Filed by Automated Filing Services Inc. (604) 609-0244 - Arvana Inc. - Exhibit 10.1






EXHIBIT 10.1

BCH BEHEER. B.V. 

 

and 

 

TEYFIK OEZCAN 

 

and 

 

ARVANA, INC. 

 

and 

 

HALLOTEL DEUTSCHLAND GMBH

 

	 
	SETTLEMENT AND SHARE PURCHASE AGREEMENT 
	 
	December 7, 2007 
	 


Lang Michener LLP




SETTLEMENT AND SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of December 7
2007,

AMONG:

BCH BEHEER, B.V., a Dutch BV
corporation with an address at 
Oudegracht 202, 1811 CR Alkmaar, Holland

(the “BCH”)

AND:

TEYFIK OEZCAN, a businessman
with an address at Otto-Hahn-
Straße 8, 63225 Langen, Reg-Nr 04/058,
Germany

(the “Oezcan”)

AND:

ARVANA, INC., a Nevada
corporation with an address at 2610 –
1066 West Hastings Street, Vancouver,
British Columbia, Canada 
V6E 3X2

(“Arvana”)

AND:

HALLOTEL DEUTSCHLAND GMBH, , a
German limited 
liability company with an address at Otto-Hahn-Straße 8,
63225 
Langen, Reg-Nr 04/058, Germany

(“Hallotel”)

WHEREAS:

(A)          
BCH owns the Hallotel Shares;

(B)          
All of the issued and outstanding shares of BCH were sold to Arvana as part of a
transaction to acquire control of Hallotel;

(C)          
Concurrent with Arvana’s acquisition of BCH, the General Manager of Hallotel,
Oezcan, entered into the Arvana Employment Agreement; and

(D)          
The Parties wish to enter into this Agreement to transfer control of Hallotel to
Oezcan and terminate the Arvana Employment Agreement.

THIS AGREEMENT WITNESSES THAT the Parties, intending to
be legally bound, covenant and agree as follows:




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PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1          
In this Agreement, including the recitals and schedules, the following words and
phrases have the following meanings:

(a)          
“Affiliate” means any officer, director, shareholder or employee of a
company or any member of the immediate family (limited to a spouse, parent or
child) of any such officer, director, shareholder or employee, and any
corporation meeting the definition of Affiliate as set out in the Business
Corporations Act (British Columbia);

(b)          
“Arvana Employment Agreement” means the Employment Agreement dated August
23, 2006 between Turinco, Inc., (now Arvana) and Oezcan;

(c)          
“Arvana Release” means the release substantially in the form set out in
Exhibit B to this Agreement.

(d)          
“Closing” means the completion of the purchase and sale of the Hallotel
Shares in accordance with the terms of this Agreement;

(e)          
“Closing Date” means the date of Closing, as determined in accordance
with §2.2 of this Agreement;

(f)          
“Encumbrance” means any lien, claim, charge, pledge, hypothecation,
security interest, mortgage, title retention agreement, option, assignment,
license or other encumbrance or adverse claim of any nature or kind
whatsoever;

(g)          
“Hallotel Shares” means all outstanding shares in the capital of
Hallotel;

(h)          
Oezcan Release” means the release substantially in the form set out in
Exhibit A to this Agreement; and

(i)           “
“Party” means each party to this Agreement individually and
“Parties” mean each Party collectively.

Interpretation

1.2          
In this Agreement, including the recitals and schedules, except as otherwise
expressly provided herein:

(a)          
“this Agreement” means this Settlement and Share Purchase Agreement as it may
from time to time be supplemented or amended;




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(b)          
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Part, clause,
subclause or other subdivision or schedule;

(c)          
the singular of any term includes the plural and vice versa and the use of any
term is equally applicable to any gender and where applicable to a body
corporate;

(d)          
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or other words of similar import
are used with reference thereto);

(e)           a
reference to a Part is to a Part of this Agreement, and the symbol § followed by
a number or some combination of numbers and letters refers to the section,
paragraph, subparagraph, clause or subclause of this Agreement so
designated;

(f)          
the headings to the Parts and clauses of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof; and

(g)          
any reference to a corporate entity includes and is also a reference to any
corporate entity that is a successor or predecessor to such entity.

PART 2

PURCHASE AND SALE

Purchase and Sale of Hallotel Shares

2.1          
At the Closing, Oezcan will purchase from BCH, and BCH will sell, assign and
transfer to Oezcan, the Hallotel Shares, free and clear of all Encumbrances, in
consideration for:

(a)          
€10 payable in cash; and

(b)          
the resignation of Oezcan as an employee of Arvana and the termination of the
Arvana Employment Agreement.

Closing Date

2.2          
The Closing will take place on the date of execution of this Agreement, or such
other date as the Parties will agree, provided that in no event will the Closing
Date be later than December 7, 2007.

Closing Documents

2.3          
At the Closing, the Parties will deliver to the other such documents as are
reasonably necessary to complete the transactions contemplated under this
Agreement, including




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(a)          
the delivery by Arvana to Oezcan of 

(i)          
any certificates representing the Hallotel Shares and all documents required to
transfer the Hallotel Shares, and

(ii)          
Arvana Release; and

(b)          
the delivery by Oezcan

(i)           to
BCH of the cash consideration set out in §2.1(a), and

(ii)          
to Arvana of the resignation described in §2.1(b) and the Oezcan Release.

PART 3

REPRESENTATIONS, WARRANTIES AND COVENANTS

Representations and Warranties of BCH

3.1          
BCH represents and warrants to Oezcan that, as at both the effective date of
this Agreement and the Closing Date, BCH owns and has good and marketable title
to all of the Hallotel Shares as the legal and beneficial owner thereof, free
and clear of all Encumbrances.

Covenants of Oezcan and Hallotel

3.2          
In order to permit Arvana to prepare any required financial statement or report,
for a period of five years after the date of this Agreement Hallotel will permit
Arvana and its financial agents and its professional representatives to have
reasonable access during normal business hours to

(a)          
the books, accounts, records and other data of Hallotel (including all
corporate, accounting, tax and business records and any electronic or computer
accessed data), and

(b)          
the senior management of Hallotel. 

3.3          
Ozeacan will, 

(a)           as
reasonably required by Arvana, participate in any review of Hallotel carried out
under §3.2, and

(b)          
cause Hallotel to furnish, and require that the principal bankers, appraisers,
independent auditors and other advisors of Hallotel furnish, to Arvana or its
agents such responses to inquiries, financial and operating data and other
information with respect to the businesses and assets of Hallotel as may from
time to time be requested under §3.2.




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PART 4

DISPUTE RESOLUTION

Submission to Arbitration

4.1          
If, at any time, there is a dispute between the parties with respect to any
matter arising out of or relating to this Agreement or the transactions
contemplated hereunder, either party will be entitled to refer the dispute to
binding arbitration by a single arbitrator in accordance with the rules of
arbitration of the International Chamber of Commerce as modified by the
provisions herein.

Place of Arbitration

4.2          
The arbitration will take place in Federal Republic of Germany.

Acceptance and Implementation

4.3          
Each party agrees to participate in good faith in the arbitration process and
will accept as final and binding and proceed in good faith diligently to
implement, the award or decision of the arbitrator. An award or decision of the
arbitrator concerning the interpretation of this Agreement will be binding on
the parties.

Legal Proceedings

4.4          
Subject to §4.5 and except as otherwise agreed to by the parties, a legal
proceeding commenced by a party in respect of an issue or dispute under this
Agreement will be stayed until an arbitration is initiated and a decision on the
arbitration is delivered or the arbitration process has otherwise ended and will
be discontinued following the award or decision of the arbitrator on the
arbitration unless the award or decision concludes the arbitration and the
dispute remains unresolved.

Exclusions

4.5          
This Part 4 will not apply to any legal proceeding seeking the grant of
injunctions, restraining orders, specific performance and similar remedies from
a court of competent jurisdiction.




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PART 5

GENERAL

Governing Law and Attornment

5.1          
This Agreement will be exclusively governed by, and interpreted and construed in
accordance with, the laws prevailing in the Federal Republic of Germany and the
parties irrevocably and unconditionally attorn to the jurisdiction of the courts
of the Federal Republic of Germany and all courts having appellate jurisdiction
thereover. Each party hereby irrevocably waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in connection with
this Agreement.

Time of Essence

5.2          
Time is of the essence in the performance of each obligation under this
Agreement.

Public Notices

5.3          
The Parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement will be jointly
planned and co-ordinated and no Party will act unilaterally in this regard
without the prior approval of the others, such approval not to be unreasonably
withheld.

Public Disclosure

5.4          
Before and after Closing, none of the Parties will disclose the terms of this
Agreement, except as reasonably required for income tax purposes or as otherwise
may be required by law including all securities laws and applicable stock
exchange rules and policies. Notwithstanding the foregoing, in the case of any
public filing of this Agreement under applicable securities laws the Parties and
their Affiliates will use reasonable efforts to jointly plan and coordinate such
filings.

Entire Agreement

5.5          
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and understandings, oral or written, by and
between any of the Parties with respect to the subject matter hereof.

Waiver and Consent

5.6          
No delay or failure by a party to exercise any of its rights under this
Agreement constitutes a waiver of any such right. No consent or waiver, express
or implied, by a party to, or of any breach or default by any other party of,
any or all of its obligations under this Agreement will,




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(a)           be
valid unless it is in writing and stated to be a consent or waiver pursuant to
this section,

(b)           be
relied upon as a consent to or waiver of any other breach or default of the same
or any other obligation, 

(c)          
constitute a general waiver under this Agreement, or

(d)          
eliminate or modify the need for a specific consent or waiver pursuant to this
section in any other or subsequent instance.

Severability

5.7          
If a court of other tribunal of competent jurisdiction determines that any one
or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose.

Amendments

5.8          
This Agreement may not be amended except in writing signed by each Party.

Further Assurances

5.9          
The Parties will with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party will provide such further
documents or instruments required by the other Party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date.

Assignment

5.10         No
Party may assign this Agreement or any rights or obligations under this
Agreement without the prior written consent of the other Parties.

Enurement

5.11         This
Agreement and each of the terms and provisions hereof will enure to the benefit
of and be binding upon the Parties and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.




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Counterparts

5.12          This
Agreement may be executed in any number of counterparts, in original form or by
facsimile, each of which will together, for all purposes, constitute one and the
same instrument, binding on the parties, and each of which will together be
deemed to be an original, notwithstanding that each party is not a signatory to
the same counterpart.

IN WITNESS WHEREOF the Parties have duly executed this
Agreement effective as of the day and year first above written.

BCH BEHEER, B.V.

	Per: 	 	 
	                   	 Authorized Signatory 	 



	Signed, Sealed and Delivered by Teyfik 	) 	  
	Oezcan in the presence of: 	) 	  
	  	) 	  
	  	) 	/s/ Teyfik Oezcan 
	  	) 	 
    
	Witness (Signature) 	) 	Teyfik Oezcan 
	  	) 	  
	  	) 	  
	Name (please print) 	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	City, Province 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






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ARVANA, INC.

	Per: 	/s/ Wayne Smith 	 
	  	Authorized Signatory 	 


HALLOTEL DEUTSCHLAND GMBH

	Per: 	/s/ Teyfik Oezcan 	 
	  	Authorized Signatory 	 






EXHIBIT A

FORM OF OZECAN RELEASE

I, Teyfik Oezcan, of Kurt-Tucholsky-Str.27,
Egelsbach, Germany, for the consideration described in the Settlement and
Share Purchase Agreement (the “Agreement”) dated December 7, 2007 among me, and
BCH Beheer B.V. and Arvana, Inc. and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, DO HEREBY REMISE,
RELEASE AND FOREVER DISCHARGE Arvana, Inc., its direct and indirect
subsidiaries BCH Beheer B.V. and Hallotel Deutschland GmbH, their
respective officers, directors, employees, and agents, and their heirs,
executors, administrators, successors and assigns (collectively, the "Released
Parties") or any of them, of and from any and all manner of actions, causes of
action, suits, contracts, claims, damages, costs and expenses of any nature or
kind whatsoever, whether in law or in equity, occurring or existing up to and
inclusive of the date of this General Release, including, but not limiting the
generality of the foregoing, any and all claims by reason of or arising out of
my employment with Arvana, Inc. and its direct and indirect subsidiaries,
including all rights under the Arvana Employment Agreement (as defined in the
Agreement), which as against the Released Parties or any of them I ever had, now
have, or at any time hereafter can, shall or may have. 

IT IS UNDERSTOOD AND AGREED that I will indemnify and
save harmless the Released Parties, or any of them, from any and all costs,
charges, legal fees and expenses reasonably incurred by the Released Parties in
connection with defending any civil, criminal or administrative action,
proceeding or other remedy with respect to any such alleged liability.

IT IS FURTHER UNDERSTOOD AND AGREED that for the
consideration referred to herein, I will not make any claims or take any
proceedings whatsoever against the Released Parties or any of them, or against
any other person, company, corporation or other legal entity who might claim
contribution or indemnity from the Released Parties or any of them, in respect
of matters which are the subject matter of this General Release.

I HEREBY REPRESENT AND DECLARE that I have personally
read and understand the Agreement and this General Release, and have been given
the opportunity to seek legal advice regarding their contents. I confirm that
they contain the entire agreement between the parties, and that their terms are
contractual and not a recital.

IN WITNESS WHEREOF I have hereunto set my hand and seal
at ____________________, this 30th day of November, 2007.

	Signed, Sealed and Delivered by Teyfik
      Oezcan in the 	  	  
	presence of: 	  	  
	  	) 	  
	  	) 	  
	Witness (Signature) 	) 	  
	  	) 	  
	  	) 	 
    
	Name (please print) 	) 	Teyfik Oezcan 
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	City, Province 	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  






EXHIBIT B

FORM OF ARVANA RELEASE

Arvana, Inc. (“Arvana”), for the consideration described
in the Settlement and Share Purchase Agreement (the “Agreement”) dated November,
30, 2007 among BCH Beheer B.V., Teyfik Oezcan, Arvana and Hallotel Deutschland
GmbH (“Hallotel”) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, DOES HEREBY REMISE, RELEASE AND
FOREVER DISCHARGE Teyfik Oezcan and his heirs, executors, administrators,
successors and assigns (collectively, the "Released Parties") or any of them, of
and from any and all manner of actions, causes of action, suits, contracts,
claims, damages, costs and expenses of any nature or kind whatsoever, whether in
law or in equity, occurring or existing up to and inclusive of the date of this
General Release, including, but not limiting the generality of the foregoing,
any and all claims by reason of or arising out of his employment with Arvana,
Inc. and its direct and indirect subsidiaries (including Hallotel), which as
against the Released Parties or any of them Arvana ever had, now have, or at any
time hereafter can, shall or may have. 

IT IS UNDERSTOOD AND AGREED that Arvana will indemnify
and save harmless the Released Parties, or any of them, from any and all costs,
charges, legal fees and expenses reasonably incurred by the Released Parties in
connection with defending any civil, criminal or administrative action,
proceeding or other remedy with respect to any such alleged liability.

IT IS FURTHER UNDERSTOOD AND AGREED that for the
consideration referred to herein, Arvana will not make any claims or take any
proceedings whatsoever against the Released Parties or any of them, or against
any other person, company, corporation or other legal entity who might claim
contribution or indemnity from the Released Parties or any of them, in respect
of matters which are the subject matter of this General Release.

AND IT IS FURTHER UNDERSTOOD AND AGREED that this
release is contractual and not a mere recital.

IN WITNESS WHEREOF Arvana has duly executed this Release
the 30th day of November, 2007.

ARVANA, INC.

	Per: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title: