DEBT
FORGIVENESS AGREEMENT 


 


This
DEBT FORGIVENESS AGREEMENT (“Agreement”) is made effective as of June 30, 2021, by and between Arvana Inc.
(“Company”) and Topkapi International Investments Corp. (“Creditor” and together with the
Company, the “Parties”). 


 


WHEREAS,
the Company owes Creditor certain payables, originally due to a former officer and director of the Company, Zahir Zhanani, for
services rendered, and amounts expended in his official capacity, on behalf of the Company, that were assigned to Creditor as
of January 1, 2012, in the aggregate amount of one hundred and sixty three thousand five hundred eighty six USD dollars and thirty
cents (USD$163,586.30) as of the effective date of this Agreement (‘Debt”) comprised as follows:


 


	Payables	 	Date
    Incurred	 	Date
    Recorded	 	Currency	 	Total
	Consulting
    fee	 	06/30/2010	 	06/30/2010	 	CANADIAN	 	 	4,668.86	 
	Consulting
    fee	 	08/31/2010	 	08/31/2010	 	CANADIAN	 	 	5,000.00	 
	Consulting
    fee	 	09/30/2010	 	09/30/2010	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (China)	 	10/01/2010	 	10/01/2010	 	CANADIAN	 	 	1,054.17	 
	Consulting
    Fee	 	10/31/2010	 	10/31/2010	 	CANADIAN	 	 	5,000.00	 
	Consulting
    Fee	 	11/30/2010	 	11/30/2010	 	CANADIAN	 	 	5,000.00	 
	Consulting
    Fee	 	12/31/2010	 	12/31/2010	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses	 	12/31/2010	 	12/31/2010	 	CANADIAN	 	 	678.41	 
	Consulting
    fee	 	01/31/2011	 	01/31/2011	 	CANADIAN	 	 	5,000.00	 
	Consulting
    fee	 	02/28/2011	 	02/28/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (031611ZD)	 	03/16/2011	 	03/16/2011	 	CANADIAN	 	 	14,668.48	 
	Consulting
    fee	 	03/31/2011	 	03/31/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses	 	03/31/2011	 	03/31/2011	 	CANADIAN	 	 	691.55	 
	Traveling
    expenses (090810ZD)	 	03/31/2011	 	03/31/2011	 	CANADIAN	 	 	1,278.45	 
	Traveling
    expenses (042311ZD)	 	04/13/2011	 	04/13/2011	 	CANADIAN	 	 	8,312.08	 
	Consulting
    fee	 	04/30/2011	 	04/30/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (050611ZD)	 	05/06/2011	 	05/06/2011	 	CANADIAN	 	 	8,458.66	 
	Traveling
    expenses (051211ZD)	 	05/12/2011	 	05/12/2011	 	CANADIAN	 	 	9,632.20	 
	Consulting
    fee	 	05/31/2011	 	05/31/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (061311ZD)	 	06/13/2011	 	06/13/2011	 	CANADIAN	 	 	9,688.50	 
	Consulting
    fee	 	06/30/2011	 	06/30/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (060811ZD)	 	07/01/2011	 	07/01/2011	 	CANADIAN	 	 	9,789.31	 
	Traveling
    expenses (061311 ZD)	 	07/01/2011	 	07/01/2011	 	CANADIAN	 	 	9,898.50	 
	Traveling
    expenses (062411JK)	 	07/01/2011	 	07/01/2011	 	CANADIAN	 	 	1,958.52	 
	Traveling
    expenses (072711ZD)	 	07/27/2011	 	07/27/2011	 	CANADIAN	 	 	16,515.89	 
	Consulting
    fee	 	07/31/2011	 	07/31/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses	 	07/31/2011	 	07/31/2011	 	CANADIAN	 	 	610.21	 
	Consulting
    fee	 	08/31/2011	 	08/31/2011	 	CANADIAN	 	 	5,000.00	 
	Consulting
    fee	 	09/30/2011	 	09/30/2011	 	CANADIAN	 	 	5,000.00	 
	Consulting
    fee	 	10/31/2011	 	10/31/2011	 	CANADIAN	 	 	5,000.00	 
	Traveling
    expenses (GT-111511ZD)	 	11/15/2011	 	11/15/2011	 	CANADIAN	 	 	10,229.87	 
	Traveling
    expenses (GT-111711ZD)	 	11/17/2011	 	11/17/2011	 	CANADIAN	 	 	9,625.76	 
	Consulting
    fee	 	11/30/2011	 	11/30/2011	 	CANADIAN	 	 	5,000.00	 
	Consulting
    fee	 	12/31/2011	 	12/31/2011	 	CANADIAN	 	 	5,000.00	 
	 	 	 	 	 	 	CANADIAN	 	 	202,759.42	 
	 	 	 	 	 	 	Fx
    at June. 30,  2021	 	 	0.8068	 
	Total	 	 	 	 	 	USD	 	 	163,586.30	 



 


WHEREAS,
the Creditor has determined to forgive the outstanding Debt in accordance with the terms of this Agreement. 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows: 


 


1.    Creditor
hereby waives, forgives, and cancels all obligations owed by the Company to the Creditor that constitute the Debt as of June 30,
2021.


 


2.    The
Parties hereby represent and warrant to each other that this Agreement is a valid and binding obligation on each of the Parties.
Furthermore, Creditor represents to Company that it has not transferred, assigned, or otherwise conveyed or alienated any of Creditor’s
right, title, or interest in or to the Debt prior to entering into this Agreement.  


 


3.    This
Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other person or entity. 


 


4.    The
Parties shall execute and deliver, or cause to be executed and delivered, any and all such other instruments and shall take all
actions as may be necessary to effect the transaction contemplated by this Agreement. 


 


5.    This
Agreement shall be construed, and the rights and obligations of the Parties under this Agreement shall be determined, in accordance
with the internal laws of the State of Utah, without application of any state’s conflict of law principles. 


 


6.    Each
part of this Agreement is intended to be severable. Should any term, covenant, condition, or provision of this Agreement prove
to be unlawful, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the remaining provisions
of this Agreement, which shall remain in full force and effect and shall remain binding upon the Parties. 


 


7.    This
Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes any and
all prior agreements, representations, and understandings of the Parties, written or oral. The terms of this Agreement shall not
be modified or amended except by subsequent written agreement of the Parties. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument. 


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 






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IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written. 


 


 


 Arvana
Inc. (“Company”)


 


 


 


/s/
Ruairidh Campbell


Name:
Ruairidh Campbell


Title:
President


 


Date:
June 30, 2021


 


 


Topkapi
International Investments Corp. (“Creditor”)


 


 


 


/s/
Zahir Dhanani


Name:
Zahir Dhanani


Title:
CEO


 


Date:
June 30, 2021


 






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