Exhibit 10.4


 


CONTRIBUTION AND
Exchange AGREEMENT


 


THIS CONTRIBUTION AND EXCHANGE
AGREEMENT (this “Agreement”) is entered into as of this 3rd day of September 2021 (the “Effective Date”),
by and between Justin DeAngelis (“Holder”), Eurasia Energy Ltd., a company domiciled in Anguilla, British West Indies
(“Company”) and JRD Ventures LLC, a Nevada Corporation(“JRD”). Each of Holder, Company and JRD may
be referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A. Holder
is the record and beneficial owner of 100% of the membership interests in JRD (the “JRD Ventures LLC.”);


 


B. In
connection with corporate restructuring, JRD, will be become an indirect wholly-owned subsidiary of Company (the “Restructuring”);


 


C. Pursuant
to the Restructuring, all equity interests in JRD will be exchanged for cash and equity interests in Company; and


 


D. Holder
desires to contribute, assign, convey and transfer to Company, and Company desires to accept from Holder, the JRD Ventures in exchange
for the Company Shares.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing, and the mutual covenants, promises, agreements, representations and warranties hereinafter set forth, the Parties do
hereby covenant, promise, agree, represent and warrant as follows:


 


Article
I

EXCHANGE OF INTERESTS


 


Section 1.01
Contribution and Exchange of Interests. On the terms and subject to the conditions of this Agreement:


 


(a) Holder
contributes, assigns, conveys, and transfers, on the Effective Date, the JRD Ventures to Company; and


 


(b) Company
accepts the JRD Ventures from Holder in exchange for the following:


 


(i) on
the Effective Date, three Hundred Ninety Nine Thousand Dollars ($399,000), payable by delivery of a promissory note (the “Promissory
Note”) due and payable on or before July, 29th, 2022 (the “Effective Date”, in a form substantially
similar to the form attached hereto as Exhibit A; (Exhibit 3.2.2)


 


(ii) on
31st October, 2021, One Million Seven Hundred Thousand and One Dollars (the “Stock Consideration Price”) payable by
delivery of common stock of the Company (“Company Stock”) priced at Two Cents ($0.02) per share resulting in the issuance
of Eighty Five Million Fifty Thousand (85,050,000) shares of Company Stock being issued to Holder.


 


Section 1.02 Consent
to Transactions.


 


(a) Holder
hereby consents to the Restructuring and the assignment of all outstanding equity interests in JRD to Company; and


 


(b) JRD
consents to the assignment of the JRD Ventures to Company.


 






     


     


    

 


Article
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.01 Representations
and Warranties of Holder. Holder hereby represents and warrants to Company as follows:


 


(a) Title
to JRD Ventures. Holder is the sole record and beneficial owner of the JRD Ventures and has good, valid and marketable right, title
and interest in and to the JRD Ventures, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
voting trusts, proxies and other arrangements or restrictions of any kind, whether arising by agreement, operation of law or otherwise
(“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, Company will acquire good,
valid and marketable title to the JRD Ventures free and clear of all Encumbrances. Holder owns no other interests in JRD or any right
to acquire any other interests in JRD;


 


(b) Authorization.
Holder has all requisite capacity, power and authority to enter into this Agreement, to carry out his obligations hereunder and to consummate
the transactions contemplated hereby;


 


(c) Due
Execution and Delivery. This Agreement has been duly executed and delivered by Holder and constitutes Holder’s legal, valid
and binding obligation, enforceable against Holder in accordance with its terms;


 


(d) No
Conflicts. The execution, delivery and performance by Holder of his obligations under this Agreement does not and will not conflict
with, violate or result in the breach of, or create any Encumbrance on the JRD Ventures pursuant to, any agreement, instrument, order,
judgment, decree, law or governmental regulation to which Holder is a party or is subject or by which the JRD Ventures are bound; and


 


(e) Legal
and Tax Matters. Holder has had an opportunity to consult with its own tax, legal and qualified financial advisors with respect to
the terms and conditions of this Agreement and the advisability of entering therein, and the federal, state and local tax consequences
of exchanging the JRD Ventures for the Company Shares.


 


Section 2.02 Representation
and Warranties of Company. Company hereby represents and warrants to Holder as follows:


 


(a) Authorization.
Company has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby;


 


(b) Due
Execution and Delivery. This Agreement has been duly executed and delivered by Company and constitutes Company’s legal, valid
and binding obligation, enforceable against Company in accordance with its terms;


 


(c) No
Conflicts. The execution, delivery and performance by Company of its obligations under this Agreement does not and will not conflict
with, violate or result in the breach of, or create any Encumbrance on the Company Shares pursuant to, any agreement, instrument, order,
judgment, decree, law or governmental regulation to which Company is a party or is subject or by which the Company Shares are bound; and


 


(d) Capitalization.
The Company Shares, when issued to Holder pursuant to this Agreement, shall be validly issued, fully paid and nonassessable, free and
clear of all Encumbrances.


 


Section 2.03 Representation
and Warranties of JRD. JRD hereby represents and warrants to Holder as follows:


 


(a) Authorization.
JRD has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby;


 


(b) Due
Execution and Delivery. This Agreement has been duly executed and delivered by JRD and constitutes JRD’ legal, valid and binding
obligation, enforceable against JRD in accordance with its terms; and


 






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(c) No
Conflicts. The execution, delivery and performance by JRD of its obligations under this Agreement does not and will not conflict with,
violate or result in the breach of any agreement, instrument, order, judgment, decree, law or governmental regulation to which JRD is
a party or is subject.


 


Article
III

INDEMNIFICATION


 


Section 3.01 Holder Indemnification.
Holder shall indemnify Company and hold Company harmless against and in respect of any and all losses, liabilities, damages, obligations,
claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Company resulting
from any breach of any representation, warranty or agreement made by Holder herein.


 


Section 3.02 Company
Indemnification. Company shall indemnify Holder and hold Holder harmless against and in respect of any and all losses, liabilities,
damages, obligations, claims, Encumbrances, costs and expenses (including, without limitation, reasonable attorney’s fees) incurred
by Holder resulting from any breach of any representation, warranty or agreement made by Company herein.


 


Article
IV

MISCELLANEOUS


 


Section 4.01 Survival
of Representations and Warranties. All representations and warranties shall survive the execution and delivery of this Agreement.


 


Section 4.02 Further
Assurances. Each of the Parties hereto shall execute and deliver such additional agreements, documents, instruments, conveyances and
assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions
contemplated by this Agreement.


 


Section 4.03 Expenses.
All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party
incurring such costs and expenses.


 


Section 4.04 Notices.
All notices, requests, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and
addressed to each Party at the address designated by each Party. All Notices shall be deemed duly delivered (i) when personally delivered
to the Party, (ii) the next business day after being sent by a nationally recognized overnight courier (with all fees pre-paid), or (iii)
five days after being sent by certified or registered mail (in each case, return receipt requested, postage prepaid).


 


Section 4.05 Entire Agreement.
This Agreement constitute the sole and entire agreement of the Parties hereto with respect to the subject matter contained herein,
and supersedes all prior understandings, agreements, representations and warranties, both written and oral, with respect to such subject
matter.


 


Section 4.06 Recitals.
The Parties acknowledge and agree that the Recitals are adopted and incorporated as part of this Agreement.


 


Section 4.07 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors
and permitted assigns. No Party may assign any of its rights or obligations hereunder without the prior written consent of the other Parties
hereto, which consent shall not be unreasonably withheld or delayed.


 


Section 4.08 Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 






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Section 4.09 Amendment
and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party
hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by
the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy,
power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.




 


Section 4.10 Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent
possible.


 


Section 4.11 Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State
of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).
Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted
in the federal courts of the United States or the courts of the State of Colorado in each case located in the City and County of Denver,
and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


Section 4.12 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


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of page left blank; signature page follows.]


 






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IN WITNESS WHEREOF, each of
the Parties has executed, acknowledged and delivered this Agreement.


 





	 	Holder
	 	 
	 	/s/ Justin DeAngelis
	 	Justin DeAngelis
	 	 
	 	Eurasia Energy Ltd.
	 	 
	 	By:	 /s/ Marilyn Giulia Roosevelt
	 	Name:	 Marilyn Giulia Roosevelt
	 	Title:	 Director (Duly Autorized)
	 	 
	 	JRD Ventures LLC
	 	 
	 	By:	 /s/ Justin DeAngelis
	 	Name:  	Justin DeAngelis
	 	Title: 	Manager