Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (“Agreement”) is entered into effective as of November 5, 2020, by and between Altaf Nazerali (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.

BACKGROUND

WHEREAS, Creditor provided a series of loans to Arvana denominated in US and Canadian funds, the first of which loans was made in June of 2008, the last of which loans was made in November of 2013, pursuant to which Creditor is entitled to the repayment of an aggregate amount due of one hundred and eleven thousand two hundred and ninety one U.S. dollars ($111,291), which amount includes six percent in accrued (6%) interest of thirty eight thousand three hundred and eighty one U.S. dollars ($38,381), as of September 30, 2020 (“Debt”).

WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and obligations of the Debt as described above.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:

AGREED TERMS AND CONDITIONS

1. Settlement of Debt. Arvana will issue to Creditor one million one hundred and twelve thousand nine hundred and ten (1,112,910) shares of its restricted common stock (“Settlement Shares”) as provided herein valued for the purposes of this Agreement at ten U.S. cents ($0.10) per share in full and complete satisfaction of the Debt.

2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor not later than twenty (20) business days thereafter.

3. Securities Act Exemption. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration under the rules and regulations as promulgated by the U.S. Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Securities Act”).

4. Investment Representations of Creditor. Creditor represents and warrants that:

a. Investment Purpose. Creditor is acquiring the Settlement Shares for his own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

b. Accredited Investor Status. Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (“Accredited Investor”).

c. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of U.S. federal securities laws and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein in order to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.

d. Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that he is relying on an exemption applicable to the nation in which Creditor is resident to enter into this Agreement, as required under national and local securities laws, reflected by Creditor initials hand written on the following line: /s/AN.

e. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under the Securities Act or an exemption from registration.

f. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”

g. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.

5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.

6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.

7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.

8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.

9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, state, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.

10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.

This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.

11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.

12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.

13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.

14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2^nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:

Altaf Nazerali

3001-788 Richards Street

The Hermitage

Vancouver

British Columbia

Canada V6B 0C7

Arvana Inc.

299 South Main Street, 13^th Floor

Salt Lake City

Utah 84111

United States of America

16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.

17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.

READ THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.

Exhibit 10.2 

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (“Agreement”) is entered into effective as of November 5, 2020, by and between International Porfolio Management (“Creditor”) and Arvana Inc. (“Arvana”). Collectively, Creditor and Arvana shall be referred to collectively as the “Parties” or individually as a “Party”.

BACKGROUND

WHEREAS, Creditor provided a loan and paid a series of expenses that accrued to Arvana denominated in US and Canadian funds between September 2007 and April 2014, pursuant to which Creditor is entitled to the repayment of an aggregate amount due of one hundred and thirteen thousand two hundred and sixty nine U.S. dollars ($113,269), which amount includes six percent in accrued (6%) interest of one thousand seven hundred and forty nine U.S. dollars ($1,749), as of September 30, 2020 (“Debt”).

WHEREAS, Arvana and Creditor desire and agree to provide for the payment of the above-stated indebtedness in accordance with terms and provisions different from, and in substitution of, the terms and obligations of the Debt as described above.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, Creditor and Arvana hereby agree as follows:

AGREED TERMS AND CONDITIONS

1. Settlement of Debt. Arvana will issue to Creditor one million one hundred and thirty two thousand six hundred and ninety (1,132,690) shares of its restricted common stock (“Settlement Shares”) as provided herein valued for the purposes of this Agreement at ten U.S. cents ($0.10) per share in full and complete satisfaction of the Debt.

2. Closing. The Settlement Shares, unless agreed otherwise, shall be issued to Creditor not later than ten (10) business days after the execution of this Agreement and delivered to Creditor not later than twenty (20) business days thereafter.

3. Securities Act Exemption. The Parties are executing and delivering this Agreement in reliance upon exemptions from registration under the rules and regulations as promulgated by the U.S. Securities and Exchange Commission (“Commission”) under the Securities Act of 1933, as amended (“Securities Act”).

4. Investment Representations of Creditor. Creditor represents and warrants that:

a. Investment Purpose. Creditor is acquiring the Settlement Shares for his own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act.

b. Accredited Investor Status. Creditor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the Securities Act (“Accredited Investor”).

c. Reliance on Exemptions. Creditor understands that the Settlement Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of U.S. federal securities laws and that Arvana is relying upon the truth and accuracy of, and Creditor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Creditor set forth herein in order to determine the availability of such exemptions and the eligibility of Creditor to acquire the Settlement Shares.

d. Availability of Exemptions in the Country of Residence. Creditor certifies to Arvana that he is relying on an exemption applicable to the nation in which Creditor is resident to enter into this Agreement, as required under national and local securities laws, reflected by Creditor initials hand written on the following line: //AN.

e. Transfer or Re-sale. Creditor understands that except as provided herein, the sale of the Settlement Shares has not been and is not being registered under the Securities Act, and that the Settlement Shares may not be transferred unless sold pursuant to an effective registration statement under the Securities Act or an exemption from registration.

f. Legend. Creditor understands that the Settlement Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Settlement Shares):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act.”

g. Authorization; Enforcement. Creditor (i) has the requisite authority to enter into and to perform this Agreement, and to consummate the transaction contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement has been duly executed and delivered by Creditor and no further consent or authorization is required; and (iii) this Agreement constitutes a legal, valid and binding obligation of Creditor enforceable against Creditor in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Creditor’ rights generally or by general principles of equity.

5. Representations and Warranties of Arvana. Arvana represents to Creditor, that (i) Arvana has all requisite corporate power and authority to enter into and perform this Agreement, and to consummate the transaction contemplated hereby, in accordance with the terms hereof; (ii) the execution and delivery of this Agreement has been duly authorized by Arvana’s Board of Directors and no further consent or authorization is required; (iii) this Agreement has been duly executed and delivered by Arvana through its authorized representative; and (iv) this Agreement constitutes a legal, valid and binding obligation of Arvana enforceable against Arvana in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or similar laws affecting Arvana’s rights generally or by general principles of equity.

6. No Outstanding or Known Future Claims/Causes of Action. Each Party affirms that it has not filed with any governmental agency or court any type of action or report against the other Party, and currently knows of no existing act or omission by the other Party that may constitute a claim or liability excluded from the release in section 10 below.

7. Acknowledgment of Settlement. The Parties, as described in section 10 below, acknowledge that (i) the consideration set forth in this Agreement, which includes, but is not limited to, the Settlement Shares, is in full settlement of all claims or losses of whatsoever kind or character that they have, or may ever have had, against the other Party, including by reason of the Debt and (ii) by signing this Agreement, and accepting the consideration provided herein and the benefits of it, they are giving up forever any right to seek further monetary or other relief from the other Party, for any acts or omissions up to and including the date of this Agreement as set forth in section 10, including, without limitation, the Debt.

8. Legal Fees. The Parties acknowledge and agree that they are solely responsible for paying any attorneys’ fees and costs they incurred and that neither Party nor its attorney(s) will seek any award of attorneys’ fees or costs from the other Party, except as provided herein.

9. Taxes. Creditor shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by it to any federal, state, local, or regional taxing authority as a result of the Settlement Shares. Creditor understand that Arvana has not made, and it does not rely upon, any representations regarding the tax treatment of the Settlement Shares paid pursuant to this Agreement. Moreover, Creditor agrees to indemnify and hold Arvana harmless in the event that any governmental taxing authority asserts against Arvana any claim for unpaid taxes, failure to withhold taxes, penalties, or interest based upon the payment of the Settlement Shares.

10. Mutual Release. The Parties, on behalf of themselves, their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns, and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns, and successors in interest, and all persons acting by, through, under, or in concert with them, and each of them, hereby release and discharge the other Party, together with their predecessors, successors, direct and indirect parent companies, direct and indirect subsidiary companies, companies under common control with any of the foregoing, affiliates and assigns and its and their past, present, and future officers, directors, shareholders, interest holders, members, partners, attorneys, agents, employees, managers, representatives, assigns and successors in interest, and all persons acting by, through, under or in concert with them, and each of them, from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known or unknown, which either Party has, or may have had, against the other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions related to or arising from the Debt.

This Agreement resolves any claim for relief that could have been alleged, no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, damages for humiliation and embarrassment, punitive damages, costs and attorneys fees related to or arising from the Debt.

11. Entire Agreement. The recitals set forth at the beginning of this Agreement are incorporated by reference and made a part of this Agreement. This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior negotiations and/or agreements, proposed or otherwise, written or oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be binding unless in writing and signed by each of the parties hereto.

12. New or Different Facts: No Effect. Except as provided herein, this Agreement shall be, and remain, in effect despite any alleged breach of this Agreement or the discovery or existence of any new or additional fact, or any fact different from that which either Party now knows or believes to be true. Notwithstanding the foregoing, nothing in this Agreement shall be construed as, or constitute, a release of any Party’s rights to enforce the terms of this Agreement.

13. Interpretation. Should any provision of this Agreement be declared or be determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. The headings within this Agreement are purely for convenience and are not to be used as an aid in interpretation. Moreover, this Agreement shall not be construed against either Party as the author or drafter of the Agreement.

14. Counterparts. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. Notices. All notices required or permitted to be given under this Agreement will be in writing and will be deemed given (i) when delivered in person, (ii) seven (7) business days after being deposited in the United States mail, postage prepaid, registered or certified mail addressed as set forth below, or (iii) on the 2^nd business day after being deposited with a nationally recognized overnight courier service addressed as set forth below:

International Portfolio Management

3001-788 Richards Street

The Hermitage

Vancouver

British Columbia

Canada V6B 0C7

Arvana Inc.

299 South Main Street, 13^th Floor

Salt Lake City

Utah 84111

United States of America

16. Governing Law and Venue. This Agreement shall be deemed to be a contract made under the laws of the State of Utah and for all purposes it and any related or supplemental documents and notices, shall be construed in accordance with and governed by the laws of such state. In respect of any action or claim arising out of or relating to this Agreement (x) the parties hereby irrevocably submit to the jurisdiction of the United States District Court for the District of Utah (Salt Lake City) and/or in the Utah state courts located within Salt Lake County, Utah, over any action or proceeding arising out of or related to this Agreement and the documents related hereto or executed in connection herewith, (y) the Parties hereby irrevocably agree that all claims in respect of such actions or proceedings may be heard and determined in the courts referenced in the foregoing clause (x), and (z) the Parties hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in Utah.

17. Reliance on Own Counsel. In entering into this Agreement, the Parties acknowledge that they have relied upon the legal advice of their respective attorneys, who are the attorneys of their own choosing, that such terms are fully understood and voluntarily accepted by them, and that, other than the consideration set forth herein, no promises or representations of any kind have been made to them by the other Party. The Parties represent and acknowledge that in executing this Agreement they did not rely, and have not relied, upon any representation or statement, whether oral or written, made by the other Party or by that other Party’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement or otherwise.

READ THE FOREGOING DOCUMENT CAREFULLY. IT INCLUDES A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Agreement to be executed as of the date(s) set forth below.

Exhibit 10.3

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”), by and between Arvana Inc. a Nevada corporation (“Company”) with offices located at 299 South Main Street, 13^th Floor, Salt Lake City, Utah 84111 and Valor Invest Ltd. with offices located at 5^th floor 60 rue de Rhone, Geneva CH-1211 Switzerland (“Consultant”).

RECITALS

WHEREAS, Company needs to identify an alternative business opportunity that might be a good match for the Company and its stockholders;

WHEREAS, Consultant possesses intimate knowledge of the Company’s business aspirations, policies, methods, accounting and personnel;

WHEREAS, Consultant has extensive background in identifying strategic business alliances, business combinations, mergers and acquisitions;

WHEREAS, Company recognizes that the Consultant is able to contribute to the growth and success of the Company; and

WHEREAS, Consultant is willing to make its services available to Company on the terms and conditions hereinafter set forth.

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

1. Engagement as an Independent Consultant. The relationship between Company and Consultant is as an independent contractor. Consultant shall have no authority to legally bind Company in any manner. Further, Company acknowledges that Consultant makes no representations or warranties as to the success or outcome of the engagement contemplated herein. All information prepared, including projections, financial statements, reports and similar information and disclosure for Company are the responsibility of Company. Consultant makes no representations as to the accuracy, ability to achieve projections, disclosure requirements, internal controls, accounting treatment or issues or any other representation whatsoever. Unless specifically authorized herein, Consultant will not assume responsibility for making management decisions including, but not limited to, decisions about strategic business alliances, business combinations, mergers and acquisitions; compliance with laws, and/or government regulation, debts or obligations of the Company.

2. Term. Unless terminated sooner by either party, the term of this Agreement shall be for a one (1) year commencing on October 1, 2019, and ending on September 30, 2020 (“Term”).

3. Consulting Services.

During the Term, Consultant shall advise the Company’s Chief Executive Officer (“CEO”) on corporate strategy and financial plans.

The Consultant is further tasked to perform the following enumerated duties:

Consultant shall faithfully and diligently perform all services as may be reasonably assigned to him, and shall exercise such power and authority as may from time to time be delegated to him by the Board. Consultant shall devote sufficient business time, attention and effort to the performance of its duties under this Agreement, render such services to the best of its ability, and use its reasonable best efforts to promote the interests of the Company. Consultant shall not engage in any business or occupation during the Term that (i) conflicts with the interests of Company, (ii) interferes with the proper and efficient performance of its duties for the Company, or (iii) interferes with the exercise of its judgment in the Company’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for Consultant to (x) serve on civic or charitable boards or committees, (y) deliver lectures, or fulfill speaking engagements, or (z) advise other companies, so long as such activities do not compete with the Company or materially impair its ability to perform its responsibilities in accordance with this Agreement

4. Independent Contractor Relationship. The parties acknowledge and intend that the relationship of Consultant to Company under this Agreement shall be that of an independent contractor. In performing Consulting Services, Consultant shall undertake Consulting Services according to its own means and methods of work which shall not be subject to the control or supervision of Company, except as to the objectives of those Consulting Services. Consultant shall determine its own working hours and schedule and shall not be subject to Company’s personnel policies and procedures. Consultant shall be entirely and solely responsible for its actions or inactions and the actions or inactions of its agents, employees or subcontractors, if any, while performing Consulting Services hereunder. Consultant agrees that it shall not maintain, hold out, represent, state or imply to any individual or entity that an employer/employee relationship exists between Company and Consultant. Consultant is not granted nor shall he represent that he is granted any right or authority to make any representation or warranty or assume or create any obligation or responsibility, express or implied, for, on behalf or in the name of Company, to incur debts for Company or to bind Company in any manner whatsoever. The obligations imposed on Consultant concerning Company’s confidential information are set forth in Section 8 of this Agreement. In the event of any conflict between the provisions of Section 4 and Section 8 of this Agreement, the provisions of Section 8 shall control.

5. Hours. Consultant shall devote such time to the performance of Consulting Services hereunder as is reasonably necessary to perform them in a satisfactory manner.

6. Compensation/Expenses/Taxes and Employee Benefits

The Consultant agrees to accept the following compensation and policies for the payment of taxes, the reimbursement of expenses and employee benefits as follows:

7. Termination.

(a) By Company Without Cause. During Term:

(b) By Company With Cause.

(c) Termination of Engagement by Consultant.

8. Confidentiality. Consultant will have access to Confidential Information (defined below) during its engagement with Company. Except pursuant to its engagement hereunder, or as required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, Consultant shall not use or disclose to any person or entity during Term or at any time thereafter, any Confidential Information of Company.

(a) “Confidential Information” shall include all information regarding Company’s (or any of its affiliate’s) customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, seismic data, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with Company’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names and addresses or any other compilation of information, written or unwritten, which is or was used in the business of Company not in the public domain or generally known in the industry, in any form, and including without limitation all such information acquired by Consultant during Term.

(b) Consultant agrees and acknowledges that all Confidential Information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of Company and upon termination of its engagement under this Agreement, Consultant shall within a reasonable period of time return to Company the originals and all copies of any such information provided to or acquired by Consultant in connection with the performance of its duties for Company, and shall return to Company all such files, correspondence and/or other communications received, maintained and/or originated by Consultant during the course of its engagement.

The terms of this Section 8 shall be a continuing covenant that survives the expiration or earlier termination of this Agreement for an additional period of two (2) years, after which this covenant respecting confidentiality shall expire.

9. Dispute Resolution.

(a) Resolution Procedure. The parties agree to resolve any dispute or controversy between Company and Consultant arising out of or in connection with the terms and provisions of this Agreement in accordance with the following:

(b) Confidentiality. Each party agrees to keep all disputes, mediation and arbitration proceedings strictly confidential, except for disclosures of information in the ordinary course of business of the parties or by applicable law or regulation.

10. Notices. All notices required, necessary or desired to be given pursuant to this Agreement shall be in writing and shall be effective when delivered or on the third day following the date upon which such notice is deposited, postage prepaid, in the United States or Canadian mail, certified return receipt requested, and addressed to the party at the address set forth below:

Any party may change the address to which notices and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided here.

11. Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision, section or paragraph of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same, or of a different provision, section or paragraph, by any party hereto.

12. Assignment. Consent is required for an assignment (absolute, collateral, or other) of this Agreement.

13. Governing Law. Except to the extent pre-empted by federal law, and without regard to conflict of laws principles, the laws of the Province of British Columbia will govern this Agreement in all respects, whether as to its validity, construction, capacity, performance or otherwise.

14. Entire Agreement. This Agreement embodies the entire agreement of the parties and may only be changed by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

15. Partial Invalidity. If any provision of this Agreement is found to be invalid or unenforceable by any court, only that provision shall be ineffective, unless its invalidity or unenforceability shall defeat an essential purpose of this Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement effective as of October 1, 2019.