Exhibit 10.1


 


 


REAL PROPERTY’s PURCHASE OF DEVELOPMENT RIGHTS
AND SALE AGREEMENT


 


THIS REAL PROPERTY PURCHASE
AND SALE AGREEMENT (this “Agreement”) is made as of the 29th day of October 2021 (the “Effective Date”),
by and between Jewel’s Real Estate 1086 MASTER LLLP Pennsylvania partnership AND Ameri Metro, Infrastructure Cryptocurrency Inc.,
a Delaware company (“Seller”), and Ameri Metro, Inc., a Delaware company (“Buyer”). In consideration
of the mutual covenants and agreements contained in this Agreement, Buyer and Seller agree as follows:


BASIC TERMS


Acknowledgment: These
agreements supersede all other written or oral agreement(s) if any buyer acknowledges that its officers and director were anticipating
this transaction and had full inspection of the site, permits, and plans, and has accepted this site to the extent necessary to enter
into this agreement.


Property. The date
hereof, Seller and Buyer entered this agreement dated as of the 29th day of October 2021 (the “Agreement”), pursuant
to which Seller gave Buyer all rights (“for development”) to develop and acquire easements and other rights that relate
to certain real property located in San Bernardino County, California. The real property, together with all other property that is the
subject of this Agreement, is defined more fully in Article 2 below. Buyer has the right to exercise the purchase and in accordance
with this Agreement, Seller and Buyer now are entering into this Agreement.


Purchase Price and Deposit.
The purchase price for the Property (the “Purchase Price”) is Five Hundred Forty-One Million Three Hundred Sixty-Nine
Thousand and 00/100 Dollars ($541,369,000.00). Pursuant to this Agreement, Buyer paid to Seller an Option Fee in the form of shares of
stock of Ameri Metro, Inc., a Delaware, corporation, as described further in the Agreement equal to Thirty Million Dollars ($30,000,000.00)
of such Option Fee shall be in form of class B shares (6,383 shares (Est)) @ 4,700 per share


1.1               
Due Diligence Period. During the period between the Effective Date and the thirtieth (30th)
day after the Effective Date (the “Due Diligence Period”), Buyer shall have the right to complete all of its inspections,
investigations and reviews of the property (including title reviews, structural, mechanical and engineering inspections, environmental
inspections, financial and feasibility studies, and all other inspections, investigations and reviews), all in accordance with Article
4 below.


1.2               
Closing Date. Escrow shall close not later than one hundred eighty (180) days after the Effective
Date, as further described in Section 3.2. As used in this Agreement,




    1


     


    

“Closing” means the recordation
of the “Deed” (as defined below) in the Official Records of San Bernardino County, California, and the completion of the other
matters required by this Agreement to be done contemporaneously. The date on which the Closing occurs shall be referred to as the “Closing
Date.”


1.3               
Seller’s Address for Notices. All notices to be provided to Seller shall be sent to
the following addresses: 

