UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERSUnderwriting Agreement • August 25th, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
The undersigned, CW Petroleum Corp, a Wyoming corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC, (hereinafter referred to as “you,” “EF Hutton,” or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) an aggregate of 3,157,894 units, (the “Units”), each unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share, (“Common Stock”); (ii) two five year tradeable warrants (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase one share of Common Stock at an exercise price equal to 100% of the Unit Offering price, and at the election of the Representative, (iii) up to an additional 473,684 share(s) of Common Stock (the “Over-Allo
COMMON STOCK PURCHASE WARRANT CW PETROLEUM CORPCW Petroleum Corp • August 25th, 2022 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●], 20[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from CW Petroleum Corp, a Wyoming corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a War
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of June 6, 2022, by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Christopher Williams (the “Executive”). This Agreement will become effective immediately on the date after completion by the Company of an initial public offering (such date, the “Commencement Date”); provided that if (a) the Company does not complete an initial public offering by December 31, 2022, or (b) the Executive does not remain continuously employed by the Company from the date hereof through date the Company completes an initial public offering, this Agreement shall be void ab initio (e.g., it shall never take effect).
AMENDMENT No. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated July 20, 2022, as amended, by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
CW PETROLEUM CORP Subscription AgreementSubscription Agreement • September 10th, 2018 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Wyoming
AMENDMENT No. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 2 (this “Amendment”) to the Employment Agreement dated effective December 31, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated June 6, 2022, as amended, by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between CW Petroleum Corp, a Wyoming corporation, and its subsidiaries (the “Company”), and Graham Williams, an individual residing in Texas (the “Executive”) entered into as of July 20, 2022, (the “Effective Date”). Capitalized terms not defined in this Agreement have the meanings given to them in the Employment Agreement dated July 20, 2022 by and between the Company and the Executive.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 25th, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [ ], 2022 (the “Issuance Date”) between CW Petroleum Corp, a company incorporated under the laws of the State of Wyoming (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 14, 2022 (the “Effective Date”), by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Christopher Williams, an individual residing in Texas (the “Stockholder”). The Company and the Stockholder shall individually be referred to herein as a “Party” and, collectively, as the “Parties”.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective July 20, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated July 20, 2022 by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective June 6, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated June 6, 2022 by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
Subscription AgreementCW Petroleum Corp • February 9th, 2021 • Wholesale-petroleum & petroleum products (no bulk stations) • Wyoming
