UNDERWRITING AGREEMENT between ELEPHANT OIL CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters ELEPHANT OIL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas • New York
The undersigned, Elephant Oil Corp., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Spartan Capital Securities, LLC (hereinafter referred to as “you” (including its correlatives) 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”) as follows:
Elephant Oil Corp. And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [_____], 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • August 12th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas • New York
WARRANT AGENCY AGREEMENT, dated as of [____], 2022 (“Agreement”) between Elephant Oil Corp., a Nevada corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas • Nevada
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2022 by and between Elephant Oil Corp., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EXHIBIT A Representative’s Warrant AgreementCommon Stock Purchase Warrant • August 12th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) SPARTAN CAPITAL SECURITIES, LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF SPARTAN CAPITAL SECURITIES, LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 6th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2022 between Elephant Oil Corp., a Nevada corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
Warrant COMMON STOCK PURCHASE WARRANT ELEPHANT OIL CORP.Elephant Oil Corp. • November 3rd, 2022 • Crude petroleum & natural gas • 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 [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Elephant Oil Corp., a Nevada 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 re
Subscription AgreementSubscription Agreement • September 7th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas • New York
THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
0n ……………/………………..2021 THIS PETROLEUM AGREEMENT is made and entered between THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA MINISTRY OF MINES AND ENERGY (Herein represent by The Honorable Tom Alweendo in his capacity as the Minister of the Ministry of Mines...Petroleum Agreement • October 13th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas
WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;
PRODUCTION SHARING AGREEMENT FOR OIL EXPLORATION AND EXPLOITATIONElephant Oil Corp. • October 13th, 2022 • Crude petroleum & natural gas
In accordance with Law No. 2006-18 of 17 October 2006 constituting the Oil Code of the Republic of Benin, the exploration, research, exploitation, holding, transport, transit and trade of Hydrocarbons on the territory and in the territorial waters of the Republic of Benin and the continental shelf adjacent thereto shall be subject to the provisions of the aforesaid law, which furthermore stipulates that deposits of liquid and gaseous Hydrocarbons belong to the State and constitute transferable minerals.
FIFTH AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENTAccrued Interest Payable Conversion Agreement • September 7th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS FIFTH AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT (this “FIFTH Amended and Restated Agreement”), dated as of August 25, 2023, is made to the Accrued Interest Payable Conversion Agreement dated February 28, 2023, which was subsequently amended and restated by the Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 3, 2023 (the “First Amended and Restated Agreement”), the Second Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 23, 2023 (the “Second Amended and Restated Agreement”), the Third Amended and Restated Accrued Interest Payable Conversion Agreement dated as of April 19, 2023 (the “Third Amended and Restated Agreement”) and the Fourth Amended and Restated Accrued Interest Payable Conversion Agreement dated as of May 8, 2023 (the “Fourth Amended and Restated Agreement”) between Elephant Oil Corp., a Nevada corporation (the “Company”), Woodland Capital Limited (“Woodland Capital”) and G
THIRD AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENTAccrued Interest Payable Conversion Agreement • April 21st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS THIRD AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT (this “Third Amended and Restated Agreement”), dated as of April 19, 2023, is made to the Accrued Interest Payable Conversion Agreement dated February 28, 2023, which was subsequently amended and restated by the Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 3, 2023 (the “First Amended and Restated Agreement”) and the Second Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 23, 2023 (the “Second Amended and Restated Agreement”) between Elephant Oil Corp., a Nevada corporation (the “Company”), Woodland Capital Limited (“Woodland Capital”) and Gavin Burnell (Woodland Capital, Mr. Burnell and, collectively with the Company, the “Parties”).
DATED JUNE 20, 2022 ELEPHANT OIL CORP and LANRE OLONINIYI EMPLOYMENT AGREEMENT Druces LLP Salisbury House London Wall London EC2M 5PS Tel +44(0)20 7638 9271 Fax +44(0)20 7628 7525 Ref: ELE007.0001Employment Agreement • August 12th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas
The parties have agreed that the CFO shall with effect from the Effective Date be employed on the terms of this Agreement and that all other agreements between the Company and the CFO, whether written or otherwise, shall be superseded.
SECOND AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENTAccounts Payable Conversion Agreement • April 21st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS SECOND AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENT (this “Second Amended and Restated Agreement”), dated as of April 19, 2023, is made to the Accounts Payable Conversion Agreement dated as of March 3, 2023, which was subsequently amended and restated by the Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 23, 2023 (the “First Amended and Restated Agreement”) is made between Elephant Oil Corp., a Nevada corporation (the “Company”), and TraDigital Marketing Group, LLC (“TraDigital”, and, collectively with the Company, the “Parties”).
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 31st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 2 (this “Amendment No. 2”) to the Note (as defined below), dated as of March 23, 2023, is made between 622 Capital LLC (“622”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 9th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 1 (this “Amendment”) to the Note (as defined below), dated as of March 1, 2023, is made between Dragon Dynamics Fund (“Dragon”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
SECOND AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENTAccrued Interest Payable Conversion Agreement • March 31st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS SECOND AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT (this “Second Amended and Restated Agreement”), dated as of March 23, 2023, is made to the Accrued Interest Payable Conversion Agreement dated February 28, 2023, which was subsequently amended and restated by the Amended and Restated Accrued Interest Payable Conversion Agreement dated as of March 3, 2023 (the “First Amended and Restated Agreement”), between Elephant Oil Corp., a Nevada corporation (the “Company”), Woodland Capital Limited (“Woodland Capital”) and Gavin Burnell (Woodland Capital, Mr. Burnell and, collectively with the Company, the “Parties”).
ACCOUNTS PAYABLE CONVERSION AGREEMENTAccounts Payable Conversion Agreement • March 9th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS ACCOUNTS PAYABLE CONVERSION AGREEMENT (this “Agreement”), dated as of March 3, 2023, is made between Elephant Oil Corp., a Nevada corporation (the “Company”), and TraDigital Marketing Group (“TraDigital”, and, collectively with the Company, the “Parties”).
FOURTH AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 17th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 4 (this “Amendment No. 4”) to the Note (as defined below), dated as of May 8, 2023, is made between 622 Capital LLC (“622”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
FOURTH AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 17th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 4 (this “Amendment No. 4”) to the Note (as defined below), dated as of May 8, 2023, is made between Dragon Dynamics Fund (“Dragon”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 21st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 3 (this “Amendment No. 3”) to the Note (as defined below), dated as of April 19, 2023, is made between 622 Capital LLC (“622”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 28th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between Matt Lofgran (“Executive”) and Elephant Oil Corp., a Nevada Corporation (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of April 29, 2021(the “Effective Date”).
PETROLEUM AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF NAMIBIA AND NIIKELA EXPLORATION (PTY) LTD AND ELEPHANT OIL LTD AND NAMCOR E&P EXPLORATION AND PRODUCTION (PTY) LTD BLOCK 1919 THIS PETROLEUM AGREEMENT is made and entered between THE...Petroleum Agreement • August 12th, 2022 • Elephant Oil Corp. • Crude petroleum & natural gas
WHEREAS all rights in relation to the exploration for, the production and disposal of, and the control over, Petroleum in or upon any Land in Namibia vest in the State;
SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 31st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 2 (this “Amendment No. 2”) to the Note (as defined below), dated as of March 23, 2023, is made between Dragon Dynamics Fund (“Dragon”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENTAccrued Interest Payable Conversion Agreement • March 9th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT (this “Agreement”), dated as of March 3, 2023, is made to the Accrued Interest Payable Conversion Agreement dated February 28, 2023 (the “Original Agreement”), between Elephant Oil Corp., a Nevada corporation (the “Company”), Woodland Capital Limited (“Woodland Capital”) and Gavin Burnell (Woodland Capital, Mr. Burnell and, collectively with the Company, the “Parties”).
THIRD AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENTAccounts Payable Conversion Agreement • May 17th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS THIRD AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENT (this “Third Amended and Restated Agreement”), dated as of May 8, 2023, is made to the Accounts Payable Conversion Agreement dated as of March 3, 2023, which was subsequently amended and restated by the Amended and Restated Accounts Payable Conversion Agreement dated as of March 23, 2023 (the “First Amended and Restated Agreement”) and the Second Amended and Restated Accounts Payable Conversion Agreement Interest dated as of April 19, 2023 (the “Second Amended and Restated Agreement”) is made between Elephant Oil Corp., a Nevada corporation (the “Company”), and TraDigital Marketing Group, LLC (“TraDigital”, and, collectively with the Company, the “Parties”).
AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENTAccounts Payable Conversion Agreement • March 31st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
THIS AMENDED AND RESTATED ACCOUNTS PAYABLE CONVERSION AGREEMENT (this “Amended and Restated Agreement”), dated as of March 23, 2023, is made to the Accounts Payable Conversion Agreement dated as of March 3, 2023 (the “Original Agreement”) is made between Elephant Oil Corp., a Nevada corporation (the “Company”), and TraDigital Marketing Group, LLC (“TraDigital”, and, collectively with the Company, the “Parties”).
THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • April 21st, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 3 (this “Amendment No. 3”) to the Note (as defined below), dated as of April 19, 2023, is made between Dragon Dynamics Fund (“Dragon”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • March 9th, 2023 • Elephant Oil Corp. • Crude petroleum & natural gas
This Amendment No. 1 (this “Amendment”) to the Note (as defined below), dated as of March 6, 2023, is made between 622 Capital LLC (“622”), and Elephant Oil Corp., a corporation incorporated under the laws of the State of Nevada (the “Company”).
