UNDERWRITING AGREEMENT Dated [____________] [__], 2024 between LAFAYETTE ENERGY CORP and SPARTAN CAPITAL SECURITIES, LLC as Representative of the several Underwriters named on Schedule I attached heretoUnderwriting Agreement • September 19th, 2024 • Lafayette Energy Corp. • Crude petroleum & natural gas • New York
The undersigned, Lafayette Energy Corp, a company incorporated under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Spartan Capital Securities, LLC (“Spartan”), is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
ContractPurchase Warrant Agreement • March 29th, 2023 • Lafayette Energy 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 [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • New York
Subscription AgreementSubscription Agreement • March 10th, 2023 • Lafayette Energy 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.
FIRST AMENDMENT TO 3-D SEISMIC ACQUISITION AND DEVELOPMENT AGREEMENT3-D Seismic Acquisition and Development Option Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This FIFTH AMENDMENT 3-D SEISMIC ACQUISITION AND DEVELOPMENT AGREEMENT (the “Amendment”), dated as of March 23, 2023 (the “Effective Date”) is by and between CRUCIFORM PROPERTIES LLC (“Optionor”) and LAFAYETTE ENERGY CORP (“Optionee” and together with Optionor, the “Parties”) amends that certain First Amendment to 3-D Seismic Acquisition and Development Agreement entered into by and between Optionee and Optionor, dated as of December 16, 2022 (the “Option”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings ascribed to them in the Option.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Utah
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Gregory L. Overholtzer (“Executive”) and Lafayette Energy Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Agreement shall be effective as of February 14, 2023 (the “Effective Date”).
ACQUISITION AND DEVELOPMENT AGREEMENTAcquisition and Development Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This ACQUISITION AND DEVELOPMENT AGREEMENT, dated as of March 8, 2022 (the “Effective Date”), is by and between Saur Minerals, LLC, a Louisiana limited liability company, with offices at 411 S. St. Pierre Street, Broussard, LA 70518 (“Seller”) and Lafayette Energy Corp., a Delaware corporation, with offices at 2140 South DuPont Highway, Camden, DE 19934 (“Buyer”, together with Seller, the “Parties”, and each individually, a “Party”).
STATE: Louisiana PARISH: Assumption3-D Seismic Acquisition and Development Option Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Texas
WHEREAS, Optionor, named above, owns certain rights to a 3-D seismic survey data along with reprocessed data and analysis covering a 51.996 square mile area, more or less, known as the Napoleonville Field located in Assumption Parish, Louisiana (the reprocessed data and analysis of the 3-D Seismic Survey shall hereinafter be referred to as the “Data”), as further described in Exhibit “A” (the 51.996 square mile area shall hereinafter be referred to as the “Napoleonville Field”);
SEISMIC LICENSE AGREEMENTSeismic License Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This SEISMIC LICENSE AGREEMENT (this “Agreement”), dated as of March 8, 2022 (the “Effective Date”), is by and between Saur Minerals, LLC, a Louisiana limited liability company, with offices at 411 S. St. Pierre Street, Broussard, LA 70518 (“Licensor”) and Lafayette Energy Corp., a Delaware corporation, with offices at 2140 South DuPont Highway, Camden, DE 19934 (“Licensee”, together with Licensor, the “Parties”, and each individually, a “Party”).
Re: Amendment to Acquisition and Development Agreement, dated March 8, 2022, by and between Saur Minerals, LLC and Lafayette Energy Corp., as amended to date (the “Acquisition Agreement”)Acquisition and Development Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This letter agreement, dated as of the Effective Date stated above (this “Letter Agreement”), upon execution and acceptance, as hereinafter provided, shall evidence the agreement of Saur Minerals, LLC, a Louisiana limited liability company (“Seller”) and Lafayette Energy Corp, a Delaware corporation (“Buyer”, together with Seller, the “Parties”, and each individually, a “Party”) with respect to the issuance of “Equity Consideration” to Seller under the Acquisition Agreement (as defined in the Acquisition Agreement). The Parties hereby agree and acknowledge that the Acquisition Agreement is amended, retroactively to its original Effective Date, to remove the requirement that any “Equity Consideration” be issued as part of the “Purchase Price” under the Acquisition Agreement.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Utah
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Employment Agreement”) is made by and between Michael L. Peterson (“Executive”) and Lafayette Energy Corp (the “Company”); Executive and the Company are collectively referred to as the “Parties”. This Amended and Restated Employment Agreement amends and restates in its entirety that certain Executive Employment Agreement entered into by and between the Parties on April 1, 2022 (the “Original Agreement”). This Agreement shall be effective as of April 1, 2022 (the “Effective Date”).
Re: Amendment to Acquisition and Development Agreement, dated March 8, 2022, by and between Saur Minerals, LLC and Lafayette Energy Corp. (the “Acquisition Agreement”)Acquisition and Development Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This letter agreement, dated as of the Effective Date (this “Letter Agreement”), upon execution and acceptance, as hereinafter provided, shall evidence the agreement of Saur Minerals, LLC, a Louisiana limited liability company (“Seller”) and Lafayette Energy Corp., a Delaware corporation (“Buyer”, together with Seller, the “Parties”, and each individually, a “Party”) with respect to the purchase and sale of certain Interests within the Development Area (each as defined in the Acquisition Agreement). To facilitate the prompt and efficient acquisition of Interests by Buyer under the Acquisition Agreement, the Parties hereby agree that instead of Seller first acquiring Interests that Seller then sells, assigns, conveys and transfers to Buyer through a subsequent Reconveyance in accordance with the terms of the Acquisition Agreement, the Parties agree that Buyer instead shall directly acquire such Interests in the first instance, with only subsequent Reconveyances to Seller of its ORRI as
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • March 10th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Delaware
This Amended and Restated Consulting Agreement (this “Agreement”) is made and entered into as of January 20, 2023 and effective April 1, 2022, by and between Lafayette Energy Corp, a Delaware corporation, (the “Company”), and Frank Ingriselli (“Consultant”), and amends and restates in full that certain Consulting Agreement entered into by and between the Company and Consultant on April 1, 2022 (the “Original Agreement”).
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant Agreement • April 25th, 2024 • Lafayette Energy Corp. • Crude petroleum & natural gas
THIS COMMON STOCK PURCHASE WARRANT (“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 [___________] [__], 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is four (4) years and six (6) months following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lafayette Energy Corp, a company incorporated under the laws of the State of Delaware (the “Company”), up to [______] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LEASEHOLD ACQUISITION AND DEVELOPMENT OPTION AGREEMENTLeasehold Acquisition and Development Option Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Utah
WHEREAS, HSO holds certain tar sands production leases in the State of Utah described in Exhibit A (the “Leases”) on certain properties described in Exhibit A (the “Property”), and is offering a 30% production share (“Proportionate Production Share”) to LEC in the Leases and HSO’s initial 960 acre drilling and production program, per the Asphalt Ridge Development Plan attached hereto as Exhibit B (the “Development Plan”), and additional rights as set forth herein;
Saur Minerals, LLC PO Box 61926 Lafayette, Louisiana 70596 Attn: Louis Bernard and Mike SchillingAsset Purchase Agreement • March 10th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Texas
This letter agreement, dated as of the Effective Date (this “Agreement”), upon execution and acceptance, as hereinafter provided, shall evidence the agreement of Saur Minerals, LLC, a Louisiana limited liability company (“Seller”) and Lafayette Energy Corp., a Delaware corporation (“Buyer”, together with Seller, the “Parties”, and each individually, a “Party”) with respect to the purchase and sale of certain Assets (as defined below).
LAFAYETTE ENERGY CORPFarm-in Agreement • August 19th, 2024 • Lafayette Energy Corp. • Crude petroleum & natural gas
SECOND AMENDMENT TO 3-D SEISMIC ACQUISITION AND DEVELOPMENT AGREEMENT3-D Seismic Acquisition and Development Agreement • May 18th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas
This SECOND AMENDMENT 3-D SEISMIC ACQUISITION AND DEVELOPMENT AGREEMENT (the “Amendment”), dated as of May 15, 2023 (the “Effective Date”), entered into by and between CRUCIFORM PROPERTIES LLC (“Optionor”) and LAFAYETTE ENERGY CORP (“Optionee” and together with Optionor, the “Parties”), amends that certain 3-D Seismic Acquisition and Development Agreement entered into by and between Optionee and Optionor, dated as of December 16, 2022, as amended March 23, 2023 (as amended, the “Option”). Capitalized terms used but not otherwise defined in this Amendment have the respective meanings ascribed to them in the Option.
LAFAYETTE ENERGY CORP SUBSCRIPTION AGREEMENT Series A Convertible Preferred Stock at $2.50 per ShareSubscription Agreement • April 25th, 2024 • Lafayette Energy Corp. • Crude petroleum & natural gas • Delaware
LAFAYETTE ENERGY CORP RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 29th, 2023 • Lafayette Energy Corp. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT is made as of December 19, 2023, to be effective as of November 13, 2023 (the “Effective Date”) by and between Lafayette Energy Corp, a Delaware corporation (“Company”), and Heavy Sweet Oil LLC (“Purchaser”).
