SECOND AMENDED AND RESTATED ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT

Exhibit 10.17

SECOND AMENDED AND RESTATED

ACCRUED INTEREST PAYABLE CONVERSION AGREEMENT

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 Xxxxx Xxxxxxx (Woodland Capital, Xx. Xxxxxxx and, collectively with the Company, the “Parties”).

WHEREAS, the Company entered into loan agreements with Xx. Xxxxxxx and Woodland Capital on or about December 7, 2013 and November 4, 2013, respectively (collectively, the “Loan Agreements”).

WHEREAS, the Parties entered into the First Amended and Restated Agreement on March 3, 2023.

WHEREAS, the parties would like to enter this Second Amended and Restated Agreement, at which time, the Amended and Restated Agreement and any amendments thereto will be null and void and without further effect.

WHEREAS, the Company has outstanding accrued interest payable owed to Xx. Xxxxxxx and Woodland Capital on the Loan Agreements (the “Accrued Interest Payable”), having an aggregate amount owed of $443,670 as of the date of this Second Amended and Restated Agreement (the “Agreed Amount”).

WHEREAS, the Company desires to forgo payment of the Accrued Interest Payable in exchange for the issuance of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock” or the “Securities”) upon the Company’s consummation of the anticipated listing for trading of the Company’s Common Stock on a national securities exchange (the “IPO”) at a conversion price equal to $2.925 (the “Conversion”).

WHEREAS, as consideration for entering into this Second Amended and Restated Agreement, the Company shall issue to Xx. Xxxxxxx 50,000 shares of Common Stock upon the Company’s consummation of the IPO;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Woodland Capital, and Xx. Xxxxxxx hereby agree as follows:

1. The recitals contained hereinabove are acknowledged by the Parties as being true and correct and are incorporated by reference herein.

2. In consideration for the issuance of shares of Common Stock to Xx. Xxxxxxx in connection with the Conversion, Woodland Capital and Xx. Xxxxxxx shall xxxx any Accrued Interested Payable owed to Woodland Capital and Xx. Xxxxxxx in accordance with the Loan Agreements paid in full and no longer owed to Woodland Capital and Xx. Xxxxxxx. The Parties agree that, upon delivery of the shares of the Company’s Common Stock, the Accrued Interest Payable shall be deemed paid in full even if the then amount of Accrued Interest Payable owed to Woodland Capital and Xx. Xxxxxxx in accordance with the Loan Agreements is greater than the Agreed Amount.

3. Representations and Warranties of Woodland Capital and Xxxxx Xxxxxxx. Woodland Capital and Xx. Xxxxxxx hereby represent and warrant as of the date hereof and as of the date of any Conversion as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

a. Experience of Xxxxx Xxxxxxx. Xx. Xxxxxxx, either alone or together with his representatives, has such knowledge, sophistication, and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities and has so evaluated the merits and risks of such investment. Xx. Xxxxxxx is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

b. General Solicitation. Xx. Xxxxxxx acknowledges that neither the Company nor any other person offered to sell the Securities to him by means of any form of general solicitation or advertising, including, but not limited to: (i) any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

c. Confidentiality. Other than to other persons party to this Second Amended and Restated Agreement and its advisors who have agreed to keep information confidential or have a fiduciary obligation to keep such information confidential, Woodland Capital and Xx. Xxxxxxx have maintained the confidentiality of all disclosures made to them in connection with the transaction (including the existence and terms of this transaction).

d. Foreign Investor. If Xx. Xxxxxxx is not a United States person, Xx. Xxxxxxx represents that he has satisfied himself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Second Amended and Restated Agreement, including: (i) the legal requirements within his jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Xx. Xxxxxxx further represents that his payment for, and his continued beneficial ownership of the Securities, will not violate any applicable securities or other laws of his jurisdiction or organization or domicile.

e. Speculative Nature of Investment; Risk Factors. XX. XXXXXXX UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. Xx. Xxxxxxx acknowledges that: (i) any projections, forecasts or estimates as may have been provided to Xx. Xxxxxxx are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment; any such projections, forecasts and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management, (ii) the tax effects which may be expected by this investment are not susceptible to absolute prediction, and new developments and rules of the Internal Revenue Service, audit adjustment, court decisions or legislative changes may have an adverse effect on one or more of the tax consequences of this investment, and (iii) Xx. Xxxxxxx has been advised to consult with his own advisor regarding legal matters and tax consequences involving this investment. Xx. Xxxxxxx represents that Xx. Xxxxxxx’x investment objective is speculative in that Xx. Xxxxxxx seeks the maximum total return through an investment in a broad spectrum of securities, which involves a higher degree of risk than other investment styles and therefore Xx. Xxxxxxx’x risk exposure is also speculative. The Securities offered hereby are highly speculative and involve a high degree of risk and Xx. Xxxxxxx should only purchase these Securities if Xx. Xxxxxxx can afford to lose their entire investment.

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f. Money Laundering. If an entity, the operations of Woodland Capital are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any subsidiary, threatened.

The Company acknowledges and agrees that the representations contained in Section 3 shall not modify, amend or affect Woodland Capital and Xx. Xxxxxxx’x right to rely on the Company’s representations and warranties contained in this Second Amended and Restated Agreement or any other document or instrument executed and/or delivered in connection with this Second Amended and Restated Agreement or the consummation of the transaction contemplated hereby.

4. Registration Rights. The Company shall, on its Form S-1 to be filed in connection with the Company’s IPO, register all of the shares of Common Stock to be issued upon the Conversion, to the extent required to permit the disposition of the Securities so to be registered.

5. If the Company does not consummate the IPO within 90 days of the date of this Second Amended and Restated Agreement, this Second Amended and Restated Agreement and the issuance of the Securities provided for herein shall be null and void, unless otherwise extended by the mutual written agreement of the Parties.

6. Woodland Capital and Xx. Xxxxxxx state that they have read the foregoing Second Amended and Restated Agreement and understand and agree to it.

7. This Second Amended and Restated Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to any other party, it being understood that all parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were an original thereof.

8. This Second Amended and Restated Agreement supersedes any and all agreements, either oral or in writing, between the Parties with respect to the matters contemplated hereby. This Second Amended and Restated Agreement specifically releases all parties of any rights and obligations under the First Amended and Restated Agreement, and all amendments thereto, and said First Amended and Restated Agreement and all amendments thereto are hereafter null and void.

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IN WITNESS WHEREOF, the Company has caused this Second Amended and Restated Agreement to be executed on the date first written above.

	ELEPHANT OIL CORP.
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Chief Executive Officer

WOODLAND CAPITAL LIMITED
By:	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	Managing Director

/s/ Xxxxx Xxxxxxx

Xxxxx Xxxxxxx

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