May 5, 2021 MR. DAVID SEALOCK Chief Executive Officer SKY QUARRY, INC. dsealock@skyquarry.com . Re: Engagement Agreement Dear David:Engagement Agreement • July 7th, 2021 • Sky Quarry Inc. • California
This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to perform administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services for Sky Quarry, Inc. (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its securities (the “Securities”) which Securities may be convertible preferred stock, common stock, convertible debt or other securities and may be in the form of units that include warrants in each case as determined by the Company after consultation with Digital Offering.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 7th, 2021 • Sky Quarry Inc. • Delaware
WHEREAS The Corporation and the Executive wish to enter into this Agreement to confirm in writing the rights and obligations of each of them in respect of the Executive’s employment with the Corporation, including the terms regarding the Executive’s termination of employment.
SKY QUARRY INC. WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • July 7th, 2021 • Sky Quarry Inc. • Delaware
This Warrant to Purchase Common Stock (this “Warrant”) is to certify that, FOR VALUE RECEIVED, ________ (the “Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Sky Quarry Inc., a Delaware corporation (the “Company”), ____ shares of the common stock of the Company (“Common Stock”). This Warrant may be exercised at an exercise price of $2.50 per share at any time on or prior to _____ (the "Expiration Date"). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, as may be adjusted from time to time, are hereinafter sometimes referred to as “Warrant Stock”; and the exercise price of a share of Common Stock in effect at any time, and as may be adjusted from time to time, is hereinafter sometimes referred to as the "Exercise Price.
SUBSCRIPTION AGREEMENT Sky Quarry Inc. NOTICE TO INVESTORSSubscription Agreement • July 7th, 2021 • Sky Quarry Inc. • Delaware
The securities of Sky Quarry Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.
JPM AGREEMENTJPM Agreement • July 7th, 2021 • Sky Quarry Inc. • Delaware
This JPM Agreement (this “Agreement”), dated as of June 21, 2021, is entered into by and between Sky Quarry Inc., a Delaware corporation (the “Company”), and JPMorgan Chase Bank, N.A. (“JPM”).
