UNDERWRITING AGREEMENT between ELEPHANT OIL CORP. and SPARTAN CAPITAL SECURITIES, LLC, as Representative of the Several Underwriters ELEPHANT OIL CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2022 • 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:
Warrant COMMON STOCK PURCHASE WARRANT ELEPHANT OIL CORP.Warrant Agreement • August 12th, 2022 • Elephant Oil Corp. • 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
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 AgreementRepresentative’s Warrant Agreement • 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.
PRODUCTION SHARING AGREEMENT FOR OIL EXPLORATION AND EXPLOITATIONProduction Sharing Agreement • August 12th, 2022 • Elephant Oil Corp. • 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.
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.
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;
