UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERSUnderwriting Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
The undersigned, CW Petroleum Corp, a Wyoming corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC, (hereinafter referred to as “you,” “EF Hutton,” 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”) an aggregate of [*] units, (the “Units”), each unit consisting of [*] share(s) of common stock, $0.0001 par value per share, (“Common Stock and the Common Stock sold as part of the Units, the (the “Firm Shares”)) together with [*] warrant(s) to purchase [*] share(s) of Common Stock (the “Firm Warrant”) at an exercise price equal to [*]% of the public offering price of one Unit, and at the election of the Representative, (i) up to an additional [*] share(s) of Common Stock (the “Over-Allotment Shar
EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of June 6, 2022, by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Christopher Williams (the “Executive”). This Agreement will become effective immediately on the date after completion by the Company of an initial public offering (such date, the “Commencement Date”); provided that if (a) the Company does not complete an initial public offering by December 31, 2022, or (b) the Executive does not remain continuously employed by the Company from the date hereof through date the Company completes an initial public offering, this Agreement shall be void ab initio (e.g., it shall never take effect).
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation and Confidentiality Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between CW Petroleum Corp, a Wyoming corporation, and its subsidiaries (the “Company”), and Graham Williams, an individual residing in Texas (the “Executive”) entered into as of July 20, 2022, (the “Effective Date”). Capitalized terms not defined in this Agreement have the meanings given to them in the Employment Agreement dated July 20, 2022 by and between the Company and the Executive.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [ ], 2022 (the “Issuance Date”) between CW Petroleum Corp, a company incorporated under the laws of the State of Wyoming (the “Company”), and Transfer Online, Inc. (the “Warrant Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of June 14, 2022 (the “Effective Date”), by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), and Christopher Williams, an individual residing in Texas (the “Stockholder”). The Company and the Stockholder shall individually be referred to herein as a “Party” and, collectively, as the “Parties”.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective July 20, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Graham Williams, an individual residing in Texas and CFO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated July 20, 2022 by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2022 • CW Petroleum Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 1 (this “Amendment”) to the Employment Agreement dated effective June 6, 2022 (the “Effective Date”) by and between CW Petroleum Corp, a Wyoming corporation (the “Company”), on the one hand, and Christopher Williams, an individual residing in Texas and CEO of the Company (the “Executive”), on the other hand. The Company and the Executive will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Employment Agreement dated June 6, 2022 by and between the Company and the Executive (the “Agreement”), attached hereto as Exhibit A.
