UNDERWRITING AGREEMENT between CW PETROLEUM CORP and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE UNDERWRITERSUnderwriting Agreement • August 25th, 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 3,157,894 units, (the “Units”), each unit consisting of (i) one share of the Company’s common stock, $0.0001 par value per share, (“Common Stock”); (ii) two five year tradeable warrants (each, a “Firm Warrant” and collectively, the “Firm Warrants”), each Firm Warrant to purchase one share of Common Stock at an exercise price equal to 100% of the Unit Offering price, and at the election of the Representative, (iii) up to an additional 473,684 share(s) of Common Stock (the “Over-Allo
COMMON STOCK PURCHASE WARRANT CW PETROLEUM CORPCW Petroleum Corp • August 25th, 2022 • Wholesale-petroleum & petroleum products (no bulk stations) • 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 [●], 20[●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from CW Petroleum Corp, a Wyoming 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 receive a War
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 25th, 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”).
