0001763925-19-000010 Sample Contracts

COJAX OIL AND GAD CORPORATION SUBSCRIPTION AGREEMENT
Subscription Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • Virginia

The Subscriber hereby subscribes for and agrees to purchase the number of shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock") specified above in accordance with and subject to the terms, provisions and conditions set forth herein. The Subscriber agrees to pay to the Company TWO DOLLARS ($2.00) per Share, for a total purchase price (the "Purchase Price") equal to the amount set forth above.

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • Virginia

This Subscription Agreement, including the Terms and Conditions for Purchase of shares of Company Common Stock, $0.01 par value per share, (“Securities”) attached hereto as Annex I (collectively, this “Agreement”) is made as of the latest date set forth on the signature page hereto between the Company and the Investor.

INVESTMENT BANKING ENGAGEMENT AGREEMENT
Investment Banking Engagement Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • Florida

Newbridge Securities Corporation (“Newbridge”) is pleased to provide investment banking, and Corporate Advisory services to CoJax Oil and Gas Corporation, a Virginia corporation, (the “Company”) on the terms and conditions in this letter agreement (the “Agreement”).

JEFFREY J. GUZY EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of November 1, 2017, between COJAX OIL AND GAS CORPORATION., a Virginia corporation (the "Company") and Jeffrey J. Guzy (the "Executive").

JEFFREY DELANCEY EMPLOYMENT AGREEMENT
Employment Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of May 15, 2008, between COJAX OIL AND GAS CORPORATION., a Virginia corporation (the "Company") and Jeffrey J. Guzy (the "Executive").

ESCROW AGREEMENT (Subscription Proceeds)
Escrow Agreement • July 26th, 2019 • CoJax Oil & Gas Corp • Crude petroleum & natural gas • Virginia

This ESCROW AGREEMENT (“Agreement”), dated May 16, 2019, by CoJax Oil and Gas Corporation, a Virginia corporation (“Issuer”), and BizLaunch Advisors, LLC, a Delaware limited liability company as escrow agent (“Escrow Agent”). Issuer and Escrow Agent may also be referred to individually as a “party” and collectively as the “parties.”

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