Exhibit 4.3


 


AMENDING AGREEMENT No. 1


 


THIS AMENDMENT TO WARRANT
CERTIFICATE #35 (this “Amendment”) is executed as of July 28, 2015 between Deep Well Oil & Gas, Inc. (the
“Corporation”) and Cambridge Strategies, Inc. (collectively, the “Parties”).


 


RECITALS


 


WHEREAS pursuant
to a certain warrant agreement dated June 23, 2014, by and among the Corporation and Cambridge Strategies, Inc. (“Cambridge”
a company 50% owned by Mr. Satya Brata Das an insider of the Corporation), the Corporation issued a warrant certificate for an
option to purchase up to an aggregate of 428,571 common shares of the Corporation’s common stock at a price of $0.105 USD
per common share (“Warrant #35”);


 


AND WHEREAS the
Parties desire to amend and extend the expiration date of Warrant #35 from November 23, 2015 to November 23, 2016;


 


AND WHEREAS in consideration
for extending the expiry date of Warrant #35 by one year, and as accepted by Cambridge, the Parties desire to reduce the number
of the warrant shares outstanding represented in Warrant #35 from 428,571 to 311,065 shares of common stock of the Corporation
so that the value of the warrant shares (at 10.5 Cents USD) has the same approximate value of the outstanding warrant shares in
the same series as set by the valuation date of February 20, 2015;


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, the Parties do hereby agree as follows:


 


1.           
Defined Terms. All capitalized terms used and not otherwise defined herein
shall have the meaning ascribed thereto in the original Warrant #35 except those Defined Terms that have been amended hereto.


 


2.            Amendments.


 


(a)The definition of “Expiry
Date” is Section 1.1(f) of the original Warrant #35 is deleted in its entirety and replaced with the following:


 


“Expiry Date” means the November
23, 2016 unless modified in accordance with section 3.3 and 3.8;


 


(b)The Parties hereby approve
and accept the consideration for extending the expiry date of Warrant #35 to be November 23, 2016, by effectively reducing the
number of the warrant shares outstanding represented in Warrant #35 from 428,571 to 311,065 shares of common stock of the Corporation.


 


3.            Entire Agreement; Ratification. This Amendment constitutes the entire agreement among the Parties with respect to
the subject matter hereof. Except as expressly amended hereby, the terms of the original Warrant #35 are each hereby confirmed
and ratified in all respects by the Parties hereto and remain in full force and effect.


 


4.            Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and any of their
respective subsidiaries, affiliates, insurers, predecessors, successors, officers, directors, managers, employees, stockholders,
members, agents, attorneys or assigns.


 


5.            Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Province of Alberta
and the laws of Canada applicable therein. Each of the Parties hereby attorn to the non-exclusive jurisdiction of the courts of
the Province of Alberta.


 






    	 



    	 



    

 


6.             Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same agreement.


 


7.            Necessary Action. Each party shall perform any further acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Amendment.


 


IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the date first written above.


 


	 	DEEP
        WELL OIL & GAS, INC.

	 	 
	 	By:	/s/
    Horst A. Schmid
	 	 	Name:
    Dr. Horst A. Schmid
	 	 	Title:
    President & Chief Executive Officer
	 	

        

	 	 
	 	WARRANT
    HOLDER
	 	 
	 	By:	/s/
    Satya Brata Das
	 	 	Cambridge
    Strategies, Inc.
	 	 	Name:
    Mr. Satya Brata Das
	 	 	Title: