Exhibit 4.3


 


 


 


Elephant Oil Corp. 


 


And


 


Vstock Transfer, LLC,


 


as Warrant Agent


 


Warrant Agency Agreement


 


Dated as of [_____], 2022


 


 


 


 


 




    


     


    

 


WARRANT AGENCY AGREEMENT


 


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”).


 


WITNESSETH


 


WHEREAS, pursuant to the terms of that certain
Underwriting Agreement (“Underwriting Agreement”), dated [   ], 2022, by and among the Company and Spartan
Capital Securities, LLC, as representative of the underwriters set forth therein (the “Representative”), the Company
is engaged in a public offering (the “Offering”) of up to [   ] units (each a “Unit”)
with each Unit consisting of one share (collectively, the “Shares”) of common stock of the Company, par value $0.0001
per share (the “Common Stock”), and a warrant (collectively, the “Warrants”) to purchase one share
of Common Stock (collectively, the “Warrant Shares”) at an exercise price of $[ ] per share, including Shares and Warrants
issuable pursuant to the underwriters’ over-allotment option;


 


WHEREAS, upon the terms and subject to the conditions
hereinafter set forth and pursuant to an effective registration statement on Form S-1, as amended (File No. 333-263879) (the “Registration
Statement”), and the terms and conditions of the Warrant Certificates, the Company wishes to issue the Warrants in book entry
form to the respective holders of the Warrants (the “Holders,” which term shall include a Holder’s transferees,
successors and assigns and “Holder” shall include, if the Warrants are held in “street name,” a Participant (as
defined below) or a designee appointed by such Participant); and


 


WHEREAS, the Shares and Warrants to be issued in
connection with the Offering shall be immediately separable and will be issued separately, but will be purchased together in the Offering;
and


 


WHEREAS, the Company wishes the Warrant Agent to
act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance, registration, transfer, exchange,
exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s transfer agent, the delivery
of the Warrant Shares.


 


NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain Definitions.
For purposes of this Agreement, all capitalized terms not herein defined shall have the meanings hereby indicated:


 


(a) “Affiliate” has the meaning
ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business Day” means
any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to
remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain
closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders
or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.


 


(c) “Close of Business” on
any given date means 5:00 p.m., New York City time, on such date; provided, however, that if such date is not a Business Day it means
5:00 p.m., New York City time, on the next succeeding Business Day.


 






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(d) “Person” means an individual,
corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization, government or political
subdivision thereof or governmental agency or other entity.


 


(e) “Warrant Certificate”
means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number of Warrant Shares
as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement shall include delivery
of a Definitive Certificate or a Global Warrant (each as defined below).


 


All other capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment of Warrant
Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms and conditions hereof,
and the Warrant Agent hereby accepts such appointment.


 


Section 3. Global Warrants.


 


(a) The Warrants shall be registered securities
and shall be evidenced by a global warrant (the “Global Warrants”), in the form of the Warrant Certificate, which shall
be deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository Trust Company (the “Depositary”),
or as otherwise directed by the Depositary. Ownership of beneficial interests in the Warrants shall be shown on, and the transfer of such
ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Global Warrant or (ii) institutions
that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


(b) If the Depositary subsequently ceases to
make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding other arrangements
for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation
each Global Warrant, and the Company shall instruct the Warrant Agent to deliver to each Holder a Warrant Certificate.


 


(c) A Holder has the right to elect at any time
or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request Notice (as defined below). Upon written
notice by a Holder to the Company and the Warrant Agent for the exchange of some or all of such Holder’s Global Warrants for a separate
certificate in the form attached hereto as Exhibit 1 (such separate certificate, a “Definitive Certificate”)
evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit 2 (a “Warrant
Certificate Request Notice” and the date of delivery of such Warrant Certificate Request Notice by the Holder, the “Warrant
Certificate Request Notice Date” and the surrender by the Holder to the Warrant Agent of a number of Global Warrants for the
same number of Warrants evidenced by a Warrant Certificate, a “Warrant Exchange”), the Company and the Warrant Agent
shall promptly effect the Warrant Exchange and the Company shall promptly issue and deliver to the Holder a Definitive Certificate for
such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such Definitive Certificate shall be dated the
original issue date of the Warrants, shall be executed either manually or by facsimile signature by an authorized signatory of the Company,
shall be in the form attached hereto as Exhibit 1 and shall be reasonably acceptable in all respects to such Holder.
In connection with a Warrant Exchange, the Company agrees to deliver the Definitive Certificate to the Holder within ten (10) Business
Days of the Warrant Certificate Request Notice pursuant to the delivery instructions in the Warrant Certificate Request Notice (“Warrant
Certificate Delivery Date”). If the Company fails for any reason to deliver to the Holder the Definitive Certificate subject
to the Warrant Certificate Request Notice by the Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated
damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Definitive Certificate (based on the VWAP (as defined
in the Warrants) of the Shares on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such
Warrant Certificate Delivery Date until such Definitive Certificate is delivered or, prior to delivery of such Warrant Certificate, the
Holder rescinds such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request
Notice, the Holder shall be deemed to be the holder of the Definitive Certificate and, notwithstanding anything to the contrary set forth
herein, the Definitive Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c), 3(d) and 9 herein, shall not apply to the Warrants
evidenced by the Definitive Certificate. Notwithstanding anything herein to the contrary, the Company shall act as warrant agent with
respect to any Definitive Certificate requested and issued pursuant to this section. Notwithstanding anything to the contrary contained
in this Agreement, in the event of inconsistency between any provision in this Agreement and any provision in a Definitive Certificate,
as it may from time to time be amended, the terms of such Definitive Certificate shall control.


 






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(d) A Holder of a Definitive Certificate (pursuant
to a Warrant Exchange or otherwise) has the right to elect at any time or from time to time a Global Warrants Exchange (as defined below)
pursuant to a Global Warrants Request Notice (as defined below). Upon written notice by a Holder to the Company for the exchange of some
or all of such Holder’s Warrants evidenced by a Definitive Certificate for a beneficial interest in Global Warrants held in book-entry
form through the Depositary evidencing the same number of Warrants, which request shall be in the form attached hereto as Exhibit
3 (a “Global Warrants Request Notice” and the date of delivery of such Global Warrants Request Notice by the
Holder, the “Global Warrants Request Notice Date” and the surrender upon delivery by the Holder of the Warrants evidenced
by Definitive Certificates for the same number of Warrants evidenced by a beneficial interest in Global Warrants held in book-entry form
through the Depositary, a “Global Warrants Exchange”), the Company shall promptly effect the Global Warrants Exchange
and shall promptly direct the Warrant Agent to issue and deliver to the Holder Global Warrants for such number of Warrants in the Global
Warrants Request Notice, which beneficial interest in such Global Warrants shall be delivered by the Depositary’s Deposit and Withdrawal
at Custodian (“DWAC”) system to the Holder pursuant to the instructions in the Global Warrants Request Notice. In connection
with a Global Warrants Exchange, the Company shall direct the Warrant Agent to deliver the beneficial interest in such Global Warrants
to the Holder within ten (10) Business Days of the Global Warrants Request Notice pursuant to the delivery instructions in the Global
Warrants Request Notice (“Global Warrants Delivery Date”). If the Company fails for any reason to deliver to the Holder
Global Warrants subject to the Global Warrants Request Notice by the Global Warrants Delivery Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares evidenced by such Global Warrants (based on the
VWAP (as defined in the Warrants) of the Shares on the Global Warrants Request Notice Date), $10 per Business Day for each Business Day
after such Global Warrants Delivery Date until such Global Warrants are delivered or, prior to delivery of such Global Warrants, the Holder
rescinds such Global Warrants Exchange. The Company covenants and agrees that, upon the date of delivery of the Global Warrants Request
Notice, the Holder shall be deemed to be the beneficial holder of such Global Warrants.


 


Section 4. Form of Warrant Certificates.
The Warrant Certificate, together with the form of election to purchase Warrant Shares (“Notice of Exercise”) and the
form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Registration.


 


The Warrant Agent will keep or cause to be kept
at one of its offices, or at the office of one of its agents, books (“Warrant Register”) for registration and transfer
of the Global Warrants issued hereunder. The Company will keep or cause to be kept at one of its offices, books for the registration and
transfer of any Definitive Certificates issued hereunder and the Warrant Agent shall not have any obligation to keep books and records
with respect to any Definitive Certificates. Such Company books shall show the names and addresses of the respective Holders of the Definitive
Certificates, the number of warrants evidenced on the face of each such Definitive Certificate and the date of each such Definitive Certificate.


 


Section 6. Transfer, Split Up, Combination
and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates. With respect to the Definitive Certificates,
subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section 6 and subject to applicable
law, rules or regulations, or any “stop transfer” instructions applicable to the Definitive Certificates, at any time after
the closing date of the Offering, and at or prior to the Close of Business on the Termination Date (as such term is defined in the Warrant
Certificate), any Definitive Certificate may be transferred, split up, combined or exchanged for another Definitive Certificate or Definitive
Certificates, entitling the Holder to purchase a like number of Shares as the Definitive Certificate surrendered then entitled such Holder
to purchase. Any Holder desiring to transfer, split up, combine or exchange any Definitive Certificate shall make such request in writing
delivered to the Company, and shall surrender the Definitive Certificate to be transferred, split up, combined or exchanged at the principal
office of the Company. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied by reasonable
evidence of authority of the party making such request that may be required by the Company. Thereupon the Company shall, subject to the
last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled thereto a Definitive Certificate or
Definitive Certificates, as the case may be, as so requested. The Company may require payment from the Holder of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Definitive Certificates.


 


Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of a Warrant Certificate, which evidence shall include an affidavit of
loss, or in the case of mutilated certificates, the certificate or portion thereof remaining, and, in case of loss, theft or destruction,
of indemnity in customary form and amount (but, with respect to any Definitive Certificates, shall not include the posting of any bond
by the Holder), and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender to the Company and
cancellation of the Warrant Certificate if mutilated, the Company on behalf of the Company will make and deliver a new Warrant Certificate
of like tenor to the Holder in lieu of the Warrant Certificate so lost, stolen, destroyed or mutilated.


 






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Section 7. Exercise of Warrants;
Exercise Price; Termination Date.


 


(a) The Warrants shall be exercisable commencing
on the Initial Exercise Date (as defined in the Warrant Certificate). The Warrants shall cease to be exercisable and shall terminate and
become void as set forth in the Warrant Certificate. Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise
the Warrant in whole or in part upon surrender of the Warrant Certificate, if required, with the executed Notice of Exercise and payment
of the Exercise Price (as defined in the Warrant Certificate), which may be made, at the option of the Holder, by wire transfer or by
certified or official bank check in United States dollars, to the Company at the principal office of the Company. In the case of the Holder
of a Global Warrant, the Holder shall deliver the executed Notice of Exercise and the payment of the Exercise Price as described herein.
Notwithstanding any other provision in this Agreement, a holder whose interest in a Global Warrant is a beneficial interest in a Global
Warrant held in book-entry form through the Depositary (or another established clearing corporation performing similar functions), shall
effect exercises by delivering to the Depositary (or such other clearing corporation, as applicable) the appropriate instruction form
for exercise, complying with the procedures to effect exercise that are required by the Depositary (or such other clearing corporation,
as applicable). No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or
notarization) of any Notice of Exercise be required. The Company hereby acknowledges and agrees that, with respect to a holder whose interest
in a Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established
clearing corporation performing similar functions), upon delivery of irrevocable instructions to such holder’s Participant to exercise
such warrants, that solely for purposes of Regulation SHO under the Exchange Act that such holder shall be deemed to have exercised
such warrants.


 


(b) Upon receipt of a Notice of Exercise for
a Cashless Exercise provided by a holder to the Depositary and/or the Company, as applicable (as provided in Section 7(a) above), the
Company will promptly calculate and transmit to the Warrant Agent the number of Warrant Shares issuable in connection with such Cashless
Exercise and deliver a copy of the Notice of Exercise to the Warrant Agent, which shall cause to be delivered in accordance with the provisions
of Section 7(c) such number of Warrant Shares in connection with such Cashless Exercise.


 


(c) Upon the exercise of the Global Warrant
pursuant to the terms of Section 2 of the Warrant Certificate, the Warrant Agent shall cause the Warrant Shares underlying such Global
Warrant to be delivered to or upon the order of the Holder of such Global Warrant, registered in such name or names as may be designated
by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is
then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the
certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder by crediting the account of the Holder’s
broker with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to
any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and
not that of the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise,
if any Holder fails to duly deliver payment to the Company of an amount equal to the aggregate Exercise Price of the Warrant Shares to
be purchased upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the
Warrant Agent will not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt by the Company of such
payment, and the applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such
payment is delivered to the Company.


 


(d) Upon the exercise of the Definitive Certificate
pursuant to the terms of Section 2 of the Warrant Certificate, the Company shall cause the Warrant Shares underlying such Definitive Certificate
to be delivered to or upon the order of the Holder of such Definitive Certificate, registered in such name or names as may be designated
by such Holder, no later than the Warrant Share Delivery Date (as such term is defined in the Warrant Certificate). If the Company is
then a participant in the DWAC system of the Depositary and either (A) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being exercised via Cashless Exercise, then the
certificates for Warrant Shares shall be transmitted by the Company to the Holder by crediting the account of the Holder’s broker
with the Depositary through its DWAC system. For the avoidance of doubt, if the Company becomes obligated to pay any amounts to any Holders
pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate, such obligation shall be solely that of the Company and not that of
the Warrant Agent. Notwithstanding anything else to the contrary in this Agreement, except in the case of a Cashless Exercise, if any
Holder fails to duly deliver payment to the Company of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased
upon exercise of such Holder’s Warrant as set forth in Section 7(a) hereof by the Warrant Share Delivery Date, the Company will
not be obligated to deliver such Warrant Shares (via DWAC or otherwise) until following receipt by the Company of such payment, and the
applicable Warrant Share Delivery Date shall be deemed extended by one day for each day (or part thereof) until such payment is delivered
to the Company.


 






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Section 8. Cancellation and Destruction
of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split up, combination or exchange
shall be surrendered to the Company or to any of its agents for cancellation or in canceled form.


 


Section 9. Certain Representations;
Reservation and Availability of Shares or Cash.


 


(a) This Agreement has been duly authorized,
executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes
a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have
been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto
and payment therefor by the Holders as provided in the Warrant Certificate, constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’
rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity
or at law).


 


(b) As of the date hereof, the authorized share
capital of the Company consists 500,000,000 shares, consisting of 490,000,000 shares of Common Stock, of which 12,078,411 shares of Common
Stock are issued and outstanding, and 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share. Except
as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights to subscribe
for or purchase from the Company any shares of Common Stock of the Company.


 


(c) The Company covenants and agrees that it
will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares
of Common Stock held in its treasury, free from preemptive rights, the number of Warrant Shares that will be sufficient to permit the
exercise in full of all outstanding Warrants.


 


(d) The Company further covenants and agrees
that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the
original issuance or delivery of the Warrant Certificates or certificates evidencing Warrant Shares upon exercise of the Warrants. The
Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved
in the transfer or delivery of Warrant Certificates or the issuance or delivery of certificates for Warrant Shares in a name other than
that of the Holder of the Warrant Certificate evidencing Warrants surrendered for exercise or to issue or deliver any certificate for
Warrant Shares upon the exercise of any Warrants until any such tax or governmental charge shall have been paid (any such tax or governmental
charge being payable by the Holder of such Warrant Certificate at the time of surrender) or until it has been established to the Company’s
reasonable satisfaction that no such tax or governmental charge is due.


 


Section 10. Warrant Shares Record
Date. Each Person in whose name any certificate for Warrant Shares is issued (or to whose broker’s account is credited Warrant
Shares through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed to have become the holder of record for
the Warrant Shares represented thereby on, and such certificate shall be dated, the date on which submission of the Notice of Exercise
was made, provided that the Warrant Certificate evidencing such Warrant is duly surrendered (but only if required herein) and payment
of the Exercise Price (and any applicable transfer taxes) is received on or prior to the Warrant Share Delivery Date; provided, however,
that if the date of submission of the Notice of Exercise is a date upon which the Common Stock transfer books of the Company are closed,
such Person shall be deemed to have become the record holder of such shares on, and such certificate shall be dated, the next succeeding
day on which the Common Stock transfer books of the Company are open.


 


Section 11. Adjustment of Exercise
Price, Number of Warrant Shares or Number of the Company Warrants. The Exercise Price, the number of Warrant Shares covered by each
Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section 3 of the Warrant Certificate.
In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant Certificate, the Holder of any Warrant
thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than Warrant Shares, thereafter
the number of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as practicable to the provisions with respect to the shares contained in Section 3 of the Warrant Certificate
and the provisions of Sections 7, 11 and 12 of this Agreement with respect to the Warrant Shares shall apply on like terms to any such
other shares. All Warrants originally issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant
Certificate shall evidence the right to purchase, at the adjusted Exercise Price, the number of Warrant Shares purchasable from time to
time hereunder upon exercise of the Warrants, all subject to further adjustment as provided herein.


 






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Section 12. Certification of Adjusted
Exercise Price or Number of Warrant Shares. Whenever the Exercise Price or the number of Warrant Shares issuable upon the exercise
of each Warrant is adjusted as provided in Section 11 or 13, the Company shall promptly deliver to the Holder and the Warrant Agent by
facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
Shares and setting forth a brief statement of the facts requiring such adjustment


 


Section 13. Fractional Shares.


 


(a) The Company shall not issue fractions of
Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required
to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant
(rounded down).


 


(b) The Company shall not issue fractions of
Warrant Shares upon exercise of Warrants or distribute stock certificates which evidence fractional Warrant Shares. Whenever any fraction
of Warrant Shares would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall
be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Conditions of the Warrant
Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including
the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:


 


(a) Compensation and Indemnification. The
Company agrees promptly to pay the Warrant Agent the compensation detailed on Exhibit 4 hereto for all services
rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred without gross negligence or willful misconduct finally adjudicated to have been directly caused by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it
harmless against, any loss, liability or expense incurred without gross negligence, or willful misconduct on the part of the Warrant Agent,
finally adjudicated to have been directly caused by Warrant Agent hereunder, including the reasonable costs and expenses of defending
against any claim of such liability. The Warrant Agent shall be under no obligation to institute or defend any action, suit, or legal
proceeding in connection herewith or to take any other action likely to involve the Warrant Agent in expense, unless first indemnified
to the Warrant Agent’s satisfaction. The indemnities provided by this paragraph shall survive the resignation or discharge of the
Warrant Agent or the termination of this Agreement. Anything in this Agreement to the contrary notwithstanding, in no event shall the
Warrant Agent be liable under or in connection with the Agreement for indirect, special, incidental, punitive or consequential losses
or damages of any kind whatsoever, including, but not limited, to lost profits, whether or not foreseeable, even if the Warrant Agent
has been advised of the possibility thereof and regardless of the form of action in which such damages are sought, and the Warrant Agent’s
aggregate liability to the Company, or any of the Company’s representatives or agents, under this Section 14(a) or under any other
term or provision of this Agreement, whether in contract, tort, or otherwise, is expressly limited to, and shall not exceed in any circumstances,
one (1) year’s fees received by the Warrant Agent as fees and charges under this Agreement, but not including reimbursable expenses
previously reimbursed to the Warrant Agent by the Company hereunder.


 


(b) Agent for the Company. In acting
under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligations or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial
owners of Warrants.


 


(c) Counsel. The Warrant Agent may
consult with counsel satisfactory to it, which may include counsel for the Company, and the written advice of such counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance
with the advice of such counsel.


 






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(d) Documents. The Warrant Agent
shall be protected and shall incur no liability for or in respect of any action taken or omitted by it in reliance upon any Warrant Certificate,
notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to
have been presented or signed by the proper parties.


 


(e) Certain Transactions. The Warrant
Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights
that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may
engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for,
any committee or body of Holders of the Warrants or other obligations of the Company as freely as if it were not the Warrant Agent hereunder.
Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the
Company is a party.


 


(f) No Liability for Interest. Unless
otherwise agreed with the Company, the Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant Certificates.


 


(g) No Liability for Invalidity. The
Warrant Agent shall have no liability with respect to any invalidity of this Agreement or the Warrant Certificates (except as to the Warrant
Agent’s countersignature thereon).


 


(h) No Responsibility for Representations. The
Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificate (except as to the
Warrant Agent’s countersignature thereon), all of which are made solely by the Company.


 


(i) No Implied Obligations. The
Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and
no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant
Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment
of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificate. The
Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate
with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law.


 


Section 15. Purchase or Consolidation
or Change of Name of Warrant Agent. Any corporation into which the Warrant Agent or any successor Warrant Agent may be merged or with
which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent or any successor
Warrant Agent shall be party, or any corporation succeeding to the corporate trust business of the Warrant Agent or any successor Warrant
Agent, shall be the successor to the Warrant Agent under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Warrant Agent
under the provisions of Section 17. In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement
any of the Warrant Certificates shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature
of the predecessor Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor
Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall have the full force
provided in the Warrant Certificates and in this Agreement.


 


In case at any time the name of the Warrant Agent
shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may
adopt the countersignature under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of
the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its
prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates
and in this Agreement.


 






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Section 16. Duties of Warrant Agent.
The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which
the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent may consult with legal
counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion of such counsel shall be full
and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance
with such opinion.


 


(b) Whenever in the performance of its duties
under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company
prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chief Executive Officer or Chief Financial
Officer of the Company; and such certificate shall be full authentication to the Warrant Agent for any action taken or suffered in good
faith by it under the provisions of this Agreement in reliance upon such certificate.


 


(c) Subject to the limitation set forth in Section
14, the Warrant Agent shall be liable hereunder only for its own gross negligence or willful misconduct, or for any intentional breach
by it of this Agreement.


 


(d) The Warrant Agent shall not be liable for
or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant Certificate (except its countersignature
thereof) by the Company or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made
by the Company only.


 


(e) The Warrant Agent shall not be under any
responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the
Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its countersignature thereof); nor shall
it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate;
nor shall it be responsible for the adjustment of the Exercise Price or the making of any change in the number of Warrant Shares required
under the provisions of Section 11 or 13 or responsible for the manner, method or amount of any such change or the ascertaining of the
existence of facts that would require any such adjustment or change (except with respect to the exercise of Warrants evidenced by the
Warrant Certificates after actual notice of any adjustment of the Exercise Price); nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any Warrant Shares to be issued pursuant to this Agreement or
any Warrant Certificate or as to whether any Warrant Shares will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 


(f) Each party hereto agrees that it will perform,
execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments
and assurances as may reasonably be required by the other party hereto for the carrying out or performing by any party of the provisions
of this Agreement.


 


(g) The Warrant Agent is hereby authorized to
accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer or Chief Financial Officer
of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable and
shall be indemnified and held harmless for any action taken or suffered to be taken by it in good faith in accordance with instructions
of any such officer, provided Warrant Agent carries out such instructions without gross negligence or willful misconduct.


 


(h) The Warrant Agent and any shareholder, director,
officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily
interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as
fully and freely as though it were not Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from acting
in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents, and
the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents or
for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the
selection and continued employment thereof.


 






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Section 17. Change of Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign and be discharged from its duties under this Agreement upon
30 days’ notice in writing sent to the Company or such shorter period of time agreed to by the Company. The Company may remove the
Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent,
as the case may be, or such shorter period of time as agreed. If the office of the Warrant Agent becomes vacant by resignation, termination
or incapacity to act or otherwise, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then
the Warrant Agent or any Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new
Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a new warrant
agent is appointed. Any successor Warrant Agent (but not including the initial Warrant Agent), whether appointed by the Company or by
such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing,
which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed, and except for executing and delivering documents as provided in the sentence that follows, the predecessor Warrant Agent
shall have no further duties, obligations, responsibilities or liabilities hereunder, but shall be entitled to all rights that survive
the termination of this Warrant Agreement and the resignation or removal of the Warrant Agent, including, but not limited to, its right
to indemnity hereunder. If for any reason it becomes necessary or appropriate or at the request of the Company, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority,
powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


Section 18. Issuance of New Warrant
Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the Company may, at its
option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Exercise Price per share and the number or kind or class of shares or other securities or property purchasable under
the several Warrant Certificates made in accordance with the provisions of this Agreement.


 


Section 19. Notices. Notices
or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate to or
on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate to or on the
Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate shall be deemed given (a) on the date
delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal Express or another recognized
overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the fourth Business Day following the mailing
thereof with postage prepaid, if mailed by registered or certified mail (return receipt requested), and (d) the date of transmission,
if such notice or communication is delivered via facsimile or email attachment at or prior to 5:30 p.m. (New York City time) on a Business
Day and (e) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email
attachment on a day that is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, in each case to the parties
at the following addresses (or at such other address for a party as shall be specified by like notice):


 


(a) If to the Company, to


 


Elephant Oil Corp.


700 Milam, Suite 1300

Houston, TX 77002


Attn: Matt Lofgran, Chief Executive Officer


Email: mlofgran@elephant-oil.com


 


with a copy (which shall not constitute notice) to:


 


McDermott Will & Emery LLP


One Vanderbilt Avenu


New York, NY 10016


Attention: Robert Cohen


E-mail: RCohen@mwe.com


 






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(b) If to the Warrant Agent, to


 


Vstock Transfer, LLC


18 Lafayette Place


Woodmere, NY 11598


Attention: Relationship Management


E-mail: info@vstocktransfer.com


 


For any notice delivered by email to be deemed given or made, such
notice must be followed by notice sent by overnight courier service to be delivered on the next business day following such email, unless
the recipient of such email has acknowledged via return email receipt of such email.


 


(c) If to the Holder of any Warrant Certificate
to the address of such Holder as shown on the registry books of the Company. Any notice required to be delivered by the Company to the
Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding any other provision of this Agreement,
where this Agreement provides for notice of any event to a Holder of any Warrant, such notice shall be sufficiently given if given to
the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section 20. Supplements and Amendments.


 


(a) The Company and the Warrant Agent may from
time to time supplement or amend this Agreement without the approval of any Holders of Global Warrants in order to add to the covenants
and agreements of the Company for the benefit of the Holders of the Global Warrants or to surrender any rights or power reserved to or
conferred upon the Company in this Agreement, provided that such addition or surrender shall not adversely affect the interests of the
Holders of the Global Warrants or Warrant Certificates in any material respect.


 


(b) In addition to the foregoing, with the consent
of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of the Warrant Shares issuable thereunder,
the Company and the Warrant Agent may modify this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Warrant Agreement or modifying in any manner the rights of the Holders of the Global Warrants; provided,
however, that no modification of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants
are exercisable or the rights of holders of Warrants to receive liquidated damages or other payments in cash from the Company or reducing
the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of each outstanding
Warrant Certificate affected thereby; provided further, however, that no amendment hereunder shall affect any terms of any Warrant Certificate
issued in a Warrant Exchange. As a condition precedent to the Warrant Agent’s execution of any amendment, the Company shall deliver
to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the proposed amendment complies with
the terms of this Section 20.


 


Section 21. Successors. All
covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.


 


Section 22. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant Certificates and the Warrant
Agent any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be for the sole and exclusive benefit of
the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 


Section 23. Governing Law. This
Agreement and each Warrant Certificate and Global Warrant issued hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts. This
Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions. The captions
of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning or construction
of any of the provisions hereof.


 


Section 26. Information. The
Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common Stock, except
to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities and Exchange
Commission.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	 	ELEPHANT OIL CORP.
	 	 
	 	By:	                
	 	Name: 	 
	 	Title:	 
	 	 
	 	VSTOCK TRANSFER, LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


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