Exhibit
10.5


 


DATED 
JUNE 20, 2022


 





ELEPHANT
OIL CORP


 


and


 


LANRE
OLONINIYI


 





 
















 


EMPLOYMENT
AGREEMENT


 










 



 





 


 





Druces
LLP


Salisbury
House


London
Wall


London
EC2M 5PS


Tel+44(0)20
7638 9271


Fax+44(0)20
7628 7525


Ref:
ELE007.0001


 







     


     


    

 


THIS
AGREEMENT is made on the day of June 20, 2022


 


B
E T W E E N:


 


		(1)	ELEPHANT
                                            OIL CORP whose registered office is at 700 Milan Suite 300, Houston Texas, 77002, United
                                            States of America (the “Company”); and



 


		(2)	LANRE
                                            OLONINIYI of 4 Rosemead Close, Surbiton, KT6 7AY, United Kingdom (the “CFO”).



 


RECITAL:


 


The
parties have agreed that the CFO shall with effect from the Effective Date be employed on the terms of this Agreement and that all other
agreements between the Company and the CFO, whether written or otherwise, shall be superseded.


 


THIS
AGREEMENT provides:


 


		1.	DEFINITIONS
                                            AND INTERPRETATION



 


		1.1	In
                                            this Agreement and the Schedules the following expressions, unless otherwise expressly stated,
                                            have the following respective meanings:



 


	 	“Associated
    Company”	any
    company which for the time being is: (a) a company having an ordinary share capital (as defined in s832 of the Income and Corporation
    Taxes Act 1988) of which not less than 25 per cent is owned directly or indirectly by the Company (or its holding company) applying
    the provisions of s838 of the Income and Corporation Taxes Act 1988 in the determination of ownership; (b) a holding company (as
    defined in s1159 of the Companies Act 2006) of the Company; or (c) a subsidiary (as defined in s1159 of the Companies Act 2006) of
    any such holding company
	 	“Board”	means
    the directors for the time being of the Company present at a duly convened and quorate meeting of the directors, or of a committee
    of the directors duly appointed for the purpose in question;
	 	“Company
    Invention”	means
    any improvement, invention or discovery made by the CFO which applying the provisions of s39 of the Patents Act 1977 in the determination
    of ownership is, as between the parties, the property of the Company;
	 	“Confidential
    Information”	means
    trade secrets and other confidential information relating to the Company, including, without limitation, those matters set out in
    Schedule 2;
	 	“Effective
    Date”	means
    1 October 2021;
	 	“Employment”	means
    the employment of the CFO under this Agreement;
	 	“ERA”	means
    the Employment Rights Act 1996, as amended;



 






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	 	“Group”	means
    the Company and any subsidiary or subsidiaries for the time being of the Company or Companies where the Board collectively own more
    than 51% of the issued share capital. “Subsidiary” has the meaning assigned to it by section 1159 of the Companies Act
    2006.  The expressions “Group Company” and “Group Companies” shall be construed accordingly; 
	 	“Incapacity”	means
    sickness or injury rendering the CFO incapable of performing services in accordance with the provisions of this Agreement and supported
    by a written medical report of such registered medical practitioner as the Company may select;
	 	“Recognised
    Investment Exchange”	means
    a body which is a recognised investment exchange for the purposes of the Financial Services and Markets Act 2000 (or any superseding
    legislation);
	 	“Regulatory
    Organisation”	includes,
    without limitation, the Financial Services Authority;
	 	“Remuneration
    Committee”	means
    the remuneration committee of the Company;
	 	“Salary”	means
    salary paid pursuant to Clause 7, as reviewed from time to time and as specified in Schedule 1;
	 	“Share
    Option Scheme”	means
    the share option scheme constituted and governed by the Company’s share option scheme rules dated 2 February 2022; and
	 	“Termination
    Date”	means
    the date the employment of the CFO hereunder is terminated.


 


		1.2	In
                                            this Agreement:



 


		(a)	the
                                            masculine gender includes the feminine, and the singular number includes the plural, and
                                            vice versa;



 


		(b)	references
                                            to persons, include bodies corporate;



 


		(c)	references
                                            to Clauses and the Schedules are references to clauses of and the schedules to this Agreement;



 


		(d)	references
                                            to United Kingdom statutes shall be deemed to refer to such statutes as amended or re-enacted
                                            after the Effective Date.



 


		1.3	The
                                            Schedules form part of and are incorporated in this Agreement.



 


		1.4	Headings
                                            are included for ease of reference only and shall not affect the interpretation of this Agreement.



 


		1.5	No
                                            modification, variation or amendment to this Agreement shall be effective unless such modification,
                                            variation or amendment is in writing and has been signed by or on behalf of the parties.



 


		2.	COMMENCEMENT



 


		2.1	The
                                            Company appointed Lanre Oloniniyi to act as Chief Financial Officer on 1 October 2021.



 


		2.2	This
                                            Agreement shall take effect and be deemed to have commenced on the Effective Date.



 


		3.	HOURS
                                            OF WORK



 


		3.1	The
                                            CFO shall be required to work whatever hours are necessary for the professional completion
                                            of his duties as the needs of the Company require.



 


		3.2	The
                                            CFO agrees that he is autonomous and therefore not subject to the Working Time Regulations
                                            1998 (and any amendment to or re-enactment of them) or any legislative provisions imposing
                                            a maximum number of average weekly working hours and these shall not apply to the CFO’s
                                            employment. In the event that the CFO is not considered to be autonomous the CFO agrees that
                                            the Working Time Regulations 1998 (and any amendment to or re-enactment of them) or any legislative
                                            provisions imposing a maximum number of average weekly working hours shall not apply to his
                                            employment. However, the CFO may revoke his agreement to this at any time by giving the Company
                                            not less than three months’ written notice of his intention to do so.



 


		3.3	Unless
                                            otherwise directed by the Board or prevented by Incapacity and subject to Clause 10, the
                                            CFO shall devote the whole of his time, attention and abilities to the business of the Company
                                            as may be reasonably necessary for the proper performance of his duties.



 






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		4.	DURATION
                                            OF WORK



 


The
CFO’s appointment shall continue until terminated by either party giving to the other not less than 6 months’ prior written
notice.


 


		5.	DUTIES



 


		5.1	The
                                            CFO shall be responsible to the Company and shall undertake the duties and exercise the powers
                                            assigned to or vested to him by the Board during the continuance of the Employment, and he
                                            shall:-



 


		(a)	well
                                            and faithfully serve the Company;



 


		(b)	use
                                            all reasonable endeavours to promote the interests of the Company;



 


		(c)	use
                                            his reasonable endeavours to achieve such reasonable targets, benchmarks and goals as are
                                            set by the Board;



 


		(d)	keep
                                            the Board informed of his conduct of the business;



 


		(e)	at
                                            all times conform to the reasonable and lawful directions of the Board; and



 


		(f)	at
                                            all times comply with such share dealing restrictions as the Company may require and as set
                                            out in the rules for AIM companies as published by the London Stock Exchange and the Market
                                            Abuse Regulation.



 


		5.2	The
                                            CFO shall:



 


		5.2.1	comply
                                            with all applicable laws, regulations, codes, policies and sanctions relating to anti-bribery
                                            and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);



 


		5.2.2	not
                                            engage in any activity, practice or conduct which would constitute an offence under sections
                                            1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried
                                            out in the UK;



 


		5.2.3	comply
                                            with the Company’s Ethics and Anti-bribery and Anti-corruption Policies and in each case
                                            as the Company may update them from time to time (Relevant Policies);



 


		5.2.4	ensure
                                            that all persons associated with the CFO or other persons who are performing services
                                            or providing goods in connection with this Agreement comply with this clause 5.2.



 


		5.3	Breach
                                            of clause 5.2 shall be deemed a material breach of this Agreement.



 


		5.4	For
                                            the purpose of clause 5.2, the meaning of adequate procedures and foreign public official
                                            and whether a person is associated with another person shall be determined in accordance
                                            with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of
                                            that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.



 


		5.5	In
                                            the event that the CFO shall be seconded to work for any Associated Company or Subsidiary
                                            he shall continue to be employed by the Company under the terms of this Agreement which shall
                                            remain in full force and effect.



 






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		6.	OTHER
                                            INTERESTS



 


		6.1	The
                                            CFO shall not at any time undertake any commercial activity of any nature whatsoever which
                                            competes with the business of the Company. Furthermore the CFO shall not without the prior
                                            written consent of the Board directly or indirectly engage, or be concerned or interested
                                            in, any other business, trade, profession or occupation which may reduce in any manner his
                                            ability to fulfil his duties and obligations under this Agreement.



 


		6.2	The
                                            CFO undertakes that he will during the currency of the Employment, promptly declare in writing,
                                            so far as he is aware of the same, the nature of any personal interests, whether direct or
                                            indirect, in any contract or proposed contract to be entered into by the Company or with
                                            which the Company is concerned or involved.



 


		6.3	Clause
                                            6.1 shall not prohibit the CFO from holding or being interested in securities (whether quoted
                                            or unquoted) in any company whose securities are quoted on a Recognised Investment Exchange
                                            PROVIDED THAT such company is not in competition with the business of the Company and/or
                                            any Group Company.



 


		6.4	The
                                            CFO confirms to the Company that his declaration of outside interests and other directorships
                                            at Schedule 4 is complete and that any further outside interests shall require the consent
                                            of the Board.



 


		7.	REMUNERATION
                                            AND BENEFITS



 


		7.1	The
                                            Salary shall be reviewed by the Remuneration Committee and adjusted in line with industry
                                            norms subject to the financial position of the Company as determined in the sole discretion
                                            by the Remuneration Committee each year.



 


		7.2	The
                                            Salary shall accrue from day to day and shall be payable monthly in arrears, payment in respect
                                            of a period of less than a month being apportioned in proportion to the number of working
                                            days of the Employment in that month upon which the CFO works.



 


		7.3	The
                                            Company shall be entitled, pursuant to Part II of the ERA, at any time during the Employment
                                            and upon its termination (howsoever arising), to deduct any sums owed by the CFO to the Company
                                            from the Salary and/or any other sums due to the CFO under this Agreement. Sums shall be
                                            deducted on such basis as is agreed when such sums are provided by the Company, failing which
                                            on the next Salary payment(s) after demand by the Company or at end of the Employment. Such
                                            deductions shall be without prejudice to the Company’s right to recover any balance
                                            remaining after making such deductions.



 


		7.4	The
                                            Salary plus any discretionary bonus, dividend or equity linked payment shall encompass the
                                            whole of the CFO’s remuneration from the Company, any regular fee or income payments
                                            due under any other contracts (excluding reimbursable expenses) shall be replaced in their
                                            entirety by the provisions of this Agreement.



 


		7.5	The
                                            CFO is entitled to participate in the Company’s Share Option Scheme which is subject
                                            to, and governed by, a separate share option agreement between the Company and the CFO.



 


		8.	EXPENSES



 


The
CFO shall be reimbursed all duly justifiable reasonable travelling, hotel, entertainment and other out-of-pocket expenses properly incurred
in the performance of the duties of the Employment, provided that the CFO provides appropriate evidence to the Company of the expenses
incurred by him and provided that any amount in excess of £1,000 should be agreed with the chief executive officer of the Board
in advance.


 


		9.	PENSION



 


		9.1	The
                                            Company does not have a pension scheme but provides access to a stakeholder pension scheme.



 






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		10.	HOLIDAYS



 


		10.1	The
                                            CFO shall be entitled to public holidays and to that number of working day’s paid holiday
                                            as set out in Schedule 1 in each calendar year during the Employment (the “Holiday
                                            Year”) to be taken at times and for periods as the CFO reasonably chooses. It is noted
                                            that the CFO is statutorily entitled to 28 days holiday in each calendar year inclusive of
                                            public holidays.



 


		10.2	For
                                            the holiday year during which his appointment commences or terminates, the CFO is entitled
                                            to the number of working days’ holiday equal to one twelfth of his annual entitlement
                                            for each calendar month completed in the employment of the Company for that year.



 


		10.3	Paid
                                            holiday entitlement shall accrue at the rate of 2.5 working days per month of completed service
                                            in each calendar year and on the determination of his employment hereunder the CFO shall
                                            be entitled to pay in lieu of outstanding holiday entitlement in respect of that calendar
                                            year or shall be required to repay to the Company for holiday taken in excess of his actual
                                            entitlement and for the purposes of this clause the basis of calculation shall be 1/260 annual
                                            salary for each day’s holiday entitlement. The Company reserves the right to require
                                            the CFO to take any accrued unused holiday entitlement during his period of notice.



 


		10.4	Holiday
                                            entitlement in the Holiday Year in which the Employment terminates shall be proportionate
                                            to the period of service during the Holiday Year and the CFO shall be paid in lieu of any
                                            entitlement not taken at the Termination Date, any payment in excess of holiday accrued due
                                            being deducted from the final payment of the Salary.



 


		10.5	The
                                            Company reserves the right to refuse to allow the CFO to take holidays during any particular
                                            period if the Company reasonably considers that such holidays are likely to have an adverse
                                            effect on the Company.



 


		11.	COMPANY
                                            SICK PAY



 


		11.1	If
                                            the CFO shall be prevented by illness (including mental disorder) accident or other incapacity
                                            from properly performing his duties hereunder he shall report this fact forthwith to the
                                            Board and if the CFO is so prevented for seven or more consecutive days he shall provide
                                            a medical practitioner’s statement on the eight day and weekly thereafter.



 


		11.2	If
                                            the CFO shall be absent from his duties hereunder due to illness (including mental disorder)
                                            accident or other incapacity duly certified in accordance with the provisions of sub-clause
                                            11.1 hereof he shall be paid his full remuneration hereunder excluding bonus (if any) for
                                            up to 60 working days absence in any period of 12 months and thereafter such remuneration
                                            if any as the Board shall in its discretion from time to time allow provided that there shall
                                            be deducted from or set off against such remuneration any Statutory Sick Pay to which the
                                            CFO is entitled and Society Security Sickness Benefit or other benefits recoverable by the
                                            Appointee (whether or not recovered).



 


		11.3	If
                                            the CFO’s ill health or injury is the result of an accident caused by a third party
                                            in respect of which damages are recoverable then the CFO will be required to:



 


		(a)	Notify
                                            the Company immediately of all the relevant circumstances and of any claim, compromise, settlement
                                            or judgment made or awarded in connection with it;



 


		(b)	Give
                                            to the Company such information concerning the above matters as it shall reasonably require;
                                            and



 


		(c)	If
                                            the Company so requires, refund to it any amount that the CFO has received from any such
                                            third party provided that the refund shall be no more than the amount which the CFO has recovered
                                            in respect of the sick pay which the CFO has received.



 






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		12.	SUMMARY
                                            TERMINATION



 


		12.1	The
                                            Company may, provided that the Board considers it reasonable to do so, summarily terminate
                                            the Employment so that the CFO shall have no claim for damages or otherwise against the Company
                                            in respect of such termination (but without prejudice to any other remedy or remedies which
                                            it may have against the CFO) if the CFO shall:



 


		(a)	become
                                            the subject of a bankruptcy order or an interim order under the Insolvency Act 1986;



 


		(b)	become
                                            a patient for the purposes of Part VII of the Mental Health Act 1983;



 


		(c)	be
                                            convicted of any criminal offence (other than an offence under road traffic legislation in
                                            the United Kingdom or elsewhere for which no custodial sentence is imposed) provided always
                                            that such conviction brings the reputation of the Company or Group Company into serious question
                                            or disrepute and has a material detrimental effect on the finances or future business prospects
                                            of the Company or the Group Company;



 


		(d)	commit
                                            any act of dishonesty, or any other act which may seriously affect his ability to discharge
                                            his duties under this Agreement;



 


		(e)	be
                                            guilty of any serious misconduct or have committed a serious breach of his duties or obligations
                                            under this Agreement which is incapable of being remedied or, where any serious misconduct
                                            or serious breach is capable of being remedied, is not so remedied within 21 days of receipt
                                            by the CFO of written notice from the Company requiring the CFO to remedy the breach or to
                                            refrain from the conduct in question provided always that such serious misconduct brings
                                            the reputation of the Company or Group Company into serious question or disrepute and has
                                            a material detrimental effect on the finances or future business prospects of the Company
                                            or the Group Company;



 


		(f)	commit
                                            an act or so conduct himself in a manner which brings the reputation of the Company or Group
                                            Company into serious question or disrepute and which has a material detrimental effect on
                                            the finances or future business prospects of the Company; or



 


		(g)	be
                                            found personally liable for misfeasance, fraudulent or wrongful trading under Sections 212,
                                            213 or 214 of the Insolvency Act 1986.



 


		12.2	During
                                            any period of notice to terminate this Agreement and/or the period not exceeding one month
                                            of any disciplinary investigation and/or procedure affecting the CFO, the Company shall in
                                            its sole and absolute discretion be entitled to suspend the CFO provided that the CFO shall
                                            be entitled to receive Salary, and other benefits pursuant to this Agreement, in the usual
                                            way, during such period of suspension. During such period the CFO’s obligations of
                                            good faith, confidentiality and exclusive service to the Company remain in force.



 


		12.3	During
                                            the period of any suspension, the CFO shall only attend at the offices of the Company or
                                            act as representative of the Company if expressly directed to do so by the Company (whereupon
                                            the CFO shall so attend as directed by the Company) but the Company shall not be obliged
                                            to provide work to the CFO during the suspension period.



 


		12.4	Such
                                            suspension shall be without prejudice to the right of the Company at any time to terminate
                                            the employment of the CFO in accordance with the provisions of this Agreement.



 






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		13.	PAY
                                            IN LIEU



 


Once
notice to terminate has been given by either party in accordance with clause 4 hereof, or any other purported termination of the Agreement
by either party or if notice of a shorter period than that required by clause 4 hereof has been given, the Company reserves the right,
exercisable in its absolute discretion, to terminate the CFO’s employment by making a payment in lieu of the notice required by
clause 4 or any unexpired part of such notice. Any payment in lieu of notice shall consist of a sum equivalent to the CFO’s basic
salary (at the rate applicable at the date notice is given) for the notice period required by clause 4 or any unexpired period thereof
and shall be subject to such deductions as the Company is required to make. For the avoidance of doubt, if the Company terminates the
CFO’s employment other than in accordance with its rights under this Agreement any entitlement to damages for breach of contract
will be assessed on the normal common law principles (including the CFO’s obligation to mitigate his loss) and the right of the
Company to make a payment in lieu of notice does not give rise to any right for the CFO to receive such a payment.


 


		14.	GARDEN
                                            LEAVE



 


		14.1	The
                                            Company reserves the right where either party to this Agreement gives notice (including short
                                            or no notice) to terminate this Agreement or otherwise purports to terminate the CFO’s
                                            employment, to:



 


		(a)	exclude
                                            the CFO from all or any of the Company or any Group Company’s places of business; or



 


		(b)	to
                                            require him to attend one of the Group Company’s offices to carry out special projects
                                            which are reasonably commensurate with his position and within his skill and competence as
                                            directed by the Board; or



 


		(c)	to
                                            forbid him to contact the employees, clients or suppliers of the Company or any Group Company,
                                            in relation to the business of the Company or any Group Company with which he was concerned
                                            in the 12 months prior to being put on garden leave during all or any part(s) of the CFO’s
                                            contractual notice period (the “Garden Leave Period”). 



 


		14.2	Where
                                            the Company exercises its rights under clause 14.1 above, it is relieved from any obligation
                                            whatsoever to provide the CFO with work to do, or to allow the CFO access to any premises
                                            of the Company or any Group Company, or to have contact with or dealings with employees,
                                            clients or suppliers of the Company or any Group Company in relation to the business of the
                                            Company or any Group Company, or to allow the CFO to carry out his normal duties and the
                                            CFO’s normal duties under this Agreement will be suspended during such period.



 


		14.3	During
                                            any period of Garden Leave the CFO will, if requested, remain readily contactable by providing
                                            telephone and other contact details and be available to work for the Company save when the
                                            CFO is on holiday by prior agreement with the Company.



 


		14.4	During
                                            the Garden Leave Period the CFO’s salary and all other contractual benefits shall not
                                            cease to be payable or provided by reason only of the Company exercising its rights pursuant
                                            to sub clauses 14.1(a), (b) and (c) above. The CFO’s holiday will continue to accrue
                                            during the Garden Leave period subject to clause 14.6 below.  This Clause shall not
                                            affect the general right of the Company to suspend in accordance with Clause 12.2 nor affect
                                            the rights and obligations of the parties prior to the service of such a notice.



 


		14.5	During
                                            the Garden Leave Period the CFO remains an employee of the Company and is bound by the terms
                                            of this Agreement (other than to perform work for the Company unless specifically required
                                            to do so).  In particular, the CFO remains bound by his obligations of confidentiality,
                                            loyalty, good faith, and exclusive service to the Company, including those obligations set
                                            out in schedule 3 which obligations, inter alia, preclude the CFO from taking up any other
                                            employment during the Garden Leave Period if it would conflict with such obligations.



 


		14.6	The
                                            Company reserves the right to require the CFO to take any accrued or outstanding holiday
                                            entitlement during the Garden Leave period.



 


		15.	TRANSFER
                                            OF UNDERTAKING



 


If
the Company goes into voluntary liquidation for the purpose of amalgamation or reconstruction or transferring the whole or any substantial
part of its business to any other company, the CFO shall not for that reason, or by reason of any consequent termination of the Employment,
have any claim for damages or otherwise for breach of this Agreement so long as the CFO shall be offered employment on terms no less
favourable than those contained in this Agreement by any company succeeding to the whole or any part of the business of the Company.


 






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		16.	CHANGE
                                            OF CONTROL



 


In
the event of a Change of Control of the Company the CFO shall be entitled to receive a lump sum equivalent to one year’s salary.
If notice is given by either party pursuant to a Change of Control the Employee shall not be required to serve the period of notice set
out in clause 4, but shall be entitled to receive the further remuneration anticipated during such period of notice.


 


		17.	DUTIES
                                            ON TERMINATION



 


		17.1.	Upon
                                            termination of the Employment, the CFO shall without prejudice to any claim for damages or
                                            other remedy which either party might have against the other, immediately deliver up to the
                                            Company all correspondence, documents, specifications, papers, magnetic disks, tapes, disks
                                            or other software storage media and property belonging to the Company and any Group Company
                                            which may be in the CFO’s possession or under his control (including such as may have
                                            been made or prepared by or have come into the possession or under the control of the CFO
                                            and relate in any way to the business or affairs of the Company or any Group Company and/or
                                            of any of their suppliers, agents, distributors and/or customers) and the CFO shall not,
                                            without the written consent of the Board, retain any copies thereof.



 


		17.2.	The
                                            CFO shall not knowingly at any time make any untrue or misleading statement in relation to
                                            the Company or any Associated Company or Subsidiary or represent himself as being still employed
                                            by the Company or any Associated Company or Subsidiary.



 


		17.3.	The
                                            CFO agrees that he will provide all reasonable assistance to the Company if at any time after
                                            the Termination Date the Company requests his co-operation in respect of any litigation or
                                            disputes it is engaged in with third parties.



 


		18.	CONFIDENTIAL
                                            INFORMATION



 


		18.1.	The
                                            CFO acknowledges that all notes, lists, memoranda, records, slips and other writings (in
                                            whatever form (and whether held in hard copy or any electric medium)) made by, or in the
                                            possession or custody of, the CFO relating to the business of the Company or any Group Company
                                            shall be and remain the property of the Company or Group Company and shall be handed over
                                            by him to such company from time to time on demand and in any event upon his leaving the
                                            service of the Company. In this connection, the CFO shall keep the Company’s systems
                                            manager advised of all passwords used by the CFO on any computer on which he maintains such
                                            notes and writings, and shall immediately notify any changes made to such passwords or any
                                            loss of any data from such computer.



 


		18.2.	The
                                            CFO agrees with the Company as follows:-



 


		(d)	he
                                            will not at any time during or after the termination of the Employment reproduce, use, communicate
                                            or attempt to do so to any person whatsoever any Confidential Information concerning the
                                            business and affairs of the Company or any customer of the Company or any Group Company which
                                            he may become possessed and which may have come to his knowledge during the Employment, nor
                                            through any failure to exercise all due care and diligence, cause any unauthorised disclosure
                                            of any such Confidential Information except where the same shall be in the public domain
                                            other than by unauthorised disclosure by the CFO;



 


		(e)	he
                                            will at all times during his employment use all reasonable endeavours to prevent unauthorised
                                            publication or disclosure of any Confidential Information as referred to in sub-paragraph
                                            (a) that is under his control;



 


		(f)	not
                                            at any time during the Employment make, other than for the benefit of the Company or any
                                            Group Company, any lists, notes or memoranda relating to any matter within the scope of and
                                            directly or indirectly concerning the business of the Company or any Group Company, or any
                                            of the dealings or affairs of the Company or any Group Company;



 


		(g)	not
                                            to use during or after termination of the Employment (howsoever caused) any such Confidential
                                            Information acquired in the course of the performance of his duties for any purpose whatever,
                                            including without limitation for his own benefit or for that of any other party or to the
                                            detriment of the Company or any Group Company;



 


		(h)	not
                                            to use during or after termination of his employment (either alone or in conjunction with
                                            some other name) the name of the Company or such other trade names as the Company or any
                                            Group Company shall use during the course of the Employment in any manner whatsoever, other
                                            than for the business of the Company or any Group Company.



 






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		19.	INVENTIONS



 


		19.1.	If
                                            at any time during his employment the CFO (whether alone or with any other person or persons)
                                            makes any invention, relating directly to the business of the Company, the CFO shall promptly
                                            disclose to the Company full details, including drawings and models, of such invention to
                                            enable the Company to determine whether it is a Company Invention. If the invention is not
                                            a Company Invention the Company shall treat all information disclosed to it by the CFO as
                                            confidential information and the property of the CFO.



 


		19.2.	If
                                            the invention is a Company Invention the CFO shall hold it in trust for the Company, and
                                            at the request and expense of the Company do all things necessary or desirable to enable
                                            the Company, or its nominee, to obtain the benefit of the Company Invention and to secure
                                            patent or other appropriate forms of protection for it throughout the World.



 


		19.3.	Decisions
                                            as to the patenting and exploitation of any Company Invention shall be in the sole discretion
                                            of the Company.



 


		19.4.	The
                                            CFO irrevocably appoints the Company to be his attorney in his name and on his behalf to
                                            execute and sign all such instruments or things and generally to use the CFO’s name
                                            for the purpose of giving to the Company or its nominee the full benefit of the provisions
                                            of clause 19.2. A certificate in writing signed by any CFO or the company secretary, that
                                            any instrument or act falls within the authority hereby conferred, shall be conclusive evidence
                                            that such is the case so far as any third party is concerned.



 


		20.	OTHER
                                            INTELLECTUAL PROPERTY



 


		20.1.	The
                                            CFO hereby agrees that all copyright, moral rights, patents, trademarks, trade names, service
                                            marks, design rights, database rights, rights in undisclosed or confidential information
                                            (including without limit, know-how and trade secrets whether patentable or not) and other
                                            similar intellectual property rights and other rights in the nature of intellectual property
                                            (whether or not registered or registrable) created, generated, acquired or made by him during
                                            the continuance of his employment (except where such rights were created, generated, acquired
                                            or made by the employee wholly outside his normal working hours and are wholly unconnected
                                            with his appointment) shall belong to the Company.



 


		20.2.	The
                                            CFO hereby assigns to the Company by way of future assignment all copyright and other rights
                                            referred to in clause 20.1 for the full terms thereof throughout the World and agrees at
                                            the request and expense of the Company do all things necessary or desirable to substantiate
                                            those rights of the Company (including without limit the execution of the necessary documentation).



 


		20.3.	The
                                            CFO shall notify the Company immediately upon the creation or coming into existence of any
                                            of the rights referred to in clause 20.1.



 


		20.4.	The
                                            CFO irrevocably and unconditionally waives in favour of the Company any and all moral rights
                                            conferred on him by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 in
                                            relation to any works originated, conceived, written or made by him alone or with others
                                            during the continuance of his employment (except in relation to those works originated, conceived
                                            or written or made by him wholly outside his normal working hours and wholly unconnected
                                            with his appointment).



 






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		21.	POST-EMPLOYMENT
                                            RESTRICTIONS



 


The
CFO agrees to be bound by and to honour and observe the covenants contained in Schedule 3 and considers them reasonable and legitimate
for the purpose of protecting and promoting the business of the Company.


 


		22.	PRESCRIBED
                                            INFORMATION



 


The
following information is set forth for the purposes of section 3, ERA:


 


		22.1.	If
                                            the CFO has any cause for complaint in respect of his/her terms of employment, or with disciplinary
                                            action taken against him, the CFO should raise it informally and orally with the Board. If
                                            the complaint is not resolved initially he should set out his complaint in writing to the
                                            Board who will endeavour to resolve the CFO’s grievance. For the avoidance of doubt
                                            this procedure does not form part of the CFO’s contract of employment;



 


		22.2.	The
                                            decision of the Board will be final. At all interviews or discussions relating to his grievance
                                            the CFO may be accompanied by another employee; and



 


		22.3.	The
                                            CFO’s period of continuous employment began on the date set out in Schedule 1.



 


		23.	SEVERABILITY



 


The
Company and the CFO acknowledge that the Clauses and sub-Clauses and Schedules of this Agreement are severable. If any Clause, sub-Clause
or identifiable part of any Clause or sub-Clause or Schedule or any paragraph of any Schedule is held to be invalid or unenforceable
by an English court then such invalidity or unenforceability shall not affect the validity or enforceability of the remaining Clauses
or sub-Clauses or Schedules or any paragraph of any Schedule.


 


		24.	POWER
                                            OF ATTORNEY



 


On
the termination of this Agreement for whatever reason, the CFO shall:


 


		24.1.	at
                                            the request of the Company resign without claim for compensation from office as a chief financial
                                            officer of the Company and from all offices held by him in any Associated Company and from
                                            all other appointments or offices which he holds as nominee or representative of the Company
                                            or any Associated Company and if he should fail to do so within seven days the Company is
                                            hereby irrevocably authorised to appoint some person in his name and on his behalf to sign
                                            any documents or do any things necessary or requisite to give effect to this.



 


		24.2.	immediately
                                            deliver to the Company or to its order all books, documents, papers (including copies), materials,
                                            credit cards, keys and other property of or relating to the business of the Company or its
                                            associated companies then in his possession or which are or were last under his power or
                                            control.



 






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		25.	DATA
                                            PROTECTION



 


		25.1.	The
                                            Company will collect and process information relating to the CFO in accordance with its data
                                            protection policy.



 


		25.2.	The
                                            CFO and the Company acknowledge that for the purposes of the Data Protection Legislation
                                            (that is, (a) the General Data Protection Regulation (EU) 2016/679 (GDPR) and any national
                                            implementing law, regulations and secondary legislation, as amended or updated from time
                                            to time in the UK and (b) any successor legislation to the GDPR or the Data Protection Act
                                            1998), the Company is the data controller and the CFO is the data processor.



 


		25.3.	The
                                            CFO and the Company will comply with the Data Protection Legislation.



 


		25.4.	The
                                            CFO shall, in relation to any Personal Data (as defined in the Data Protection Legislation)
                                            processed in connection with the CFO’s appointment by the Company on the terms of this
                                            Agreement:



 


		(a)	process
                                            that Personal Data only on written instructions of the Company;



 


		(b)	keep
                                            the Personal Data confidential;



 





		(c)	comply
                                            with the Company’s data protection policy;



 


		(d)	comply
                                            with the Company’s reasonable instructions with respect to processing Personal Data
                                            and Sensitive Personal Data;



 


		(e)	not
                                            transfer any Personal Data outside of the European Economic Area without the Company’s
                                            prior written consent.



 


		(f)	assist
                                            the Company in responding to any data subject access request and to ensure compliance with
                                            its obligations under the Data Protection Legislation with respect to security, breach notifications,
                                            privacy impact assessments and consultations with supervisory authorities or regulators;



 


		(g)	notify
                                            the Company without undue delay on becoming aware of a Personal Data breach or communication
                                            which relates to the Company’s or the CFO’s compliance with the Data Protection
                                            Legislation;



 


		(h)	at
                                            the written request of the Company, delete or return Personal Data and any copies thereof
                                            to the Company on termination of the CFO’s appointment by the Company unless required
                                            by the Data Protection Legislation to store the Personal Data; and



 


		(i)	maintain
                                            complete and accurate records and information to demonstrate compliance with this clause
                                            25.



 


		25.5.	The
                                            CFO shall ensure that he has in place appropriate technical or organisational measures, reviewed
                                            and approved by the Company, to protect against unauthorised or unlawful processing of Personal
                                            Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate
                                            to the harm that might result from the unauthorised or unlawful processing or accidental
                                            loss, destruction or damage and the nature of the data to be protected, having regard to
                                            the state of technological development and the cost of implementing any measures. Such measures
                                            may include, where appropriate:



 


		(a)	pseudonymising
                                            and encrypting Personal Data;



 


		(b)	ensuring
                                            confidentiality, integrity, availability and resilience of your systems and services;



 


		(c)	ensuring
                                            that availability of and access to Personal Data can be restored in a timely manner after
                                            an incident; and



 


		(d)	regularly
                                            assessing and evaluating the effectiveness of the technical and organisational measures adopted
                                            by the CFO.



 





		25.6.	The
                                            Company does not agree to the CFO appointing any third party processor of Personal Data under
                                            this Agreement.



 






    - 12 -


     


    

 


		26.	COUNTERPARTS



 


This
Agreement may be entered into in any number of counterparts, each of which when so executed and delivered shall be an original, but all
the counterparts shall together constitute one and the same Agreement.


 


		27.	GOVERNING
                                            LAW AND JURISDICTION



 


This
Agreement shall be governed by English law and for the benefit of the Company, the CFO hereby submits to the exclusive jurisdiction of
the English Courts.


 


		28.	NOTICES



 


Any
notice shall be duly served under this Agreement if, in the case of the Company, it is handed to a CFO of the Company (other than the
CFO) or sent by recorded or first class post to the Company at its registered office for the time being and if, in the case of the CFO,
it is handed to him or sent by recorded or first class post to him at his address specified in this Agreement or such other address as
he may notify to the Company. A notice sent by recorded or first class post shall be deemed served on the working day next following
posting.


 


IN
WITNESS whereof the parties have executed and delivered this instrument as a Deed the day and year first before written.


 




    - 13 -


     


    

 


SCHEDULE
1


 


Particulars
of Employment


 


	“Name of employee”	:	Lanre Oloniniyi
	 	 	 
	“Address of CFO”	:	4 Rosemead Close, Surbiton, KT6 7AY, United Kingdom
	 	 	 
	“Effective Date”	:	1 October 2021
	 	 	 
	“Salary”	:	US$7,000 per month until IPO.
		 	US$220,000 per annum after IPO.
	 	 	 
	“Date of Commencement of	 	 
	Continuous Employment”	:	1 October 2021
	 	 	 
	“Holiday Entitlement”	:	30 working days inclusive of bank holidays
	 	 	 
	“Pension”	:	None
	 	 	 
	“Benefits”	:	Participation in the Company’s
    Share Option Scheme in respect of 200,000 shares of common stock at a price of $2.25 per share, being subject always to a share option
    agreement between the Company and CFO



 





    - 14 -


     


    

 


SCHEDULE
2


 


“Confidential
Information”


 


		1.	All
                                            details, information, records, memoranda, slips, policy wording, marketing or sales materials
                                            or other papers relating to:-



 


		(a)	the
                                            Company or any Group Company;



 


		(b)	any
                                            Customer of the Company (within the meaning of Schedule 3);



 


		(c)	any
                                            other customers or prospective customers of the Company or any Group Company;



 


		(d)	any
                                            Facilities (within the meaning of Schedule 3);



 


and
irrespective of the medium in which such information or papers are held or recorded.


 


		2.	All
                                            information relating to:-



 


		(a)	the
                                            internal structure, finances, financial or management controls or operational procedures
                                            of the Company or any Group Company;



 


		(b)	the
                                            directors, officers, managers, agents or other representatives of the Company or any Group
                                            Company (whether in their employment or personal capacities);



 


		(c)	regulatory,
                                            legal, compliance or other matters involving the Company or any Group Company; and



 


		(d)	any
                                            allegation or circumstances which will or may lead to any claim being made against the Company
                                            or any Group Company, or against their respective officers, directors or agents, whether
                                            for negligence, breach of contract or otherwise, provided that nothing in this Clause shall
                                            prevent the CFO from making a protected disclosure under the ERA as amended.



 


		3.	The
                                            following shall not constitute confidential information:-



 


		(a)	information
                                            in the public domain through no fault of the CFO; and



 


		(b)	information
                                            ordered to be produced by a court or tribunal of competent jurisdiction; and



 


		(c)	information
                                            ordered to be produced upon a formal written direction by any Regulatory Organisation provided
                                            that prior to disclosure of such information, the CFO shall give the Company not less than
                                            five days’ notice of the receipt of such written direction, giving full particulars
                                            of the direction and the information intended to be disclosed PROVIDED THAT it is
                                            reasonable in the circumstances and the CFO is not prohibited from doing so by the Regulatory
                                            Organisation.



 


		4.	Paragraphs
                                            1 and 2 of this Schedule 2 are not to be read as exhaustive. Without limitation, Confidential
                                            Information shall also include:-



 


		(a)	any
                                            information which the CFO knows is held by the Company under a duty of confidence to any
                                            third party; and



 


		(b)	any
                                            information which the CFO is expressly told by the Company is confidential.



 




    - 15 -


     


    

 


SCHEDULE
3


 


Post-Employment
Restrictions


 


		1	In
                                            this Schedule 3, the following definitions are used:



 


“Competing
Products” and “Competing Services” mean any products or services competitive with products or services supplied by
the Company or any Associated Company.


 


“Customer”
means any person, company or firm who has been supplied with any products or services by the Company or any Associated Company during
the six months preceding the termination of the CFO’s employment and with whom the CFO personally dealt in connection with this
supply during those six months;


 


“Prohibited
Area” means within one hundred (100) miles in any direction from leases held by the Company;


 


“Prospective
Customer” means any person, company or firm who has been offered any products or services by the Company or any Associated Company
during the six months preceding the termination of the CFO’s employment or has been in a negotiation with the Company or any Associated
Company for the supply of products or services during that period of six months and with whom the CFO personally dealt in connection
with this offer or negotiation during those six months.


 


		2	After
                                            termination of the CFO’s employment, the CFO will not, without the prior written consent
                                            of the Board, directly or indirectly, either alone or jointly with or on behalf of any other
                                            person and whether on his own account or in any other capacity whatever:



 


		2.1	for
                                            a period of three months commencing with the Termination Date, carry on or be engaged or
                                            employed or interested in any business which is carried on in the Prohibited Area and which
                                            competes with any business of the Company and any Associated Company;



 


		2.2	for
                                            a period of three months commencing with the Termination Date canvass, solicit, interfere
                                            with or approach any Customer for the purposes of the supply of Competing Services or Competing
                                            Products or interfere with the Company’s relationship with any Customer or Prospective
                                            Customer;



 


		2.3	for
                                            a period of three months commencing with the Termination Date accept any order or custom
                                            from a Customer in respect of the supply for Competing Services or Competing Products;



 






    - 16 -


     


    

 


		2.4	for
                                            a period of three months commencing with the Termination Date canvass, solicit, interfere
                                            with or approach any Prospective Customer for the purposes of the supply of Competing Services
                                            or Competing Products;



 


		2.5	for
                                            a period of three months commencing with the Termination Date accept any order or custom
                                            from a Prospective Customer in respect of the supply for Competing Services or Competing
                                            Products;



 


		2.6	for
                                            a period of three months commencing with the Termination Date canvass or solicit for employment
                                            any person who was at the Termination Date and continued to be until canvassed or solicited
                                            a CFO or employee of the Company or any Associated Company in a managerial position;



 


		2.7	for
                                            a period of three months commencing with the Termination Date employ any person who was at
                                            the Termination Date a CFO or employee of the Company or any Associated Company in a managerial
                                            position;



 


		2.8	for
                                            a period of three months commencing with the Termination Date solicit or interfere with any
                                            person, firm or company who was a supplier of goods or services to the Company or any Associated
                                            Company in the six months preceding the Termination Date and with whom the CFO was concerned
                                            or had personal contact during those six months if the solicitation or interference would
                                            cause the supplier to cease supplying or materially reduce its supply of products or services
                                            to the Company or any Associated Company;



 


		2.9	induce
                                            or assist any other person to do any of those things set out in clauses 2.1 to 2.6 of this
                                            Schedule 3 if this could cause a breach of that person’s contract of employment with
                                            the Company or any Associated Company.



 


		3	Each
                                            of the covenants in clause 2 of this Schedule 3 will constitute a separate and independent
                                            covenant and will be construed as such and if any one or more of such undertakings or any
                                            part of an undertaking is held to be against the public interest or unlawful or in any way
                                            as an unreasonable restraint of trade, the remaining undertaking or undertakings or the remaining
                                            part of such undertaking or undertakings shall continue in full force and effect and shall
                                            bind the CFO.



 


		4	The
                                            CFO acknowledges that he has been given the opportunity to take independent legal advice
                                            in relation to the terms of the undertakings given in clause 2 of this Schedule 3 and that
                                            each such undertaking is reasonable and for the proper protection of the business of the
                                            Company and each relevant Associated Company and further acknowledges that damages may not
                                            be an adequate remedy to the Company (or the relevant Associated Company) for breach of those
                                            undertakings.



 


		5	After
                                            the Termination Date of his employment the CFO will not represent himself or permit himself
                                            to be held out as being in any way connected with or interested in the business of the Company
                                            or any Associated Company (except if and for so long as he remains an employee of the Company
                                            or any Associated Company) or use any name which is identical or similar to or likely to
                                            be confused with the name of the Company or any Associated Company or of any business which
                                            it carries on or any product or service which it produces or provides or which might suggest
                                            a connection between the CFO with that company or any of its products or services.



 


		6	The
                                            periods of six months in clause 2 of this Schedule 3 shall be reduced by any period of notice
                                            to terminate this Agreement where the Company pursuant to clause 14 of this Agreement requires
                                            the CFO to perform only some or none of his duties.



 


		7	The
                                            covenants shall continue to apply after termination of the Agreement and, in the event the
                                            Company and the CFO enter into a compromise agreement, the restrictions shall continue to
                                            apply unless specifically released by the Company.



 




    - 17 -


     


    

 


SCHEDULE
4


 


Outside
Interests:


 


Please
list all directorships and any shareholding over 3% in a trading Company (such shareholding including spouse’s holding).:


 


	 

     

    Not
    Applicable

     

     

     

     

     



 




    - 18 -


     


    

 


	Executed as
    a Deed by	)	 
	Elephant Oil Corp	)	 
	acting by Matthew Lofgran,	)	 
	Chief Executive Officer,
    director	)	 
	in the presence of:	)	 
	 	 	 
	Signature of Witness		 
	 	 	 
	Name (in BLOCK CAPITALS)		 
	 	 	 
	Address		 
	 	 	 
	 		 
	 	 	 
	Occupation		 
	 	 	 
	Executed as
    a Deed by Lanre Oloniniyi	)	 
	in the presence of:	)	 
	 	 	 
	Signature of Witness		 
	 	 	 
	Name (in BLOCK CAPITALS)		 
	 	 	 
	Address		 
	 		 
	 		 
	 	 	 
	Occupation		 



 


 




- 19  -