UNDERWRITING AGREEMENT between TRULEUM, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • August 3rd, 2023 • Truleum, Inc. • Crude petroleum & natural gas • New York
The undersigned, Truleum, Inc., a Colorado corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Truleum, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITY AGREEMENTSecurity Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas
SECURITY AGREEMENT, dated as of December 31, 2022 (this "Agreement") made by Alpha Energy, Inc., a Colorado corporation (the "Company"), and the undersigned subsidiaries of the Company (each a "Grantor" and collectively and together with the Company, the "Grantors"), in favor of AEI MANAGEMENT, INC., a Colorado corporation, in its capacity as collateral agent (in such capacity, the "Collateral Agent") (as defined below) party to the Note Purchase Agreement dated as of December 31, 2022, which shall replace in its entirely and amend and restate that certain Contractual Investment Agreement, dated as of February 25, 2022 (as amended, restated or otherwise modified from time to time, the "Note Purchase Agreement").
TRULEUM ENERGY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 3rd, 2023 • Truleum, Inc. • Crude petroleum & natural gas • Colorado
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2023, between Truleum Energy, Inc., a Colorado corporation (the “Company”), and the undersigned Robert Flynn (“Indemnitee”) and amends and restates in its entirety that certain “Board of Directors Agreement” by and between Indemnitee and the Company dated as of [Insert Date of BOD Agreement] (the “Prior Agreement”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • New York
NOTE PURCHASE AGREEMENT (the "Agreement"), dated as of December 31, 2022, by and among Alpha Energy, Inc., a Colorado corporation, with headquarters located at 14143 Denver West Parkway, Suite 100, Golden, CO 80401 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
CONTRACTUAL INVESTMENT AGREEMENTSubscription Agreement • July 29th, 2022 • Alpha Energy Inc • Crude petroleum & natural gas • Colorado
This Contractual Investment Agreement (“Agreement”) is made this 25th day of February 2022, by and between Alpha Energy, Inc.(“the Company”), a publicly traded Colorado Corporation (Colorado filing number 2013155940) at 4162 Meyerwood Dr., Houston, TX. 77025, USA and 20 Shekels, Inc. at (hereinafter “Investor”, also considered to be participant in a group of other investors each and all of whom has entered into this Agreement as an “arm’s length” Agreement between the parties hereto, and not as a result of any offer made by the Company to them for the purchase and sale of any of the Company’s securities, collectively referred to as the “Investor Group”). This Agreement is made by and between the Company and the Investor, for the reasons clearly set forth and for no other.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • August 3rd, 2023 • Truleum, Inc. • Crude petroleum & natural gas • Colorado
THIS AGREEMENT is made and entered into effective July 1, 2023 (the “Effective Date”), by the parties hereto superseding any and all prior agreements between them such that all such prior agreements merge into and are replaced and governed in all respects by this Agreement, by and between Truleum, Inc., a Colorado corporation (the “Company”) with its principal place of business located at 14143 Denver West Parkway, Suite 100, Golden, CO 80401 and Lacie Kellogg, an individual (“Director”) with a principal residence at 14143 Denver West Parkway, Suite 100, Golden, CO 80401.
BOARD OF DIRECTORS AGREEMENTBoard of Directors Agreement • August 3rd, 2023 • Truleum, Inc. • Crude petroleum & natural gas • Colorado
THIS AGREEMENT is made and entered into effective July 1, 2023 (the “Effective Date”), by the parties hereto superseding any and all prior agreements between them such that all such prior agreements merge into and are replaced and governed in all respects by this Agreement, by and between Truleum, Inc., a Colorado corporation (the “Company”) with its principal place of business located at 14143 Denver West Parkway, Suite 100, Golden, CO 80401 and Isaac Dietrich, an individual (“Director”) with a principal residence at 2301 Bergen Ct., Virginia Beach, VA 23451.
SECOND AMENDMENT TO REVOLVING CREDIT NOTETruleum, Inc. • August 3rd, 2023 • Crude petroleum & natural gas
THIS SECOND AMENDMENT (“Amendment”) to the Revolving Credit Note (“Agreement”) originally dated June 1, 2021, and amended on February 11, 2023, by and among Truleum, Inc., a Colorado corporation (the “Company”), and AEI Acquisition Company, LLC (“AEI”), is entered into as of May 30, 2023 (the “Effective Date”). Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 22nd, 2022 • Alpha Energy Inc • Crude petroleum & natural gas • Oklahoma
This Purchase and Sale Agreement (this “Agreement”) is made and entered into on the 11th day of February, 2022 by and between and ALPHA ENERGY, INC., a Colorado corporation, whose address is 4162 Meyerwood Dr., Houston, TX 77025, Texas 75039 (“Purchaser”) and PROGRESSIVE WELL SERVICE, LLC, an Oklahoma limited liability company, whose address is PO Box 350, Dover, OK 73734 (“Seller”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2022 • Alpha Energy Inc • Crude petroleum & natural gas • Colorado
The undersigned desires to invest in Alpha Energy, Inc. (the “Company”) on the terms and conditions described in this subscription agreement dated _________, 2022 (the “Subscription Agreement”). Under this Subscription Agreement, the Company is offering to subscribers to purchase up to 1,750,000 shares of the Company’s restricted common stock (par value $0.001 per share) for the purchase price of $1.00 per share.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas
The undersigned desires to invest in Alpha Energy, Inc. (the “Company”) on the terms and conditions described in this subscription agreement dated , 2022 (the “Subscription Agreement”). Under this Subscription Agreement, the Company is offering to subscribers to purchase up to 1,750,000 shares of the Company’s restricted common stock (par value $0.0001 per share) for the purchase price of $1.00 per share.
FIRST AMENDMENT TO REVOLVING CREDIT NOTEAlpha Energy Inc • February 16th, 2023 • Crude petroleum & natural gas
THIS FIRST AMENDMENT (“Amendment”) to the Revolving Credit Note (“Agreement”) dated as of June 1, 2021 by and among Alpha Energy, Inc., a Colorado corporation (the “Company”), AEI Acquisition Company, LLC, (“AEI”), is entered into as of February 11, 2023. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
PURCHASE & SALE AGREEMENTPurchase & Sale Agreement • September 12th, 2023 • Truleum, Inc. • Crude petroleum & natural gas
This Purchase and Sale Agreement (“Agreement”), is made on between NJW OKLAHOMA ACQUISITIONS COMPANY, INC, with its principal office at 2601 South Lake Drive, Texarkana, TX 75501, and phone number is 903-934-3034 hereinafter the (“Seller”) and TRULEUM, INC., a Colorado corporation, whose address is 14143 Denver West Parkway Suite 100, Golden, CO 80401 hereinafter the (“Buyer”).
EXCHANGE AGREEMENTExchange Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of December 31. 2022, is made by and between Alpha Energy, Inc., a Colorado corporation (the “Company”), and the holder (the “Holder”) of the Company’s 7.25% Senior Secured Convertible Notes due February 24, 2024 (the “Old Notes”).
CRUDE OIL PURCHASE AGREEMENTCrude Oil Purchase Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • Texas
This Crude Oil Purchase Agreement (this “Agreement”) is made and entered into as of June 7, 2022 (the “Agreement Date”) based on terms agreed to by Brenna Wilson of Energy Transfer Crude Marketing LLC, a Texas limited liability company (“Buyer”) and Joe Kelloff of Alpha Energy Texas Operating, LLC (“Seller” and, together with Buyer, each, a “Party,” and collectively, the “Parties”).
OPTION AGREEMENT – LOGAN 2 PROJECTOption Agreement • September 25th, 2020 • Alpha Energy Inc • Crude petroleum & natural gas
This Option Agreement (“OA”) is made on the date set forth below by and between Alpha Energy, Inc., a Colorado Corporation whose address is 4162 Meyerwood Drive, Houston, TX 77025 (“Alpha”) and Kadence Petroleum, LLC, an Oklahoma Limited Liability Company whose address is 3305 E 33rd, Oklahoma City, OK 73120 (“Kadence”). Alpha and Kadence are each a “Party” and together called the “Parties”.
List of SubsidiariesAlpha Energy Inc • April 17th, 2023 • Crude petroleum & natural gas
ASSIGNMENT OF LLC MEMBERSHIP INTERESTMembership Interest • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • New York
THIS ASSIGNMENT OF LLC MEMBERSHIP INTEREST is made and entered into effective as of February 23, 2018, by and between John Lepin (“Assignor”) and Alpha Energy, Inc., a Colorado corporation (“Assignee”).
CONSULTANT ENGAGEMENT AGREEMENTEngagement Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • Oklahoma
This Agreement is made the 15th day of October 2022, by and between Alpha Energy, Inc. (the “Company”), a Colorado Consultant having an office at 14143 Denver West Blvd #100, Golden, CO 80401 and Matador Wellsite Consulting, LLC, an Oklahoma entity with an address at P.O. Box 151, Stillwater, OK 74076 (the “Consultant”). Company and Consultant shall be collectively referred to herein as “Parties” and individually as “Party”.
Alpha Energy, Inc. Subscription AgreementSubscription Agreement • December 2nd, 2014 • Alpha Energy Inc • Crude petroleum & natural gas • Colorado
CONSULTING AGREEMENTConsulting Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • Texas
This AGREEMENT (the “Agreement”) is effective on September 2, 2022, (the “Effective Date”) by and between Alpha Energy, Inc. , a Colorado company (the “Company”), and Fidare Consulting Group, LLC, a Texas limited liability company (the “Consultant”).
EXCHANGE AGREEMENTExchange Agreement • January 5th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of December 31. 2022, is made by and between Alpha Energy, Inc., a Colorado corporation (the “Company”), and the holder (the “Holder”) of the Company’s 7.25% Senior Secured Convertible Notes due February 24, 2024 (the “Old Notes”).
List of SubsidiariesAlpha Energy Inc • February 14th, 2023 • Crude petroleum & natural gas
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 4th, 2022 • Alpha Energy Inc • Crude petroleum & natural gas • Oklahoma
This Purchase and Sale Agreement (this “Agreement”) is made and entered into on the 17th day of February, 2022 by and between and ALPHA ENERGY, INC., a Colorado corporation, whose address is 4162 Meyerwood Dr., Houston, TX 77025, Texas 75039 (“Purchaser”) and PROGRESSIVE WELL SERVICE, LLC, an Oklahoma limited liability company, whose address is PO Box 350, Dover, OK 73734 (“Seller”).
EMPLOYMENT CONTRACTEmployment Contract • October 29th, 2018 • Alpha Energy Inc • Crude petroleum & natural gas • Texas
FIRST AMENDMENT TO INDIVIDUAL TRANSACTION CONFIRMATIONGathering and Processing Agreement • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas • Texas
Producer will pay Gatherer the sum of $13,800.00 ($4,600.00 per Well), as seen on the invoice attached hereto, as aid in construction. The WBS Number shall be included in the subject line of the check, or the Originator to Beneficiary Information (“OBI”) line of the ACH or Wire Transfer. Upon receipt of such payment from Producer and execution of both the First Amendment to Individual Transaction Confirmation and this Agreement, Gatherer will proceed with the installation of the EFM Equipment in a timely manner consistent with Gatherer’s normal operating practice.
