10.1 Common Stock Purchase Agreement dated as of November 15, 2000 by and between the Registrant and Empire Petroleum CorporationStock Purchase Agreement • May 11th, 2001 • Americomm Resources Corp • Non-operating establishments
FARMOUT AGREEMENT _________________Farmout Agreement • March 29th, 2001 • Americomm Resources Corp • Non-operating establishments
Equity Distribution AgreementEquity Distribution Agreement • June 23rd, 2022 • Empire Petroleum Corp • Crude petroleum & natural gas • New York
Empire Petroleum Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Raymond James & Associates, Inc. (“Raymond James” or “Agent”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 19th, 2022 • Empire Petroleum Corp • Crude petroleum & natural gas
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Empire Petroleum Corporation, a Delaware corporation (the “Company”), and Eugene Sweeney (“Executive”), effective as of September 13, 2022 (the “Effective Date”). The Company and Executive may sometimes be referred to individually as a “Party” or collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 25th, 2018 • Empire Petroleum Corp • Crude petroleum & natural gas • Oklahoma
The undersigned, Empire Petroleum Corporation, a Delaware corporation (the "Company"), hereby agrees with you as follows, effective as of the date above written:
SECURITIES PURCHASE AGREEMENT Suite 150 Tulsa, Oklahoma 74114 November 29, 2023Securities Purchase Agreement • November 29th, 2023 • Empire Petroleum Corp • Crude petroleum & natural gas • Delaware
The undersigned, Empire Petroleum Corporation, a Delaware corporation (the “Company”), hereby agrees with you as follows, effective as of the date above written:
ContractEmpire Petroleum Corp • September 25th, 2023 • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
COMMERCIAL GUARANTY AGREEMENTCommercial Guaranty Agreement • September 25th, 2023 • Empire Petroleum Corp • Crude petroleum & natural gas
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Phil Mulacek (the “Investor”), to make a loan to Empire North Dakota LLC, a Delaware limited liability company (the “Company”), Empire Petroleum Corporation, a Delaware corporation (the “Guarantor”), hereby absolutely and unconditionally guarantees to the Investor the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, of the debts, liabilities and obligations that the Company may now or at any time hereafter owe to the Investor under that certain Promissory Note due October 31, 2023 in the original principal amount of $5,000,000 issued by the Company to the Investor (the “Indebtedness”).
ContractEmpire Petroleum Corp • May 11th, 2012 • Crude petroleum & natural gas
This Note, and any securities to be acquired upon the conversion of this Note, have not been registered under the Securities Act of 1933, as amended, and may not be sold, hypothecated or otherwise transferred or disposed of in the absence of such registration, unless an exemption from the requirement of such registration is available under the circumstances at the time obtaining and, if required at the sole discretion of the Company, demonstrated by opinion of counsel satisfactory to the Company.
EMPIRE NEW MEXICO LLC SENIOR SECURED CONVERTIBLE NOTE DUE December 31, 2021Empire Petroleum Corp • May 20th, 2021 • Crude petroleum & natural gas
THIS NOTE of Empire New Mexico LLC, a Delaware limited liability company (the “Company”), is designated as Senior Secured Convertible Note due December 31, 2021, in the original aggregate principal amount of Sixteen Million Two Hundred Fifty Thousand Dollars ($16,250,000) (the “Note”).
ContractEmpire Petroleum Corp • November 13th, 2023 • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
EMPIRE PETROLEUM CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSEmpire Petroleum Corp • July 30th, 2021 • Crude petroleum & natural gas
The unaudited pro forma condensed combined financial statements and accompanying notes reflect the pro forma effects of:
August 4, 2009 Mr. James C. Einarsen, Manager Viking Exploration, LLC Littleton, CO 80128Empire Petroleum Corp • March 21st, 2012 • Crude petroleum & natural gas
This letter will serve as a formal agreement between Empire and Viking with respect to Empire’s option to purchase all of Viking’s leasehold and producing interests in the Okie Draw and South Okie Prospects, a description of which is attached hereto as Schedule “A”.
CALL OPTION AGREEMENTCall Option Agreement • April 28th, 2015 • Empire Petroleum Corp • Crude petroleum & natural gas • Delaware
This Call Option Agreement (this “Agreement”), is made and entered as of [•], 2015 (the “Effective Date”), by and among Empire Petroleum Corporation, a Delaware corporation (the “Company”), and [•] (“Optionee”). The Company and Optionee are sometimes collectively referred to herein as the “Parties” and singly as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 28th, 2016 • Empire Petroleum Corp • Crude petroleum & natural gas • Oklahoma
The undersigned, Empire Petroleum Corporation, a Delaware corporation (the "Company"), hereby agrees with you as follows, effective as of the date above written:
FIRST AMENDMENT TO SENIOR REVOLVER LOAN AGREEMENTLoan Agreement • April 2nd, 2019 • Empire Petroleum Corp • Crude petroleum & natural gas • Oklahoma
THIS FIRST AMENDMENT TO SENIOR REVOLVER LOAN AGREEMENT, dated effective as of March 27, 2019 (the "First Amendment"), is entered into by and among EMPIRE LOUISIANA LLC, a Delaware limited liability company (the "Original Borrower" or "EL") and EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END", together with the Original Borrower are sometimes referred to herein collectively as the "Borrower") and CROSSFIRST BANK, a Kansas state-chartered bank (the "Bank").
June 27, 2014Option Agreement • June 27th, 2014 • Empire Petroleum Corp • Crude petroleum & natural gas
Re: That certain Call Option Agreement (the "Option Agreement") dated as of March 4, 2014, by and among Empire Petroleum Corporation, Albert E. Whitehead and Sierra Nevada Oil LLC
SHARED SERVICES AGREEMENTShared Services Agreement • November 13th, 2023 • Empire Petroleum Corp • Crude petroleum & natural gas • Texas
This Shared Services Agreement (this “Agreement”) is made and entered into as of August 1, 2023, by and between PIE Operating, LLC, a Texas limited liability company (individually and, collectively with its Affiliates, “PIE”), and Empire Petroleum Corporation, a Delaware corporation (individually and, collectively with its Affiliates, “Empire”). Each of PIE and Empire a “Party” and collectively, “Parties”.
EMPIRE PETROLEUM CORPORATION RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • March 31st, 2022 • Empire Petroleum Corp • Crude petroleum & natural gas
ContractEmpire Petroleum Corp • February 21st, 2024 • Crude petroleum & natural gas
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
COUNTY OF HAAKON § COUNTY OF MEADE § COUNTY OF PENNINGTON §Empire Petroleum Corp • April 28th, 2015 • Crude petroleum & natural gas • Colorado
This Option to Acquire Oil & Gas Leases (this “Agreement”) is entered into effective as of April 14, 2015, by and between Empire Petroleum Corporation, a Delaware corporation (“Empire”), and Dennis Anderson (“Dennis”), Lazy BS, LLP, a South Dakota limited liability partnership (“LBSP”), Boot Jack Partnership, a South Dakota general partnership (“BJP”), Stan Anderson (“Stan”), Bart Cheney (“Bart”), Scot Eisenbraun (“Scot”), Jem Kjerstad (“Jem”), Kem Kjerstad (“Kem”), Kent Kjerstad (“Kent”) and Kevin Kjerstad (“Kevin”). Dennis, Stan, LBSP, BJP, Bart, Scot, Jem, Kem, Kent and Kevin are sometimes collectively referred to herein as the “BHPP Group” and individually as a “BHPP Group Member.”
August 4, 2009 Mr. James C. Einarsen, Manager Viking Exploration, LLCEmpire Petroleum Corp • December 14th, 2011 • Crude petroleum & natural gas
September 19, 2023Empire Petroleum Corp • September 25th, 2023 • Crude petroleum & natural gas • Oklahoma
Re: Senior Revolver Loan Agreement dated as of September 20, 2018, as amended by that certain First Amendment thereto dated as of March 27, 2019, as amended by that certain Second Amendment thereto dated as of June 30, 2020, as amended by that certain Third Amendment thereto dated as of December 31, 2020, as amended by that certain Fourth Amendment thereto dated as of July 7, 2021, as amended by that certain Fifth Amendment thereto dated as of August 9, 2023, and as amended from time to time by letter agreement prior to the date hereof (collectively, the "Existing Loan Agreement"), by and among EMPIRE LOUISIANA LLC, a Delaware limited liability company ("EL"), and EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("END", together with EL are sometimes referred to herein collectively as the "Borrower"), and CROSSFIRST BANK, a Kansas state-chartered bank (the "Bank")
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 5th, 2021 • Empire Petroleum Corp • Crude petroleum & natural gas
This LOAN MODIFICATION AGREEMENT (hereinafter, this “Agreement”) is made this 29th day of September, 2021, by and among EMPIRE NEW MEXICO LLC, a Delaware limited liability company d/b/a Green Tree New Mexico (“Company”), Empire Petroleum Corporation, a Delaware corporation (“Parent”), and ENERGY EVOLUTION MASTER FUND, LTD., a Cayman Islands exempted company (“Investor”). Each of Company, Parent and Investor is referred to herein as a “Party” or, collectively, as the “Parties.” Capitalized terms utilized but not defined herein shall have the meaning ascribed to them in the Empire New Mexico LLC Senior Secured Convertible Note Due December 31, 2021, between Company, Parent and Investor dated May 14, 2021 (the “Note”).
EMPIRE PETROLEUM CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 31st, 2022 • Empire Petroleum Corp • Crude petroleum & natural gas • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Award Agreement”) is made and entered into effective as of ___________ (the “Effective Date”), by and between Empire Petroleum Corporation, a Delaware corporation (the “Company”), and ____________, an individual (“Employee”).
NOTE REPAYMENT AND LOAN TERMINATION AGREEMENTNote Repayment and Loan Termination Agreement • August 6th, 2024 • Empire Petroleum Corp • Crude petroleum & natural gas • Texas
This NOTE REPAYMENT AND LOAN TERMINATION AGREEMENT (this “Agreement”) is executed July 31, 2024, but effective as of July 1, 2024 (the “Effective Date”), is entered into by between
COUNTY OF HARDING §Empire Petroleum Corp • May 11th, 2015 • Crude petroleum & natural gas • Colorado
This Option to Acquire Oil & Gas Leases (this “Agreement”) is entered into effective as of April 30, 2015, by and between Empire Petroleum Corporation, a Delaware corporation (“Empire”), and Dennis Anderson (“Dennis”) and Stan Anderson (“Stan”). Dennis and Stan are sometimes collectively referred to herein as the “Anderson Brothers” and individually as an “Anderson Brother.”
Prospect Letter AgreementProspect Letter Agreement • December 14th, 2011 • Empire Petroleum Corp • Crude petroleum & natural gas • Nevada
This prospect letter agreement (this “Letter Agreement”) is made and entered into this [__] day of October, 2010 (the “Effective Date”), by and between Empire Petroleum Corporation, a Delaware corporation (“Empire”), and [________________] (“Assignee”). Empire and Assignee shall sometimes be referred to herein individually as a “Party” and, collectively, as the “Parties.”
PURCHASE AND SALE AGREEMENT by and between EMPIRE LOUISIANA LLC, as Buyer, and CARDINAL EXPLORATION AND PRODUCTION COMPANY, as the Seller Dated July 23, 2018Purchase and Sale Agreement • July 25th, 2018 • Empire Petroleum Corp • Crude petroleum & natural gas • Louisiana
This Purchase and Sale Agreement (this "Agreement"), is dated July 23, 2018 (the "Execution Date"), by and between Empire Louisiana LLC, a Delaware limited liability company d/b/a Empire Louisiana LLC of Delaware ("Buyer"), and Cardinal Exploration and Production Company, a Louisiana corporation (the "Seller"). Buyer and the Seller are individually referred to herein as a "Party" or collectively as the "Parties".
SUBORDINATION AGREEMENTSubordination Agreement • September 25th, 2023 • Empire Petroleum Corp • Crude petroleum & natural gas • Oklahoma
THIS SUBORDINATION AGREEMENT is entered into effective as of the 19th day of September, 2023 (the "Effective Date"), by and among PHIL MULACEK, an individual ("Mulacek"), ENERGY EVOLUTION MASTER FUND, LTD., a Cayman Islands exempted company ("Fund", and, together with Mulacek, collectively, the "Subordinating Lenders"), and EMPIRE NORTH DAKOTA LLC, a Delaware limited liability company ("Company"), in favor of CROSSFIRST BANK, a Kansas state-chartered bank ("Lender").
SECURITIES PURCHASE AGREEMENT Suite 250 Tulsa, Oklahoma 74105 August 6, 2020Securities Purchase Agreement • August 11th, 2020 • Empire Petroleum Corp • Crude petroleum & natural gas • Oklahoma
The undersigned, Empire Petroleum Corporation, a Delaware corporation (the “Company”), hereby agrees with you as follows, effective as of the date first above written:
RE: Participation Agreement,Empire Petroleum Corp • December 14th, 2011 • Crude petroleum & natural gas
This letter is to confirm Empire’s decision to commit to forty-five (45%) percent of the cost of a 5,000’ test well to be known as the PetroWorld Cobble Cuesta 1-12-T12N-R34E, Nye County. In return for paying forty-five (45%) percent of the cost of this test well Cortez will assign to Empire a thirty (30%) percent interest in the oil and gas leases listed on Schedule “A” attached to and made a part of this letter.
Phil Mulacek 25025 Interstate 45, STE 420 The Woodlands, Texas 77380 December 1, 2023Please Indicate Your Agreement • December 1st, 2023 • Empire Petroleum Corp • Crude petroleum & natural gas • Delaware
Re: That certain Securities Purchase Agreement dated as of November 29, 2023, by and between Empire Petroleum Corporation and Phil Mulacek (the “SPA”)
AMERICOMM CHEYENNE RIVER PROSPECT AGREEMENT This agreement (Agreement), made and entered into this 4th day of March, 1998, by and between Fred S. Jensen, Richard H. Bate, A. R. Briggs and Thomas L. Thompson, First Parties, (JBB&T) and Americomm...Americomm Cheyenne River Prospect Agreement • August 12th, 1998 • Americomm Resources Corp • Non-operating establishments • Wyoming
PURCHASE AND SALE AGREEMENT by and between PARDUS OIL & GAS, LLC and PARDUS OIL & GAS OPERATING GP, LLC collectively, as Seller and EMPIRE TEXAS LLC as Purchaser Dated April 6, 2020 LIST OF EXHIBITS AND SCHEDULESPurchase and Sale Agreement • April 10th, 2020 • Empire Petroleum Corp • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is dated as of April 6, 2020 (the “Execution Date”), by and between Pardus Oil & Gas, LLC, a Delaware limited liability company (“Pardus”) and Pardus Oil & Gas Operating GP, LLC, a Texas limited liability company (“Pardus Operating GP”); and collectively with Pardus “Seller”), and Empire Texas LLC, a Delaware limited liability company (“Purchaser”). Seller, on the one hand, and Purchaser, on the other hand, are referred to herein individually, as a “Party” and collectively, as the “Parties”.
