0001437749-23-003400 Sample Contracts

SECURITY AGREEMENT
Security 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").

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NOTE PURCHASE AGREEMENT
Note 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").

SUBSCRIPTION AGREEMENT
Subscription 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.

EXCHANGE AGREEMENT
Exchange 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 AGREEMENT
Crude 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”).

ASSIGNMENT OF LLC MEMBERSHIP INTEREST
Assignment of LLC Membership 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 AGREEMENT
Consultant Engagement 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”.

CONSULTING AGREEMENT
Consulting 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”).

List of Subsidiaries
List of Subsidiaries • February 14th, 2023 • Alpha Energy Inc • Crude petroleum & natural gas
FIRST AMENDMENT TO INDIVIDUAL TRANSACTION CONFIRMATION
Individual Transaction Confirmation • 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.

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