Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

Current Report

Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

SEPTEMBER 19, 2023

_______________________________

EMPIRE PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-16653	73-1238709
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

2200 S. Utica Place, Suite 150, Tulsa Oklahoma   74114

(Address of Principal Executive Offices)       (Zip Code)

Registrant’s telephone number, including area code:   (539) 444-8002

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $.001 par value	EP	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Bridge Loans and Company Guarantees

On September 19, 2023, each of Phil Mulacek, an individual, and Energy Evolution Master Fund, Ltd., a Cayman Islands exempted company (each, an “Investor” and collectively, the “Investors”), made a bridge loan to Empire North Dakota LLC, a Delaware limited liability company (“Empire North Dakota”) and a wholly owned subsidiary of Empire Petroleum Corporation (the “Company”), in the amount of $5.0 million (collectively, the “Bridge Loans”). The proceeds of the Bridge Loans in the aggregate amount of $10.0 million will be used by Empire North Dakota for the redevelopment of oil and gas properties leased and operated by Empire North Dakota in North Dakota (the “North Dakota Properties”). The Company has issued to each Investor its unconditional guarantee of the obligations of Empire North Dakota under the Bridge Loans (collectively, the “Company Guarantees”).

The Bridge Loans mature on October 31, 2023 (the “Maturity Date”) and accrue interest at the rate of 7% per annum. After the Maturity Date, any principal balance of the Bridge Loans remaining unpaid accrue interest at the rate of 9% per annum. Empire North Dakota paid to each Investor an origination fee in cash of $50,000 or 1.0 percent of the principal amount of its Bridge Loan. The Bridge Loans may be prepaid at any time or from time to time.

The Bridge Loans rank pari passu with all other notes similar to the Bridge Loans now or hereafter issued, but are junior to all existing or hereafter created secured Debt (as defined in the Bridge Loans) of Empire North Dakota established pursuant to that certain Senior Revolver Loan Agreement dated as of September 20, 2018, as amended, and related security documentation (collectively, the “Senior Secured Revolver”) by and among CrossFirst Bank, as lender, and Empire Louisiana LLC, a Delaware limited liability company (“Empire Louisiana”), and Empire North Dakota, as borrowers. The Bridge Loans are senior in all respects to all hereafter created unsecured Debt of Empire North Dakota. The Bridge Loans provide that Empire North Dakota will not, directly or indirectly, enter into, create, incur, assume or suffer to exist any unsecured Debt of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, that is senior in any respect to Empire North Dakota’s obligations under the Bridge Loans.

For a description of any material relationship between the Company and the Investors, see the Company’s definitive proxy statement for its 2023 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on May 1, 2023.

The foregoing summary of the Bridge Loans and the Company Guarantees is qualified in its entirety by reference to the full terms and conditions of the Promissory Notes constituting the Bridge Loans and the Company Guarantees, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Letter Agreement Amending the Senior Secured Revolver; Subordination Agreement

On September 19, 2023, Empire Louisiana, Empire North Dakota and CrossFirst Bank entered into that certain Letter Agreement amending the Senior Secured Revolver (the “Letter Agreement”) to, among other things: (1) exclude the Bridge Loans from the definition of Funded Debt (as defined in the Senior Secured Revolver); (2) allow the indebtedness evidenced by the Bridge Loans; (3) provide for CrossFirst Bank’s consent to the Bridge Loans; and (4) require that the proceeds of the Bridge Loans be deposited into a segregated account with CrossFirst Bank (the “Segregated Account”) and that such proceeds only be used in connection with the development of the North Dakota Properties. In connection with entering into the Letter Agreement, the Company ratified, confirmed and continued its Amended and Restated Guaranty Agreement dated as of March 27, 2019 in favor of CrossFirst Bank, pursuant to which the Company unconditionally guaranteed the obligations of Empire Louisiana and Empire North Dakota under the Senior Secured Revolver.

On September 19, 2023, the Investors and Empire North Dakota entered into that certain Subordination Agreement in favor of CrossFirst Bank (the “Subordination Agreement”), pursuant to which the Investors subordinated (a) the repayment of the Bridge Loans to the payment of the indebtedness of Empire Louisiana and Empire North Dakota to CrossFirst Bank under the Senior Secured Revolver (the “Lender Obligations”) and (b) any lien and security interests securing the Bridge Loans to the lien and security interests of CrossFirst Bank securing the Lender Obligations. Notwithstanding the foregoing, the Investors have the right, so long as there is no default or event of default under the Senior Secured Revolver, to receive regularly scheduled interest payments at the non-default rate and repayments of principal under the Bridge Loans. Under the Subordination Agreement, (a) the Company Guarantees are also subordinated to the Lender Obligations and (b) the Investors and Empire North Dakota agreed to the Segregated Account and that the proceeds of the Bridge Loans will only be used in connection with the development of the North Dakota Properties.

The foregoing summary of the Letter Agreement and the Subordination Agreement is qualified in its entirety by reference to the full terms and conditions of the Letter Agreement and the Subordination Agreement, copies of which are filed as Exhibits 10.5 and 10.6 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed or furnished herewith.

Exhibit Number	Description
10.1	Empire North Dakota LLC Promissory Note Due October 31, 2023 in the original aggregate principal amount of $5.0 million in favor of Phil Mulacek.
10.2	Empire North Dakota LLC Promissory Note Due October 31, 2023 in the original principal amount of $5.0 million in favor of Energy Evolution Master Fund, Ltd.
10.3	Commercial Guaranty Agreement, dated as of September 19, 2023, issued by Empire Petroleum Corporation in favor of Phil Mulacek.
10.4	Commercial Guaranty Agreement, dated as of September 19, 2023, issued by Empire Petroleum Corporation in favor of Energy Evolution Master Fund, Ltd.
10.5	Letter Agreement amending Senior Revolver Loan Agreement, dated as of September 19, 2023, by and among Empire Louisiana LLC and Empire North Dakota LLC, as borrowers, Empire Petroleum Corporation, as guarantor, and CrossFirst Bank, as lender.
10.6	Subordination Agreement, dated as of September 19, 2023, by and among Phil Mulacek, Energy Evolution Master Fund, Ltd. and Empire North Dakota LLC in favor of CrossFirst Bank.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

EMPIRE PETROLEUM CORPORATION

Date:       September 25, 2023

By: 

/s/ Michael R. Morrisett

Michael R. Morrisett

President and Chief Executive Officer

EXHIBIT 10.1

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.

$5,000,000

Original Issue Date:   September 19, 2023

EMPIRE NORTH DAKOTA LLC
PROMISSORY NOTE DUE OCTOBER 31, 2023

THIS NOTE of Empire North Dakota LLC, a Delaware limited liability company (the “Company”), dated September 19, 2023 (the “Original Issue Date”) is designated as Promissory Note due October 31, 2023, in the original aggregate principal amount of Five Million Dollars ($5,000,000) (the “Note”).

FOR VALUE RECEIVED, the Company promises to pay to the order of Phil Mulacek or registered assigns (the “Investor”), the principal sum of Five Million Dollars ($5,000,000), plus any and all interest accrued thereon, in cash on October 31, 2023 (the “Maturity Date”). This Note is subject to the following additional provisions:

1. Interest. The outstanding principal amount of this Note shall accrue interest at the rate of 7% per annum until the Maturity Date. After the Maturity Date, any principal balance of the Note remaining unpaid shall bear interest at the rate of 9% per annum. Accrued interest shall be paid in cash in a lump sum on the Maturity Date and on demand after the Maturity Date and calculated on the basis of a 360-day year for the actual number of days elapsed and shall accrue daily commencing on the Original Issue Date and be compounded monthly on the first (1^st) day of each calendar month.

2. Registration of the Note. The Company shall register the Note upon records maintained by the Company for that purpose (the “Note Register”) in the name of each record Investor thereof from time to time. The Company may deem and treat the registered Investor of this Note as the absolute owner hereof for the purpose of any payment of principal hereof or interest hereon and for all other purposes, absent actual notice to the contrary from such record Investor.

3. Registration of Transfers and Exchanges. The Company shall register the transfer of any portion of this Note in the Note Register upon surrender of this Note to the Company at its address for notice set forth herein. Upon any such registration or transfer, a new Note, in substantially the form of this Note (any such new note, a “New Note”), evidencing the portion of this Note so transferred shall be issued to the transferee and a New Note evidencing the remaining

portion of this Note not so transferred, if any, shall be issued to the transferring Investor. The acceptance of the New Note by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Note. No service charge or other fee will be imposed in connection with any such registration of transfer or exchange. The Company agrees that its prior consent is not required for the transfer of any portion of this Note.

4. Ranking.

(a) For purposes of this Agreement, “Debt” means, without duplication, (i) all obligations of the Company for money borrowed or with respect to deposits or advances of any kind, (ii) all obligations of the Company evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of the Company upon which interest charges are customarily paid, (iv) all obligations of the Company under conditional sale or other title retention agreements relating to property or assets purchased by the Company, and (v) all obligations of the Company issued or assumed as the deferred purchase price of property or services (other than unsecured accounts payable incurred in the ordinary course of business and no more than ninety (90) days past the date of the invoice therefor).

(b) This Note ranks pari passu with all other notes similar to this Note now or hereafter issued, but is junior to all existing or hereafter created secured Debt of the Company established pursuant to that certain Senior Revolver Loan Agreement dated as of September 20, 2018, as amended, and related security documentation (collectively, the “Senior Secured Revolver”) by and among CrossFirst Bank, as lender, and Empire Louisiana LLC, a Delaware limited liability company, and the Company, as borrowers. This Note is senior in all respects to all hereafter created unsecured Debt of the Company. The Company will not, directly or indirectly, enter into, create, incur, assume or suffer to exist any unsecured Debt of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, that is senior in any respect to the Company’s obligations under this Note.

5. Prepayment. The outstanding principal amount of this Note may be prepaid at any time or from time to time, in each case together with all accrued and unpaid interest on the amount prepaid, without the consent of the Investor without penalty, provided, however, Borrower must provide the Investor at least five (5) calendar days’ prior written notice of any such prepayment.

6. Notices. Any and all notices or other communications or deliveries hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via e-mail specified in this Section prior to 6:30 p.m. (New York City time) on a day on which the common stock of the Parent is traded on the NYSE American (a “Trading Day”), (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via e-mail specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, Empire North Dakota LLC, 2200 S. Utica Place, Suite 150, Tulsa Oklahoma 74114, Attention: Chief Executive Officer

and President, E-mail: mike@empirepetrocorp.com; and (ii) if to the Investor, to the address or e-mail appearing on the shareholder records of Empire Petroleum Corporation or such other address or e-mail as the Investor may provide to the Company in accordance with this Section.

7. Miscellaneous.

(a) This Note shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. The Company may not assign any of its rights or obligations hereunder to any other person with the prior written consent of the Investor, which may be given or withheld in its sole discretion.

(b) Subject to Section 8(a) above, nothing in this Note shall be construed to give to any person or corporation other than the Company and the Investor any legal or equitable right, remedy, or cause under this Note. This Note shall inure to the sole and exclusive benefit of the Company and the Investor.

(c) All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the laws of the State of Delaware. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”). The prevailing party in a Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation, and prosecution of such Proceeding.

(d) The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

(e) In case any one or more of the provisions of this Note shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Note shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Note.

(f) No provision of this Note may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Investor or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Note shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(g) To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take, the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or Proceeding that may be brought by any Investor in order to enforce any right or remedy under the Note. Notwithstanding any provision to

the contrary contained in the Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Note is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate of interest applicable to the Note from the effective date forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Investor with respect to indebtedness evidenced by the Note, such excess shall be applied by such Investor to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Investor’s election.

[Signatures on Next Page]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

	EMPIRE NORTH DAKOTA LLC

	By:	/s/ Michael Morrisett
	Name:    Title:	Michael Morrisett President and CEO

EXHIBIT 10.2

$5,000,000

Original Issue Date:   September 19, 2023

EMPIRE NORTH DAKOTA LLC
PROMISSORY NOTE DUE OCTOBER 31, 2023

FOR VALUE RECEIVED, the Company promises to pay to the order of Energy Evolution Master Fund, Ltd. or registered assigns (the “Investor”), the principal sum of Five Million Dollars ($5,000,000), plus any and all interest accrued thereon, in cash on October 31, 2023 (the “Maturity Date”). This Note is subject to the following additional provisions:

4. Ranking.

7. Miscellaneous.

(d) The headings herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions hereof.

[Signatures on Next Page]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.

	EMPIRE NORTH DAKOTA LLC

	By:	/s/ Michael Morrisett
	Name:    Title:	Michael Morrisett President and CEO

EXHIBIT 10.3  

COMMERCIAL GUARANTY AGREEMENT

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”).

The Guarantor further acknowledges and agrees with the Investor that:

1. No act or thing need occur to establish the liability of the Guarantor hereunder, and no act or thing, except full payment and discharge of the Indebtedness, shall in any way exonerate the Guarantor or modify, reduce, limit, or release the liability of the Guarantor hereunder.

2. This is an absolute, unconditional, and continuing guaranty of payment of the Indebtedness and shall continue to be in force and be binding upon the Guarantor until the full payment and discharge of the Indebtedness.

3. If the Guarantor shall be or become insolvent (however defined), then the Investor shall have the right to declare immediately due and payable, and the Guarantor will forthwith pay to the Investor, the full amount of all Indebtedness, whether due and payable or unmatured. If the Guarantor voluntarily commences or there is commenced involuntarily against the Guarantor a case under the United States Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or unmatured, shall be immediately due and payable without demand or notice thereof.

4. The liability of the Guarantor hereunder shall be unlimited, to include all Indebtedness, as well as accrued interest thereon and all attorneys’ fees, collection costs and enforcement expenses referable thereto. Indebtedness may be created or continued in any amount, whether or not in excess of such principal amount, without affecting or impairing the liability of the Guarantor hereunder.

5. The Guarantor will pay or reimburse the Investor for all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Investor in connection with the protection, defense, or enforcement of this Guaranty in any litigation or bankruptcy or insolvency proceedings.

6. Whether or not any existing relationship between the Guarantor and the Company has been changed or ended, the Investor may, but shall not be obligated to, enter into transactions resulting in the creation or continuance of the Indebtedness, without any consent or approval by the Guarantor and without any notice to the Guarantor. The liability of the Guarantor shall not be affected or impaired by any of the following acts or things (which the Investor is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty, without notice to or approval by the Guarantor): (i) any acceptance of collateral security, guarantors, accommodation parties or sureties for any or all of the Indebtedness; (ii) any one or

more extensions or renewals of the Indebtedness (whether or not for longer than the original period) or any modification of the interest rates, maturities or other contractual terms applicable to any of the Indebtedness; (iii) any waiver, adjustment, forbearance, compromise or indulgence granted to the Company, any delay or lack of diligence in the enforcement of the Indebtedness, or any failure to institute proceedings, file a claim, give any required notices or otherwise protect any of the Indebtedness; (iv) any full or partial release of, settlement with, or agreement not to sue, the Company or any other person liable in respect of any of the Indebtedness; (v) any discharge of any evidence of the Indebtedness or the acceptance of any instrument in renewal thereof or substitution therefor; (vi) any failure to obtain collateral security (including rights of setoff) for the Indebtedness, or to see to the proper or sufficient creation and perfection thereof, or to establish the priority thereof, or to protect, insure, or enforce any collateral security; or any release, modification, substitution, discharge, impairment, deterioration, waste, or loss of any collateral security; (vii) any foreclosure or enforcement of any collateral security; (viii) any transfer of any of the Indebtedness or any evidence thereof; or (ix) any order of application of any payments or credits upon the Indebtedness.

7. The Guarantor waives any and all defenses, claims and discharges of the Company, or any other obligor, pertaining to the Indebtedness, except the defense of discharge by payment in full. Without limiting the generality of the foregoing, the Guarantor will not assert, plead, or enforce against the Investor any defense of waiver, release, statute of limitations, res judicata, statute of frauds, fraud, incapacity, minority, usury, illegality, or unenforceability that may be available to the Company or any other person liable in respect of any of the Indebtedness, or any setoff available against the Investor to the Company or any such other person, whether or not on account of a related transaction. The Guarantor expressly agrees that the Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage or security interest securing the Indebtedness, whether or not the liability of the Company or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. The undersigned shall remain obligated, to the fullest extent permitted by law, to pay such amounts as though the Company’s obligations had not been discharged.

8. If any payment applied by the Investor to the Indebtedness is thereafter set aside, recovered, rescinded, or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Company or any other obligor), the Indebtedness to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such Indebtedness as fully as if such application had never been made.

9. The Guarantor waives any claim, remedy, or other right which the Guarantor may now have or hereafter acquire against the Company or any other person obligated to pay the Indebtedness arising out of the creation or performance of the Guarantor’s obligation under this Guaranty, including, without limitation, any right of subrogation, contribution, reimbursement, indemnification, exoneration, and any right to participate in any claim or remedy the Guarantor may have against the Company, collateral, or other party obligated for the Company’s debts, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law.

10. The Guarantor waives presentment, demand for payment, notice of dishonor or nonpayment, and protest of any instrument evidencing Indebtedness. The Investor shall not be required first to resort for payment of the Indebtedness to the Company or other persons or their

properties, or first to enforce, realize upon or exhaust any collateral security for the Indebtedness, before enforcing this Guaranty.

11. The liability of the Guarantor under this Guaranty is in addition to and shall be cumulative with all other liabilities of the Guarantor to the Investor as guarantor or otherwise, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

12. This Guaranty shall be effective upon delivery to the Investor, without further act, condition, or acceptance by the Investor, shall be binding upon the Guarantor and the heirs, representatives, successors and assigns of the Guarantor and shall inure to the benefit of the Investor and its participants, successors and assigns; provided that the Guarantor may not assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of the Investor in its sole discretion. Any invalidity or unenforceability of any provision or application of this Guaranty shall not affect other lawful provisions and application hereof, and to this end the provisions of this Guaranty are declared to be severable. Except as authorized by the terms herein, this Guaranty may not be waived, modified, amended, terminated, released, or otherwise changed except by a writing signed by the Guarantor and the Investor. This Guaranty shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor the day and year first above written.

*GUARANTOR:*		*ADDRESS:*

Empire Petroleum Corporation		2200 S. Utica Place, Suite 150
		Tulsa, Oklahoma 74114


By:    /s/ Michael Morrisett
Name:     Michael Morrisett
Title:       Chief Executive Officer and President

EXHIBIT 10.4  

COMMERCIAL GUARANTY AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Energy Evolution Master Fund, Ltd. (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”).

The Guarantor further acknowledges and agrees with the Investor that:

properties, or first to enforce, realize upon or exhaust any collateral security for the Indebtedness, before enforcing this Guaranty.

IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor the day and year first above written.

*GUARANTOR:*		*ADDRESS:*

Empire Petroleum Corporation		2200 S. Utica Place, Suite 150
		Tulsa, Oklahoma 74114


By:    /s/ Michael Morrisett
Name:     Michael Morrisett
Title:       Chief Executive Officer and President

EXHIBIT 10.5

September 19, 2023

Empire Louisiana LLC

Empire North Dakota LLC

2651 East 21st Street, Suite 310

Tulsa, OK 74114

Attn: Michael R. Morrisett, President

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")

Dear Mike,

This letter ("Letter Agreement") notifies you that Bank has received Borrower's request that Bank permit and allow that certain bridge loan financing arrangement between END and each of Phil Mulacek, an individual ("Mulacek") and Energy Evolution Master Fund, LTD., a Cayman Islands exempted company ("Fund," and, together with Mulacek, collectively, the "Subordinate Lenders"), pursuant to which the Subordinate Lenders will extend two (2) loans in the amount of $5,000,000.00 each (aggregate $10,000,000.00) to END as evidenced by those certain promissory notes from END in favor of each of the Subordinate Lenders (such transaction being hereinafter referred to as the "Bridge Financing"). Bank hereby agrees to allow and permit the Bridge Financing, and to allow and permit END to enter into the Bridge Financing arrangement, and in connection therewith, Bank and Borrower shall make certain additional modifications to the Existing Loan Agreement, all as indicated below, and that the Existing Loan Agreement is hereby amended, modified and extended by this Letter Agreement (as amended, collectively, the "Loan Agreement") as follows:

Empire Louisiana LLC

Empire North Dakota LLC

September 19, 2023

Page 2

1. Definitions. Capitalized terms used in this Letter Agreement and not otherwise defined shall have the meaning given in the Existing Loan Agreement. In addition, the following terms are added to Article I of the Existing Loan Agreement or amended to read as follows:

"Funded Debt" shall mean, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (iii) all purchase money Indebtedness (including Indebtedness in respect of conditional sale or title retention arrangements and obligations in respect of the deferred purchase price of property or services) of such Person, including the principal portion of all obligations of such Person under capital leases, (iv) all contingent debt of such Person with respect to Funded Debt of another Person, (v) all Funded Debt of another Person secured by a Lien on any property of such Person, whether or not such Funded Debt has been assumed, and (vi) the Funded Debt of any partnership or joint venture in which such Person is a general partner or joint venturer, but only to the extent to which there is recourse to such Person for the payment of such Funded Debt; provided, however, that any bridge loan or bridge financing arrangement between EL and/or END and any subordinate or third-party lender shall be specifically excluded from the definition of Funded Debt.

2. Limitation on Other Indebtedness – Exhibit B. Exhibit B to the Existing Loan Agreement is hereby deleted and replaced in its entirety with Exhibit B attached hereto and incorporated herein by reference.

3. Consent to Other Indebtedness. Borrower has requested and Bank has agreed to permit Borrower to enter into the Bridge Financing arrangement described herein. This consent to additional indebtedness contained in this Section 3 is limited to the Bridge Financing arrangement and shall in no way be interpreted as a requirement or agreement by the Bank to make any similar accommodation or amendment in the future. In the event Borrower enters into any security agreements, including without limitation, any mortgages or security agreements, relating to the Bridge Financing, Borrower shall obtain Bank's prior written approval and consent to such security agreement.

4. Segregated Account. Borrower and Guarantor agree that (a) all monies extended to Borrower pursuant to the Bridge Financing arrangement shall be deposited into a segregated account of the Borrower with the Bank (the "Bridge Loan Account"), (b) the monies in the Bridge Loan Account shall be used solely in connection with the development of certain oil and gas properties leased and operated by Borrower in North Dakota and described on Exhibit A attached hereto, and (c) all monies remaining in the Bridge Loan Account, together with certain additional cash proceeds from other borrowings of Guarantor and injected as equity into the END, shall be used to repay outstanding principal and accrued and unpaid interest under the Bridge Financing promissory notes; provided, however, that any borrowings of Guarantor shall not violate Guarantor's existing Amended and Restated Guaranty Agreement in favor of Bank

Empire Louisiana LLC

Empire North Dakota LLC

September 19, 2023

Page 3

dated March 27, 2019. Aside from the initial advance of the Bridge Financing, the Borrower shall not deposit any additional monies into the Bridge Loan Account. Except as set forth above, the Borrower shall not use any other monies on deposit with Lender, or otherwise held by the Borrower, outside the Bridge Loan Account to repay any principal or accrued and unpaid interest under the Bridge Financing promissory notes.

5. Fees and Expenses. In consideration of the Bridge Financing and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged and stipulated by Borrower, Borrower and Guarantor also further agree, acknowledge and stipulate that Borrower will pay or reimburse all reasonable fees and expenses, including Bank's reasonable attorney's fees and expenses, in connection with the negotiation and preparation of this Letter Agreement.

6. Incorporation/Representations/Warranties/Covenants. The remaining terms, provisions, conditions and limitations of the Existing Loan Agreement and the other Loan Documents and Security Instruments described or defined therein continue in full force and effect for all purposes, all of which are hereby ratified and confirmed by the Borrower. The Borrower restates, confirms, adopts and ratifies the warranties, covenants and representations set forth in the Existing Loan Agreement and the other Loan Documents and further represents to the Bank that, as of the date hereof and except as specifically identified in and addressed by this Letter Agreement, no Default or Event of Default exists under any Loan Document.

7. Waiver/Release. In consideration of the amendments herein contained, Borrower and Guarantor hereby waive and release the Bank from any and all claims, counterclaims, defenses and setoffs, known or unknown, as of the effective date of this Letter Agreement with respect to the Existing Loan Agreement and the Loan Documents and the transactions contemplated thereby.

8. Loan Document. This Letter Agreement constitutes a Loan Document. This Letter Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

9. Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.

10. Ratification. Borrower hereby acknowledges the terms of this Letter Agreement and ratifies and affirms its obligations under and continuing liability under each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect for all purposes to the fullest extent permitted by applicable law. The undersigned Guarantor ratifies and confirms this Letter Agreement and the continuing effectiveness of its Guaranty Agreement in all respects to the fullest extent permitted by applicable law.

11. Reservation of Rights. Bank expressly retains and reserves any and all rights and remedies available thereto at law or in equity and pursuant to the Existing Loan Agreement and

Empire Louisiana LLC

Empire North Dakota LLC

September 19, 2023

Page 4

any other Loan Documents or Security Instruments executed in connection with the Existing Loan Agreement, all of which shall remain in full force and effect.

Please indicate your agreement with each of the foregoing terms and provisions set forth above and your concurrence with the scope and limitations of the foregoing Letter Agreement, where indicated below.

BANK:	CROSSFIRST BANK

	By:	/s/ Henry Smith
		Henry Smith, Vice President/Energy Bank

Empire Louisiana LLC

Empire North Dakota LLC

September 19, 2023

Page 5

Accepted, confirmed and agreed to by the undersigned in Tulsa, Oklahoma, effective on and after September 19, 2023:

BORROWER:

EMPIRE LOUISIANA, LLC,

a Delaware limited liability company

By: /s/ Michael R. Morrisett                         

Michael R. Morrisett, President

EMPIRE NORTH DAKOTA LLC,

Delaware limited liability company

By: /s/ Michael R. Morrisett                         

Michael R. Morrisett, President

Ratified, confirmed and continued, insofar as the Amended and Restated Guaranty Agreement in favor of CrossFirst Bank dated as of March 27, 2019 (the "Guaranty Agreement"), from the undersigned is concerned, effective on and after September 19, 2023:

GUARANTOR:	EMPIRE PETROLEUM CORPORATION,
	a Delaware corporation

	By:	/s/ Michael R. Morrisett
		Michael R. Morrisett, President

EXHIBIT 10.6

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT is entered into effective as of the 19^th 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").

RECITALS

A. Lender, as lender, Company, and EMPIRE LOUISIANA LLC, a Delaware limited liability company (together with Company, collectively, the "Borrowers"), as borrowers, are parties to that certain Senior Revolver Loan Agreement dated as of September 20, 2018, as amended (collectively, as amended, the "Loan Agreement"), pursuant to which Lender established a revolving credit facility in favor of Borrower in the maximum principal amount of $20,000,000.00 (subject to the Revolver Commitment Amount described therein, the Collateral Borrowing Base calculations and the QCR payments, all as more particularly described in the Loan Agreement) (the "Revolver Commitment").

B. Each of the Subordinating Lenders has agreed to make a loan to Company in the maximum principal amount of $5,000,000.00, and in the aggregate a total of $10,000,000.00 (the "Subordinate Loans"), each of which Subordinate Loans shall be evidenced by a promissory note in the principal amount of $5,000,000.00 executed by Company in favor of the respective Subordinating Lender (collectively, the "Subordinating Lender Documents"), forms of which promissory notes are attached hereto as Exhibit A-1 and Exhibit A-2.

C. The Subordinating Lenders are willing to subordinate, in the manner and to the extent set forth herein, the repayment of the Subordinate Loans to the payment of the Indebtedness of the Borrower to the Lender under the Loan Agreement, and it is a condition precedent to Lender's consent to Company obtaining the Subordinate Loans that the Loan Agreement, and all Loan Documents described therein, shall be and remain at all times a lien or charge upon the Mortgaged Property prior and superior to the lien or charge of Subordinate Loans and the Subordinating Lender Documents and that the Revolver Commitment be prior and superior to the Subordinate Loans.

D. The Subordinate Lenders and Company each desire to evidence their agreement to subordinate the Subordinate Loans and the Subordinating Lender Documents to indebtedness evidenced by, and the lien and charge of, the Loan Agreement and all Loan Documents described therein.

NOW, THEREFORE, in respect of the mutual agreements hereinafter set forth, the Parties covenant and agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Loan Agreement. In addition, the following terms shall have the following meanings:

"Bankruptcy Code" means the United States Bankruptcy Code, as amended from time, and successor statute and all rules and regulations promulgated thereunder.

"Collateral" means any and all assets of the Borrowers from time to time subject to security interests to secure payment or performance of the Lender Obligations.

"Insolvency Event" means (a) any Borrower commencing any Proceeding or other action (1) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (2) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets including the appointment of any Controller or other insolvency official in respect of any Borrower or any of its assets, or such Borrower making a general assignment for the benefit of its creditors; or (b) there being commenced against any Borrower any Proceeding or other action of a nature referred to in clause (a) above which (1) results in the entry of an order for relief or any such adjudication or appointment or (2) remains undismissed, undischarged or unbonded for a period of 60 days; or (c) there being commenced against such Borrower any Proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (d) any Borrower taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or (e) any Borrower not paying, or being unable to pay, or admitting in writing its inability to pay, its debts as they become due.

"Lender Loan Documents" means the Loan Agreement and all other Loan Documents (as defined in the Loan Agreement) that from time to time evidence or govern the Lender Obligations or secure payment or performance thereof, as any one or more or all of them may be amended, restated, supplemented, consolidated or otherwise modified from time to time.

"Lender Obligations" means the Indebtedness (as defined in the Loan Agreement) of the Borrowers to the Lender arising under the Lender Loan Documents, including without limitation, the Revolver Note together with each and every extension, renewal, modification, rearrangement, replacement, substitution, consolidation and change in form of either thereof which may be from time to time and for any term or terms affected.

"Proceeding" means with respect to any specified Person, (a) a voluntary or involuntary case under the Bankruptcy Code or any applicable bankruptcy, solvency or other similar law now or hereafter in effect: (b) the entry of a decree or order of a court having jurisdiction for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over such Person or over all substantially all of such Person's properties, or the involuntary appointment of an interim receiver, trustee or other custodian of such Person for all or substantially all of their respective properties; (c) the appointment of or taking possession by a receiver, trustee or other custodian for all or substantially all of such Person's property; or (d) the

making by such Person of any assignment for the benefit of creditors of all or substantially all of such Person's property.

"Subordinating Lender Documents" has the meaning set forth in the Recitals, and shall include any unconditional guarantee from Empire Petroleum Company in favor of Subordinating Lenders guaranteeing the Subordinate Obligations.

"Subordinate Obligations" means, collectively, the indebtedness of the Company to the Subordinating Lenders under the Subordinating Lender Documents.

"UCC" means the Uniform Commercial Code as from time to time in effect in the State of North Dakota. All references to any term in the plural shall include the singular and all references to any term in the singular shall include the plural. The capitalized term "Section" refers to sections of this Agreement.

2. Priority of Obligations; Payment of Subordinate Obligations.

(a) The Subordinate Obligations are hereby made expressly and fully subordinate, inferior and junior in right of payment in all respects to the prior payment in full of the Lender Obligations. Notwithstanding the foregoing, the Subordinating Lenders shall have the right, so long as and to the extent no Default or Event of Default has occurred and is continuing under the Lender Loan Documents or would result from or be caused by such payment(s), including, without limitation, the financial covenants set forth in the Loan Agreement, to receive and retain its origination fee ($50,000 payable to each of the Subordinating Lenders) and regularly scheduled interest payments at the contract rate (non-default rate) of interest and repayments of principal under the Subordinating Lender Documents.

(b) Notwithstanding anything herein to the contrary, the Company and each of the Subordinating Lenders agree that (a) all monies extended to the Company by the Investors under the Subordinating Lender Documents shall be deposited into a segregated account of the Company with the Lender (the "Bridge Loan Account"), (b) the monies in the Bridge Loan Account shall be used solely in connection with the development of the certain oil and gas properties leased and operated by the Company in North Dakota described on Exhibit B attached hereto, and (c) all monies remaining in the Bridge Loan Account, together with such certain additional cash proceeds from other borrowings of Empire Petroleum Corporation ("EPC") and injected as equity into the Company, shall be used to repay outstanding principal and accrued and unpaid interest described in subsection (a) above under the Subordinating Lender Documents; provided, however, that any borrowings of EPC shall not violate EPC's existing Amended and Restated Guaranty Agreement in favor of Lender dated March 27, 2019. Aside from the initial advance of the Subordinate Loans, the Company shall not deposit any additional monies into the Bridge Loan Account. Except as set forth above, the Company shall not use any other monies on deposit with Lender, or otherwise held by the Company, outside the Bridge Loan Account to repay any principal or accrued and unpaid interest under the Subordinating Lender Documents.

3. Priority of Security Interests. Notwithstanding the order in which a security interest in any of the Collateral was created, any lien and security interests securing the Subordinate Obligations shall be and hereby are fully and continuously subordinated and junior in priority to the lien and security interests of the Lender securing the Lender Obligations. Each of the Subordinating Lenders acknowledges the validity and perfection of the liens held by Lender in the Collateral and agrees that so long as this Agreement shall not have terminated, neither of the Subordinating Lenders shall contest in any judicial, administrative or other proceeding, or in any Proceeding, the validity, perfection or priority of such liens and/or security interest in the Collateral.

4. Turn-Over Obligation. Each of the Subordinating Lenders agrees that, in the event of any dissolution, winding up, liquidation, Insolvency Event, any marshaling of the assets and liabilities of any Borrower or sale of all or substantially all of such Borrower assets, any distribution of any kind payable or deliverable with respect to the Subordinate Obligations shall be applied toward the Lender Obligations until the Lender Obligations shall be paid in full and the Revolver Commitment expires or is otherwise cancelled or extinguished. This Agreement shall be applicable both before and after the institution of any Proceeding involving any Borrower including, without limitation, the filing of any petition by or against any Borrower under the Bankruptcy Code and all converted or succeeding cases in respect thereof, and all references herein to a Borrower shall be deemed to apply to the trustee for the Borrower and the Borrower as debtor-in-possession. The relative rights of Lender and Subordinate Lenders and to any distributions from the Collateral or proceeds of Collateral shall continue after the institution of any Proceeding involving any Borrower, including, without limitation, the filing of any petition by or against any Borrower under the Bankruptcy Code and all converted or succeeding cases in respect thereof, on the same basis as prior to the date of such institution, subject to any court order approving the financing of, or use of cash collateral by, a Borrower as debtor-in-possession. If any payment or distribution of assets of a Borrower of any kind of character, whether in cash, property or securities, shall be received by the holder of the Subordinate Obligations on account of principal, interest or other amounts due hereunder that, under provisions of this Agreement, was not permitted to be made then such pending payment or distribution shall be received and held in trust for, and shall be paid over to Lender for application to the payment of Lender Obligations until all Lender Obligations shall have been paid in full.

5. Exercise of Rights With Respect to Collateral; Application of Payments. Other than the subordination of remedies provisions in Section 6 hereof, nothing in this Agreement shall be construed so as to prohibit the Parties from the enforcement of the provisions of their respective loan documents and exercise of remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall include, without limitation, the rights to sell or otherwise dispose of Collateral, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction. Notwithstanding the foregoing, any money, property or securities realized upon the sale, disposition or other realization by the Subordinating Lenders upon all or any part of the Collateral or any money received in connection with any payment under the Subordinate Loans shall be

applied first towards satisfaction of the Lender Obligations consistent with the terms and conditions of Section 4 hereof.

6. Subordination of Remedies. As long as any Lender Obligations shall remain outstanding and unpaid, following the occurrence of any Event of Default and until such Event of Default is cured or waived, neither of the Subordinating Lenders shall, without first obtaining the prior written consent of the Lender, take any of the following actions (collectively, the "Enforcement Actions"):

(c) bring suit or institute any other actions or proceedings to enforce its rights or interests in respect of the Subordinate Obligations;

(d) exercise or refrain from taking or exercising any rights under or with respect to guaranties of the Subordinate Obligations, if any;

(e) exercise or refrain from exercising any rights to setoffs and counterclaims in respect of any indebtedness, liabilities, or obligations of Company against any of the Subordinate Obligations; or

(f) commence, or cause to be commenced, or join with any creditor other than Lender, in commencing, any Insolvency Proceeding, or receivership proceeding against the Company.

Notwithstanding the foregoing, the Subordinating Lenders may file and defend proofs of claim against the Company in any Insolvency Proceeding involving the Company.

7. Additional Agreements and Waivers by Subordinating Lender.

(a) To the extent set forth in this subsection (a), the Subordinating Lenders agree that Lender shall have no liability or obligations to the Subordinating Lenders on account of the exercise of the rights and remedies of Lender under any Lender Loan Document. The Subordinating Lenders waive the right to commence or pursue any legal action (whether by suit, counterclaim, cross claim or other action) (a "Legal Action") on account of the exercise of the rights and remedies of Lender under any Lender Loan Document and alleging or based on a theory of breach of fiduciary obligations of Lender, equitable subordination of claims of Lender against the Borrower, conflicts of interest by Lender or control or influence on management by Lender, actual management or control of the Borrower by Lender, voting any of the securities of the Borrower by Lender under any Lender Loan Document; unless in any such case Lender shall be charged with bad faith, willful misconduct or gross negligence, and in any event Lender shall have no liability in any such Legal Action unless a court shall find such bad faith, willful misconduct or gross negligence in a final unappealable order thereof.

(b) The Subordinating Lenders agree that Lender may, at any time and from time to time, without the consent of or notice to the Subordinating Lender, without incurring any liability to the Subordinating Lender, and without impairing or releasing any of the rights of the Lender, or any of the obligations of the Subordinating Lenders hereunder:

amend, extend, renew or otherwise modify the Revolver Note and other Lender Loan Documents (including Security Instruments as defined in the Loan Agreement), or change or extend the time for payment of the Lender Obligations ;

ii.

sell, exchange, release or otherwise deal with any Collateral;

iii.

release anyone liable in any manner for the payment of the Lender Obligations;

iv.

exercise or refrain from exercising any rights against the Borrower, the Guarantors or the Collateral; and

apply any sums by whomsoever paid or however realized to the Lender Obligations.

Notwithstanding the foregoing, the Subordinating Lenders and the Lender agree that the Lender will not voluntarily release the Borrower from liability for payment on the Revolver Note unless an Event of Default (as defined under the Loan Agreement) has occurred and liability for such release arises in connection with a compromise or settlement of claims of the Lender against the Borrower.

(c) Each of the undersigned has all necessary company and corporate power and authority to execute and deliver this Agreement for, on behalf of and in the name of the respective Subordinating Lender pursuant to all necessary action or consent by the board of directors thereof, all of which remains in full force and effect.

(d) If, at any time, all or part of any payment with respect to Lender Obligations theretofore made by Borrower is rescinded, refunded for any reason whatsoever (including, without limitation, a Proceeding or Insolvency Event of any Borrower or of any other Person), the subordination provisions set forth herein shall continue to be effective in all respects, or be reinstated, as the case may be, with respect to such payment.

8. Filings of Proof of Claims; Other Issues in Proceedings.

(a) While any Lender Obligations are outstanding in any Proceeding, Lender shall have the right to request a holder of Subordinate Obligations to file and, if the holder of the Subordinate Obligations fails to do so within ten (10) days prior to any deadline fixed in such Proceeding for the filing of such claim, is hereby authorized to file a proof of claim in the form required in any such Proceeding, for and on behalf of that holder, to accept and receive any payment or distribution which may be payable or deliverable at any time upon or in respect of the Subordinate Obligation or the Lender Loan Documents in an amount not in excess of the Lender Obligations then outstanding and to take such other action as may be reasonably necessary to effectuate the foregoing. Notwithstanding the foregoing, neither this Section 8 nor any other provision of this Agreement shall be construed to give Lender any right to vote any of the Subordinate Obligations whether in connection with any resolution, arrangements, plan of reorganization, compromise, settlement, election of trustees or otherwise.

(b) In the event of any Proceeding, until the payment in full of all Lender Obligations, (i) if the Lender shall consent to any use, sale or lease of any Collateral (pursuant to Section 363(f) of the Bankruptcy Code or otherwise), the Subordinate Lender (A) shall not object to such use, sale or lease of such Collateral, (B) shall be deemed to have consented to such use, sale or lease of such Collateral, and (C) shall (promptly after the written request of the Lender) consent in writing to such use, sale or lease of such Collateral, (ii) if the Subordinate Lender has a Lien on the Collateral, the Subordinate Lender shall not seek relief from the automatic stay imposed pursuant to Section 362 of the Bankruptcy Code in order to exercise any rights or remedies in respect of any of the Collateral, and (iii) the Subordinate Lender shall not object to or otherwise file any motion seeking to prevent the Lender from obtaining relief from the automatic stay imposed pursuant to Section 362 of the Bankruptcy Code in order to exercise any rights or remedies in respect of any of the Collateral. Notwithstanding the above, nothing in this Section 8 shall preclude the Subordinate Lender from supporting any plan of reorganization, provided that such plan includes payment in full to the Lender.

9. Modifications to Subordinated Lender Documents. The obligations and liabilities of Company and any other party or parties liable for or upon the Subordinating Lender Documents may, from time to time, be renewed, refinanced, extended, modified, amended, restated, compromised, supplemented, terminated, waived or released provided that neither the Subordinated Lenders nor Company will, without Lender's consent, consent to or effect any amendment, modification or supplement to or waiver of any provision of the Subordinating Lender Documents if the effect of such amendment, supplement, modification or waiver would cause the Borrower to be in default of any of the terms under the Loan Agreement.

10. Notices. All notices, requests and demands to or upon the Lender, the Subordinating Lenders or Company to be effective shall be in writing and shall be deemed to have been duly given or made (1) when delivered by hand, or (2) if given by mail, when deposited in the mails by certified mail, return receipt requested, or (3) if by fax or similar electronic transfer, when sent and receipt has been confirmed, addressed as follows:

If to the Subordinating Lender:

Phil Mulacek

25025 Interstate 45, STE 420

The Woodlands, Texas 77380

Energy Evolution Master Fund, Ltd.

c/o E2 Investment Advisors, LLC

25025 Interstate 45, STE 420

The Woodlands, Texas 77380

If to the Company:

Empire North Dakota LLC

2200 S. Utica Place, Suite 150

Tulsa Oklahoma 74114

Attn: Chief Executive Officer and President

If to the Lender:

CrossFirst Bank

7120 S. Lewis Ave.

Tulsa, Oklahoma 74136

Attn: Henry Smith, Energy Bank

The Lender, the Subordinating Lenders and Company may change their respective addresses and transmission numbers for notices by notice in the manner provided in this Section.

11. Application of Provisions. The provisions of this Agreement are intended solely for the purpose of defining the relative rights of the Subordinating Lenders and the Lender. Nothing in this Agreement is intended to or shall (i) create for Company, any right, remedy, or entitlement in relation to the Subordinating Lenders or alter or diminish the obligation of Company, which is absolute and unconditional, to pay Subordinating Lenders the principal and interest on the Subordinate Obligations as and when the same becomes payable in accordance with its terms; (ii) create for Borrowers any right, remedy, or entitlement in relation to the Lender or alter or diminish the obligation of Borrowers, which is absolute and unconditional, to pay the Lender the principal and interest on the Lender Obligations as and when the same becomes payable in accordance with its terms; (iii) affect the relative rights of the Subordinating Lenders against Company, except in relation to the Lender and the Lender Obligations; or (iv) prevent Subordinating Lenders from exercising all remedies otherwise permitted by applicable law upon a default or any event of default under the Subordinating Lender Documents, subject however, in all respects to the rights of the Lender hereunder. The failure to make a payment on the account of the principal or interest on the Subordinate Obligations or any other payment due under the Subordinating Lender Documents by reason of any provision of this Agreement shall not be construed as preventing a default or an event of default under the Revolver Note, the Lender Loan Documents or the Subordinated Lender Documents or as preventing the accrual of interest at the default rate therein specified.

12. Counterparts. This Agreement may be executed in one or more separate counterparts, all of which counterparts when taken together shall be deemed to constitute one and the same instrument.

13. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14. Amendments in Writing; No Waiver. None of the terms or provisions of this Agreement may be waived, amended, supplemented, or otherwise modified except by a written instrument executed by the Lender, the Subordinating Lenders and Company. No failure to exercise, nor any delay in exercising, on the part of the Parties, any right, power, or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

15. Cumulative Remedies. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

16. Successors and Assigns. This Agreement shall be binding upon the Subordinating Lenders and Company, and their respective heirs, personal representatives, successors and assigns, and shall inure to the benefit of the Lender and its respective successors and assigns.

17. Interpretation. This Agreement is the result of negotiations between, and has been reviewed by the respective counsel to, Company, the Subordinating Lenders, and the Lender and is the product of all parties hereto. Accordingly, this Agreement shall not be construed against any party merely because of its involvement in the preparation hereof.

18. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Oklahoma applicable to contracts made and performed in such state, and any applicable laws of the United States of America.

19. Waiver of Jury Trial. SUBORDINATING LENDER, COMPANY AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY OF ANY CLAIM OR CLAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATING LENDER DOCUMENTS OR ANY OF THE LENDER LOAN DOCUMENTS, SUBORDINATING LENDER, COMPANY AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, THE LENDER LOAN DOCUMENTS AND THE SUBORDINATING LENDER DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH SUBORDINATING LENDER, COMPANY AND LENDER SEVERALLY WARRANTS AND REPRESENTS TO EACH OTHER THAT IT HAS HAD THE OPPORTUNITY TO REVIEW THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

20. Entire Agreement. This Agreement, and the agreements referenced herein, are intended by the parties as a final expression of their agreement and are intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein.

[Signature Page Follows]

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

SUBORDINATING LENDERS:	/s/ Phil Mulacek
	Phil Mulacek, an individual

	ENERGY EVOLUTION MASTER FUND, LTD.,

	By:	E2 Investment Advisors LLC,
		Investment Manager
		By:    /s/ Mason Matschke

Subordination Agreement Signature Page

COMPANY:	EMPIRE NORTH DAKOTA LLC

	By:	/s/ Michael Morrisett
	Name:  Title:	Michael Morrisett                                                            President and CEO

Acknowledged and agreed to by:

EMPIRE PETROLEUM CORPORATION

By:    /s/ Michael Morrisett                            
Name: Michael Morrisett                            
Title:   President and CEO                          

Subordination Agreement Signature Page

LENDER:	CROSSFIRST BANK

	By:	/s/ Henry Smith
		Henry Smith, Energy Bank

Cover	Sep. 19, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2023
Entity File Number	001-16653
Entity Registrant Name	EMPIRE PETROLEUM CORPORATION
Entity Central Index Key	0000887396
Entity Tax Identification Number	73-1238709
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2200 S. Utica Place
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	Tulsa
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	74114
City Area Code	539
Local Phone Number	444-8002
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false