Material Agreement Form 8 K

As previously reported on the Current Report on Form 8-K of Empire Petroleum Corporation (the "Company") filed on August 11, 2020, Empire Texas LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Empire Texas"), entered into that certain Term Loan Agreement dated as of August 6, 2020 (the "Loan Agreement") with Petroleum Independent & Exploration, LLC, a Nevada limited liability company ("PIE"). Under the Loan Agreement, Empire Texas could request PIE to make advances to Empire Texas from time to time in an aggregate principal amount at any time not to exceed $2,000,000 to fund certain workover and recompletion projects pursuant to that certain Joint Development Agreement dated as of August 6, 2020 among the Company, PIE and certain affiliates of PIE (the "JDA"). The Loan Agreement matures on August 6, 2024 (the "Maturity Date").

On July 31, 2024, PIE, Empire Texas and the Company entered into that certain Note Repayment and Loan Termination Agreement (the "Termination Agreement") providing for the payment in full of the amounts outstanding under the Loan Agreement and the termination of the Loan Agreement. As of July 1, 2024, the effective date of the Termination Agreement (the "Effective Date"), the aggregate outstanding amount of principal and accrued interest under the Loan Agreement was $1,060,004 (the "Outstanding Loan Amount"). As payment in full of the Outstanding Loan Amount, the Company will issue to PIE 205,427 shares of common stock of the Company (the "Shares") with an aggregate agreed value equal to the Outstanding Loan Amount based on an agreed price of $5.16 per share, which was the closing price of the Company's common stock on June 28, 2024, the last trading day immediately prior to the Effective Date. The Shares will be issued to PIE promptly after the NYSE American stock exchange approves a supplemental listing application relating to the Shares. The Loan Agreement will be deemed terminated as of the date the Shares are issued.

The Termination Agreement also amended the Loan Agreement as of the Effective Date to, among other things, (a) stop accruing interest on the aggregate outstanding amount of principal under the Loan Agreement as of July 1, 2024, (b) terminate PIE's commitment to make further advances under the Loan Agreement, and (c) to extend the Maturity Date to the earliest to occur of (i) December 31, 2024 or (ii) the date of any demand by PIE for repayment upon the occurrence of an Event of Default as defined in the Loan Agreement.

For a description of any material relationship between the Company and PIE, see the Company's definitive proxy statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 29, 2024.

The foregoing summary of the Termination Agreement is qualified in its entirety by reference to the full terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.