Form 8-K

8-K — EMPIRE PETROLEUM CORP

Accession: 0001072613-26-000368

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0000887396

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — emp_8k-19055.htm (Primary)

EX-5.1 — OPINION OF PORTER HEDGES LLP (exh_5-1.htm)

GRAPHIC (image_002.jpg)

EX-10.1 — SALES AGREEMENT BY AND BETWEEN EMPIRE PETROLEUM CORPORATION AND ROTH CAPITAL PARTNERS, LLC, DATED MAY 1, 2026 (exh_10-1.htm)

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8-K (Primary)

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2026-05-01

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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):

MAY

1, 2026

_______________________________

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 $0.001 par value

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.

On May 1,

2026, Empire Petroleum Corporation (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with

Roth Capital Partners, LLC (the “Agent”), under which the Company may, from time to time, sell shares of the Company’s

common stock, par value $0.001 per share, having an aggregate offering price of up to $30,000,000 (“Shares”) in “at

the market” offerings through or to the Agent, as sales agent and/or principal. Sales can be made by any method deemed an “at-the-market

offering” as defined in Rule 415(a)(4) under the Securities Act or through privately negotiated transactions. Sales of the Shares,

if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent.

The Company

is not obligated to sell, and the Agent is not obligated to sell or offer to sell, any Shares under the Sales Agreement. No assurance

can be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or amount of Shares that

it sells or the dates when such sales will take place. Each time the Company wishes to issue and sell the Shares under the Sales Agreement,

the Company will provide the Agent with a placement notice describing the number or dollar value of Shares, the time period during which

sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which

sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent will use commercially reasonable efforts,

consistent with its normal trading and sales practices, and applicable state and federal laws, rules and regulations and the rules of

the NYSE American to sell the Shares under the terms and subject to the conditions of the placement notice.

The Agent

will receive a commission from the Company of 3.0% of the gross proceeds of any Shares sold under the Sales Agreement. In addition, the

Company has agreed to reimburse the Agent for the reasonable and documented out-of-pocket expenses of the Agent.

Pursuant to

the terms of the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities

Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required

to make because of such liabilities. The Company and the Agent may each terminate the Sales Agreement as provided in the Sales Agreement.

The Shares

will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-274327), including a base prospectus

contained therein, filed with the Securities and Exchange Commission on September 1, 2023, and declared effective on September 22, 2023.

The Sales

Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.

The foregoing descriptions of terms and conditions of the Sales Agreement do not purport to be complete and are qualified in their entirety

by the full text of the form of the Sales Agreement, a copy of which is attached hereto as Exhibit 10.1.

The legal

opinion and consent of Porter Hedges LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement is filed

herewith as Exhibit 5.1.

The above

disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there

be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such state.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

The

following exhibits are filed or furnished herewith.

Exhibit

Number

Description

5.1

Opinion

of Porter Hedges LLP.

10.1

Sales

Agreement by and between Empire Petroleum Corporation and Roth Capital Partners, LLC, dated May 1, 2026.

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:

May 1, 2026

By:

/s/ Michael

R. Morrisett

Name:

Title:

Michael

R. Morrisett

President

and Chief Executive Officer

EX-5.1 — OPINION OF PORTER HEDGES LLP

EX-5.1

Filename: exh_5-1.htm · Sequence: 2

EXHIBIT 5.1

1000 Main

Street, 36th Floor

Houston,

Texas 77002

Telephone

{713} 226-6000

Telecopier

{713} 228-1331

porterhedges.com

May

1, 2026

Empire

Petroleum Corporation

2200 S. Utica Place, Suite 150

Tulsa,

OK 74114

Ladies

and Gentlemen:

have acted as counsel to Empire Petroleum Corporation, a Delaware corporation (the “Company”), in connection

with the preparation for filing with the Securities and Exchange Commission (the “Commission”) of a prospectus

supplement (the “Prospectus Supplement”) under the Securities Act of 1933, as amended (the “Act”),

related to the Company’s shelf registration statement on Form S-3 (Registration No. 333-274327) (as amended, the “Registration

Statement”). The Prospectus Supplement relates to the issuance by the Company of up to $30,000,000 of shares (the “Shares”)

of common stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to the terms of the

Sales Agreement dated May 1, 2026 between the Company and Roth Capital Partners, LLC (the “Agreement”). Capitalized

terms used but not defined herein have the meanings given such terms in the Agreement.

For

purposes of the opinions we express below, we have examined the originals or copies, certified or otherwise identified, of: (i) the Certificate

of Incorporation and Bylaws, each as amended to date, of the Company; (ii) the Registration Statement; (iii) the Prospectus; and (iv) the

corporate records of the Company, including minute books of the Company, certificates of public officials and of representatives of the

Company, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed.

In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy

of the material factual matters contained in such certificates. In giving the opinions below, we have assumed that the signatures on

all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents

submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate

and complete.

making our examination, we have assumed and have not verified (i) that all signatures on documents examined by us are genuine, (ii) the

legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals and (iv) the conformity

to the original documents of all documents submitted to us as copies thereof.

Based

on the foregoing, and subject to the assumptions, exceptions and qualifications set forth herein, we are of the opinion

that the issuance and sale of the Shares pursuant to the Agreement have been duly authorized by the Company, and such Shares

will be validly issued, fully

paid and non-assessable when duly delivered to the purchasers thereof against payment of the agreed consideration therefor, in accordance

with the Agreement.

Empire Petroleum Corporation

May 1, 2026

Page 2

The

opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the federal securities laws of the

United States of America.

hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K. We also consent to the

references to our Firm under the heading “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not

hereby admit we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the

Commission thereunder.

Very

truly yours,

/s/ Porter Hedges LLP

PORTER HEDGES LLP

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EX-10.1 — SALES AGREEMENT BY AND BETWEEN EMPIRE PETROLEUM CORPORATION AND ROTH CAPITAL PARTNERS, LLC, DATED MAY 1, 2026

EX-10.1

Filename: exh_10-1.htm · Sequence: 4

EXHIBIT

10.1

EMPIRE

PETROLEUM CORPORATION

$30,000,000

Common

Stock

($0.001

par value per share)

Sales

Agreement

May

1, 2026

Roth

Capital Partners, LLC

888

San Clemente Drive, Suite 400

Newport

Beach, CA 92660

Ladies

and Gentlemen:

Empire

Petroleum Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)

with Roth Capital Partners, LLC (the “Agent”), as follows:

Issuance and Sale of Shares. The Company agrees

that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue

and sell through or to the Agent, shares (the “Placement Shares”) of common stock of the Company, $0.001 par value

per share (the “Common Stock”) having an aggregate offering price of up to $30,000,000, provided, however,

that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number or dollar

amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined below), (b) the number or dollar

amount of shares of Common Stock for which the Company has filed any Prospectus Supplement (as defined below) or (c) exceeds the number

of authorized but unissued shares of Common Stock (the “Maximum Amount”). Notwithstanding anything to the contrary

contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement

Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation

in connection with such compliance. The issuance and sale of Placement Shares through or to the Agent will be effected pursuant to the

Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the

“Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration

Statement to issue any Placement Shares.

The

Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations

thereunder (the “Securities Act”), with the Commission a registration statement on Form S-3 (File No.

333-274327), as amended, including a base prospectus, relating to certain securities, including the Placement Shares to be issued

from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in

accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the

“Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares

(the “Prospectus Supplement”)

to the base prospectus included as part of such registration statement. The Company

will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as

supplemented by the Prospectus Supplement relating to the Placement Shares. Except where the context otherwise requires, such

registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by

reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission

pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to

Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under

the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.”

The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be

supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been

filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer

Free Writing Prospectus (defined below), is herein called the “Prospectus.” Any reference herein to the

Registration Statement, the Prospectus or any amendment or supplement thereto, shall be deemed to refer to and include the documents

incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,”

“amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to

refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by

reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the

Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the

Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data

Electronic Application system when used by the Commission (collectively, “EDGAR”).

Placements. Each time that the Company wishes

to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by email notice (or other

method mutually agreed to in writing by the parties) of the number or dollar value of Placement Shares, the time period during which

sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price

below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The

Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other

individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Agent set forth on

Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless and until (i) the

Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement

Shares thereunder have been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) the Agreement has been

terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company

to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule

2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to

a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline

such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event

of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Sale of Placement Shares by the Agent. Subject

to the provisions of Section 5(a), the Agent, for the period specified in the Placement Notice, will use its commercially

reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations

and the rules of the NYSE American (the “Exchange”), to sell the Placement Shares up to the amount specified, and

otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company no later

than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement

Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent

pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an

itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from

such sales. Subject to the terms of a Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to

be an “at the market offering” as defined in Rule 415 of the Securities Act.

Suspension of Sales.

(a)

The Company or the Agent may, upon notice to the other

party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt

of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by

telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other

party set forth on Schedule 3), suspend any sale of Placement Shares (the “Suspension”); provided, however, that such

suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the

receipt of such notice. While a Suspension is in effect, any obligation under Sections 7(l), 7(m),

and 7(n) with respect to the delivery of certificates, opinions, or Comfort Letters (as defined herein) to the Agents, shall be

waived; provided, however, that the Company acknowledges and agrees that delivery of such certificates, opinions, or Comfort Letters

may be required prior to resuming sales of Placement Shares. Each of the parties agrees that no such notice under this Section 4

shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may

be amended from time to time.

(b)

Notwithstanding any other provision of this Agreement,

during any period in which the Company is in possession of material non-public information, the Company and the Agent agree that (i)

no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent

shall not be obligated to sell or offer to sell any Placement Shares.

Sale and Delivery to the Agent; Settlement.

(a)

Sale of Placement Shares. On the basis

of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s

acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares

described therein has been declined, suspended,

or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice,

will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up

to the amount specified in such Placement Notice, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges

and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent

will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason

other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and

applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under

no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and

the Company.

(b)

Settlement of Placement Shares. Unless

otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the first (1st) Trading

Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement

Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares

sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the

Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and

(ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.

(c)

Delivery of Placement Shares. On each Settlement

Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent to, electronically transfer the Placement

Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written

notice of such designee and such designee's account information at least one Trading Day prior to the Settlement Date) at The Depository

Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon

by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each

Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior

to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to

deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations

set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including

reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent

(if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been

entitled absent such default.

(d)

Limitations on Offering Size. Under no

circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such

Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together

with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the

Registration Statement and (C) the amount authorized from time to time to be issued and sold

under this Agreement by the Company’s

board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.

Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price

lower than the minimum price authorized from time to time by the Company’s board of directors, duly authorized committee thereof

or a duly authorized executive committee, and notified to the Agent in writing. Further, under no circumstances shall the Company cause

or permit the aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.

Representations and Warranties of the Company and

its Subsidiaries. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents), the Company

and its Subsidiaries (as defined below) represent and warrant to, and agree with the Agent that as of the date of this Agreement and

as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date or time:

(a)

Registration Statement and Prospectus. The Company

and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form S-3

under the Securities Act. The Registration Statement has been filed with the Commission and declared effective under the Securities Act.

The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has

not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening

or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby

meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations,

contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits

to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments

or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this

Agreement have been delivered, or are available through EDGAR, to the Agent and its counsel. The Company has not distributed and, prior

to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering

material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and

any Issuer Free Writing Prospectus to which the Agent has consented. The Company has not, in the 12 months preceding the date hereof,

received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements. The

Company has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance

requirements.

(b)

No Misstatement or Omission. The Registration

Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus

or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities Act. At each

Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements

of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will not, contain an untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading.

The Prospectus and any amendment or supplement thereto, on the date thereof and at each Applicable Time, did not and will not include

an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading. The Incorporated Documents did not, and any further documents filed and incorporated by reference

therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required

to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were

made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and

in conformity with, information furnished to the Company by an Agent specifically for use in the preparation thereof.

(c)

Conformity with Securities Act and Exchange Act.

The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the Incorporated

Documents, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act or became or become

effective under the Securities Act, as the case may be, conformed and will conform in all material respects with the requirements of

the Securities Act and the Exchange Act, as applicable.

(d)

Financial Information. The financial statements

of the Company included or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses,

if any, together with the related notes and schedules, present fairly, in all material respects, the financial position of the Company

as of the dates indicated and the results of operations, cash flows and changes in stockholders’ equity of the Company for the

periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity

with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except

for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim

financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary

statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during the periods involved;

the other financial and statistical data with respect to the Company contained or incorporated by reference in the Registration Statement,

the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis consistent

with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that

are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or incorporated

by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance

sheet obligations), not described in the Registration Statement(excluding the exhibits thereto), and the Prospectus; and all disclosures

contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any,

regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in

all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent

applicable. No person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed

to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of,

or audited, the financial statements, supporting schedules or other financial data of

the Company and its Subsidiaries incorporated by

reference in the Registration Statement and the Prospectus (it being agreed that the foregoing representation is made only to the Company’s

actual knowledge without independent investigation with respect to any person who is not a director, officer or employee of the Company

or any of its Subsidiaries). The interactive data in eXtensible Business Reporting Language (“XBRL”) incorporated

by reference in the Registration Statement and the Prospectus fairly presents the required information called for in all material respects

and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(e)

Conformity with EDGAR Filing. The Prospectus

delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical to the

versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation

S-T.

(f)

Organization. The Company is duly organized,

validly existing as a corporation and in good standing under the laws of its jurisdiction of organization. Each of the Subsidiaries is

duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. The Company is,

and will be, and each of its Subsidiaries is and will be, duly licensed or qualified to do business and in good standing under the laws

of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license or qualification,

except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse

Effect (as defined below). The Company has all corporate power and authority necessary to own or hold its properties and to conduct its

business as described in the Registration Statement and the Prospectus, except where the failure to have such power or authority would

not, individually or in the aggregate, have a material adverse effect on or affecting the assets, business, operations, earnings, properties,

condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and its Subsidiaries,

taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material

Adverse Effect”).

(g)

Subsidiaries. The Company does not own or control,

directly or indirectly, any corporation, association or other entity other than (i) the subsidiaries listed in Exhibit 21.1 to the Company’s

Annual Report on Form 10-K for the most recently ended fiscal year and (ii) such other entities which, when such omitted entities are

considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary” within the meaning of

Rule 1-02(w) of Regulation S-X under the Exchange Act (each, a “Subsidiary,” and collectively, the “Subsidiaries”).

The Company owns directly or indirectly, all of the equity interests of its Subsidiaries free and clear of any lien, charge, security

interest, encumbrance, right of first refusal or other restriction, and all the equity interests of its Subsidiaries are validly issued

and are fully paid, non-assessable and free of preemptive and similar rights.

(h)

No Violation or Default. Neither the Company

nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default,

and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance

of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument

to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any

of the property or assets of the Company or any of its Subsidiaries is subject; or

(iii) in violation of any law or statute or any

judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of each of

clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material

Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which the Company

or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.

(i)

No Material Adverse Effect. Subsequent to

the respective dates as of which information is given in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses,

if any, (including any Incorporated Documents), there has not been (i) any Material Adverse Effect, (ii) any transaction which

is material to the Company and its Subsidiaries, taken as a whole, (iii) any obligation or liability, direct or contingent (including

any off-balance sheet obligations), incurred by the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries,

taken as a whole, (iv) any material change in the capital stock or outstanding long-term indebtedness (other than (A) the grant

of additional awards under equity incentive plans, (B) changes in the number of outstanding Common Stock due to the issuance of

shares upon exercise or conversion of securities exercisable for or convertible into Common Stock outstanding on the date hereof, (C) any

repurchase of capital stock of the Company, (D) as a result of the sale of Placement Shares, or (E) other than as publicly

reported or announced), or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company

other than in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus

(including any Incorporated Documents).

(j)

Capitalization. The issued and outstanding shares

of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration

Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an

authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred

to therein (other than the grant of additional options and restricted stock units under the Company’s existing equity incentive

plans, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise

or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof) and such authorized capital

stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities

of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. As of the date referred

to therein, and other than disclosed in the Prospectus, the Company does not have outstanding any options to purchase, or any rights

or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments

to issue or sell, any shares of capital stock or other securities.

(k)

Authorization; Enforceability. The Company has

full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has

been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable in

accordance with its terms, except (i) to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification

and contribution provisions of Section 10 hereof may be limited by federal or state securities laws and public policy considered

in respect thereof.

(l)

Authorization of Placement Shares. The Placement

Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee

thereof, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and non-assessable,

free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive

rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange

Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in or incorporated

into the Prospectus.

(m)

No Consents Required. No consent, approval,

authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required

for the execution, delivery and performance by the Company this Agreement, the issuance and sale by the Company of the Placement Shares,

except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state

securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) or the Exchange

in connection with the sale of the Placement Shares by the Agent.

(n)

No Preferential Rights. (i) No person,

as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has

the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital

stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, or any

other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other

capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor

to the Company in connection with the offer and sale of Common Stock, and (iv) no Person has the right, contractual or otherwise,

to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities

of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby,

whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated

thereby or otherwise.

(o)

Independent Public Accountant. Grant Thornton

LLP (the “Accountant”), whose report on the financial statements of the Company is filed with the Commission as part

of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated into the Registration Statement

and the Prospectus, are and, during the periods covered by their report, were an independent registered public accounting firm with respect

to the Company within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States) (“PCAOB”).

To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act

of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.

(p)

Reserve Engineer. Cawley, Gillespie & Associates,

Inc., whose report on the oil and gas reserve estimates of the Company is incorporated by reference in the Registration Statement and

the Prospectus, is an independent petroleum engineer in accordance with guidelines established by the Commission.

(q)

Enforceability of Agreements. All agreements

between the Company and third parties expressly referenced in the Prospectus are legal, valid and binding obligations of the Company

enforceable in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles

and (ii) the indemnification provisions of certain agreements may be limited be federal or state securities laws or public policy

considerations in respect thereof, and except for any unenforceability that, individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect.

(r)

No Litigation. There are no legal, governmental

or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory investigations,

to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is the

subject that, individually or in the aggregate, if determined adversely to the Company or such Subsidiary would have a Material Adverse

Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s

knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened

by others; and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings

that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts

or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.

(s)

Licenses and Permits. The Company and its Subsidiaries

possess or have obtained all licenses, certificates, consents, orders, approvals, permits and other authorizations issued by, and have

made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that

are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in

the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess, obtain or make

the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor,

to the Company’s knowledge, any of its Subsidiaries has received written notice of any proceeding relating to revocation or modification

of any such Permit or has any reason to believe that such Permit will not be renewed in the ordinary course, except where the failure

to obtain any such renewal would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t)

No Material Defaults. The Company has not defaulted

on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually

or in the aggregate, have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange

Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment

on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term

leases, which defaults, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(u)

S-3 Eligibility. At the time the Registration

Statement was declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission,

the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited

to, General Instruction I.B.6 of Form S-3, if applicable. As of the close of trading on the Exchange on April 30, 2026, the aggregate

market value of the outstanding voting and non-voting common equity (as defined in Rule 405) of the Company held by Persons other than

affiliates of the Company (pursuant to Rule 144 of the Securities Act, those that directly, or indirectly through one or more intermediaries,

control, or are controlled by, or are under common control with, the Company) (the “Non-Affiliate Shares”), was approximately

$52,000,000 (calculated by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on March

3, 2026 times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities

Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously,

has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar

months previously reflecting its status as an entity that is not a shell company.

(v)

Certain Market Activities. Neither the Company

nor, to the Company’s knowledge, any of its directors, officers or controlling persons has taken, directly or indirectly, any action

designed, or that has constituted or would reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization

or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.

(w)

Broker/Dealer Relationships. Neither the Company

nor any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions

of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated

with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

(x)

No Reliance. The Company has not relied

upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale of the

Placement Shares.

(y)

Taxes. The Company and its Subsidiaries have

filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through

the date hereof, to the extent that such taxes have become due and are not being contested in good faith. Except as otherwise disclosed

in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or

any of its Subsidiaries which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect. Neither the Company nor, to the Company’s knowledge, any of its Subsidiaries has any knowledge of any federal, state or

other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which reasonably

would be expected to have a Material Adverse Effect.

(z)

Title to Real and Personal Property. The Company

and its Subsidiaries have good and valid title in fee simple to all items of real property and good and valid title to all personal property

described in the Registration Statement or Prospectus as being owned by them that are

material to the business of the Company and its

Subsidiaries, in each case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere

with the use made and proposed to be made of such property by the Company or (ii) would not reasonably expected, individually or

in the aggregate, to have a Material Adverse Effect. Any real property described in the Registration Statement or Prospectus as being

leased by the Company is held by it under valid, existing and enforceable leases, except those that (A) do not materially interfere

with the use made or proposed to be made of such property by the Company or (B) would not be reasonably expected to have a Material

Adverse Effect.

(aa)

Intellectual Property. The Company and its Subsidiaries

own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service

marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and

other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “Intellectual

Property”), necessary for the conduct of its business as conducted as of the date hereof, except to the extent that the failure

to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect; the Company has not received any written notice of any claim of infringement or conflict which asserted

Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a

Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings

against the Company challenging the Company’s rights in or to or the validity of the scope of any of the Company’s patents,

patent applications or proprietary information; none of the technology employed by the Company or any of its Subsidiaries has been obtained

or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on the Company or any of

its Subsidiaries or any of its or its Subsidiaries’ officers, directors or employees or otherwise in violation of the rights of

any persons, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect.

(bb)

Environmental Laws. The Company and its Subsidiaries:

(i) (A) are and have been in compliance with any and all applicable federal, regional, state and local laws, rules, regulations, ordinances,

orders, judgments, settlements, codes and decrees relating to pollution or the protection of human health and safety (to the extent related

to exposure to hazardous or toxic materials), natural resources and the environment or imposing legally enforceable standards of conduct

concerning any Hazardous Materials (as hereinafter defined) (“Environmental Laws”); (B) have obtained and are in compliance

with all Permits required of them under applicable Environmental Laws to conduct their respective operations as they are currently being

conducted; (C) have not received written notice of, nor to the knowledge of the Company have, any liability under any Environmental Law

including, without limitation, any liability arising out of or in connection with the generation, use, manufacture, refinement, storage,

treatment, handling, transportation, disposal, release, or remediation of any Hazardous Materials by the Company or the Subsidiaries

or, to the knowledge of the Company, any of its or a Subsidiary’s predecessors in interest; (D) are not party to or affected by

any pending or, to the knowledge of the Company, threatened action, suit or proceeding alleging that the Company or any of its Subsidiaries

is in violation of or otherwise liable under any Environmental Law; (E) have not been notified that any of them is currently named as

“potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as

amended, in each of clauses

(A) through (E), except as would not individually or in the aggregate have or result in a Material Adverse

Effect and (ii) are not the subject of any pending, or threatened in writing, proceeding under any Environmental Laws in which a governmental

or regulatory authority is also a party, the Company and its Subsidiaries, (iii) are not aware of any facts or issues regarding compliance

with Environmental Laws that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive

position of the Company and its Subsidiaries, and (iv) none of the Company or its Subsidiaries currently anticipates incurring material

capital expenditures relating to compliance with Environmental Laws. The term “Hazardous Materials” means (A) any

“hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as

amended, (B) any “solid waste” or “hazardous waste” as defined in the Resource Conservation and Recovery Act,

as amended, (C) any petroleum hydrocarbons, petroleum products, natural gas or oil, (D) any polychlorinated biphenyl and per- or poly-fluorinated

substances and (E) any pollutant or contaminant or hazardous or toxic chemical, material, waste or substance regulated under any applicable

Environmental Law.

(cc)

Disclosure Controls. The Company maintains systems

of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s

general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in

conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s

general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable

intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL incorporated by reference

in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and is prepared

in accordance with the Commission’s rules and guidelines applicable thereto. The Company is not aware of any material weaknesses

in its internal control over financial reporting (other than as set forth in the Prospectus). Since the date of the latest audited financial

statements of the Company included in the Prospectus, there has been no change in the Company’s internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

reporting (other than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in

Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information

relating to the Company is made known to the certifying officers by others within those entities, particularly during the period in which

the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared. The Company’s

certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of a date within 90 days prior

to the filing date of the Form 10-K for the fiscal year most recently ended (such date, the “Evaluation Date”). The

Company presented in its Form 10-K for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness

of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have

been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under

the Securities Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal

controls. To the knowledge of the Company, the Company’s “internal controls over financial reporting” and “disclosure

controls and procedures” are effective.

(dd)

Sarbanes-Oxley. The Company is not aware of any

failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any

applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations promulgated thereunder in all material respects.

Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer

of the Company and each former principal financial officer of the Company as applicable) has made all certifications required by Sections

302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed

by it or furnished by it to the Commission during the past 12 months. For purposes of the preceding sentence, “principal executive

officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act.

(ee)

Finder’s Fees. The Company has not incurred

any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated,

except as may otherwise exist with respect to the Agent pursuant to this Agreement.

(ff)

Labor Disputes. No labor disturbance by

or dispute with employees of the Company exists or, to the knowledge of the Company, is threatened which would be reasonably likely to

have a Material Adverse Effect

(gg)

Investment Company Act. The Company is not or

after giving effect to the offering and sale of the Placement Shares, will not be an “investment company” or an entity “controlled”

by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment

Company Act”).

(hh)

Operations. The operations of the Company and

its Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements

of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to which

the Company or any of its Subsidiaries is subject, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”),

except as would not have a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of

the Company, threatened.

(ii)

Off-Balance Sheet Arrangements. There are no

transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of

its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose

entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected to affect materially the Company’s

liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions described

in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations

(Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

(jj)

Underwriter Agreements. Other than with respect

to this Agreement, the Company is not a party to any agreement with an agent or underwriter for any other “at the market”

or continuous equity transaction.

(kk)

ERISA. To the knowledge of the Company, each

material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees

or former employees of the Company has been maintained in material compliance with its terms and the requirements of any applicable statutes,

orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);

no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would

result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or

administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302

of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not

waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds

the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

(ll)

Forward-Looking Statements. No forward-looking

statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) (a “Forward-

Looking Statement”) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable

basis or has been disclosed other than in good faith. The Forward-Looking Statements incorporated by reference in the Registration Statement

and the Prospectus from the Company’s Annual Report on Form 10-K for the fiscal year most recently ended (i) are within the

coverage of the safe harbor for forward looking statements set forth in Section 27A of the Securities Act, Rule 175(b) under the

Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable basis and in

good faith and reflect the Company’s good faith commercially reasonable best estimate of the matters described therein, and (iii) have

been prepared in accordance with Item 10 of Regulation S-K under the Securities Act.

(mm)

Agent Purchases. The Company acknowledges and

agrees that the Agent has informed the Company that the Agent may, to the extent permitted under the Securities Act and the Exchange

Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or

sales shall take place while a Placement Notice is in effect (except to the extent the Agent may engage in sales of Placement Shares

purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company

shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.

(nn)

Margin Rules. Neither the issuance, sale and

delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described in the Registration Statement

and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation

of such Board of Governors.

(oo)

Insurance. The Company and its Subsidiaries carry,

or are covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of

their respective businesses and as is customary for companies engaged in similar businesses in similar industries.

(pp)

No Improper Practices. (i) Neither

the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any of their respective executive officers has, in the

past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution

in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or

foreign office or other Person charged with similar public or quasi-public duty in violation of any law or of the character required

to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s

knowledge, any affiliate of the Company, on the one hand, and the directors, officers and stockholders of the Company, on the other hand,

that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no

relationship, direct or indirect, exists between or among the Company, or any affiliate of the Company, on the one hand, and the directors,

officers, stockholders or directors of the Company, on the other hand, that is required by the rules of FINRA to be described in the

Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances or

material guarantees of indebtedness by the Company to or for the benefit of any of its officers or directors or any of the members of

the families of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any Person with

the intent to influence unlawfully (A) a customer or supplier of the Company to alter the customer’s or supplier’s level

or type of business with the Company or (B) a trade journalist or publication to write or publish favorable information about the

Company or any of its products or services, and, (vi) neither the Company nor, to the Company’s knowledge, any employee or

agent of the Company has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or

regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977, which payment, receipt or retention of funds is

of a character required to be disclosed in the Registration Statement or the Prospectus).

(qq)

Compliance with Applicable Laws. Neither the

Company nor any of its Subsidiaries has been advised, and the Company has no reason to believe, that the Company and each of its Subsidiaries

is not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting

business, except where failure to be so in compliance would not result in a Material Adverse Effect.

(rr)

Ineligible Issuer. The Company is not, and at

all relevant times during the offering of the Placement Shares will not be, an “ineligible issuer” as defined in Rules 405,

164 and 433 under the Securities Act.

(ss)

No Misstatement or Omission in an Issuer Free

Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable Time, did not, does not and

will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement

or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing

sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written

information furnished to the Company by the Agent specifically for use therein.

(tt)

Reserve Report Data. The oil and gas reserve

estimates of the Company, which are incorporated by reference in the Registration Statement and the Prospectus, are derived from reports

that have been prepared by independent reserve engineers in accordance with Commission guidelines applied on a consistent basis throughout

the periods involved, and the Company has no reason to believe that such estimates do not fairly reflect, in all material respects, the

oil and gas reserves of the Company, or the present value of future net cash flows therefrom, as of the dates indicated therein.

(uu)

No Conflicts. Neither the execution of this

Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein

and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in

a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result

in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of

any contract or other agreement to which the Company may be bound or to which any of the property or assets of the Company is subject,

except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts, breaches and defaults that

would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions of the organizational

or governing documents of the Company, or (y) in any material violation of the provisions of any statute or any order, rule or regulation

applicable to the Company or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction

over the Company.

(vv)

OFAC. Neither the Company, any of its Subsidiaries,

nor any director, officer, agent, employee, affiliate or representative of the Company or any of its Subsidiaries is a government, individual

or entity (in this paragraph (vv), “OFAC Person”) that is, or is owned or controlled by an OFAC Person that is, currently

subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),

the United Nations Security Council (“UNSC”), the European Union (“EU”), His Majesty’s Treasury

(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor located, organized

or resident in a country or territory that is the subject of Sanctions; provided however, that for the purposes of this paragraph (vv),

no OFAC Person shall be an affiliate of the Company solely by reason of owning less than a majority of any class of voting securities

of the Company. The Company will not directly or indirectly use the proceeds of the offering of the Placement Shares hereunder, or lend,

contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other OFAC Person, for the purpose of

financing the activities of any OFAC Person currently subject to any U.S. sanctions administered by OFAC. The Company represents and

covenants that, except as detailed in the Prospectus, for the past three years, the Company has not knowingly engaged in, is not now

knowingly engaged in, and will not engage in, any dealings or transactions with any OFAC Person, or in any country or territory, that

at the time of the dealing or transaction is or was the subject of Sanctions.

(ww)

Stock Transfer Taxes. On each Settlement Date,

all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of

the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing

such taxes will be or will have been fully complied with.

(xx)

Cybersecurity. (i) To the Company’s knowledge,

there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s or any of

its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (collectively,

“IT Systems and Data”) that would, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; (ii) the Company has implemented commercially reasonable controls, policies, procedures and technological safeguards designed

to maintain and protect the integrity, operation and security of its IT Systems and Data; and (iii) the Company is in compliance in all

material respects with applicable laws and contractual obligations relating to the privacy and security of IT Systems and Data, except

where the failure to so comply would not reasonably be expected to have a Material Adverse Effect.

(yy)

Oil and Gas Contracts. All contracts, agreements

and leases related to any of the oil and gas mining, mineral or leasehold properties and all contracts, agreements, instruments and leases

to which the Company or any of its Subsidiaries is a party, to the best of the Company’s knowledge, are valid and effective in

accordance with their respective terms, and to the best of the Company’s knowledge, (i) all agreements included in the oil and

gas mining, mineral or leasehold properties in the nature of oil and/or gas purchase agreements, and/or oil and/or gas sale agreements

are in full force and effect, (ii) are valid and legally binding obligations of the parties thereto, (iii) all payments due thereunder

have been made, except for those suspended for reasonable cause in the ordinary course of business; and, (iv) there is not under any

such contract, agreement or lease any existing default known to the Company by any party thereto or any event which, with notice or lapse

of time, or both, would constitute such default, other than in the case of (i), (ii), (iii) and (iv), matters which, in the aggregate,

would result in losses or damages that would result in a Material Adverse Effect.

(zz)

Natural Gas Policy Act and Natural Gas Act Compliance.

To the best of the Company’s knowledge, all material filings and approvals under the Natural Gas Policy Act of 1978, as amended,

and the Natural Gas Act, as amended, or with the Federal Energy Regulatory Commission (the "FERC") or required under

any rules or regulations adopted by the FERC which are necessary for the operation of the Company or its Subsidiaries’ businesses

in the manner in which they are presently being operated have been made and the terms of the agreements and contractual rights included

in the Company or its Subsidiaries’ businesses do not conflict with or contravene any such law, rule or regulation.

Any

certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with

this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set

forth therein.

Covenants of the Company. The Company covenants

and agrees with the Agent that:

(a)

Registration Statement Amendments. After the

date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the

Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities

Act) (the “Prospectus Delivery Period”) (i) the Company will notify the Agent promptly of the time when any subsequent

amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has

become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment

or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with

the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that,

in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by

the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability

hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and

provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making

sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement

to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless

a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agent has not objected thereto

(provided, however, that (A) the failure of the Agent to make such objection shall not relieve the Company of any obligation or liability

hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and

(B) the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent an opportunity to

object to such filing if the filing does not name the Agent or does not relate to the transaction herein provided; and provided, further,

that the only remedy the Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making

sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that upon

filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available

via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required

pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein

by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination

to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable

opinion or reasonable objections, shall be made exclusively by the Company).

(b)

Notice of Commission Stop Orders. The Company

will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the

Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the

Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose;

and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if

such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any

amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for

additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement,

the Prospectus or any Issuer Free Writing Prospectus.

(c)

Delivery of Prospectus; Subsequent Changes. During

the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as from time to

time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required

to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange

Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will

use its commercially reasonable efforts to comply with the provisions of and make all requisite filings with the Commission pursuant

to said Rule 430A and to notify the Agent promptly of all such filings. If during the Prospectus Delivery Period any event occurs as

a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state

a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during

the Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities

Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period and the Company will promptly

amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission

or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement, if in the judgment

of the Company, it is in the best interests of the Company.

(d)

Listing of Placement Shares. During the Prospectus

Delivery Period, the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on the Exchange

and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as the Agent reasonably designates and to

continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the

Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent

to service of process in any jurisdiction.

(e)

Delivery of Registration Statement and Prospectus.

The Company will furnish to the Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus

(including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus

that are filed with the Commission during the Prospectus Delivery Period (including all documents filed with the Commission during such

period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities

as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus to

each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required

to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.

(f)

Earnings Statement. The Company will make generally

available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s

current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158

of the Securities Act.

(g)

Use of Proceeds. The Company will use the Net

Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

(h)

Notice of Other Sales. Without the prior written

consent of the Agent, the Company will not, (A) directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell

or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible

into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the

date on which any Placement Notice is delivered to the Agent hereunder and ending on the second (2nd) Trading Day immediately

following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice

has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension

or termination); and (B) will not directly or indirectly in any other “at the market” or continuous equity transaction, offer

to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered

pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,

Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not be required in connection

with the Company’s issuance or sale of (i) Common Stock, restricted stock, restricted stock units, options to purchase Common Stock

or Common Stock issuable upon the exercise of options or the vesting and settlement of restricted stock units or stock awards, pursuant

to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject

to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii)

Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and

disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent, and (iii) Common Stock, or securities convertible

into or exercisable for Common Stock, offered and sold in a negotiated transaction to vendors, customers, strategic partners or potential

strategic partners, acquisition candidates or other investors conducted in a manner so as not to be integrated with the offering of Common

Stock hereby.

(i)

Change of Circumstances. The Company will, at

any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge

thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document

required to be provided to the Agent pursuant to this Agreement.

(j)

Due Diligence Cooperation. The Company will cooperate

with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated

hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular

business hours and at the Company’s principal offices, as the Agent may reasonably request.

(k)

Required Filings Relating to Placement of Placement

Shares. The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement

with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b),

a “Filing Date”) or disclose in its annual report on Form 10-K or quarterly report on Form 10-Q, within the relevant

period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company and the compensation payable by the Company

to the Agent with respect to such Placement Shares, and (ii) in the event the Company files a prospectus supplement pursuant to

Section 7(k)((i), deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were

effected as may be required by the rules or regulations of such exchange or market.

(l)

Representation Dates; Certificate. On the date

of this Agreement and within five (5) Trading Days of each time the Company:

(i)

files the Prospectus relating to the Placement Shares

or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares),

the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement

but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement

Shares;

(ii)

files an annual report on Form 10-K under the Exchange

Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);

(iii)

files a quarterly report on Form 10-Q under the Exchange

Act; or

(iv) files

a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to

Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification

of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under

the Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a

“Representation Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the

Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate, in the form attached

hereto as Exhibit 7(l) (the “Representation Date Certificate”); provided however, if no Placement Notice is

pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares,

the Company shall provide the Agent with a Representation Date Certificate. The requirement to provide a Representation Date

Certificate shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver

shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar

quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver

shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the

foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on

such waiver and did not provide the Agent with a Representation Date Certificate, then before the Company delivers the Placement

Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with a Representation Date Certificate, dated

the date of the Placement Notice.

(m)

Legal Opinion. On the date of this Agreement,

the Company shall cause to be furnished to the Agent a written opinion and negative assurance letter of Porter Hedges LLP (“Company

Counsel”), or other counsel satisfactory to the Agent, in form and substance satisfactory to the Agent and its counsel. Thereafter,

within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a Representation

Date Certificate for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter

of Company Counsel in form and substance satisfactory to the Agent and its counsel; provided however, if no placement notice is pending

at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company

shall provide the Agent with such negative assurance letter; provided, further, that in lieu of such negative assurance letter for subsequent

periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”) to the

effect that the Agent may rely on a prior negative assurance letter delivered under this Section 7(m) to the same extent as if it

were dated the date of such letter (except that statements in such prior negative assurance letter shall be deemed to relate to the Registration

Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).

(n)

Accounting Comfort Letter. (1) On the date

of this Agreement and (2) within five (5) Trading Days of each Representation Date contemplated by Section 7(l)(ii), with respect

to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable,

the Company shall cause its independent accountants to furnish the Agent letters (the “Accounting Comfort Letters”),

dated the date the Accounting Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided,

however, if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent

sells any Placement Shares, the Company shall provide the Agent with the Accounting Comfort Letter; provided, further, that if requested

by the Agent, the Company shall cause an Accounting Comfort Letter to be furnished to the Agent within ten (10) Trading Days of

the date of occurrence of any material transaction or event, including the restatement of the Company’s financial statements. The

Accounting Comfort Letter from the Company’s independent accountants shall be in a form and substance satisfactory to the Agent,

(i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the PCAOB, (ii) stating,

as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered

by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter,

the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have

been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement

and the Prospectus, as amended and supplemented to the date of such letter.

(o)

Reserve Engineer Comfort Letter. (1) On

the date of this Agreement and (2) within five (5) Trading Days of each Representation Date contemplated by Section 7(l)(ii),

the Company shall cause each of the reserve engineers providing a consent for the applicable annual

report

on Form 10-K to furnish the Agent letters (the “Reserve Engineer Comfort Letters,” together with the Accounting Comfort

Letters, the “Comfort Letters”), dated the date the Reserve Engineer Comfort Letter is delivered, confirming, as of

the date of its reserve report, that it was an independent reserve engineer for the Company and that, as of the date of such letter,

no information had come to its attention that could reasonably have been expected to cause it to withdraw its reserve report.

(p)

Principal Financial Officer’s Certificate.

(1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date contemplated by Section

7(l)(ii) and Section 7(l)(iii), in each case, as required by the Agent, the Company shall deliver to the Agent a certificate executed

by the Principal Financial Officer of the Company (“PFO Certificate”) dated as of such date, in form and substance

reasonably satisfactory to the Agent.

(q)

Market Activities. The Company will not, directly

or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute,

the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell,

bid for, or purchase Common Stock, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.

(r)

Investment Company Act. The Company will conduct

its affairs in such a manner so as to reasonably ensure that it will not become, at any time prior to the termination of this Agreement,

an “investment company,” as such term is defined in the Investment Company Act.

(s)

No Offer to Sell. Other than an Issuer Free

Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company

(including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve

or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that

constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

(t)

Sarbanes-Oxley Act. The Company will maintain

and keep accurate books and records reflecting its assets and maintain internal accounting controls in a manner designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with GAAP and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately

and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions

are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with GAAP,

(iii) that receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s

directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company will use

commercially reasonable efforts to maintain such controls and other procedures, including, without limitation, those required by Sections

302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that information required

to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and

reported, within the time periods specified in the Commission’s rules and forms, including, without limitation, controls and procedures

designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange

Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial

officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to ensure

that material information relating to the Company is made known to it by others within the Company, particularly during the period in

which such periodic reports are being prepared.

Payment of Expenses. The Company will pay all

expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, filing, including any

fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally

filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary, (ii) the printing and delivery

to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance

or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement

Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable

upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants

and other advisors to the Company, (v) the reasonable and documented out-of-pocket expenses of the Agent, including fees and disbursements

of counsel to the Agent, up to $45,000 (which amount shall include all fees and disbursements of such counsel described in clause (ix)

below), unless otherwise pre-approved by the Company, and quarterly disbursements of counsel to the Agent up to $7,500 per calendar quarter,

(vi) the printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus (defined below) and the Prospectus

and any amendments or supplements thereto in such number as the Agent shall deem necessary, (vii) the preparation, printing and

delivery to the Agent of copies of the blue sky survey any supplements thereto, in such number as the Agent shall deem necessary, (viii) the

fees and expenses of the transfer agent and registrar for the Common Stock, (ix) the fees and expenses incident to any review by

FINRA of the terms of the sale of the Placement Shares, including fees and expenses of counsel to the Agent, and (x) the fees and

expenses incurred in connection with the listing of the Placement Shares on the Exchange.

Conditions to Obligations of the Agent. The obligations

of the Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations

and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the

Agent of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent

in its sole discretion) of the following additional conditions:

(a)

Registration Statement Effective. The Registration

Statement shall have become effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement

Notice.

(b)

No Material Notices. None of the following

events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission

or any other federal or state governmental authority during the period of effectiveness

of the Registration Statement, the response to

which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance

by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration

Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to

the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the

initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement

made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference

untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus or documents

so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case

of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c)

No Misstatement or Material Omission. The

Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains

an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits to state a fact that in the Agent’s

opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(d)

Material Changes. Except as contemplated in the

Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect,

on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect, or any development that could

reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s

securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it

has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect

of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving

the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed

with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

(e)

Legal Opinion. The Agent shall have received

the opinions of Company Counsel required to be delivered pursuant Section 7(m) on or before the date on which such delivery of such

opinion is required pursuant to Section 7(m).

(f)

Comfort Letters. The Agent shall have received

the Comfort Letters required to be delivered pursuant Section 7(n) and Section 7(o) on or before the date on which such delivery

of such Comfort Letters are required pursuant to Section 7(n) and Section 7(o), respectively.

(g)

PFO Certificate. The Agent shall have received

the PFO Certificate required to be delivered pursuant Section 7(p) on or before the date on which such delivery of such PFO Certificate

is required pursuant to Section 7(p).

(h)

Representation Certificate. The Agent shall have

received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate

is required pursuant to Section 7(l).

(i)

Secretary’s Certificate. On the date of

this Agreement, the Agent shall have received a certificate, signed on behalf of the Company by its corporate Secretary, in form and

substance satisfactory to the Agent and counsel to the Agent.

(j)

No Suspension. Trading in the Common Stock

shall not have been suspended on the Exchange, and the Common Stock shall not have been delisted from the Exchange.

(k)

Other Materials. On each date on which the Company

is required to deliver a certificate pursuant to Section 7(l), the Company shall have furnished to the Agent such appropriate further

information, certificates and documents as the Agent may reasonably request. All such opinions, certificates, letters and other documents

will be in compliance with the provisions hereof. The Company will furnish the Agent with such conformed copies of such opinions, certificates,

letters and other documents as the Agent shall reasonably request.

(l)

Securities Act Filings Made. All filings with

the Commission required by Rule 424 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder

shall have been made within the applicable time period prescribed for such filing by Rule 424.

(m)

Approval for Listing. The Placement Shares shall

either have been approved for listing quotation on the Exchange, subject only to notice of issuance, or the Company shall have filed

an application for listing quotation of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice.

(n)

No Termination Event. There shall not have

occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).

10.

Indemnification and Contribution.

(a)

Company Indemnification. The Company agrees to

indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each Person, if any, who

controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

(i)

against any and all loss, liability, claim, damage and

expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a

material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any

untrue

statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or

any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)

against any and all loss, liability, claim, damage and

expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any

investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such

untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 10(d) below) any

such settlement is effected with the written consent of the Agent, which consent shall not unreasonably be delayed or withheld; and

(iii)

against any and all expense whatsoever, as incurred

(including the fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation,

or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any

such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid

under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability,

claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely

in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration

Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement

thereto).

(b)

Agent Indemnification. The Agent agrees to indemnify

and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each Person,

if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and

expense described in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions,

or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment

or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing

by the Agent expressly for use therein.

(c)

Procedure. Any party that proposes to assert

the right to be indemnified under this Section 10 will, promptly after receipt of notice of commencement of any action against such

party in respect of which a claim is to be made against an indemnifying party or parties under this Section 10, notify each such

indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying

party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than

under this Section 10 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this

Section 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the

indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement,

the indemnifying party will be entitled to participate in and, to the extent that it

elects by delivering written notice to the indemnified

party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying

party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after

notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be

liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation

subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its

own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party

unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the

indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other

indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential

conflict exists (based on written advice of counsel to the indemnified party) between the indemnified party and the indemnifying party

(in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party)

or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after

receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel

will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection

with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges

of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All

such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives

a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event,

be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the

prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened

claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified party is a party

thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party from all

liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission

of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)

Contribution. In order to provide for just and

equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Section 10

is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Agent, the Company and

the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other

expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted,

but after deducting any contribution received by the Company from Persons other than the Agent, such as Persons who control the Company

within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of the Company,

who also may be liable for contribution) to which the Company and the Agent may be subject in such proportion as shall be appropriate

to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative benefits received

by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total net proceeds

from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by

the Agent (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided

by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate

to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one

hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense

or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative

fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission

or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and

their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the

Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(d) were to be determined by pro

rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.

The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect

thereof, referred to above in this Section 10(d) shall be deemed to include, for the purpose of this Section 10(d), any legal

or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim

to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(d), the Agent

shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no Person found guilty

of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from

any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(d), any Person who controls

a party to this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of the

Agent, will have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement

will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,

promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be

made under this Section 10(d), will notify any such party or parties from whom contribution may be sought, but the omission to so

notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under

this Section 10(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights

or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c)

hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent

is required pursuant to Section 10(c) hereof.

11.

Additional Covenants.

(a)

Representations and Covenants of the Agent. The

Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes

and regulations of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt

from registration or such registration is not

otherwise required. The Agent shall continue, for the term of this Agreement, to be duly

registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement

Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise

required, during the term of this Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions

contemplated by this Agreement, including the issuance and sale through the Agent of the Placement Shares.

(b)

Representations and Agreements to Survive Delivery.

The indemnity and contribution agreements contained in Section 10 of this Agreement and all representations and warranties of the

Company and its Subsidiaries herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless

of (i) any investigation made by or on behalf of the Agent, any controlling Persons, or the Company (or any of their respective

officers, directors or controlling Persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any

termination of this Agreement.

12.

Termination.

(a)

The Agent may terminate this Agreement, by notice to

the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since

the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that is reasonably likely

to have a Material Adverse Effect or, in the sole judgment of the Agent, is material and adverse and makes it impractical or inadvisable

to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any Material

Adverse Effect in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation

thereof or other calamity or crisis or any change or development involving a prospective change in national or international political,

financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable

or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the

Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended

or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of

the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of

securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium

has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any

other party except that the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification), Section 11 (Additional

Covenants), Section 17 (Governing Law and Time; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall

remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this

Section 12(a), the Agent shall provide the required notice as specified in Section 13 (Notices).

(b)

The Company shall have the right, by giving five (5)

days’ written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time after the date of

this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8,

Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such

termination.

(c)

The Agent shall have the right, by giving five (5) days’

written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time after the date of this Agreement.

Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10,

Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination.

(d)

Unless earlier terminated pursuant to this Section 12,

this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms

and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17

and Section 18 hereof shall remain in full force and effect notwithstanding such termination.

(e)

This Agreement shall remain in full force and effect

unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided,

however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10,

Section 11, Section 17 and Section 18 shall remain in full force and effect.

(f)

Any termination of this Agreement shall be effective

on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close

of business on the date of receipt of such notice by the Agent or the Company, as the case may be. If such termination shall occur prior

to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this

Agreement.

(g)

Subject to the additional limitations set forth in Section 8

of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled

only to reimbursement of its out-of-pocket expenses actually incurred.

13.

Notices. All notices or other communications

required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless

otherwise specified, and if sent to the Agent, shall be delivered to:

Roth

Capital Partners, LLC

888

San Clemente

Newport

Beach, CA 92660

Attention:

Managing Director

E-mail:

***

and

Reed

Smith LLP

1221

McKinney Street, Suite 2100

Houston,

Texas 77010

Attention:

Anne G. Peetz

E-mail:

***

and

if to the Company, shall be delivered to:

Empire

Petroleum Corporation

2200

S. Utica Place, Suite 150

Tulsa,

Oklahoma 74114

Attention:

Michael R. Morrisett

E-mail:

***

with

a copy to:

Porter

Hedges LLP

1000

Main Street, 35th Floor

Houston,

Texas 77002

Attention:

Kevin Poli

E-mail:

***

Each

party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address

for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile

transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a

Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized

overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return

receipt requested, postage prepaid).

electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 13

if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received

at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic

Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)

which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

14.

Successors and Assigns. This Agreement shall

inure to the benefit of and be binding upon the Company and the Agent and their respective successors and the affiliates, controlling

Persons, officers and directors referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall

be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to

confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations

or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights

or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign

its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.

15.

Adjustments for Stock Splits. The parties acknowledge

and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend

or similar event effected with respect to the Placement Shares.

16.

Entire Agreement; Amendment; Severability. This

Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire

agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto

with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument

executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof

in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall

be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms

and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but

only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with

the intent of the parties as reflected in this Agreement.

17.

GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES

OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR THE TRANSACTIONS CONTEMPLATED HEREBY.

18.

CONSENT TO JURISDICTION. EACH PARTY HEREBY

IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,

FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES,

AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH

COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING

IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT,

ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS

IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS

AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY

LAW.

19.

Use of Information. The Agent may not use any

information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence, to

advise any party with respect to transactions not expressly approved by the Company.

20.

Counterparts. This Agreement may be executed

in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Delivery of an executed Agreement by one party to the other may be made by facsimile transmission or by email delivery of an executed

agreement as an attachment in .pdf format.

21.

Effect of Headings. The section and Exhibit headings

herein are for convenience only and shall not affect the construction hereof.

22.

Permitted Free Writing Prospectuses.

The

Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, and the Agent represents, warrants and

agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Placement

Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,”

as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or

by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company

represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer

free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433

applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record

keeping.

23.

Absence of Fiduciary Relationship.

The

Company acknowledges and agrees that:

(a)

The Agent is acting solely as agent in connection with

the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading

to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders

(or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or

will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised

or is advising the Company on other matters, and the Agent has no obligation to the Company with respect to the transactions contemplated

by this Agreement except the obligations expressly set forth in this Agreement;

(b)

it is capable of evaluating and understanding, and understands

and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;

(c)

the Agent has not provided any legal, accounting, regulatory

or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory

and tax advisors to the extent it has deemed appropriate;

(d)

it is aware that the Agent and its affiliates are engaged

in a broad range of transactions which may involve interests that differ from those of the Company and the Agent has no obligation to

disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and

(e)

it waives, to the fullest extent permitted by law, any

claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of

Placement Shares under this Agreement and agrees that the Agent shall not have any liability (whether direct or indirect, in contract,

tort or otherwise) to it in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on its behalf or

in right of it or the Company, employees or creditors of Company, other than in respect of the Agent’s obligations under this Agreement

and to keep information provided by the Company to the Agent and the counsel to the Agent confidential to the extent not otherwise publicly-available.

24.

Definitions.

used in this Agreement, the following terms have the respective meanings set forth below:

“Applicable

Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement,

and (iii) each Settlement Date.

“Business

Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

“Issuer

Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the

Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that

is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission,

or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of

the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if

not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.

“knowledge”

means the actual knowledge of any director, officer or other employee of the Company responsible for the relevant matter and the knowledge

that would have been obtained by such persons after reasonable inquiry and investigation, and all such knowledge (actual and constructive)

shall be imputed to the Company.

“Rule

172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”

“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.

“Trading

Day” means any day on which shares of Common Stock are purchased and sold on the Exchange.

All

references in this Agreement to financial statements and schedules and other information that is “contained,” “included”

or “stated” in the Registration Statement or the

Prospectus (and all other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration

Statement or the Prospectus, as the case may be.

All

references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall

be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing

Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)

shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”

to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection

with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.

the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below

for that purpose, whereupon this Agreement shall constitute a binding agreement between the Company and the Agent.

Very

truly yours,

EMPIRE

PETROLEUM CORPORATION

By:

/s/ Michael R. Morrisett

Name: Michael

R. Morrisett

Title: President

and Chief Executive Officer

ACCEPTED

as of the date first-above written:

ROTH

CAPITAL PARTNERS, LLC

By:

/s/ Alexander Montano

Name: Alexander Montano

Title: Managing

Director, Head of Energy Investment Banking

SCHEDULE

________________________

FORM

OF PLACEMENT NOTICE

__________________________

From:

EMPIRE PETROLEUM CORPORATION

To:

ROTH CAPITAL PARTNERS, LLC

Attention:

energy@roth.com

rothecm@roth.com

atmdesk@roth.com

Subject:

Placement Notice

Date:

Gentlemen:

Pursuant

to the terms and subject to the conditions contained in the Sales Agreement between, Empire Petroleum Corporation (the “Company”),

and Roth Capital Partners, LLC (the “Agent”), dated May 1, 2026, the Company hereby requests that the Agent sell up to ____________

of the Company’s Common Stock, $0.001 par value per share, at a minimum market price of $_______ per share, during the time period

beginning [month, day, time] and ending [month, day, time].

SCHEDULE

__________________________

Compensation

__________________________

The

Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the

gross proceeds from each sale of Placement Shares.

SCHEDULE

__________________________

Notice

Parties

__________________________

The

Company

Empire

Petroleum Corporation

Michael

R. Morrisett            mike@empirepetrocorp.com

Matthew

Watson                   mwatson@empirepetrocorp.com

The

Agent

Roth

Capital Partners, LLC

Lou

Ellis                                  LEllis@roth.com

Nazan

Akdeniz                      NAkdeniz@roth.com

With

a copy to RothECM@roth.com

EXHIBIT

7(l)

Form

of Representation Date Certificate

____________________,

20__

This

Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(l) of the Sales

Agreement (the “Agreement”), dated May 1, 2026, and entered into between Empire Petroleum Corporation (the “Company”)

and Roth Capital Partners, LLC. All capitalized terms used but not defined herein shall have the meanings given to such terms in the

Agreement.

The

undersigned, a duly appointed and authorized officer of the Company, having made all necessary inquiries to establish the accuracy of

the statements below and having been authorized by the Company to execute this certificate, hereby certifies as follows:

1. As of the date

of this Certificate, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material

fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither the Registration

Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii)

no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein

not untrue or misleading.

2. Each of the representations

and warranties of the Company and its Subsidiaries contained in the Agreement were, when originally made, and are, as of the date of

this Certificate, true and correct in all material respects.

3. Each of the covenants

required to be performed by the Company in the Agreement on or prior to the date of the Agreement, this Representation Date, and each

such other date as set forth in the Agreement, has been duly, timely and fully performed in all material respects and each condition

required to be complied with by the Company on or prior to the date of the Agreement, this Representation Date, and each such other date

as set forth in the Agreement or in any applicable waiver has been duly, timely and fully complied with in all material respects.

4. Subsequent to the

date of the most recent financial statements in the Prospectus, there has been no Material Adverse Effect.

5. No stop order suspending

the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for that purpose have been

instituted or are pending or threatened by any securities or other governmental authority (including, without limitation, the Commission).

The

undersigned has executed this Representation Date Certificate as of the date first written above.

EMPIRE

PETROLEUM CORPORATION

By:_________________________________

Name:

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