EXHIBIT
10.2


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY
STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS (I) THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES ACT, OR
(II) THE COMPANY SHALL HAVE BEEN FURNISHED AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER ANY OF SUCH ACTS.


No.
___________


EMPIRE
PETROLEUM CORPORATION


COMMON
SHARE WARRANT CERTIFICATE


Warrant
to Purchase ________ Common Shares


Expiring
December 31, 2022


THIS
CERTIFIES THAT _____________(the "Warrant Holder"), in consideration for entering into that certain Securities Purchase
Agreement dated as of February __, 2021 ("Purchase Agreement"), by and between the Warrant Holder and Empire Petroleum
Corporation, a Delaware corporation (the "Company"), at any time following the date hereof, on any Business Day on or
prior to 5:00 p.m., Pacific Time, on the Expiration Date (as defined in Section 1 below), is entitled to subscribe for and purchase
from the Company, up to _______ Common Shares (as defined in Section 1 below) at a price per Common Share equal to the Exercise
Price (as defined in Section 1 below); provided, however, that the number of Common Shares issuable upon any exercise of this
Warrant (as defined in Section 1 below) shall be adjusted and readjusted from time to time in accordance with Section 4 below.


1.
Certain Definitions.


The
following terms, as used herein, have the following meanings:


"Affiliate"
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with such Person.


"Business
Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law
to close.


"Commission"
means the Securities and Exchange Commission.


"Common
Share(s)" means the Company's currently authorized class of Common Stock, par value $0.001.


"Exchange
Act" means the Securities Exchange Act of 1934, as amended, or any successor Federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange
Act shall include a reference to the comparable section, if any, of any such successor Federal statute.


"Exercise
Price" means $0.50 with respect to up to __________Warrant Shares.


"Person"
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof.


"Securities
Act" means the Securities Act of 1933, as amended, or any successor Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act
shall include a reference to the comparable section, if any, of any such successor Federal statute.


"Warrant"
means the rights granted to the Warrant Holder pursuant to this Warrant Certificate.


"Warrant
Certificate" means this Common Share Warrant Certificate.


 






     


     


    

 


"Warrant
Share(s)" means the _________ Common Shares issued or issuable upon exercise of this Warrant, as adjusted from time to time
pursuant to Section 4.


2.
Vesting and Exercise.


2.1
Vesting. The Warrant and the Warrant Shares shall immediately vest upon the execution of this Warrant Certificate.


2.2
Exercise of Warrant.


(a)
The Warrant Holder may exercise this Warrant by delivering to the Company a duly executed notice (a "Notice of Exercise")
in the form of Annex A attached hereto, at the election of the Warrant Holder, in which the Warrant Holder shall receive from
the Company the number of Warrant Shares as to which this Warrant is being exercised and shall pay to the Company the Exercise
Price for each such Warrant Share by check payable to the order of the Company in an amount equal to the product of: (a) the Exercise
Price times (b) the number of Warrant Shares as to which the Warrant is being exercised.


(b)
As soon as practicable, but not later than five (5) Business Days after the Company shall have received such Notice of Exercise
and payment, the Company shall execute and deliver or cause to be executed and delivered, in accordance with such Notice of Exercise,
a certificate or certificates representing the number of Common Shares specified in such Notice of Exercise, issued in the name
of the Warrant Holder. This Warrant shall be deemed to have been exercised and such share certificate or certificates shall be
deemed to have been issued, and such Warrant Holder shall be deemed for all purposes to have become a holder of record of Common
Shares, as of the date that such Notice of Exercise and payment shall have been received by the Company.


(c)
The Warrant Holder shall surrender this Warrant Certificate to the Company when it delivers the Notice of Exercise, and in the
event of a partial exercise of the Warrant, the Company shall execute and deliver to the Warrant Holder, at the time the Company
delivers the share certificate or certificates issued pursuant to such Notice of Exercise, a new Warrant Certificate for the unexercised
portion of this Warrant Certificate, but in all other respects identical to this Warrant Certificate.


(d)
The Company shall pay all expenses, taxes and other charges payable in connection with the preparation, issuance and delivery
of certificates for the Warrant Shares and a new Warrant Certificate, if any, except that if the certificates for the Warrant
Shares or the new Warrant Certificate, if any, are to be registered in a name or names other than the name of the Warrant Holder,
funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Warrant Holder at the time
of its delivery of the Notice of Exercise or promptly upon receipt of a written request by the Company for payment.


(e)
No fractional Common Shares will be issued in connection with any exercise of the Warrant, and any fractional Common Share (resulting
from any adjustment pursuant to Section 4 or otherwise) in the aggregate number of Common Shares being purchased upon any exercise
of the Warrant shall be eliminated.


2.3
Early Expiration.


(a)
In the event that the closing price of the Company’s Common Shares are listed on an exchange registered as a national securities
exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f) and exceeds $0.75 for any period of 20 consecutive
trading days, the Warrant shall expire with respect to such Warrant Shares on the 90th day thereafter (each, an “Early Expiration
Date”); provided, however, that the Company must give prior written notice to the Warrant Holder not less than 30 days prior
to any Early Expiration Date for such Early Expiration Date to be applicable to the Warrant Holder; and, provided further, that
the Warrant Holder shall remain entitled to exercise this Warrant with respect to such Warrant Shares at any time up to and including
the Business Day immediately preceding the applicable Early Expiration Date.


(b)
In the event that the Warrant Holder fails to exercise any portion of the Warrant subject to expiration in accordance with Section
2.3(a) above prior to any Early Expiration Date, all rights of the Warrant Holder under this Warrant Certificate with respect
to such Warrant Shares shall cease and this Warrant shall no longer be deemed to be outstanding with respect to such Warrant Shares.


3.
Validity of Warrant and Issuance of Common Shares.


The
Company represents and warrants that this Warrant has been duly authorized and is validly issued. The Company further represents
and warrants that on the date hereof it has duly authorized and reserved, and the Company hereby agrees that it will at all times
until the Expiration Date have duly authorized and reserved, such number of Common Shares as will be sufficient to permit the
exercise in full of the Warrant, and that all such Common Shares are and will be duly authorized and, when issued upon exercise
of the Warrant, will be validly issued, fully paid and nonassessable, and free and clear of all security interests, claims, liens,
equities and other encumbrances.











     


     


    




4.
Adjustment Provisions.


The
number of Warrant Shares that may be purchased upon any exercise of the Warrant, shall be subject to change or adjustment as follows:


4.1
Common Share Reorganization. If the Company shall subdivide its outstanding Common Shares into a greater number of shares, by
way of share split, share dividend or otherwise, or consolidate its outstanding Common Shares into a smaller number of shares
(any such event being herein called a "Common Share Reorganization"), then (a) the definition of Exercise Price shall
be adjusted, effective immediately after the effective date of such Common Share Reorganization, so that each amount contained
in the definition of the Exercise Price is equal to such amount multiplied by a fraction, the numerator of which shall be the
number of Common Shares outstanding on such effective date before giving effect to such Common Share Reorganization and the denominator
of which shall be the number of Common Shares outstanding after giving effect to such Common Shares Reorganization, and (b) the
number of Common Shares subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number
determined by multiplying the number of Common Shares subject to purchase immediately before such Common Share Reorganization
by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Share Reorganization
and the denominator of which shall be the number of Common Shares outstanding immediately before giving effect to such Common
Share Reorganization.


4.2
Capital Reorganization. If there shall be any consolidation or merger to which the Company is a party, other than a consolidation
or a merger of which the Company is the continuing corporation and that does not result in any reclassification of, or change
(other than a Common Share Reorganization) in, outstanding Common Shares, or any sale or conveyance of the property of the Company
as an entirety or substantially as an entirety, or any recapitalization of the Company (any such event being called a "Capital
Reorganization"), then, effective upon the effective date of such Capital Reorganization, the Warrant Holder shall no longer
have the right to purchase Common Shares, but shall have instead the right to purchase, upon exercise of this Warrant, the kind
and amount of Common Shares and other securities and property (including cash) which the Warrant Holder would have owned or have
been entitled to receive pursuant to such Capital Reorganization, if the Warrant had been exercised immediately prior to the effective
date of such Capital Reorganization.


4.3
Adjustment Rules.


(a)
Any adjustments pursuant to this Section 4 shall be made successively whenever any event referred to herein shall occur, except
that, notwithstanding any other provision of this Section 4, no adjustment shall be made to the number of Warrant Shares to be
delivered to the Warrant Holder (or to the Exercise Price) if such adjustment represents less than one-percent (1%) of the number
of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount
to one-percent (1%) or more of the number of Warrant Shares to be so delivered.


(b)
If the Company shall take a record of the holders of its Common Shares for any purpose referred to in this Section 4, then (i)
such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (ii) if the Company
shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this

Section 4 in respect of such action.


(c)
As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 4, the Company
shall take any action which may be necessary, including obtaining regulatory approvals or exemptions, in order that the Company
may thereafter validly and legally issue as fully paid and nonassessable all Common Shares which the Warrant Holder is entitled
to receive upon exercise of this Warrant.


5.
Transfer of Warrant.


5.1
No Transfer Without the Consent of the Company. This Warrant is personal to the Warrant Holder and this Warrant Certificate and
the rights of the Warrant Holder hereunder may not be sold, assigned, transferred or conveyed, in whole or in part, except with
the prior written consent of the Company.


5.2
Permitted Transfers. Upon transfer of the Warrant permitted under Section 5.1 above, the Warrant Holder must deliver to the
Company a duly executed Warrant Assignment in the form of Annex B, attached hereto, with funds sufficient to pay any transfer
tax imposed in connection with such assignment. Upon surrender of this Warrant to the Company, the Company shall execute and
deliver a new Warrant in the form of this Warrant, with appropriate changes to reflect such assignment, in the name or names
of the assignee or assignees specified in the fully executed Warrant Assignment or other instrument of assignment and, if the
Warrant Holder's entire interest is not being transferred or assigned, in the name of the Warrant Holder, and this Warrant
shall promptly be canceled. In connection with any transfer or exchange of this Warrant permitted hereunder, the transferring
Warrant Holder shall pay all costs and expenses relating thereto, including, without limitation, all transfer taxes, if any,
and all reasonable expenses incurred by the Company (including legal fees and expenses). Any new Warrant issued shall be
dated the date hereof. The terms "Warrant" and "Warrant Holder" as used herein include all Warrants into
which this Warrant (or any successor Warrant) may be exchanged or issued in connection with the permitted transfer or
assignment of this Warrant, any successor Warrant and the holders of those Warrants, respectively.






     


     


    

 6.
Lost Mutilated or Missing Warrant Certificates.


Upon
receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant Certificate
and, in the case of loss, theft or destruction, upon receipt of indemnification satisfactory to the Company, or, in the case of
mutilation, upon surrender and cancellation of the mutilated Warrant Certificate, the Company shall execute and deliver a new
Warrant Certificate of like tenor and representing the right to purchase the same aggregate number of Warrant Shares. The recipient
of any such Warrant Certificate shall reimburse the Company for all reasonable expenses incidental to the replacement of such
lost, mutilated or missing Warrant Certificate.


7.
Miscellaneous.


7.1
Successors and Assigns. All the provisions of this Warrant Certificate by or for the benefit of the Company or the Warrant Holder
shall bind and inure to the benefit of their respective successors and permitted assigns.


7.2
Notices. All notices, requests, demands and other communications hereunder shall be given in accordance with the terms of the
Purchase Agreement.


7.3
Waivers; Amendments. Any provision of this Warrant Certificate may be amended or modified with (but only with) the written consent
of the Company and the Warrant Holder. Any amendment, modification or waiver effected in compliance with this Section 7.3 shall
be binding upon the Company and the Warrant Holder. No failure or delay of the Company or the Warrant Holder in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereon
or the exercise of any other right or power. The rights and remedies of the Company and the Warrant Holder hereunder are cumulative
and not exclusive of any rights or remedies which each would otherwise have.

7.4 No Rights as a Shareholder. The Warrant shall not entitle the Warrant Holder, prior to the exercise of the Warrant, to any
rights as a holder of shares of the Company.


7.5
Separability. In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected
or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


7.6
Governing Law. This Warrant shall be construed and enforced in accordance with the laws of the State of Oklahoma without regard
to principles of conflicts of law, except as otherwise required by mandatory provisions of law.


7.7
Section Headings. The section headings used herein are for convenience of reference only and shall not be construed in any way
to affect the interpretation of any Provisions of the Warrant.


IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed and attested by its Chief Executive Officer,
all as of the day and year first above written.


 


EMPIRE
PETROLEUM CORPORATION


 


By:
__________________________________________

Thomas W. Pritchard, Chief Executive Officer


 


By:
__________________________________________

Michael R. Morrisett, President


 






     


     


    

 


ANNEX
A


Form
of Notice of Exercise


Date:
__________


To:
Empire Petroleum Corporation


Reference
is made to the Common Share Purchase Warrant dated ____________ issued to the undersigned by Empire Petroleum Corporation. Terms
defined therein are used herein as therein defined.


The
undersigned, pursuant to the provisions set forth in the Warrant Certificate, hereby irrevocably elects and agrees to purchase
the number of Common Shares at the Exercise Price(s) set forth below, and makes payment herewith by check payable to the order
of the Company in an amount equal to $________.


 





	Number
of Warrant Shares	 	Applicable Exercise Price
	 	 

                                     
	 



 


 





If
said number of shares is less than all of the shares purchasable hereunder, the undersigned hereby requests that a new Warrant
Certificate representing the remaining balance of the Warrant Shares be issued to me.


The
undersigned hereby represents that it is exercising the Warrant for its own account for investment purposes and not with the view
to any sale or distribution and that the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or any underlying
Warrant Shares in violation of applicable securities laws.


By:________________________________________
Name:________________________________________ Title:_______________________________________


 


 


 


 


 






     


     


    

 


ANNEX
B


Form
of Warrant Assignment


Reference
is made to the Common Share Purchase Warrant dated __________, issued to the undersigned by Empire Petroleum Corporation. Terms
defined therein are used herein as therein defined.


FOR
VALUE RECEIVED __________________ (the "Assignor") hereby sells, assigns and transfers all of the rights of the Assignor
as set forth in the Warrant Certificate with respect to the number of Warrant Shares covered thereby as set forth below, to the
Assignee(s) as set forth below:


 





	Name
of Assignee	 	Address	 	Number of Applicable

                           Warrant
Shares
	 	Exercise Price of

                           Warrant Shares

	 

                                                
	 	 	 	 	 	 



 





All
notices to be given by the Company to the Assignor as Warrant Holder shall be sent to the Assignee(s) at the above listed address(es),
and, if the number of Warrant Shares being hereby assigned is less than all of the Warrant Shares covered by the Warrant Certificate
held by the Assignor, then also to the Assignor.


In
accordance with Section 5 of the Warrant Certificate, the Assignor requests that the Company execute and deliver a new Warrant
Certificate or Warrant Certificates in the name or names of the Assignee or Assignees, as is appropriate, or, if the number of
Warrant Shares being hereby assigned is less than all of the Warrant Shares covered by the Warrant held by the Assignor, new Warrant
Certificates in the name or names of the Assignee or the Assignees, as is appropriate, and in the name of the Assignor.


The
undersigned represents that the Assignee has represented to the Assignor that the Assignee or each Assignee, as is appropriate,
is acquiring the Warrant for its own account or the account of an Affiliate for investment purposes and not with the view to sell
or distribute, and that the Assignee or each Assignee, as is appropriate, will not offer, sell or otherwise dispose of the Warrant
or the Warrant Shares except under circumstances as will not result in a violation of applicable securities laws.


Dated:__________


By:__________________________________________
Name:________________________________________ Title:_______________________________________