EXHIBIT
10.1


SECURITIES
PURCHASE AGREEMENT





 


2200
South Utica Place


Suite
150


Tulsa,
Oklahoma 74114


(539)
444-8002 


 


February
__, 2021


 


 


	TO:		____________________
	 	 	________________
	 	 	________________






 


The
undersigned, Empire Petroleum Corporation, a Delaware corporation (the “Company”), hereby agrees with you as follows,
effective as of the date above written:


 


	1.		Authorization
and Sale of the Securities.



 


1.1       
   Authorization. The Company represents that it has authorized the issuance to you pursuant to the terms and conditions
hereof of:


		(a)	_________
                                         shares of its common stock, par value $0.001 per share (the “Common Stock”);
                                         and



 


		(b)	a
                                         warrant (the “Warrant”) to purchase ________ shares of the Company’s
                                         Common Stock (“Warrant Shares”) in accordance with the terms set forth in
                                         the form of the Common Share Warrant Certificate attached hereto as Exhibit A; each Warrant
                                         entitles the Warrant Holder to purchase Common Stock at $0.50 per share until December
                                         31, 2022. The Warrants are callable as described in Exhibit A.



 


The
shares of Common Stock and Warrant to be purchased pursuant to the terms of this Agreement are collectively referred to herein
as the “Securities”.


 


1.2           Sale.
Subject to the terms and conditions hereof, on the Purchase Date (as defined Section 2 below), the Company shall issue and sell
to you and you shall purchase from the Company, the Securities for an aggregate purchase price of $_______ (the “Purchase
Price”).


 


 


 



     


     


    




 


	2.		Payment
of Purchase Price; Delivery.






Upon
the execution of this Agreement, you shall deliver to the Company wire funds or a check payable to the Company in the amount of
the Purchase Price. Upon receipt of the Purchase Price from you (the “Purchase Date”), the Company shall promptly issue
and deliver to you the Securities. 


 


Bank
of Oklahoma


One
Williams Center


Tulsa,
Oklahoma 74172


(918)
588-6435


 


Routing
Number: 103900036


FBO:
Empire Petroleum Corporation


Account
Number: 209976221


2200
South Utica Place, Suite 150


Tulsa,
Oklahoma 74114


 


	3.		Representations
and Warranties of the Company.






The
Company hereby represents and warrants to you as follows:


 


3.1          Organization
and Standing; Articles and Bylaws. The Company is a corporation duly organized and existing under, and by virtue of, the laws
of the State of Delaware and is in good standing under such laws. The Company is qualified, licensed or domesticated as a foreign
corporation in all jurisdictions where the nature of its business conducted or the character of its properties owned or leased
makes such qualification, licensing or domestication necessary at this time except in those jurisdictions where the failure to
be so qualified or licensed and in good standing does not and will not have a materially adverse effect on the Company, the conduct
of its business or the ownership or operation of its properties. The Company’s Certificate of Incorporation, as amended,
and Bylaws, which have been filed as attachments to the Company reports it files with Securities and Exchange Commission, are
true, correct and complete, and contain all amendments through the date of this Agreement (the “SEC”).


 


3.2          Corporate
Power. The Company has the requisite corporate power to own and operate its properties and assets, and to carry on its business
as presently conducted and as proposed to be conducted. The Company has now, and will have at the Purchase Date, all requisite
legal and corporate power to enter into this Agreement, to sell the Securities hereunder, and to carry out and perform its obligations
under the terms of this Agreement.


 


3.3          Capitalization.
The authorized capital stock of the Company consists of 150,000,000 shares of common stock, par value $0.001 per share. There
are issued and outstanding approximately 24,892,277 shares of common stock. The issued and outstanding shares of common stock
are fully paid and nonassessable. Except as disclosed in the Disclosure Materials (as defined in Section 4.1 below), there
are no outstanding options, warrants or other rights, including preemptive rights, entitling the holder thereof to purchase or
acquire shares of common stock of the Company.


 



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3.4          Authorization.


 


(a)       All
corporate action on the part of the Company, its officers, directors and shareholders necessary for the sale and issuance of the
Common Stock pursuant hereto and the performance of the Company’s obligations hereunder has been taken or will be taken
prior to the Purchase Date. This Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general
application affecting enforcement of creditors’ rights, and except as limited by application of legal principles affecting
the availability of equitable remedies.


 


(b)       The
Securities, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable,
and will be free of any liens or encumbrances; provided, however, that such Securities and the Warrant Shares will be subject
to restrictions on transfer under state and/or Federal securities laws, and as may be required by future changes in such laws.


 


(c)       No
shareholder of the Company has any right of first refusal or any preemptive rights in connection with the issuance of the Securities
or of any other capital stock of the Company.


 


3.5          Compliance
with Instruments. The Company is not in violation of any terms of its Certificate of Incorporation, as amended, or Bylaws,
or, to the knowledge of the Company, any judgment, decree or order applicable to it. The execution, delivery and performance by
the Company of this Agreement, and the issuance and sale of the Securities pursuant hereto, will not result in any such violation
or be in conflict with or constitute a default under any such term, or cause the acceleration of maturity of any loan or material
obligation to which the Company is a party or by which it is bound or with respect to which it is an obligor or guarantor, or
result in the creation or imposition of any material lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever
upon, or, to the knowledge of the Company, give to any other person any interest or right (including any right of termination
or cancellation) in or with respect to any of the material properties, assets, business or agreements of the Company.


 


3.6          Litigation,
etc. There are no actions, proceedings or, to the knowledge of the Company, investigations pending which might result in any
material adverse change in the business, prospects, conditions, affairs or operations of the Company or in any of its properties
or assets, or in any impairment of the right or ability of the Company to carry on its business as proposed to be conducted, or
in any material liability on the part of the Company, or which question the validity of this Agreement or any action taken or
to be taken in connection herewith.


 


3.7          Governmental
Consent, etc. Except as may be required in connection with any filings required under the Federal securities laws and/or the
securities laws of any state due to the offer and sale of the Securities pursuant to this Agreement, no consent, approval or authorization
of, or designation, declaration or filing with, any governmental unit is required on the part of the Company in connection with
the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Securities or the consummation of any
other transaction contemplated hereby.


 



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3.8          Securities
Registration and Filings. The outstanding shares of the Company’s Securities are registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has filed all reports required
by Section 13 or 15(d) of the Exchange Act during the last two fiscal years. All of such reports were, at the time they were filed,
complete and accurate in all material respects and did not include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not
misleading.


 


	4.		Representations
and Warranties of Purchaser and Restrictions on Transfer Imposed by the Securities Act.






4.1          Representations
and Warranties by Purchaser. You represent and warrant to the Company as follows:


 


(a)       You
have reviewed the following copies of the Company’s (all of which is collectively referred to as the “Disclosure Materials”):


 


		(i)	Current
                                         Report on Form 8-K/A filed on January 6, 2021 located at 



https://www.sec.gov/Archives/edgar/data/887396/000107261321000008/emp_8k-18455.htm


 


		(ii)	Quarterly
                                         Report on Form 10Q for quarter ended November 16, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000378/form10q093020.htm


 


		(iii)	Current
                                         Report on Form 8-K filed on October 6, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000331/emp_8k-18436.htm


 


		(iv)	Quarterly
                                         Report on Form 10Q for quarter ended August 14, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000282/form10q063020.htm


 


		(v)	Current
                                         Report on Form 8-K filed on August 11, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000267/emp_8k-18423.htm


 


		(vi)	Current
                                         Report on Form 8-K filed on August 11, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000266/emp_8k-18422.htm


 


		(vii)	Current
                                         Report on Form 8-K/A filed on June 23, 2020 located at 



https://www.sec.gov/Archives/edgar/data/887396/000107261320000208/emp_8ka-18407.htm


 


		(viii)	Current
                                         Report on Form 8-K filed on June 23, 2020 located at 



https://www.sec.gov/Archives/edgar/data/887396/000107261320000207/emp_8k-18407.htm


 


		(ix)	Quarterly
                                         Report on Form 10Q for quarter ended March 31, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000180/form10q33120.htm


 


		(x)	Current
                                         Report on Form 8-K filed on April 17, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000164/emp_8k-18389.htm


 


		(xi)	Current
                                         Report on Form 8-K filed on April 10, 2020 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000157/emp_8k-18389.htm


 


		(xii)	Annual
                                         Report on Form 10-K for year ended December 31, 2019 located at



https://www.sec.gov/Archives/edgar/data/887396/000107261320000149/form10k123119.htm


 


 






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You
have also reviewed the Company’s Certificate of Incorporation, as amended, and Bylaws.


 


(b)       You
are experienced in evaluating and investing in companies such as the Company. Further, you understand that the Securities purchased
hereby is of a highly speculative nature and could result in the loss of your entire investment.


 


(c)       You
have been furnished by the Company with all information requested concerning the proposed operations, affairs and current financial
condition of the Company. Such information and access have been available to the extent you consider necessary and advisable in
making an intelligent investment decision. In addition, you have received and reviewed copies of the Disclosure Materials and
have had the opportunity to discuss the Company’s business, management and financial affairs with its Chief Executive Officer,
President or Board of Directors Chairman. You understand that such discussions, as well as the Disclosure Materials and any other
written information issued by the Company, were intended to describe certain aspects of the Company’s business and prospects
which it believes to be material but were not necessarily a thorough or exhaustive description.


 


(d)       The
Securities to be acquired by you will be acquired, solely for your account, for investment purposes only and not with a view to
the resale or distribution thereof, are not being purchased for subdivision or fractionalization thereof, and you have no contract,
undertaking, agreement or arrangement with any person to sell or transfer such Securities to any person and do not intend to enter
into such contract or arrangement.


 


(e)       You
understand that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
nor are they registered or qualified under the blue sky or securities laws of any state, by reason of their issuance in a transaction
exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Sections 3(b) or 4(2) of the
Securities Act and available exemptions from the registration requirements of any applicable state securities laws. You further
understand that the Securities must be held by you indefinitely and you must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from registration.


 


(f)       You
have the full right, power and authority to enter into and perform this Agreement, and this Agreement constitutes a legal, valid
and binding obligation upon you, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
of general application affecting enforcement of creditors’ rights, and except as limited by application of legal principles
affecting the availability of equitable remedies.


 


(g)       You
are able to bear the full economic risk of your investment in the Securities, including the risk of a total loss of your investment
in connection therewith. You are an accredited investor as that term is defined in Rule 501(a) of Regulation D promulgated by
the SEC. 


 


 


 






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By
initialing one of the categories below, the undersigned represents and warrants that the undersigned comes within the category
so initialed and has truthfully set forth the factual basis or reason the undersigned comes within that category. ALL INFORMATION
IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information
which the Company deems necessary in order to verify the answers set forth below.


 


Category
I __________                          The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or
joint net worth with the undersigned's spouse, presently exceeds U.S. $1,000,000.


Explanation.
In calculation of net worth the undersigned may not include equity in the undersigned’s primary residence, however the undersigned
can include equity in all other real estate. The calculation of net worth may also include the undersigned’s personal property,
cash, short term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market
value of such property less debt secured by such property. Any debt that secures the undersigned’s primary residence can
be excluded from liabilities in calculating the undersigned’s net worth, as long as the debt does not exceed the fair market
value of the property (except that if the amount of such debt outstanding at the time of the undersigned’s purchase of the
Shares exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence,
the amount of such excess shall be included as a liability). If, however, the amount of the debt exceeds the fair market
value of the primary residence and the mortgagee or other lender has recourse to the undersigned personally for any
deficiency, that excess liability should be deducted from the undersigned's net worth.


Category
II _________                           The undersigned is an individual (not a partnership, corporation, etc.) who had an individual income in excess of U.S.
$200,000 in each of the two most recent years, or joint income with the undersigned's spouse in excess of $300,000 in each of
the two most recent years, and has a reasonable expectation of reaching the same income level in the current year.


Category
III  ________                            The undersigned otherwise meets the definition of “Accredited Investors” as defined in Section 230.501(a)
of the Act.


 


(h)       You
were not offered the Securities by means of general solicitations, publicly disseminated advertisements or sales literature.


 


 


 


 


 


 


 


 


 



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4.2          Legends.
The instrument representing the Securities and the Warrant Shares shall be endorsed with the legend set forth below:


 


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.


 


In
addition, the instrument representing the Securities and the Warrant Shares shall be endorsed with any other legend required by
any state securities laws. The Company need not register a transfer of legended Securities and the Warrant Shares, and may also
instruct its transfer agent not to register the transfer of the Securities and the Warrant Shares, unless one of the conditions
specified in each of the foregoing legends is satisfied.


 


	5.		Indemnification
by Purchaser.






You
acknowledge and understand that the Company has agreed to offer and sell the Securities to you based upon the representations
and warranties made by you in this Agreement, and you hereby agree to indemnify the Company and to hold the Company and its incorporators,
officers, directors and professional advisors harmless against all liability, costs or expenses (including attorneys’ fees)
arising by reason of or in connection with any misrepresentation or any breach of such representations and warranties by you,
or arising as a result of the sale or distribution of any Securities by you in violation of the Securities Act or other applicable
law.


 


	6.		Miscellaneous.



6.1          Successors
and Assigns. All the provisions of this Agreement by or for the benefit of the parties shall bind and inure to the benefit
of respective successors and permitted assigns of each party.


 


6.2          Notices.
All notices and other communications required or permitted hereunder shall be in writing
and shall be mailed by first class mail, postage prepaid, addressed (a) if to you, at your address set forth on the first
page hereof, or at such other address as you shall have furnished to the Company in writing, or (b) if to the Company, at
its address set forth on the first page hereof, or at such other address as the Company shall have furnished to you in writing
in accordance with this Section 6.2.


 


6.3         Waivers;
Amendments. Any provision of this Agreement may be amended or modified with (but only with) the written consent of the Company
and you. Any amendment, modification or waiver effected in compliance with this Section 6.3 shall be binding upon the Company
and you. No failure or delay of the Company or you 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 you hereunder are cumulative and not exclusive of any rights or remedies which each would otherwise
have.


 


 


 






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6.4         Separability.
In case any one or more of the provisions contained in this Agreement 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.


 


6.5         Governing
Law. This Agreement 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.


 


6.6         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 this Agreement.


 


6.7          Entire
Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties hereto with regard to the subjects hereof and thereof.


 


6.8          Finder’s
Fees. You represent and warrant to the Company that no finder or broker has been retained by you in connection with the transactions
contemplated by this Agreement and you hereby agree to indemnify and to hold the Company and its respective officers, directors
and controlling persons, harmless of and from any liability for any commission or compensation in the nature of a finder’s
fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability)
for which you, or any of your employees or representatives, are responsible. The Company hereby agrees to indemnify and to hold
you, and your respective officers, directors and controlling persons, harmless of and from any liability for any commission or
compensation in the nature of a finder’s fee to any broker or other person or firm (and the costs and expenses of defending
against such liability or asserted liability) for which it, or any of its employees or representatives, are responsible.


 


6.9          Other
Documents. The parties to this Agreement shall in good faith execute such other and further instruments, assignments or documents
as may be necessary or advisable to carry out the transactions contemplated by this Agreement.


 


6.10        Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall
constitute one instrument, and which shall become effective when there exist copies signed by the Company and by you.


 


[Signatures
on Next Page]


 


 


 


 


 


 




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IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their duly authorized representatives effective
as of the date set forth on the first page hereof.


 


 


 


EMPIRE
PETROLEUM CORPORATION


 


 


 


By:   ______________________     



       Thomas W. Pritchard, CEO


 


 


By:   ______________________     


        Michael
R. Morrisett, President


 


 


 


Accepted
and agreed to this ______ day of _____________, 2021.


 


 


BUYER


 


 


By:                    ______                            


Name:
______________________


Title: ____________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

 








 


 


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