EXHIBIT
10.1


 


THIS
NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THE NOTE NOR SUCH SHARES OF COMMON STOCK MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


 


AMERICAN
NOBLE GAS, INC.


 


8%
CONVERTIBLE PROMISSORY NOTE


 


$
350,000


 


FOR
VALUE RECEIVED, American Noble Gas, Inc.., a Nevada corporation (the “Company”), promises to pay to ___________________________,
whose address is ____________________________________ or registered assigns (the “Holder”), the sum of three hundred fifty
thousand dollars ($350,000) in lawful money of the United States of America on or before the Maturity Date as defined herein, with
all Interest thereon as defined and specified herein.


 


In
connection with this Note, the Company will issue Holder a warrant (the “Warrant”) exercisable to purchase seven hundred
fifty thousand (700,000) shares of its common stock (the “Common Stock”) at an exercise price of $0.50 per share for a term
of five years. The Warrant is attached as Exhibit A to this Note.


 


1.
Interest and Fees. This Note shall bear interest
(“Interest”) equal to eight percent (8%) per annum. Interest will be calculated on a three hundred sixty-five (365) day year.
The Company shall pay the Interest on or before the Maturity Date, as defined below. In no event shall the rate of Interest payable on
this Note exceed the maximum rate of interest permitted to be charged under applicable law.


 


2.
Payments. All payments under this Note
shall be made by the Company hereunder, whether on account of principal or Interest, without set-off or counterclaim and shall first
be credited against costs and expenses provided for in this Note, second to the payment of any penalties, third to the payment of accrued
and unpaid Interest, if any, and the remainder shall be credited against principal. All payments due hereunder shall be payable in legal
tender of the United States of America, and in same day funds delivered to Holder by cashier’s check, certified check, or bank
wire transfer to the mailing address provided below, or at such other place as Holder shall designate in writing for such purpose from
time to time made prior to noon, Kansas City, Kansas time, on the Maturity Date. If a payment under this Note otherwise would become
due and payable on a Saturday, Sunday or legal holiday (any other day being a “Business Day”), the due date of the payment
shall be extended to the next succeeding Business Day, and Interest, if any, shall be payable thereon during such extension.


 




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3.
Maturity Date. This Note shall be due and payable
in full, including all accrued Interest thereon, on September 15, 2022 (the “Maturity Date”), subject to Paragraph
4, “Pre-Payments.”


 


4.
Pre-Payments. At any time prior to the Maturity
Date, the Company shall have the right to prepay this Note, in whole or in part without penalty, on ten (10) days’ advance notice
to Holder. On such prepayment date, the Company will pay in respect of this Note cash equal to the face amount plus accrued Interest
on the Note (or portion thereof) being prepaid.


 


5.
Conversion of Note


 


5.1
Conversion of Note/Conversion Price. This Note is convertible as to principal and any accrued Interest, at the option of Holder,
into shares of the company’s Common Stock (the “Common Stock”) at any time after the issue Date and prior to the close
of business on the Business Day preceding the Maturity Date at the rate of Fifty Cents ($0.50) per share (the “Conversion
Price”), subject to adjustment as hereinafter provided. The Company will provide written notice of its intent to prepay the Note
in whole or in part prior to the Maturity Date. In such case, Holder will have five (5) Business Days following the date on which Holder
receives such written notice to determine whether Holder will convert all or part of the Note into Common Stock. No fractional shares
will be issued. In lieu thereof, the Company will pay cash for fractional share amounts equal to the fair market value of the Common
Stock as quoted as the closing bid price of the Common Stock on the date of conversation.


 


5.2
Adjustment to Conversion Price.


 


5.2.1
The Conversion Price shall be adjusted if the Company shall at any time (i) pay a stock dividend on the Common Stock; (ii) subdivide
its outstanding Common Stock into a greater number of shares; (iii) combine its outstanding Common Stock into a smaller number of shares;
(iv) issue by reclassification of its Common Stock any other special capital stock of the Company; or (v) distribute to all holders of
Common Stock evidences of indebtedness or assets (excluding cash dividends) or rights or warrants to subscribe for Common Stock (other
than those mentioned above). No adjustment of the Conversion Price will be required until cumulative adjustments amount to One Dollar
($.50) per Note or more. Upon the occurrence of an event requiring adjustment of the Conversion Price, and thereafter, Holder, upon surrender
of this Note for conversion, shall be entitled to receive the number of shares of Common Stock or other capital stock of the Company
that Holder would have owned or have been entitled to receive after the happening of any of the events described above had this Note
been converted immediately prior to the happening of such event.


 




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5.3
Adjustment Based Upon Merger or Consolidation. In case of any consolidation or merger to which the Company is a party (other than
a merger in which the Company is the surviving entity and which does not result in any reclassification of or change in the outstanding
Common Stock of the Company), or in case of any sale or conveyance to another person, firm, or corporation of the property of the Company
as an entirety or substantially as an entirety, Holder shall have the right to convert this Note into the kind and amount of securities
and property (including cash) receivable upon such consolidation, merger, sale or conveyance by Holder of the number of shares of Common
Stock into which such Note might have been converted immediately prior thereto.


 


5.4
Exercise of Conversion Privilege.


 


5.4.1
The Conversion Privilege provided for in this Note shall be exercisable by Holder by written notice to the Company or its successor and
the surrender of this Note in exchange for the number of shares (or other securities and property, including cash, in the event of an
adjustment of the Conversion Price) into which this Note is convertible based upon the Conversion Price.


 


5.4.2
Holder’s conversion right set forth in this Paragraph 5.4 may be exercised at any time and from time to time but prior to payment
in full of the principal amount of the accrued interest on this Note. Conversion rights will expire at the close of business on the Business
Day prior to the Maturity Date or redemption date of this Note.


 


5.4.3
Holder may exercise the right to convert all or any portion of the principal amount and accrued Interest on this Note by delivery of
(i) this Note and (ii) a completed Conversion Notice in the form attached as Exhibit A on a Business Day to the Company’s principal
executive offices. Such conversion shall be deemed to have been made immediately prior to the close of business on the Business Day of
such delivery a conversion notice (the “Conversion Date”), and Holder shall be treated for all purposes as the record holder
of the shares of Common Stock into which this Note is converted as of such date.


 


5.4.4
Upon conversion of the entire principal amount and accrued Interest of this Note and the delivery of shares of Common Stock upon conversion
of this Note, except as otherwise provided in Paragraph 21, “Representations and Warranties to Survive Closing,” the Company
shall be forever released from all of its obligations and liabilities under this Note.


 


5.5
Corporate Status of Common Stock to be Issued. All Common Stock (or other securities in the event of an adjustment of the Conversion
Price) which may be issued upon the conversion of this Note shall, upon issuance, be fully paid and nonassessable.


 


5.6
Issuance of Certificates. Upon the conversion of this Note, the Company shall, within five (5) Business Days of such conversion,
issue to Holder a certificate or certificates representing the number of shares of the Common Stock (or other securities in the event
of an adjustment of the Conversion Price) to which the conversion relates.


 


6.
Unsecured Indebtedness. This Note is unsecured.


 




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7.
Status of Holder of Note. This Note shall not
entitle Holder to any voting rights or other rights as a shareholder of the Company or to any rights whatsoever except the rights herein
expressed, and no dividends shall be payable or accrue in respect of this Note or the securities issuable upon the conversion hereof
unless and until this Note shall be converted. Upon the conversion of this Note, Holder shall, to the extent permitted by law, be deemed
to be the holder of record of the shares of Common Stock issuable upon such conversion, notwithstanding that the stock transfer books
of the Company shall then be closed or that the certificates representing such shares of Common Stock shall not then be actually delivered.


 


8.
Reserve of Shares of Common Stock. The Company
shall reserve out of its authorized shares of Common Stock, and other securities in the event of an adjustment of the Conversion Price,
a number of shares sufficient to enable it to comply with its obligation to issue shares of Common Stock, and other securities in the
event of an adjustment of the Conversion Price, upon the conversion of this Note.


 


9.
Transfer Restrictions; Exemption from Registration.


 


9.1
Holder is an Accredited Investor, as such term is defined Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
“Act”). Holder has conducted its own due diligence regarding this investment and the Company. Holder understands and can
bear the risks associated with this investment, including the loss of its entire investment in the Note and the underlying Common Stock.
Holder agrees that (i) this Note and the shares of Common Stock issuable in payment of Interest and upon conversion have not been registered
under the Act and may not be sold or transferred without registration under the Act or unless an exemption from such registration is
available; (ii) Holder has acquired this Note and will acquire the Common Stock for its own account for investment purposes only and
not with a view toward resale or distribution; and (iii) if a registration statement that includes the Common Stock is not effective
at the time Common Stock is issued to Holder upon conversion under this Note, and the Common Stock is not exempt from registration under
Rule 144, then the Common Stock shall be inscribed with the following legend:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 




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9.2
If an opinion of counsel of Holder provides that registration is not required for the proposed conversion or transfer of this Note or
the proposed transfer of the shares of Common Stock issuable upon conversion and that the proposed conversion or transfer in the absence
of registration would require the Company to take any action including executing and filing forms or other documents with the Securities
and Exchange Commission (the “SEC”) or any state securities agency, or delivering to Holder any form or document in order
to establish the right of Holder to effectuate the proposed conversion or transfer, the Company agrees promptly, at its expense, to take
any such action; and provided, further, that the Company will reimburse Holder in full for any expenses (including but not limited to
the fees and disbursements of such counsel, but excluding brokers’ commissions) incurred by Holder or owner of shares of Common
Stock on his, her or its behalf in connection with such conversion or transfer of the Note or transfer of the shares of Common Stock.


 


10.
Rule 144.


 


If
the Company has registered a class securities under Section 12 of the Exchange Act and has filed reports under Section 13 or 15(d) of
the Exchange Act. At the request of Holder, when Holder proposes to sell securities in compliance with Rule 144 of the SEC, the Company
will (i) forthwith furnish to Holder a written statement of compliance with the filing requirements of the SEC as set forth in Rule 144,
as such rules may be amended from time to time and (ii) make available to the public and Holder such information and take such other
action as is requested by Holder to enable Holder to make sales pursuant to Rule 144.


 


11.
Representations and Warranties of the Company.
The Company represents and warrants as follows:


 


11.1
The Company is duly existing and in good standing as a corporation in its jurisdiction of formation and is qualified and licensed to
do business and is in good standing in any other jurisdiction in which the conduct of its business or ownership of property requires
that it to be qualified, except where the failure to do so could not reasonably be expected to have a material adverse effect on the
Company’s business.


 


11.2
The execution, delivery and performance by the Company of this Note and the Warrant has been duly authorized, and do not (i) conflict
with any of the Company’s organizational documents; (ii) contravene, conflict with, constitute a default under or violate any material
law applicable to the Company; (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination
or award of any governmental authority by which the Company or any of its Subsidiaries or any of their property or assets may be bound
or affected; (iv) require any action by, filing, registration, or qualification with, or governmental approval from any governmental
authority (except such governmental approvals which have already been obtained and are in full force and effect); or (v) constitute an
event of default under any material agreement by which the Company is bound.


 


11.3
There are no material actions or proceedings pending or threatened by or against the Company, except as set forth in the Company’s
annual report on Form 10-K for the year ended December 31, 2021, its report on Form 10-Q for the quarter ended March 31, 2022 and any
Form 8-K filed with the Securities and Exchange Commission (the “SEC Reports”).


 


11.4
All financial statements of the Company contained in its SEC Reports fairly present in all material respects the Company’s financial
position and the Company’s results of operations as of the dates thereof, and for the periods indicated therein, subject in the
case of the unaudited financial statements to normal year-end audit adjustments.


 




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11.5
The Company’s SEC Reports, as of their respective dates or, if amended, as of the date of the last such amendment, did 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, in light of the circumstances under which they were made, not misleading.


 


12.
Covenants of the Company. The Company will use
the proceeds it receives from this Note for drilling and completion costs for the Hugoton Farm-Out agreement, general working capital
and such other purposes as the Company may deem appropriate.


 


13.
Default. The Company shall perform its obligations
and covenants hereunder and in each and every other agreement between the Company and Holder pertaining to the Indebtedness evidenced
hereby. The following provisions shall apply upon failure of the Company so to perform.


 


13.1
Event of Default. Any of the following events shall constitute an “Event of Default” hereunder:


 


13.1.1
Failure by the Company to pay principal of the Note when due and payable on the Maturity Date, provided that if the Note is not otherwise
in default, the Company shall have a fifteen (15) day extension of the Maturity Date (the “Extension Period”) to pay the
Note in full. If not paid within such Extension Period, such failure to pay will be an Event of Default and the date of the Event of
Default under this Paragraph 13.1.1 shall be as of the Maturity Date;


 


13.1.2
Failure of the Company to pay Interest when due hereunder, which failure continues for a period of fifteen (15) days after the due date
of the amount involved; or


 


13.1.3
Except for Events of Default set forth in Paragraphs 13.1.1 and 13.1.2, failure of the Company to perform any of the other covenants,
conditions, provisions or agreements contained herein, which failure continues for a period of fifteen (15) days after notice of default
has been given to the Company by Holder; provided, however, that if the nature of the Company’s obligation is such that more than
fifteen (15) days are required for performance, then an Event of Default shall not occur if the Company commences performance within
such fifteen (15) day period and thereafter diligently prosecutes the same to completion; or


 


13.1.4
The entry of an order for relief under Federal Bankruptcy Code as to the Company or entry of any order appointing a receiver or trustee
for the Company or approving a petition in reorganization or other similar relief under bankruptcy or similar laws in the United States
of America or any other competent jurisdiction, and if such order, if involuntary, is not satisfied or withdrawn within sixty (60) days
after entry thereof; or the filing of a petition by the Company seeking any of the foregoing, or consenting thereto; or the filing of
a petition to take advantage of any debtor’s act; or making a general assignment for the benefit of creditors; or admitting in
writing inability to pay debts as they mature.


 


13.2
Acceleration. Upon any Event of Default (in addition to any other rights or remedies provided for under this Note), at the option
of Holder, all sums evidenced hereby, including all principal, Interest, fees and all other amounts due hereunder, shall become immediately
due and payable. If an Event of Default in the payment of principal or Interest should occur and be continuing with respect to the Note,
Holder may declare the principal, Interest, fees and all other amounts due hereunder to be immediately due and payable.


 




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13.3
Notice by Company. Upon the happening of any Event of Default specified in this paragraph that is not cured within the respective
periods prescribed above, the Company will give prompt written notice thereof to Holder of this Note.


 


13.4
No Waiver. Failure of Holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default, or in the event of continuance of any existing Event of Default after demand or performance
thereof.


 


13.5
Default Interest and Fees. Default Interest will accrue on an unpaid principal or Interest due hereunder at the rate of sixteen
percent (16%) per annum upon the occurrence of any Event of Default until the Event of Default is cured. Default Interest shall be payable
monthly basis commencing thirty (30) days after the Default Interest has begun accruing. Default Interest will be computed on a three
hundred sixty-five (365) day year.


 


14.
Assignment, Transfer or Loss of the Note.


 


14.1
Holder may not assign, transfer, hypothecate or sell all or any part of this Note or in any way alienate or encumber the Note without
the express written consent of the Company, the granting or denial of which shall be within the absolute discretion of the Company; provided,
however, the Holder may assign all or any portion of this Note to any of its Affiliates. Any attempt to effect such transfer without
the consent of the Company shall be null and void. The Company has not registered this Note under the Act or the applicable securities
laws of any state in reliance on exemptions from registration. Such exemptions depend upon the investment intent of Holder at the time
he acquires his Note. Holder is acquiring this Note for his own account for investment purposes only and not with a view toward distribution
or resale of such Note within the meaning of the Act and the applicable securities laws of any state. The Company shall be under no duty
to register the Note or to comply with an exemption in connection with the sale, transfer or other disposition under the applicable laws
and regulations of the Act or the applicable securities laws of any state. The Company may require Holder to provide, at his expense,
an opinion of counsel satisfactory to the Company to the effect that any proposed transfer or other assignment of the Note will not result
in a violation of the applicable federal or state securities laws or any other applicable federal or state laws or regulations.


 


14.2
Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any Note and, in the
case of any such loss, theft or destruction of any Note, upon delivery of an indemnity bond in such reasonable amount as the Company
may determine (or, in the case of any Note held by the original Noteholder, of an indemnity agreement reasonably satisfactory to the
Company), or, in the case of any such mutilation, upon the surrender of such Note to the Company at is principal office for cancellation,
the Company at its expense will execute and deliver, in lieu thereof, a new Note of like tenor, dated the date to which interest hereunder
shall have been paid on such lost, stolen, destroyed or mutilated Note.


 




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14.3
Subject to Subparagraph 9.1 above, Holder may, at his option, either in person or by duly authorized attorney, surrender this Note for
registration of transfer at the principal office of the Company and, upon payment of any expenses associated with the transfer, receive
in exchange therefor a Note or Notes, dated as of the date to which interest has been paid on the Note so surrendered, each in the principal
amount of $1,000 or any multiple thereof, for the same aggregate unpaid principal amount as the Note so surrendered and registered as
payable to such person or persons as may be designated by Holder. Every Note surrendered for registration of transfer shall be duly endorsed
or shall be accompanied by a written instrument of transfer duly executed by Holder or his attorney duly authorized in writing. Every
Note, so made and delivered by the Company in exchange for any Note surrendered, shall in all other respects be in the same form and
have the same terms as the Note surrendered. No transfer of any Note shall be valid unless made in such manner at the principal office
of the Company.


 


14.4
The Company may treat the person in whose name this Note is registered as the owner and Holder of this Note for the purpose of receiving
payment of all principal of and all Interest on this Note, and for all other purposes whatsoever, whether or not such Note shall be overdue
and, except for transfers effected in accordance with this subparagraph, the Company shall not be affected by notice to the contrary.


 


15.
Notices. All notices provided for herein shall
be validly given if in writing and delivered personally or sent by certified mail, postage prepaid, or sent via an express delivery service,
such as Federal Express or United Parcel Service, to the office of the Company or such other address as the Company may from time to
time designate in writing sent by certified mail, postage prepaid, to Holder at his address set forth below or such other address as
Holder may from time to time designate in writing to the Company by certified mail, postage prepaid or otherwise as designated in writing
by Holder.


 


16.
Usury. All Interest, Default Interest, fees,
charges, goods, things in action or any other sums or things of value, or other contractual obligations (collectively, the “Additional
Sums”) paid by the Company hereunder, whether pursuant to this Note or otherwise, with respect to the Indebtedness evidenced hereby,
or any other document or instrument in any way pertaining to the Indebtedness, which, under the laws of the State of Nevada may be deemed
to be Interest with respect to such loan or Indebtedness, shall, for the purpose of any laws of the State of Nevada, which may limit
the maximum amount of Interest to be charged with respect to such loan or Indebtedness, be payable by the Company as, and shall be deemed
to be, Interest and for such purposes only, the agreed upon and contracted rate of Interest shall be deemed to be increased by the Additional
Sums. Notwithstanding any provision of this Note to the contrary, the total liability for payments in the nature of Interest under this
Note shall not exceed the limits imposed by applicable law. The Company shall not assert a claim, and shall actively resist any attempts
to compel it to assert a claim, respecting a benefit under any present or future usury laws against any Holder of this Note.


 


17.
Binding Effect. This Note shall be binding upon
the parties hereto and their respective heirs, executors, administrators, representatives, successors and permitted assigns.


 




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18.
Collection Fees. The Company shall pay all costs
of collection, including reasonable attorneys’ fees and all costs of suit and preparation for such suit (and whether at trial or
appellate level), in the event the unpaid principal amount of this Note, or any payment of Interest is not paid when due, or in the event
Holder is made party to any litigation because of the existence of the Indebtedness evidenced by this Note, or if at any time Holder
should incur any attorneys’ fees in any proceeding under the Federal Bankruptcy Code (or other similar laws for the protection
of debtors generally) in order to collect any Indebtedness hereunder or to preserve, protect or realize upon any security for, or guarantee
or surety of, such Indebtedness whether suit be brought or not, and whether through courts of original jurisdiction, as well as in courts
of appellate jurisdiction, or through a bankruptcy court or other legal proceedings.


 


19.
Construction. This Note shall be governed as
to its validity, interpretation, construction, effect and in all other respects by and in accordance with the laws and interpretations
thereof of the State of Nevada. Unless the context otherwise requires, the use of terms in singular and masculine form shall include
in all instances singular and plural number and masculine, feminine and neuter gender.


 


20.
Severability. In the event any one or more of
the provisions contained in this Note or any future amendment hereto shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note or such other agreement,
and in lieu of each such invalid, illegal or unenforceable provision there shall be added automatically as a part of this Note a provision
as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable.


 


21.
Entire Agreement. This Note represents the entire
agreement and understanding between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, representations and warranties with respect thereto.


 


22.
Governing Law; Jurisdiction; Jury Trial. All
questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of
the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Kansas City, Kansas for the adjudication
of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, or
in any manner arising in connection with or related to the transactions contemplated hereby or involving the parties hereto whether at
law or equity and under any contract, tort or any other claim whatsoever 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
or faxing a copy thereof to such party at the address for such notices as listed in this Note 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,
A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 




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23.
Representations and Warranties to Survive Closing.
All representations, warranties and covenants contained herein shall survive the execution and delivery of this Note and the issuance
of any Conversion Shares upon the conversion hereof.


 


24.
Headings. The headings used in this Note are
used for convenience only and are not to be considered in construing or interpreting this Note.


 


25.
Definitions.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person directly or indirectly, whether through the ownership of
Voting Stock, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 


“Board
of Directors” means, with respect to any Person, the Board of Directors of such Person or any committee of the Board of Directors
of such Person duly authorized to act on behalf of the Board of Directors of such Person.


 


“Capital
Stock” means, with respect to any Person, any and all shares, interests, equity participations or other equivalents (however
designated) of corporate stock or partnership interests and any and all warrants, options and rights with respect thereto (whether or
not currently exercisable), including each class of common stock and preferred stock of such Person.


 


“GAAP”
means generally accepted accounting principles as in effect in the United States of America as of the Issue Date.


 


“Holder”
means a Person in whose name a Note is registered on the Company’s books.


 


“Indebtedness”
means, without duplication, with respect to any Person, (a) all obligations of such Person (i) in respect of borrowed money (whether
or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof); (ii) evidenced by bonds,
notes, debentures or similar instruments; (iii) representing the balance deferred and unpaid of the purchase price of any property or
services (other than accounts payable or other obligations arising in the ordinary course of business); (iv) evidenced by bankers’
acceptances or similar instruments issued or accepted by banks, (v) for the payment of money relating to a capitalized lease obligation
under GAAP; or (vi) evidenced by a letter of credit or a reimbursement obligation of such Person with respect to any letter of credit;
(b) all net obligations of such Person under interest rate swap obligations and foreign currency hedges; (c) all liabilities of others
of the kind described in the preceding clauses (a) or (b) that such Person has guaranteed or that are otherwise its legal liability;
(d) Indebtedness (as otherwise defined in this definition) of another Person secured by lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person, the amount of such obligations being deemed to be the lesser of (1) the full amount
of such obligations so secured, and (2) the fair market value of such asset, as determined in good faith by the Board of Directors of
such Person, which determination shall be evidenced by a board resolution; and (e) any and all deferrals, renewals, extensions, refinancings
and refundings (whether direct or indirect) of, or amendments, modifications or supplements to, any liability of the kind described in
any of the preceding clauses (a), (b), (c), (d) or this clause (e), whether or not between or among the same parties.


 




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“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or
insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings
seeking reorganization, arrangement, or other relief.


 


“Issue
Date” means the date on which the Note is originally issued.


 


“Maturity
Date” means September 15, 2022, or a later date if the original Maturity Date is extended by the Company under the terms
of this Note.


 


“Person”
means any individual, corporation, partnership, joint venture, trust, estate, unincorporated organization or government or any agency
or political subdivision thereof.


 


A
“subsidiary” of any Person means (i) a corporation a majority of whose Voting Stock is at the time, directly or indirectly,
owned by such Person, by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, (ii)
a partnership in which such Person or a subsidiary of such Person is, at the date of determination, a general or limited partner of such
partnership, but only if such Person or its subsidiary is entitled to receive more than fifty percent (50%) of the assets of such partnership
upon its dissolution, or (iii) any other Person (other than a corporation or partnership) in which such Person, directly or indirectly,
at the date of determination thereof, has (x) at least a majority ownership interest or (y) the power to elect or direct the election
of a majority of directors or other governing body of such Person.


 


“Subsidiary”
means any subsidiary of the Company.


 


“Voting
Stock” means, with respect to any Person, securities of any class or classes of Capital Stock in such Person entitling the
holders thereof, whether at all times or only so long as no senior class of stock has voting power by reason of any contingency to vote
in the election of members of the Board of Directors or other governing body of such Person.


 


26.
Miscellaneous. Except as otherwise provided herein,
the Company waives demand, diligence, presentment for payment and protest, notice of extension, dishonor, maturity and protest. Time
is of the essence with respect to the performance of each and every covenant, condition, term and provision hereof. This Note may be
executed by facsimile signature, which signature shall be deemed to be binding upon the Company.


 




    	-11-



     


    

 


IN
WITNESS WHEREOF, this Note has been issued on the 8th day of June, 2022.


 


	 	AMERICAN NOBLE GAS, INC..
	 	 	 
	 	By	/s/ Stanton E. Ross
	 	 	Stanton E. Ross
	 	Its 	President and Chief Executive Officer


 


	Mailing Address of Holder:	 
	 	 
	 	 
	 	 
	 	 


 


Mailing
Address of Company:


American
Noble Gas, Inc..


15612
College Blvd.


Lenexa,
Kansas 66219


 




    	-12-



     


    

 


EXHIBIT
A


 


CONVERSION
NOTICE


 


(To
be signed only upon conversion of this Note)


 


TO:
AMERICAN NOBLE GAS, INC..


 


The
undersigned, the registered holder of the Convertible Note (the “Note”) of AMERICAN NOBLE GAS, INC.. (the “Company”),
hereby surrenders the Note for conversion into shares of Common Stock of the Company (the “Common Stock”) to the extent of
$_______ unpaid principal amount of the Note and $_______ unpaid accrued Interest due under the Note, all in accordance with the provisions
of such Note. The undersigned requests (i) that a certificate representing shares of Common Stock, bearing the appropriate legends, be
issued to the undersigned, and (ii) if the unpaid principal amount so converted is less than the entire unpaid principal amount of the
Note, that a new substitute note representing the portion of said unpaid principal amount that is not so converted be issued in accordance
with the provisions of the Note.


 


	 	 
	(Signature
and name of the registered holder)	 
	 	 
	 	 
	Print
Name	 


 


	Dated:	 	 


 




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