Material Agreement (Form 8-K)

On September 24, 2025 (the "Original Issue Date"), Empire Petroleum Corporation (the "Company") issued that certain Promissory Note in the aggregate principal amount of $4,000,000 (the "Note") to Phil E. Mulacek. As of September 25, 2025, Mr. Mulacek has advanced the Company $2,000,000 under the Note. From time to time after March 23, 2026, and for a period of six months thereafter, upon at least ten business days prior written notice, Mr. Mulacek will advance up to another $2,000,000 to the Company, provided that no Event of Default (as defined in the Note) has occurred or is continuing. The proceeds of the Note will be used by the Company to fund, in part, its ongoing oil and gas drilling program and for working capital purposes.

The Note matures on September 23, 2027 (the "Maturity Date") and accrues interest at the rate of 5.5% per annum. After the Maturity Date, any principal balance of the Note remaining unpaid accrues interest at the rate of 9% per annum. Interest payments will be paid in cash on each of the following dates (or if any such date is not a business day, the next following business day) (each an "Interest Payment Date"), except upon the occurrence of an Event of Default, in which case interest will accrue and be paid in cash on demand: (i) March 31, 2026; (ii) September 30, 2026; (iii) March 31, 2027; and (iv) the Maturity Date. Mr. Mulacek may elect to defer any or all interest due on an Interest Payment Date until the Maturity Date by providing the Company written notice prior to such Interest Payment Date.

All or any portion of the outstanding principal amount of the Note may be converted into shares of common stock of the Company at a conversion price of $4.27 per share (the "Conversion Price"), which is the Average Daily VWAP (as defined in the Note) for the five trading days preceding the Original Issue Date, at the option of Mr. Mulacek, at any time and from time to time. If the full principal amount of the Note is drawn and converted into shares of common stock of the Company, 936,768 shares (the "Underlying Shares") would be issued. Accrued and unpaid interest on the principal amount converted is paid in cash on the date of conversion. The Conversion Price is subject to customary adjustments.

The Note may be prepaid at any time or from time to time without the consent of Mr. Mulacek and without penalty or premium, provided that the Company provides Mr. Mulacek with at least five business days prior written notice, each principal payment is made in cash and all accrued interest is paid in cash.

As partial consideration for the commitment to make the advances under the Note, the Company has issued a warrant certificate for Mr. Mulacek to purchase 281,030 shares of common stock of the Company (the "Warrant Shares") at an exercise price of $4.27 per share for a period of three years (the "Warrant"). The Company will use commercially reasonable efforts to cause the NYSE American to approve a supplemental listing application related to the issuance of the Underlying Shares and the Warrant Shares as soon as reasonably practicable ("SLAP Approval"). The Warrant becomes exercisable upon receipt of SLAP Approval. In the event that SLAP Approval does not occur within 60 days of the Original Issue Date, then for a period of 60 days thereafter, Mr. Mulacek may elect to be paid an origination fee of $50,000 in lieu of receiving the Warrant by providing the Company written notice during such 60 day period.

For a description of any material relationship between the Company and Mr. Mulacek, see the Company's definitive proxy statement for its 2025 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025, the Company's Current Report on Form 8-K filed with the SEC on June 23, 2025 and the Company's Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 13, 2025.

The foregoing summaries of the Note and the Warrant are qualified in their entirety by reference to the full terms and conditions of the Note and the Warrant, copies of which are filed as Exhibits 10 and 4, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Note and the Warrant were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements of that Act provided by Section 4(a)(2) thereof. Mr. Mulacek is a sophisticated accredited investor with the experience and expertise to evaluate the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment.