Authorization. The ​ has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Related Agreements. The execution and delivery by the ​ of this Agreement and the Related Agreements and the consummation by the ​ of the transactions contemplated by, and the performance by the ​ of its obligations under, this Agreement and the Related Agreements have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

Authorization. Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.

Authorization. All corporate action on the part of AVANT necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AVANT.

Authorization. All corporate action on the part of AI-NOVA necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AI-NOVA .

Authorization. This Agreement constitutes such Investor's valid and legally binding obligation, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and do not violate # such Party’s charter documents, bylaws, or other organizational documents, # in any material respect, any agreement, instrument, or contractual obligation to which such Party is bound, # any requirement of any Applicable Law, or # any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party.

Authorization. The sole member of each Borrower has duly authorized the execution and delivery of each of the Loan Documents and the performance of their respective terms. No other consent of any other Person, except for the Bank, is required as a prerequisite to the validity and enforceability of the Loan Documents. The sole and only member of each Borrower is Empire Petroleum Corporation, a Delaware corporation.

Authorization. Each party to this Amendment hereby represents and warrants to the other parties that the execution, delivery and performance of this Amendment has been duly authorized by each such party, that this Amendment constitutes a valid and binding obligation of such party, and the performance of its terms will not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which such party is a party.

Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints HFG to act on a best efforts basis as its consultant during the Authorization Period (as hereinafter defined, in [Section 3], below). HFG hereby accepts such appoint, with it being expressly acknowledged that HFG is acting in the capacity of independent contractor and not as agent of the Company.

Authorization, Etc. The Borrower is duly authorized to execute and deliver this Amendment.