Item 1.01 Entry into a Material Definitive Agreement.

On January 21, 2023, Barnwell Industries, Inc. ("Barnwell" or the "Company") entered into a Cooperation and Support Binding Term Sheet (the "Cooperation Agreement") with Alexander C. Kinzler, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS Advisory Group, Inc. and Ned L. Sherwood (collectively, the "MRMP Stockholders"), with respect to the potential proxy contest pertaining to the election of directors to Barnwell's Board of Directors (the "Board") at the Company's 2023 annual meeting of stockholders (the "2023 Annual Meeting").

The Cooperation Agreement provides, among other things, that:

• Director Nominations. Pursuant to the terms of the Cooperation Agreement,


   among other things, the Company has agreed to promptly appoint Joshua S.
   Horowitz and Laurance Narbut to serve on the Board, subject to certain
   customary board procedures. The Board has determined that each of Mr. Horowitz
   and Mr. Narbut are independent under applicable NYSE rules and regulations.
   Additionally, the Company has agreed to nominate Mr. Kinzler, Barnwell's CEO
   and President, Kenneth Grossman, Douglas Woodrum, and Messrs. Horowitz and
   Narbut as candidates for election to the Board at the 2023 Annual Meeting and
   the 2024 annual meeting of stockholders (the "2024 Annual Meeting") and Mr.
   Kinzler and the MRMP Stockholders have agreed to vote their respective shares
   of common stock of the Company in favor of the election of the Company's slate
   at the 2023 Annual Meeting and 2024 Annual Meeting.  The Company has agreed to
   use commercially reasonable efforts to hold the 2023 Annual Meeting within
   sixty (60) days of the Effective Date (as defined in the Cooperation
   Agreement).

• Standstill. The MRMP Stockholders agreed to observe normal and customary

standstill provisions during the period (the "Standstill Period") beginning on

January 21, 2023 until the date ten business days prior to the deadline for the

submission of stockholder nominations for directors for the Company's 2025

annual meeting of stockholders. The standstill provisions provide, among other

things, that the MRMP Stockholders will not (except as otherwise permitted by

the Cooperation Agreement):

o make, participate in or propose any tender or exchange offer for any Company

Securities or any merger, consolidation, acquisition, business combination,

recapitalization, restructuring, liquidation, dissolution or other similar

extraordinary transaction involving the Company or any of its subsidiaries or

its or their securities or assets;

o make any private proposal, alone or in concert with others, that would

reasonably be expected to require the Company or the MRMP Stockholders to make

public disclosure (of any kind);

o engage in any solicitation of proxies or become a "participant" in a contested

"solicitation" of proxies, each as defined under the Securities Exchange Act of

1934, as amended, (the "Exchange Act") with respect to securities of the


   Company;

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o seek any additional representation on the Board, seek the removal of any member

of the Board or encourage any person to submit nominees in furtherance of a

contested election;

o make any request for stockholders list materials or other books and records of

the Company;

o present at any Stockholder Meeting any proposal, resolution or motion for

consideration for action by stockholders or seek to call any Stockholder

Meeting;

o make or be the proponent of any stockholder proposal;

o grant any proxy, consent or other authority to vote with respect to any

matters;

o take any action in support of or make any public disclosure, announcement,

statement, proposal, plan or request with respect to: (i) controlling, changing

or influencing the Board or management of the Company, including any plans or

proposals relating to any change in the number or term of directors or the

filling of any vacancies on the Board, (ii) any material change in the

business, capitalization, stock repurchase programs and practices, capital

allocation programs and practices or dividend policy of the Company, (iii) any

other material change in the Company's management, compensation, business,

corporate or governance structure, (iv) any waiver, amendment or modification

to the Certificate of Incorporation or the By-Laws, (v) causing a class of

Company Securities to be delisted from, or to cease to be authorized to be

quoted on, any securities exchange or (vi) causing a class of equity Company

Securities to become eligible for termination of registration pursuant to

Section 12(g)(4) of the Exchange Act;

o form, join or act in concert with any other person or group, including a

"group" as defined pursuant to Section 13(d) of the Exchange Act with respect

to any securities of the Company;

o make any public disclosure, announcement, plan or request involving the

Company, its management, business, policies or the Board;

o make any request or submit any proposal to amend or waive the terms of the

Cooperation Agreement, which could reasonably be expected to require a public

announcement or disclosure of such a request or proposal; or

o enter into any discussions, negotiations, agreements or understandings (whether

written or oral) with any third party to take any action with respect to any of

the foregoing, or facilitate, knowingly assist, finance, knowingly encourage or

seek to persuade any third party to take any action the MRMP Stockholders are

prohibited from taking pursuant to the Cooperation Agreement.

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• Voting Matters. During the Standstill Period, Mr. Kinzler and the MRMP


   Stockholders agree that they will (A) be present for quorum purposes at any
   annual or special meeting of the Company's stockholders, and (B) vote or cause
   to be voted (including in any action by written consent) all shares of the
   Company common stock beneficially owned, or deemed to be beneficially owned (as
   determined under Rule 13d-3 promulgated under the Exchange Act), and entitled
   to vote as of the record date, by Mr. Kinzler and the MRMP Stockholders in
   favor of the slate of directors recommended by the Board.

• Ownership Limit. Each MRMP Stockholder agreed that, for a period of twelve (12)


   months following January 21, 2023 ("Initial Security Period") they shall not
   have, in the aggregate, beneficial ownership of, or economic exposure to, more
   than twenty-eight percent (28%) of the Company's outstanding Company Securities
   that are entitled to vote at any meeting of the Company's stockholders and that
   following the Initial Security Period and for a period of twelve (12) months
   thereafter, Mr. Ned L. Sherwood and his Affiliates may acquire beneficial
   ownership of, or economic exposure to, Company Securities, provided that, after
   giving effect to any such acquisition, Mr. Ned L. Sherwood and his Affiliates,
   taken together, shall not have, in the aggregate, beneficial ownership of, or
   economic exposure to, more than thirty percent (30%) of the Company's
   outstanding Company Securities that are entitled to vote at any meeting of the
   Company's stockholders.

• Expense Reimbursement. The Company agreed to reimburse the MRMP Stockholders


   and Mr. Kinzler for their reasonable, documented out-of-pocket fees and
   expenses (including legal expenses) in connection with the negotiation and
   execution of the Cooperation Agreement and the transactions contemplated hereby
   and the proposed nomination of directors by the MRMP Stockholders in connection
   with the 2023 Annual Meeting. The expenses shall be paid promptly, but in no
   event no later than thirty (30) days, following the Effective Date.

• Termination of Tax Benefits Preservation Plan. Pursuant to the terms of the


   Cooperation Agreement, the Company also agreed to terminate the previously
   enacted Tax Benefits Preservation Plan.

• Board Size. During the Standstill Period, and except as contemplated by the


   Cooperation Agreement, Barnwell agreed that it will not expand the size of the
   Board above five members and shall not establish or maintain an executive
   committee or another committee with similar powers of the Board without each of
   Messrs. Horowitz and Narbut being appointed as a member of such committee.

• Mutual Non-Disparagement. Subject to customary exceptions, the parties to the


   Cooperation Agreement agreed to observe normal and customary non-disparagement
   provisions.

The foregoing summary is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated in its entirety by reference herein.




Item 8.01 Other Events.

At a meeting of the Company's Board of Directors on January 21, 2023, Mr. Kenneth S. Grossman was elected Chairman of the Board.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.  Description



10.1         Cooperation and Support Binding Term Sheet, dated as of January 21,
             2023, by and among Barnwell Industries, Inc., Alexander C. Kinzler
             MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS Advisory
             Group and Ned L. Sherwood

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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