UNDERWRITING AGREEMENT between VIVAKOR, INC. and EF HUTTON DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS VIVAKOR, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2022 • Vivakor, Inc. • Refuse systems • New York
Contract Type FiledFebruary 10th, 2022 Company Industry JurisdictionThe undersigned, Vivakor, Inc., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC, (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementVivakor, Inc. • February 10th, 2022 • Refuse systems
Company FiledFebruary 10th, 2022 IndustryTHIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 202__ (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivakor, Inc., a Nevada corporation (the “Company”), up to ______ shares of common stock, no par value per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Authorization and Agreement • February 12th, 2021 • Vivakor, Inc. • Refuse systems
Contract Type FiledFebruary 12th, 2021 Company Industry
CONSULTING AGREEMENTConsulting Agreement • November 22nd, 2010 • Vivakor, Inc. • Services-commercial physical & biological research • California
Contract Type FiledNovember 22nd, 2010 Company Industry JurisdictionTHIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective the 18th day of October 2010 by and between Blake Holden (the “Consultant”), whose principal place of business ________________________ , and Vivakor, Inc (VIVK) (the “Client”) whose principal place of business is 5450 NE 12th Ave Pleasant Hill, Iowa 50327.
LIMITED LIABILITY COMPANY AGREEMENT OF VIVA WEALTH FUND I, LLCLimited Liability Company Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledApril 12th, 2021 Company Industry JurisdictionTHE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH IN THIS AGREEMENT.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 14th, 2022 • Vivakor, Inc. • Refuse systems • Utah
Contract Type FiledJune 14th, 2022 Company Industry JurisdictionTHIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2022 (“Effective Date”), by and between Vivakor, Inc., a Nevada corporation (the “Company”), and Matthew Nicosia (the “Executive”).
LIMITED LIABILITY COMPANY AGREEMENT OF International Metals Exchange, LLCLimited Liability Company Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledApril 12th, 2021 Company Industry JurisdictionTHE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH IN THIS AGREEMENT.
LIMITED LIABILITY COMPANY AGREEMENT OF VIVAVENTURES UTS I, LLC, a Delaware limited liability companyLimited Liability Company Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Delaware
Contract Type FiledApril 12th, 2021 Company Industry JurisdictionThis Limited Liability Company Agreement (this “Agreement”) is effective as of September 24, 2015 by and among VIVAVENTURES MANAGEMENT COMPANY, INC., a Nevada corporation (“VVMCI”), as a Member (as defined below herein) and as the Manager (as defined below herein), and such other Persons who have been or may be admitted to the Company from time to time as Members (as defined below herein) and set forth in Exhibit A hereto (all of the foregoing (including VVMCI) together, collectively, the “Members” and each of them, individually, a “Member”). Certain capitalized terms used herein have the meanings set forth in Section 2.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2024 • Vivakor, Inc. • Refuse systems • Texas
Contract Type FiledAugust 1st, 2024 Company Industry JurisdictionThis SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2024, is entered into by and between Vivakor, Inc., a Nevada corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2024 • Vivakor, Inc. • Refuse systems
Contract Type FiledAugust 1st, 2024 Company IndustryTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2024, by and between VIVAKOR, INC., a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the STRATA Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • California
Contract Type FiledApril 12th, 2021 Company Industry JurisdictionThis Intellectual Property Agreement (the “Agreement”) is hereby entered into effective as of May 15th, 2020 (the “Effective Date”), by and between, VivaVentures Precious Metals, LLC, a Nevada limited liability company (“VivaVentures”) and Vivakor, Inc., a Nevada corporation (“Vivakor” and together with VivaVentures, the “Licensees”) on the one hand, and of Bill Ison (“Ison”) and Vaporetek Holdings, LLC an unincorporated entity (“Vaporetek” and together with Ison, the “Licensor”). The Licensees and the Licensor may each be referred to herein as a “Party” and together as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research • California
Contract Type FiledNovember 16th, 2009 Company Industry JurisdictionESCROW AGREEMENT (this “Agreement”), dated as of October 1, 2009 by and between Christopher A. Wilson, a licensed attorney in the State of California (State Bar No. 130770) (“Escrow Agent”), and each of Vivakor, Inc., a Nevada corporation (“Vivakor”) and Newport Capital Management, LLC (“Newport”). Newport and Vivakor are collectively referred to as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among JORGAN DEVELOPMENT, LLC and JBAH HOLDINGS, LLC, as Sellers and VIVAKOR, INC. as Purchaser March 21, 2024Membership Interest Purchase Agreement • March 25th, 2024 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledMarch 25th, 2024 Company Industry JurisdictionThis MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 21, 2024 (the “Execution Date”) by and among JORGAN DEVELOPMENT, LLC, a Louisiana limited liability company (“Jorgan”) and JBAH HOLDINGS, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”, and individually, each a “Seller”), as the equity holders of ENDEAVOR CRUDE, LLC f/k/a Meridian Transport, LLC, a Texas limited liability company (“Endeavor”), EQUIPMENT TRANSPORT, LLC, a Pennsylvania limited liability company (“ET”), MERIDIAN EQUIPMENT LEASING, LLC, a Texas limited liability company (“MEL”), and SILVER FUELS PROCESSING, LLC, a Texas limited liability company (“SFP” and, together with Endeavor, ET, and MEL, the “Companies”, and individually, each a “Company”), and VIVAKOR, INC., a Nevada corporation (“Purchaser”). Sellers and Purchaser may each be referred to herein as a “Party”, or collectively, as the “Parties.”
AGREEMENT REGARDING ASSETSAgreement Regarding Assets • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledApril 12th, 2021 Company Industry JurisdictionThis AGREEMENT REGARDING ASSETS (this “Agreement”) is entered into as of December 3, 2018, by and among VivaSphere, Inc., a Nevada corporation, (“VivaSphere”), Vivakor, Inc. (“Vivakor”), Quantumsphere Inc. (“Quantumsphere”), and Novus Capital Group, LLC (“Novus”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research • Nevada
Contract Type FiledNovember 16th, 2009 Company Industry JurisdictionTHIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of August 21, 2009 (the “Effective Date”) by and among Vivakor, Inc., a Nevada corporation (the “Seller” or “Company”), and IME Capital, LLC (the “Investor”).
SUB-CONTRACT AGREEMENT FORSub-Contract Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems
Contract Type FiledApril 12th, 2021 Company IndustryThis SUB-CONTRACT AGREEMENT ("AGREEMENT") for oily sludge material remediation services is made and entered into as on 07/12/2019 (the "Effective Date"), by and between:
SUB-CONTRACT AGREEMENT FOR Remediation of oily sludge material in KOC SEK Fields {Lot - C) BETWEEN HERA AG AND VIVAKOR-ME (SUB-CONTRACT No. ) SUB- CONTRACT AGREEMENTSub-Contract Agreement • July 2nd, 2021 • Vivakor, Inc. • Refuse systems
Contract Type FiledJuly 2nd, 2021 Company IndustryThis SUB-CONTRACT AGREEMENT ("AGREEMENT") for oily sludge material remediation services is made and entered into as on 07/12/2019 (the "Effective Date"), by and between:
PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENTExtension Agreement • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research
Contract Type FiledNovember 16th, 2009 Company IndustryTHIS AGREEMENT is by and between Newport Capital Management, LLC (hereinafter referred to as “Investor”), and Vivakor, Inc., a Nevada Corporation (hereinafter referred to as the “Holder”), and shall have an effective date of October 19, 2009.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 25th, 2024 • Vivakor, Inc. • Refuse systems
Contract Type FiledMarch 25th, 2024 Company IndustryThis LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], 2024, by and between Vivakor, Inc. (the “Company”) and the undersigned holder of shares of the Company’s common stock (the “Holder” and, together with the Company, the “Parties”). For all purposes of this Agreement, “Holder” includes any affiliate or controlling person of Holder, and any other agent, representative or other person with whom Holder is acting in concert.
RESTATED WORKING INTEREST AGREEMENT BY AND BETWEENWorking Interest Agreement • February 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledFebruary 12th, 2021 Company Industry JurisdictionTHIS RESTATED WORKING INTEREST AGREEMENT (this “Agreement”) is dated as of August 31, 2020 and effective as of November 6, 2017 by and between VIVAVENTURES ENERGY GROUP, INC., a Nevada corporation (the “Company”), and VIVAVENTURES ROYALTY II, LLC, a Nevada limited liability company (“Working Interest Holder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 18th, 2024 • Vivakor, Inc. • Refuse systems • California
Contract Type FiledJune 18th, 2024 Company Industry JurisdictionTHIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2024 (“Effective Date”), by and between Vivakor, Inc., a Nevada corporation (the “Company”), and Tyler Nelson, an individual (the “Executive”).
SERVICES AGREEMENTServices Agreement • December 20th, 2021 • Vivakor, Inc. • Refuse systems
Contract Type FiledDecember 20th, 2021 Company IndustryThis Services Agreement (this “Agreement”) is entered into this __ day of December 2021 (the “Effective Date”) by and between AL DALI INTERNATIONAL CO., a company organized under the laws of Kuwait (“DIC”), and VIVAKOR, INC. a company organized under the laws of the USA, and its subsidiary, Vivaventures Energy Group, Inc., a company organized under the laws of the USA (“VIVAKOR”). DIC and VIVAKOR are each referred to as a “Party” and collectively as the “Parties.”
FIRST AMENDED AND RESTATED MASTER NETTING AGREEMENTMaster Netting Agreement • March 25th, 2024 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledMarch 25th, 2024 Company Industry JurisdictionThis FIRST AMENDED AND RESTATED MASTER NETTING AGREEMENT (this “Agreement”) dated effective as of [●], 2024 (the “Effective Date”), is by and between JORGAN DEVELOPMENT, LLC, a Louisiana limited liability company (“Jorgan”), JBAH Holdings, LLC, a Texas limited liability company (“JBAH”), SILVER FUELS DELHI, LLC, a Louisiana limited liability company (“SFD”), WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company (“WCCC”), ENDEAVOR CRUDE, LLC, a Texas limited liability company (“Endeavor”), MERIDIAN EQUIPMENT LEASING, LLC, a Texas limited liability company (“MEL”), SILVER FUELS PROCESSING, LLC, a Texas limited liability company (“SFP”), WHITE CLAW CRUDE, LLC, a Texas limited liability company (“WCC”), CPE GATHERING MIDCON, LLC, a Delaware limited liability company (“Omega”), and VIVAKOR, INC., a Nevada corporation (“Vivakor”). Each and every of the foregoing parties are hereby referred to individually as a “Party” or collectively as the “Parties”.
LEASE AGREEMENTLease Agreement • March 15th, 2022 • Vivakor, Inc. • Refuse systems • Utah
Contract Type FiledMarch 15th, 2022 Company Industry JurisdictionThis Lease Agreement (this “Lease”) is made as of the 9th day of March 2022 (the “Effective Date”) by and between Tar Sands Holdings II, LLC, a Utah limited liability company, having an address at 6440 S. Wasatch Blvd., Suite 105, Salt Lake City, UT 84121 (“Landlord”) and Vivakor Inc, a Nevada corporation having an address at 433 W Lawndale Drive South Salt Lake, UT 84115 (“Tenant”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 7th, 2024 • Vivakor, Inc. • Refuse systems • Delaware
Contract Type FiledJune 7th, 2024 Company Industry JurisdictionTHIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of June 3, 2024 (the “Agreement”), between VIVAKOR, INC., a Nevada corporation (the “Company”), and Michael Thompson, an individual residing in the State of Idaho (“Director”).
PARENT VOTING AND SUPPORT AGREEMENTParent Voting and Support Agreement • March 1st, 2024 • Vivakor, Inc. • Refuse systems • Delaware
Contract Type FiledMarch 1st, 2024 Company Industry JurisdictionThis Voting Agreement (this “Agreement”), dated as of [●], 2024, is by and among Vivakor, Inc., a Nevada corporation (“Parent”), Empire Diversified Energy Cop., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”, and collectively, the “Stockholders”).
EXECUTIVE EMPLOYMENT AGREEMENTLock-Up Agreement • July 2nd, 2024 • Vivakor, Inc. • Refuse systems • Texas
Contract Type FiledJuly 2nd, 2024 Company Industry JurisdictionThis EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated effective June 26, 2024 (the “Effective Date”), is by and between Vivakor, Inc., a Nevada corporation (the “Company”), and PATRICK M. KNAPP, an individual domiciled in Dallas County, Texas (the “Executive”). The Company and Executive may herein be referred to individually as a “Party” or collectively as the “Parties”.
FORM OF RPC EQUIPMENT LEASE AGREEMENTRPC Equipment Lease Agreement • July 28th, 2023 • Vivakor, Inc. • Refuse systems
Contract Type FiledJuly 28th, 2023 Company IndustryThis RPC Equipment Lease Agreement (this “Agreement”) is entered into as of June 26, 2023 (the “Effective Date”) between Viva Wealth Fund I, LLC, a Nevada limited liability company (“Lessor” or the “Company”), and VivaVentures Remediation Corp., a Texas corporation, a wholly-owned subsidiary of Vivakor, Inc., a Nevada corporation (“Lessee”). Lessor and Lessee may sometimes be referred to herein, collectively, as the “Parties” or, individually, as a “Party”.
FORM OF ASSIGNMENT OF MEMBER INTERESTAssignment of Member Interest • June 22nd, 2022 • Vivakor, Inc. • Refuse systems
Contract Type FiledJune 22nd, 2022 Company IndustryThis ASSIGNMENT OF MEMBER INTEREST (this "Assignment") dated effective ___ _____, 2022 (the "Effective Date") is by and between JORGAN DEVELOPMENT, LLC, a Louisiana limited liability company, and JBAH HOLDINGS, LLC, a Texas limited liability company ("Assignors"), and VIVAKOR, INC., a Nevada corporation ("Assignee"). Assignors and Assignee may be referred to herein individually as a "Party" and collectively as the "Parties".
VIVAKOR, INC.Incentive Stock Option Agreement • June 18th, 2024 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledJune 18th, 2024 Company Industry JurisdictionVivakor, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (“Shares”) to the Optionee named below. The terms and conditions of the Option are set forth in this cover sheet, in the attachment and in the Company’s 2021 Equity Incentive Plan (the “Plan”).
PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENTPromissory Note Modification • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research
Contract Type FiledNovember 16th, 2009 Company IndustryTHIS AGREEMENT is by and between IME Capital, LLC (hereinafter referred to as “Investor”), and Vivakor, Inc., a Nevada Corporation (hereinafter referred to as the “Holder”), and shall have an effective date of October 20, 2009.
Schedule No. 002, dated May 23, 2023RPC Equipment Lease Agreement • July 28th, 2023 • Vivakor, Inc. • Refuse systems
Contract Type FiledJuly 28th, 2023 Company IndustryThis Schedule hereby fully incorporates by reference that certain Master Agreement No. 1462 dated December 28, 2021 (the “Master Agreement”) between Maxus Capital Group, LLC, as Lessor, and White Claw Colorado City, LLC, as Lessee, and Jorgan Development, LLC, as Co-Lessee.
LAND LEASE AGREEMENTLand Lease Agreement • December 21st, 2022 • Vivakor, Inc. • Refuse systems • Texas
Contract Type FiledDecember 21st, 2022 Company Industry JurisdictionThis Land Lease Agreement (“Lease”) is made effective as of the 15th day of December, 2022 (the “Effective Date”), between W & P DEVELOPMENT CORPORATION, a Texas corporation, hereinafter referred to as “Landlord,” and VIVAVENTURES REMEDIATION CORP., a Texas corporation, hereinafter referred to as “Tenant.”
FORM OF RELEASE AGREEMENTRelease Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
Contract Type FiledJune 22nd, 2022 Company Industry JurisdictionTHIS RELEASE AGREEMENT (this “Agreement”), dated as of _____ [ ], 2022, is made by and among Vivakor, Inc. (“Vivakor”) and Jorgan Development, LLC (“Jorgan”) and JBAH Holdings, LLC, (“JBAH” and, together Jorgan, the “Seller Parties”, and each individually a “Seller Party”). Vivakor and Seller Parties are herein referred to collectively as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not defined herein have the meanings ascribed to them in the MIPA (as hereinafter defined).
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • February 12th, 2021 • Vivakor, Inc. • Refuse systems
Contract Type FiledFebruary 12th, 2021 Company IndustryTHIS FIRST AMENDMENT TO OPTION AGREEMENT (“First Amendment”) is entered into effective as of the 3rd day of September, 2019 (“First Amendment Effective Date”), by and between Tar Sands Holdings II, LLC, a Utah limited liability company (“Tar Sands”) and Vivakor, Inc., a Nevada corporation (“Vivakor”). Tar Sands and Vivakor may be referred to herein individually as a “Party” and collectively as “Parties”.