Vivakor, Inc. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2025 • Vivakor, Inc. • Refuse systems
This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).
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
The 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2024 • Vivakor, Inc. • Refuse systems
THIS 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”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • February 10th, 2022 • Vivakor, Inc. • Refuse systems
THIS 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2024 • Vivakor, Inc. • Refuse systems • Texas
This 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 17th, 2025 • Vivakor, Inc. • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2025 between VIVAKOR INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
STRATA PURCHASE AGREEMENTStrata Purchase Agreement • August 1st, 2024 • Vivakor, Inc. • Refuse systems • New York
THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of July 26, 2024, by and between VIVAKOR, INC., a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”).
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Agreement • February 12th, 2021 • Vivakor, Inc. • Refuse systems
CONSULTING AGREEMENTConsulting Agreement • November 22nd, 2010 • Vivakor, Inc. • Services-commercial physical & biological research • California
THIS 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.
LOAN AGREEMENTLoan Agreement • March 21st, 2025 • Vivakor, Inc. • Refuse systems • Utah
This Loan Agreement (this “Agreement”) is dated as of March 17, 2025 (the “Agreement Date”) and is made and entered into between Vivakor Inc., a Nevada corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).
LIMITED LIABILITY COMPANY AGREEMENT OF VIVA WEALTH FUND I, LLCLimited Liability Company Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
THE 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
THIS 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 31st, 2025 • Vivakor, Inc. • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2025 between VIVAKOR INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PARENT VOTING AND SUPPORT AGREEMENTVoting Agreement • March 1st, 2024 • Vivakor, Inc. • Refuse systems • Delaware
This 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 AGREEMENTExecutive Employment Agreement • November 15th, 2024 • Vivakor, Inc. • Refuse systems • Texas
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated effective October 1, 2024 (the “Effective Date”), is by and between Vivakor ADMINISTRATION, LLC, a Texas limited liability company (the “Company”), and JEREMY GAMBOA, an individual domiciled in Harrison County, Texas (the “Executive”). The Company and Executive may herein be referred to individually as a “Party” or collectively as the “Parties”.
LIMITED LIABILITY COMPANY AGREEMENT OF International Metals Exchange, LLCLimited Liability Company Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
THE 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
This 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.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT VIVAKOR, INC.Pre-Funded Common Stock Purchase Warrant • October 17th, 2025 • Vivakor, Inc. • Refuse systems
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivakor, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
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 • October 7th, 2024 • Vivakor, Inc. • Refuse systems • Nevada
This 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.”
LOCK-UP AGREEMENTLock-Up Agreement • October 7th, 2024 • Vivakor, Inc. • Refuse systems
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of October 1, 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 27th, 2025 • Vivakor, Inc. • Refuse systems • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2025 between VIVAKOR INC., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 7th, 2024 • Vivakor, Inc. • Refuse systems • Delaware
THIS 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”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems • California
This 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
ESCROW 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.”
AGREEMENT REGARDING ASSETSAgreement Regarding Assets • April 12th, 2021 • Vivakor, Inc. • Refuse systems • Nevada
This 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
THIS 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”).
EXHIBIT A (see attached) NOTELoan Agreement • November 15th, 2024 • Vivakor, Inc. • Refuse systems
FOR VALUE RECEIVED, the undersigned (the “Borrower”), HEREBY PROMISES TO PAY to the order of Cedarview Opportunities Master Fund LP, a Delaware limited partnership the (“Lender”), on or before the Maturity Date (as such term is defined in the Loan Agreement (as defined below)), the principal sum of THREE MILLION SIX HUNDRED SEVENTY THOUSAND ONE HUNDRED AND SIXTY and 77/100 Dollars ($3,670,160.77) in accordance with the terms and provisions of that certain Loan and Security Agreement, dated as of the date hereof, by and among the Borrower, VivaVentures Management Company, Inc., a Nevada corporation, VivaVentures Oil Sands, Inc., a Utah corporation, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City LLC, a Texas limited liability company, VivaVentures Remediation Corporation, a Texas corporation, and VivaVentures Energy Group, Inc., a Nevada corporation, Endeavor Crude, LLC, a Texas limited liability company, Equipment Transport, LLC, a Pennsylvania
EXHIBIT C-2 Borrower Security AgreementPledge Agreement • November 15th, 2024 • Vivakor, Inc. • Refuse systems • Utah
WHEREAS, the Borrower has entered into that certain Loan and Security Agreement, dated as of the date hereof (as it may hereafter be modified, supplemented, extended, or renewed and in effect from time to time, the “Loan Agreement”) by and among the Borrower, VivaVentures Management Company, Inc., a Nevada corporation, VivaVentures Oil Sands, Inc., a Utah corporation, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City LLC, a Texas limited liability company, VivaVentures Remediation Corporation, a Texas corporation, VivaVentures Energy Group, Inc., a Nevada corporation, Endeavor Crude, LLC, a Texas limited liability company, Meridian Equipment Leasing LLC, a Texas limited liability company and Silver Fuels Processing LLC, a Texas limited liability company (each, a “Guarantor” and, collectively, the “Guarantors”), the Agent and the other Lenders party thereto;
SUB-CONTRACT AGREEMENT FORSub-Contract Agreement • April 12th, 2021 • Vivakor, Inc. • Refuse systems
This 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
This 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:
Exhibit A-2 to Loan Agreement Second Amendment Junior Secured Convertible NoteJunior Secured Convertible Note • July 21st, 2025 • Vivakor, Inc. • Refuse systems • Utah
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.
PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENTPromissory Note Modification and Extension Agreement • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research
THIS 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.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT VIVAKOR, INC.Pre-Funded Common Stock Purchase Warrant • October 31st, 2025 • Vivakor, Inc. • Refuse systems
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivakor, Inc., a Nevada corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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 AND SECURITY AGREEMENT Dated as of October 31, 2024 by and among VIVAKOR, INC., As the Borrower, VIVAVENTURES MANAGEMENT COMPANY, INC., VIVAVENTURES OIL SANDS, INC., SILVER FUELS DELHI, LLC, WHITE CLAW COLORADO CITY LLC, VIVAVENTURES REMEDIATION...Loan and Security Agreement • November 7th, 2024 • Vivakor, Inc. • Refuse systems • Utah
This Loan and Security Agreement, dated as of October 31, 2024 (this “Agreement”), is made among Vivakor, Inc., a Nevada corporation (the “Borrower”), VivaVentures Management Company, Inc., a Nevada corporation, VivaVentures Oil Sands, Inc., a Utah corporation, Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City LLC, a Texas limited liability company, VivaVentures Remediation Corporation, a Texas corporation, and VivaVentures Energy Group, Inc., a Nevada corporation, Endeavor Crude, LLC, a Texas limited liability company, Meridian Equipment Leasing LLC, a Texas limited liability company, Silver Fuels Processing LLC, a Texas limited liability company (each, a “Guarantor” and, collectively, the “Guarantors”), Cedarview Capital Management, LLC, a Delaware limited liability company (the “Agent”), and each of the lenders initially a signatory hereto together with their successors and assignees under Section 10.8 (the “Lenders”).
ContractSide Letter for Additional Compensation • October 7th, 2024 • Vivakor, Inc. • Refuse systems
Ballengee Holdings, LLC James Ballengee Manager 5220 Spring Valley Road, Ste. 520 Dallas, Texas 75254 (p) (318) 469-3084 (e) jballengee@ballengeeholdings.com