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:
Form of Representative’s Warrant AgreementVivakor, Inc. • February 10th, 2022 • 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).
LOAN AUTHORIZATION AND AGREEMENT (LA&A)Loan Authorization and 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.
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”).
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.
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.”
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
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.”
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”).
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:
PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENTExtension 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.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 25th, 2024 • Vivakor, Inc. • Refuse systems
This 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
THIS 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”).
SERVICES AGREEMENTServices Agreement • December 20th, 2021 • Vivakor, Inc. • Refuse systems
This 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
This 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
This 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”).
PARENT VOTING AND SUPPORT AGREEMENTParent Voting and Support 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”).
FORM OF RPC EQUIPMENT LEASE AGREEMENTRPC Equipment Lease Agreement • July 28th, 2023 • Vivakor, Inc. • Refuse systems
This 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
This 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".
PROMISSORY NOTE MODIFICATION AND EXTENSION AGREEMENTPromissory Note Modification • November 16th, 2009 • Vivakor, Inc. • Services-commercial physical & biological research
THIS 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
This 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
This 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
THIS 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
THIS 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”.
OIL STORAGE AGREEMENTOil Storage Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Texas
This OIL STORAGE AGREEMENT (this "Agreement") dated effective January 1, 2021 (the "Effective Date") is by and between WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company ("Operator"), and WHITE CLAW CRUDE, LLC, a Texas limited liability company ("Shipper"). Operator and Shipper may hereinafter be referred to individually as a "Party" or collectively as the "Parties".
OPTION AGREEMENTOption Agreement • February 12th, 2021 • Vivakor, Inc. • Refuse systems • Utah
This Option Agreement (this "Agreement"), dated as of July 9th, 2019 (the "Effective Date"), is entered into between Tar Sands Holdings II, LLC, a Utah limited liability company ("Optionor''), and Vivakor, Inc., a Nevada corporation ("Optionee").
FORM OF MASTER NETTING AGREEMENTMaster Netting Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
This MASTER NETTING AGREEMENT (this "Agreement") dated effective as of ___ _, 2022 (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"), WHITE CLAW CRUDE, LLC, a Texas limited liability company ("WCC"), ENDEAVOR CRUDE, LLC, a Texas limited liability company ("Endeavor"), VIVAKOR, INC., a Nevada corporation ("Vivakor"), SILVER FUELS DELHI, LLC, a Louisiana limited liability company ("SFD"), and WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company ("WCCC"). Each and every of the foregoing parties are hereby referred to individually as a "Party" or collectively as the "Parties".
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 25th, 2008 • Vivakor, Inc. • Nevada
THIS PLEDGE AND SECURITY AGREEMENT (this "Agreement") is made as of September 30, 2008, by and among Vivakor; Inc., a Nevada corporation (the "Pledgor"), in favor of Rico Italia Investments, Inc., a Nevada corporation (the "Lender"),
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 10th, 2020 • Vivakor, Inc. • Services-commercial physical & biological research • California
This Intellectual Property Agreement (the “Agreement”) is hereby entered into effective as of September 30, 2020 (the “Effective Date”), by and between, BGreen, LLC, a Utah limited liability company (“BGRE”, the “Licensor”) and Vivakor, Inc., a Nevada corporation (“Vivakor”, the “Licensee”). The Licensee and the Licensor may each be referred to herein as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among VIVAKOR, INC., a Nevada corporation EMPIRE ENERGY ACQUISITION CORP., a Delaware corporation and EMPIRE DIVERSIFIED ENERGY, INC., a Delaware corporation February 26, 2024Agreement and Plan of Merger • March 1st, 2024 • Vivakor, Inc. • Refuse systems • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 26, 2024 (as may be amended from time to time, this “Agreement”), by and among Vivakor, Inc., a Nevada corporation (“Parent”), Empire Energy Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Parent Entities”), and Empire Diversified Energy, Inc., a Delaware corporation (the “Company” and collectively with Parent and Merger Sub, the “Parties”). Capitalized terms used in this Agreement have the meanings specified in Section 9.01 or elsewhere in this Agreement.
