MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among JORGAN DEVELOPMENT, LLC and JBAH HOLDINGS, LLC, as Sellers and VIVAKOR, INC. as Purchaser June 15, 2022Membership Interest Purchase Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into on June 15, 2022 (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 SILVER FUELS DELHI, LLC, a Louisiana limited liability company ("SFD") and WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company ("WCCC" and, together with SFD, 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."
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".
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).
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".
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".
FORM OF PLEDGE AGREEMENTPledge Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
THIS PLEDGE AGREEMENT (“Agreement”) is made and effective as of ___ __, 2022 by and between VIVAKOR, INC. (the “Pledgor”), and ________ (the “Secured Party”).
FORM OF GUARANTY AGREEMENTGuaranty Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
This Guaranty Agreement (this "Guaranty") dated effective _____ [ ], 2022, by _____, LLC, a ______ limited liability company ("Guarantor"), to and for the benefit of 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"). Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Purchase Agreement as described below.
CRUDE PETROLEUM SUPPLY AGREEMENTCrude Petroleum Supply Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Texas
This Crude Petroleum Supply Agreement (this "Agreement") dated January 1, 2021 (the "Effective Date"), is by and between WHITE CLAW CRUDE, LLC, a Texas limited liability company ("White Claw"), and SILVER FUELS DELHI, LLC, a Louisiana limited liability company ("SFD"). White Claw and SFD may hereinafter be referred to individually as a "Party" or collectively as the "Parties".
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
This LOCK-UP AGREEMENT (this “Lock-Up Agreement”) is made and entered into as of [●], 2022, 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.
FORM OF SECURED PROMISSORY NOTESecured Promissory Note • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Nevada
FOR VALUE RECEIVED, VIVAKOR, INC., a corporation organized and existing under the laws of the State of Nevada (the “Issuer”), hereby promises to pay to the order of _______, a limited liability company organized and existing under the laws of the State of _____ (together with its successors or assigns, the “Holder”), the principal amount of ____________ United States Dollars ($_______________), together with all accrued interest due thereon, in each case pursuant to and in accordance with the provisions of Sections 2.2 and 2.3, on or before 5:00 p.m. (central time) on the earlier to occur of (a) ____, 2025 and (b) the date on which the Holder declares the amounts owed hereunder to be immediately due and payable following the occurrence of an Event of Default in accordance with the provisions of Section 6 (such earlier date being hereinafter referred to as the “Maturity Date”). This Promissory Note, as may be amended or supplemented from time to time, shall be referred to herein as the
FORM OF SHARED SERVICES AGREEMENTShared Services Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems • Texas
This SHARED SERVICES AGREEMENT (this "Agreement") dated ______ , 2022 (the "Effective Date"), is by and between ENDEAVOR CRUDE, LLC, a Texas limited liability company ("Service Provider"), Silver Fuels Delhi LLC, a Louisiana limited liability company and White Claw Colorado City, LLC, a Texas limited liability company (each a "Service Recipient", together, the "Service Recipients") and Vivakor, Inc., a Nevada corporation (the "Company"). Service Provider, the Service Recipients and the Company are sometimes referred to herein as a "Party" or collectively as the "Parties."
FORM OF FIRST AMENDMENT TO CRUDE PETROLEUM SUPPLY AGREEMENTCrude Petroleum Supply Agreement • June 22nd, 2022 • Vivakor, Inc. • Refuse systems
This FIRST AMENDMENT TO CRUDE PETROLEUM SUPPLY AGREEMENT (this "Amendment") dated effective this ____. __, 2022 (the "Amendment Date") is by and between SILVER FUELS DELHI, LLC, a Louisiana limited liability company ("SFD"), and WHITE CLAW CRUDE, LLC, a Texas limited liability company ("White Claw"). Capitalized terms used but not defined here shall have the meanings set forth in that certain Crude Petroleum Supply Agreement dated effective January 1, 2021, by and between SFD and White Claw (the "Agreement").
