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”).
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, 2024Merger Agreement • 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.
Form of Lock-Up AgreementLock-Up Agreement • March 1st, 2024 • Vivakor, Inc. • Refuse systems
This LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and among Vivakor, Inc., a Nevada corporation (the “Parent”), and the equityholders designated as Company Equityholders on Schedule A hereto (collectively, the “Lock-Up Equityholders” and together with Parent, the “Parties” and each individually a “Party”). Terms used herein and not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • March 1st, 2024 • Vivakor, Inc. • Refuse systems • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), made as of the __ day of __________, 2024, by and among Vivakor, Inc., a Nevada corporation (“Parent”), Empire Diversified Energy, Inc., a Delaware corporation (the “Company” and together with Parent, the “Parties”), and [●] (the “Escrow Agent”).
