Vivakor, Inc. (Form: 8-K, Received: 06/22/2022 16:53:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2022

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-41286	26-2178141
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

4101 North Thanksgiving Way

Lehi, UT 84043

(Address of principal executive offices)

(949) 281-2606

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VIVK		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, including the closing of the Membership Interest Purchase Agreement disclosed below, and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law.

ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT.

Membership Interest Purchase Agreement

On June 15, 2022 (the “Execution Date”), Vivakor, Inc., (the “Company”) entered into a Membership Interest Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 (the “MIPA”), with 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"), 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" ) whereby, at closing, subject to the conditions set forth in the MIPA, the Company will acquire all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and WCCC wholly owned subsidiaries of the Company. The purchase price for the Membership Interests is approximately $37.4 million, subject to post-closing adjustments, payable by the Company in a combination of shares of the Company’s common stock, secured three-year promissory notes made by the Company in favor of the Sellers, in the form of Exhibit 4.1 hereto (the “Notes”), and the assumption of certain liabilities of SFD and WCCC. The shares of the Company’s common stock and the Notes will have an aggregate value of approximately $32,942,939. Closing of the MIPA is anticipated to be completed within 30 days of the Execution Date.

At closing, the Company will issue to the Sellers, shares of the Company’s common stock in an amount equal to 19.99% of the number of issued and outstanding shares of the Company’s common stock immediately prior to issuance, valued at the volume-weighted average price for the Company’s common stock on Nasdaq during the five trading days immediately preceding the closing date (the "Purchaser Stock Consideration"). The Notes will be issued in the aggregate original principal amount equal to the positive difference between (i) $32,942,939 (as may be adjusted) and (ii) the value of the Purchaser Stock Consideration. Sellers will enter into 18-month lock-up agreements in the form of Exhibit 10.5 hereto, at closing with regard to the Purchaser Stock Consideration (the “Lock-up Agreements”).

The purchase price is based on the assumption that the net working capital of SFD and WCCC, in the aggregate and as of closing will be equal to $150,000 (the "Target Working Capital Amount"). If the aggregate net working capital of SFD and WCCC is lower than the Target Working Capital Amount (a “Working Capital Deficit”) then the purchase price will be decreased by an amount equal to the Working Capital Deficit. If the aggregate net working capital of SFD and WCCC is higher than the Target Working Capital Amount (a “Working Capital Surplus”) then the purchase price will be increased by an amount equal to the Working Capital Surplus. The amount of any Working Capital Deficit will be payable by Sellers to the Company by reducing the aggregate principal amount of the Notes and the amount of any Working Capital Surplus will be payable by the Company to Sellers by increasing the aggregate principal amount of the Notes.

Under the MIPA, the Company has committed to make the Threshold Payment Amount to Sellers on or before the 18-month anniversary of the closing date. "Threshold Payment Amount" means an amount remitted to Sellers, collectively, equal to $16,471,469.50, solely and exclusively as the sum of (a) any payments of principal to Sellers under the Notes, whether in cash or unrestricted common stock, and (b) the value of any other unrestricted common stock issued to Sellers, including any Purchaser Stock Consideration which may become unrestricted common stock. The Threshold Payment is subject to adjustment in connection with any working capital or similar adjustments to the purchase price.

Notwithstanding any provision to the contrary contained in the MIPA or any other transaction document, prior to Sellers' receipt of the Threshold Payment Amount, upon a Seller exercising its rights pursuant to a Pledge Agreement among the Company and the Seller in accordance with its terms, the Company and the Sellers have agreed that, in the event of a breach of the terms of the MIPA, the Notes, or the Pledge Agreement, the sole and exclusive remedy of the parties will be to unwind the MIPA transaction (the “Unwinding”). In any such Unwinding, the Membership Interest will be transferred to Sellers and Sellers will assign and transfer to the Company, the number of shares of common stock of the Company constituting the Purchaser Stock Consideration and any other amounts (the “Pre-Payment Amounts”) paid to Sellers by the Company above and beyond the monthly amounts required to be paid to Sellers under the Notes. Any such Pre-Payment Amounts shall be returned to the Company (i) in cash, if originally remitted to Sellers in cash, (ii) in Company common stock, if originally remitted to Sellers in Company common stock, or (iii) to the extent Company common stock was originally remitted to Sellers, but such stock was sold, margined, or hypothecated by Sellers, in cash at the value attributed to such Company common stock at the time of its issuance or transfer to Sellers. Notwithstanding the foregoing, subsequent to the receipt of the Threshold Payment Amount, no Seller shall have any right to initiate an Unwinding.

The Company has agreed to file a registration statement for the resale of the shares of Company common stock issuable to the Sellers within 45 days of the closing under the MIPA and to use its best efforts to have the registration statement declared effective as soon thereafter as is practical.

The MIPA contains customary representations and warranties, pre- and post-closing covenants of each party and customary closing condition.

The principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly basis in an amount equal to the Monthly Free Cash Flow beginning, assuming a closing under the MIPA after July 1, 2022, on August 20, 2022, and continuing thereafter on the twentieth (20^th) calendar day of each calendar month thereafter. Monthly Free Cash Flow means, for any calendar month, an amount equal to the cash proceeds received by SFD and WCCC from the product of (a) the sum of (i) SFD’s and WCCC’s gross revenue (including service revenue, rents, inventory sales and any other revenues agreed upon in writing by the Company and the Sellers ), in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, minus (ii) SFD’s and WCCC’s operating expenses (excluding all interest expense, amortization, and depreciation), selling, general and administrative expenses, capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment, additions to the land/current facilities and pipeline connections) and costs of goods sold, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, plus (iii) the net proceeds of any dispositions of property, plant, equipment or other assets of SFD and WCCC, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, minus (iv) any payments on capital lease obligations of SFD and WCCC, in each case determined in accordance with GAAP and derived from SFD’s and WCCC’s monthly unaudited financial statements prepared in the ordinary course of business, and minus (v) any extraordinary expenses incurred by SFD and WCCC (or by the Company for the benefit of SFD and WCCC) that are approved in writing by the Sellers, multiplied by (b) ninety-nine percent (99%) in the case of Jorgan and one percent (1%) in the case of JBAH; provided, however, that the Monthly Free Cash Flow will be calculated so as to eliminate the effect of: (A) premiums and other payments in excess of principal and accrued interest associated with the retirement of debt (including, without limitation, payments of income taxes incurred in connection therewith); and (B) tax payments or benefits associated with gains or losses on business divestitures in calculating net cash from operating activities.

Without in any way limiting the foregoing, the then outstanding principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be due and payable in full in cash or unrestricted common stock of the Company on or prior to the three-year anniversary of the date of issuance. Subject to the limitations set forth below, the Company will have the right, but not the obligation, to make payments of principal and interest under the Notes on any payment date via physical delivery to the Sellers of shares of the Company’s unrestricted common stock. Any unrestricted common stock delivered to the Sellers will be valued at the volume weighted average price of the Company’s common stock on Nasdaq (or the Company’s then principal trading market) during the five (5) trading days immediately preceding the applicable payment date. Notwithstanding the foregoing, (i) the Company may not issue any shares of unrestricted common stock to the Sellers without first complying with the provisions of Nasdaq Rule 5635(d), (ii) with respect to any payment of Monthly Free Cash Flow, no more than 50% of the amount of such Monthly Free Cash Flow may be paid to the Sellers via delivery of unrestricted common stock without the prior written approval of the Sellers and (iii) no more than 50% of the original principal amount of each of the Notes may be paid to the Sellers via delivery of unrestricted common stock without the prior written approval of the Sellers. Each payment of Monthly Cash Flow pursuant to the Notes (whether in cash, shares of the Company’s unrestricted common stock or any combination of the foregoing) shall be applied to the payment of the obligations of the Company under the Notes as follows: (i) first, to the payment of any costs, expenses or other amounts (other than principal and interest) owed to the Sellers thereunder; (ii) second, to the payment of any and all accrued and unpaid interest; and (iii) thereafter, to the payment of the then outstanding principal amount of the Notes. Subject to the limitations set forth above, the Company may pre-pay the Notes, in whole or in part, in cash or unrestricted common stock without penalty or premium at any time.

Until such time as the Sellers have received the indefeasible payment in full of the Threshold Payment Amount, the timely and full payment of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder shall be secured solely by, and to the extent set forth in, the Pledge Agreements. The Pledge Agreements will terminate upon the earliest to occur of (A) the indefeasible payment in full of all of the Company’s obligations under the Notes and the Pledge Agreements, (B) the indefeasible payment in full to Jorgan and JBAH of the Threshold Payment Amount or (C) following the occurrence and continuance of an event of default thereunder or under the Notes and the exercise by Jorgan and JBAH of their right to effect a transfer of the collateral pursuant to the terms thereof, the execution and/or delivery of the pledged materials by the Company to Jorgan and JBAH in accordance with the Pledge Agreements, in the form of Exhibit 10.2 hereto, and the MIPA.

The timely and full payment of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder are guaranteed solely by, and to the extent set forth in, the Guaranty Agreements, in the form of Exhibit 10.4 hereto, between each of the Sellers and SFD and WCCC.

The Membership Interests will be assigned to the Company by the Sellers at the closing under the MIPA pursuant to Assignment of Membership Agreements in the form of Exhibit 10.6 hereto.

In conjunction with the closing under the MIPA, the Company and the Sellers shall enter into a Release Agreement in the form of Exhibit 10.7 hereto.

In conjunction with the closing under the MIPA, SFD, WCCC and the Company will enter into a Shared Services Agreement, in the form of Exhibit 10.1 hereto, with Endeavor Crude, LLC, a Texas limited liability company affiliated with the Sellers (“Endeavor”), under which Endeavor will provide certain operating and administrative services to SFD and WCCC. Endeavor is presently providing comparable services to SFD and WCCC. The Shared Services Agreement will have a term ending on the earlier of (a) December 31, 2031, (b) an event of default under the Shared Services Agreement, (c) termination at the sole discretion of SFD and WCCC upon thirty (30) days prior written notice to Endeavor, or (d) a change in control of SFD and WCCC.

In conjunction with the closing under the MIPA, SFD, WCCC and the Company (collectively, the “Buyer Group”) will enter into a Master Netting Agreement,in the form of Exhibit 10.3 hereto (the “Netting Agreement”), with Jorgan, JBAH, Endeavor and White Claw Crude, LLC which is hereafter referred to as WC Crude (collectively, the “Seller Group”) under which all amounts owed to the Seller Group by the Buyer Group as a result of all Contracts during a given calendar month (the "Aggregate Amount(s) Owed Seller Group") shall be netted against all amounts owed to Buyer Group by Seller Group as a result of all Contracts during the same calendar month (the "Aggregate Amount(s) Owed Buyer Group"), and the resulting net amount (the "Net Settlement Amount") shall be payable either from Seller Group to Buyer Group (if the Aggregate Amount Owed Buyer Group exceeds the Aggregate Amount Owed Seller Group) or from Buyer Group to Seller Group (if the Aggregate Amount Owed Seller Group exceeds the Aggregate Amount Owed Buyer Group). For purposes of the foregoing, Contracts means the MIPA, the Notes, the Pledge Agreements, the Shared Services Agreement, the Crude Petroleum Supply Agreement dated January 1, 2021, by and between WC Crude and SFD, as amended, and the Oil Storage Agreement dated January 1, 2021, by and between WC Crude, as Shipper, and WCCC, as Operator, as amended. The Net Settlement Amount shall be paid by the owing Group to the other Group by wire transfer on or before the 20th day of the month succeeding the invoiced month. The Netting Agreement will remain in effect until the earlier to occur of (a) an event of default under the Netting Agreement (subject to the discretion of the non-defaulting Group), or (b) the termination of all the Contracts pursuant to their terms and provision, or (c) termination by mutual agreement of the parties; provided, however, that any such termination will not cancel the netting arrangement provided for therein with respect to obligations or transactions which arise prior to the termination date, unless otherwise agreed to in writing by the parties; provided further, that such termination of the Netting Agreement shall not affect the continuing validity or enforcement of obligations owed under the Contracts.

Effective January 1, 2021, WCC, in the capacity of operator, entered into an Oil Storage Agreement with WC Crude, a copy of which is filed herewith as Exhibit 10.8, in the capacity of shipper, under which WC Crude has the right, subject to the payment of service and maintenance fees, to store volumes of crude oil and other liquid hydrcarbons at a certain crude oil and liquid hydrocarbon receipt, storage, blending, throughput and delivery terminal operated by WCCC. Subject to possible termination upon an event of default, the Oil Storage Agreement expires on December 31, 2031.

Effective January 1, 2021, SFD entered into a Crude Petroleum Supply Agreement with WC Crude, a copy of which is filed herewith Exhibit 10.9 (the “Supply Agreement”), under which WC Crude supplies volumes of Crude Petroleum to SFD. Crude Petroleum means merchantable crude oil, condensate, natural gas liquids, and constituent liquid hydrocarbons acceptable to SFD, which may be blended by WC Crude from time to time in WC Crude’s reasonable discretion. WC Crude and SFD will be entering into a First Amendment to the Supply Agreement, in the form of Exhibit 10.10 hereto, in conjunction with the closing under the MIPA. The Supply Agreement, as amended, will provide for the delivery to SFD of a minimum of 1,000 Sourced Barrels per day. Sourced Barrels means barrels purchased directly from WC Crude (“White Claw Barrels”) or from third parties (the “Sourced Parties”) sourced through WC Crude (“Third Party Barrels”). In the event that the price at which SFD resells White Claw Barrels or Third Party Barrels, as applicable, to third parties (the “Third Party Sales Price”) minus the per barrel cost paid by SFD when purchasing barrels from WC Crude or Sourced Parties (the "SFD Margin") is positive, but less than $5.00 per barrel, WC Crude will pay SFD $5.00 minus the SFD Margin, which amount will be multiplied by the number of barrels associated with the sale. In the event the SFD Margin is positive, but greater than $5.00 per barrel, SFD will pay WC Crude a profit sharing payment in the amount equal to 10% of the SFD Margin minus $5.00 per barrel, which amount will be multiplied by the number of barrels associated with the sale. In the event the SFD Margin is negative, WC Crude will pay SFD the sum of the SFD Margin plus $5.00, which amount will be multiplied by the number of barrels associated with the sale. For purposes of the foregoing calculation, the SFD Margin shall be treated as a positive number. If the average Sourced Barrels delivered per month is less than 1,000 Sourced Barrels per day, then WC Crude will pay SFD $5.00 per barrel of the deficient quantity multiplied by the number of days in the applicable month Subject to earlier termination in connection with an event of default, the Supply Agreement, as amended, will remain in effect through and including December 31,2031.

SFD owns and operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana. Under existing agreements, a subsidiary of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase blended crude oil from SFD in amounts up to 60,000 barrels per month. With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month. Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of blended crude oil sold thereunder. At present, SFD is blending and selling approximately 1,400 to 1,700 barrels of blended crude oil on a daily basis. Additionally, the acquisition of SFD would provide the Company with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which has been contaminated by hydrocarbons as well as tank bottom sludge. Management believes SFD’s location in the heart of the Smackover formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.

WCCC owns a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to the Medallion and Wolf pipeline systems if the acquisition of WCCC is successfully completed. Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years. As with SFD, WCCC would provide the Company with the infrastructure to blend and sell oil which has been recovered via a RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.

The foregoing descriptions of the MIPA, the Notes, the Shared Services Agreement, the Pledge Agreements, the Master Netting Agreement, the Guaranty Agreements, the Lock-Up Agreements, the Assignment of Membership Agreements, the Release Agreement, the Oil Storage Agreement and the Crude Petroleum Supply Agreement (including the amendment thereto) do not purport to be complete and are qualified in their entirety by their full text, the forms of which are filed as exhibits to this Current Report on Form 8-K.

ITEM 8.01 OTHER EVENTS.

On June 16, 2022, the Company issued a press release announcing the execution of the MIPA. A copy of the press release is provided as Exhibit 99.1 to this Current Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

· should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to other investors; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and in the Company’s other periodic filings which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit No.		Exhibit

2.1		Membership Interest Purchase Agreement dated as of June 15, 2022, by and among the Registrant, Jorgan Development, LLC and JBAH Holdings LLC

4.1		Form of Secured Promissory Note of Registrant

10.1		Form of Shared Services Agreement among Endeavor Crude, LLC, Silver Fuels Delhi LLC and White Claw Colorado City, LLC

10.2		Form of Pledge Agreement

10.3		Form of Master Netting Agreement among Registrant, Silver Fuels Delhi LLC, White Claw Colorado City, LLC, Jorgan Development, LLC, JBAH Holdings, LLC, Endeavor Crude, LLC and White Claw Crude, LLC

10.4		Form of Guaranty Agreement

10.5		Form of Lock-Up Agreement

10.6		Form of Assignment of Membership Agreement

10.7		Form of Release Agreement

10.8		Oil Storage Agreement dated January 1,2021 by and between White Claw Colorado City, LLC and White Claw Crude, LLC

10.9		Crude Petroleum Supply Agreement dated January 1,2021 by and between White Claw Crude, LLC and Silver Fuels Delhi LLC

10.10		Form of First Amendment to Crude Petroleum Supply Agreement dated January 1,2021 by and between White Claw Crude, LLC and Silver Fuels Delhi LLC

99.1		Press Release of the Registrant dated June 16, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIVAKOR, INC.

Dated: June 22, 2022	By:	/s/ Matthew Nicosia
		Name: Matthew Nicosia
		Title: Chief Executive Officer

EXHIBIT 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

JORGAN DEVELOPMENT, LLC and

JBAH HOLDINGS, LLC,

as Sellers

and

VIVAKOR, INC.

as Purchaser

June 15, 2022

TABLE OF CONTENTS

Article I. DEFINITIONS	1
Article II. PURCHASE AND SALE OF INTERESTS	9
Section 2.1 Purchased and Sale of Interests	9
Article III. PURCHASE PRICE; CLOSING	9
Section 3.1 Purchase Price	9
Section 3.2 Working Capital; Purchase Price Adjustment	10
Section 3.3 Closing	12
Section 3.4 Deliveries of Sellers at Closing	12
Section 3.5 Deliveries of Purchaser at Closing	13
Section 3.6 Withholding	13
Article IV. REPRESENTATIONS AND WARRANTIES OF SELLERS	13
Section 4.1 Organization and Qualification of the Companies	14
Section 4.2 Capitalization of Companies	14
Section 4.3 Capacity; Enforceability	14
Section 4.4 No Conflict	15
Section 4.5 Sufficiency and Condition of Assets; Possession	15
Section 4.6 Litigation and Proceedings	15
Section 4.7 Employees, Independent Contractors and Consultants	15
Section 4.8 Accounts Receivable	15
Section 4.9 Taxes	16
Section 4.10 Governmental Authorities; Consents	16
Section 4.11 Insurance	17
Section 4.12 Material Contracts	17
Section 4.13 Absence of Certain Changes or Events	18
Section 4.14 Financial Statements	19
Section 4.15 Real Property	20
Section 4.16 Environmental	21
Section 4.17 Legal Compliance	21
Section 4.18 Indebtedness	21
Section 4.19 COVID-19; CARES Act	21
Section 4.20 Intellectual Property	22
Section 4.21 Licenses	23
Section 4.22 Brokers’ Fees	23
Section 4.23 Disclosure	23
Section 4.24 Representations of the Sellers	23
Article V. REPRESENTATIONS AND WARRANTIES OF PURCHASER	24
Section 5.1 Organization	24
Section 5.2 Due Authorization	24
Section 5.3 No Conflict	25
Section 5.4 Governmental Authorities; Consents	25
Section 5.5 Brokers	25
Section 5.6 Purchaser Stock Consideration	25
Section 5.7 Litigation and Proceedings	25

Article VI. OTHER COVENANTS	25
Section 6.1 Exchange of Other Payments and Information	25
Section 6.2 Prorations	26
Section 6.3 Amended Forms P-5	26
Section 6.4 Further Assurances	26
Section 6.5 Public Announcements; Confidentiality	26
Section 6.6 Registration Statement	27
Section 6.7 Affiliate Arrangements	28
Section 6.8 Commitment Regarding Company Indemnification Provisions	28
Article VII. TAX MATTERS	28
Section 7.1 Transfer Taxes	28
Section 7.2 Property Taxes	28
Section 7.3 Cooperation on Tax Matters	28
Section 7.4 Tax Returns	29
Article VIII. SURVIVAL; INDEMNIFICATION	29
Section 8.1 Survival	29
Section 8.2 Indemnification by Sellers	29
Section 8.3 Indemnification by Purchaser	30
Section 8.4 Indemnification Procedures	31
Section 8.5 Exclusive Remedy	33
Section 8.6 Tax Treatment of Indemnity Payments	33
Section 8.7 Unwinding	33
Article IX. SETTLEMENT OF DISPUTED MATTERS	34
Section 9.1 Attorneys’ Fees With Respect to Litigation	34
Section 9.2 Governing Law; Jurisdiction and Venue	34
Article X. MISCELLANEOUS	34
Section 10.1 Waiver	34
Section 10.2 Notices	34
Section 10.3 Assignment	35
Section 10.4 Rights of Third Parties	35
Section 10.5 Reliance	35
Section 10.6 Expenses	35
Section 10.7 Captions; Counterparts	36
Section 10.8 Entire Agreement	36
Section 10.9 Severability	36
Section 10.10 Amendments	36
Section 10.11 Currency	36
Section 10.12 Transaction Privilege	36

Exhibits

Exhibit A – Form of Lockup Agreement

Exhibit B – Form of Promissory Notes

Exhibit C – Net Working Capital Sample Calculation

Exhibit D – Form of Master Netting Agreement

Exhibit E – Form of Shared Services Agreement

Exhibit F – Form of Pledge Agreements

Exhibit G – Form of Company Guarantees

Exhibit H – Form of General Release

Schedules

Schedule I – Membership Units of the Company

Schedule II – Purchase Price, Purchaser Stock and Note Consideration Allocation

iii

MEMBERSHIP INTEREST PURCHASE AGREEMENT

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."

RECITALS

WHEREAS, Jorgan owns ninety-nine percent (99%) and JBAH owns one percent (1%) of all of the issued and outstanding limited liability company membership interests in and to SFD and WCCC, respectively (the "Membership Interests"), as set forth on Schedule I;

WHEREAS, Sellers desire to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and accept from Sellers, all of the Membership Interests pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article I.
DEFINITIONS

As used herein, the following terms shall have the following meanings:

"Accounts Receivable" means the accounts receivable of the Companies resulting from goods sold and/or services provided by the Companies prior to the Closing Date.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

"Affiliate" means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise, and its and their respective stockholders, partners, directors, officers, members, managers and employees, and with respect to a particular individual: (i) each other member of such individual’s family who resides with such individual and (ii) any Person that is controlled by one or more members of such individual’s family.

"Agreement" has the meaning specified in the preamble to this Agreement.

"Amended Form P-5" means an amended Form P-5 (Organization Report) and Form P-5O (Organization Report; Officer Listing) filed by Purchasers with the Railroad Commission of Texas on behalf of SFD and WCCC, which shall evidence the change of mailing address, resident agent, officers, owners, and other information of SFD and WCCC from Sellers to Purchaser.

"Assets" means, (i) with respect to SFD, all of the assets owned by SFD, including any and all of SFD's right, title and interest in and to the Delhi Terminal and its related equipment, fixtures, real property, and other related tangible personal property necessary or advisable for its efficient operation, and (ii) with respect to WCCC, all of the assets owned by WCCC, including any and all of WCCC's right, title and interest in and to the China Grove Station and its related equipment, fixtures, real property, and other related tangible personal property necessary or advisable for its efficient operation.

"Assignment of Membership Interests" has the meaning specified in Section 3.4(b).

"Basket Amount" has the meaning specified in Section 8.2(b).

"Business" means, as applicable, (a) with respect to SFD, the operation of a liquid storage and blending terminal for the purchase, sale, receipt, storage, tanking, blending, and transportation of Hydrocarbons in or near Delhi, Louisiana, (b) with respect to WCCC, the operation of a liquid storage and blending terminal for the purchase, sale, receipt, storage, tanking, blending, and transportation of Hydrocarbons in or near Colorado City, Texas.

"Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of Nevada are authorized or obligated to close.

"Cap" has the meaning specified in Section 8.2(b).

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) and applicable rules, regulations, and guidance thereunder, in each case as amended from time to time.

"CARES Forgivable Uses" means uses of proceeds of a PPP Loan that are eligible for forgiveness under Section 1106 of the CARES Act.

"Closing" means the closing of the transactions contemplated by Article III.

"Closing Consideration" has the meaning specified in Section 3.1(b).

"Closing Date" means the date on which the Closing actually occurs.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company" has the meaning specified in the preamble to this Agreement.

"Company Accounting Practices" means the accounting methods, policies, practices and procedures, including classification and estimation methodology (but taking into account all available information as of the time of preparation of the Financial Statements or calculations) used by the Company in the preparation of the Financial Statements for the year ended December 31, 2021.

"Company Guarantees" means those certain guarantees of the Promissory Notes and Pledge Agreements by each of the Companies substantially and materially in the form and content set forth on Exhibit G.

"Consents" has the meaning specified in Section 3.4(h).

"COVID-19" means the presence, transmission, threat or fear of severe acute respiratory syndrome coronavirus (SARS-CoV-2) also known as the novel coronavirus, and the disease caused thereby, COVID-19, or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered or threatened by any Governmental Authority.

"Current Assets" has the meaning specified in Section 3.2(a)(i).

"Current Liabilities" has the meaning specified in Section 3.2(a)(i).

"Damages" has the meaning specified in Section 8.2(a).

"Delhi Terminal" means that certain liquid Hydrocarbon storage, blending, and throughput terminal located upon all that certain tract of land described as 9.39 acres, being more particularly described in that certain Cash Deed dated October 5, 2018, from Paul Allen Wells et ux, recorded as Document No. 0379405, Official Records of Richland Parish, Louisiana.

"Disclosure Schedule" has the meaning specified in Article IV.

"Disputed Matters" has the meaning specified in Section 8.4(b).

"Effective Date" is the date of Closingt.

"Environmental Laws" means any law, common law, ordinance, regulation or binding policy of any Governmental Authority, as well as any order, decree, permit, judgment or injunction issued, promulgated, approved or entered thereunder, relating to the environment, health and safety, Hazardous Materials (including the use, handling, transportation, production, disposal, discharge or storage thereof), industrial hygiene, the environmental conditions on, under or about any real property owned, leased or operated at any time by the Companies, including soil, groundwater, and indoor and ambient air conditions or the reporting or remediation of environmental contamination. Environmental Laws include the Clean Air Act, the Federal Water Pollution Control Act, the Oil Pollution Act, the Occupational Safety and Health Act, the Safe Drinking Water Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, state and local counterparts, in each case as amended, and any other federal, state and local law whose purpose is to conserve or protect employee safety and health, human health in respect to exposure to Hazardous Materials, the environment, wildlife or natural resources.

"Execution Date" has the meaning set forth in the preamble to this Agreement.

"Fairness Opinion" means the opinion of a reputable financial advisor to the Purchaser which concludes that the Purchase Price is fair to the stockholders of Purchaser.

"Final Closing Statement" has the meaning specified in Section 3.2(c).

"Final Deficit" has the meaning specified in Section 3.2(d).

"Final Determination Date" has the meaning specified in Section 3.2(d).

"Final Surplus" has the meaning specified in Section 3.2(d).

"Financial Statements" has the meaning specified in Section 4.14(a).

"Fundamental Representations" has the meaning specified in Section 8.1(a).

"General Release" has the meaning specified in Section 3.4(d).

"Governmental Approvals" has the meaning specified in Section 3.5(h).

"Governmental Authority" means any domestic or foreign national, state, multi state or municipal or other local government, any subdivision, agency, commission or authority thereof, exercising any executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any quasi-governmental or private body that is government owned or established to perform such functions. For clarity, Governmental Authority does not include any government owned oil companies or refineries unless specifically indicated.

"Governmental Order" means any order, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

"Hazardous Materials" means and includes petroleum and refined petroleum products, asbestos, polychlorinated biphenyls, and any other substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under, or for which liability or standards of care are imposed by, any Environmental Law.

"Holder" has the meaning set forth in the Promissory Notes.

"Hydrocarbon(s)" means oil, gas and other hydrocarbons produced or processed in association therewith, or any combination thereof, and any minerals produced in association therewith, including all crude oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, normal butane and natural gasoline) of any type or composition.

"Indebtedness" means (without duplication and to the extent not included in Selling Expenses) the sum of the following items, as of immediately prior to the Closing: (i) the principal amount of any indebtedness of either Company for borrowed money outstanding, together with all prepayment premiums or penalties and other amounts with respect to such indebtedness becoming due as a result of the transactions contemplated by this Agreement, (ii) any unpaid interest owing on the indebtedness described in clause (i) above, (iii) obligations of each Company in respect of capitalized leases and obligations for the deferred purchase price of goods or services (including any liabilities associated with past acquisitions, but not including any trade payables or accruals incurred in the Ordinary Course of Business), (iv) obligations in respect of banker’s acceptances or letters of credit issued or created for the account or benefit of each Company (including any letters of credit supporting any bonds), (v) all indebtedness or obligations of the types referred to in the preceding clauses (i) through (iv) of any other Person secured by any claim on any Assets of each Company, even though each Company has not assumed or otherwise become liable for the payment thereof, but excluding customer deposits and interest payable thereon in the Ordinary Course of Business, (vi) guarantees of obligations of the type described in clauses (i) through (v) above of any other Person, (vii) any payment obligation in respect of interest under any existing interest rate swap or hedge Material Contract entered into by each Company, and any costs associated with termination of any such arrangement, (viii) any amounts payable to current or former owners of each Company, (ix) unpaid management fees, if any, (x) any unfunded vested benefits under any employee benefit plan, and (xi) all interest, prepayment penalties, premiums, fees and expenses payable with respect to any of the foregoing.

"Indemnified Party" has the meaning specified in Section 8.4(a).

"Indemnifying Party" has the meaning specified in Section 8.4(a).

"Independent Accountant" means James, Hardy & Haley or in the event of a conflict with James, Hardy & Haley another independent public accounting firm selected in Purchaser’s reasonable discretion which has no prior relationship with either of the Sellers or Purchaser.

"Intellectual Property" means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (i) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (ii) e mail addresses, internet domain names, whether or not trademarked, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (iii) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (iv) inventions, discoveries, trade secrets, business and technical information and know how, databases, data collections and other confidential and proprietary information and all rights therein; (v) patents (including all reissues, divisionals, provisionals, continuations and continuations in part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); (vi) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation; (vii) semiconductor chips and mask works; (viii) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (ix) all rights to any Actions of any nature available to or being pursued by the Companies to the extent related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages.

"Interim Financial Statements" has the meaning specified in Section 4.14(a).

"JBAH" has the meaning specified in the preamble to this Agreement.

"Jorgan" has the meaning specified in the preamble to this Agreement.

"Knowledge of Purchaser" means the actual and constructive knowledge after reasonable inquiry of the officers and directors of Purchaser.

"Knowledge of Sellers" means the actual and constructive knowledge after reasonable inquiry of the managers, members and beneficial owners of the Sellers.

"Law" or "Laws" means any federal, state, local, municipal or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, edict, judgment, decree, proclamation, treaty, rule, regulation, ruling or requirement issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

"Leased Real Property" has the meaning specified in Section 4.15(b).

"Licenses" means all of the licenses, permits, certificates, exemptions, franchises and other authorizations from any Governmental Authority or other third party necessary or proper for the use, occupancy or operation of the Business as conducted as of the Closing Date.

"Lien" means any claim, lien, pledge, option, right of first refusal, easement, security interest, deed of trust, mortgage, right of way, encroachment, restrictive covenant or other encumbrance, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent or conditional sale agreement or other title retention agreement or lease in the nature thereof.

"Lockup Agreement" means an agreement substantially and materially in the form and content set forth on Exhibit A.

"Master Netting Agreement" means a netting agreement substantially and materially in the form and content set forth on Exhibit D.

"Material Adverse Effect" means any effect, change, event, occurrence, statement of facts or development that (i) is, or is reasonably likely to be, individually or in the aggregate, materially adverse with respect to the Assets, the Business, financial condition, results of operations or prospects of the Companies or the right or ability of Sellers to consummate any of the transactions contemplated hereby, or (ii) prevents or would reasonably be expected to prevent Sellers from consummating the transaction on a timely basis; provided, however, that no such occurrence, condition, change, development, event or effect shall be required to persist for any length of time in order to constitute a Material Adverse Effect; provided, further, however, in no event shall any of the following constitute a Material Adverse Effect: any occurrence, condition, change, development, event or effect directly or indirectly resulting from (a) any change in economic conditions generally, including any change in markets for, or prices of, Hydrocarbons, or other commodities or supplies; (b) any change in political conditions, including any acts of war, sabotage or terrorist activities; (c) any change affecting any of the Hydrocarbon transportation, distribution, storage, processing or sales industries, generally (other than any change or development that materially disproportionately affects any Company or its Business (as compared to other substantially similar companies)); (d) any change in the financial, banking, credit, securities or capital markets (including any suspension of trading in, or limitation on prices for, securities on any stock exchange or any changes in interest rates) or any change in the general national or regional economic or financial conditions; (e) any proposed or actual change in any Laws (including Environmental Laws) or GAAP; (f) any change caused by the pending sale of the Membership Interests to Purchaser, including changes due to the credit rating of Purchaser or their Affiliates; (g) any actions to be taken pursuant to or in accordance with this Agreement, or taken at the request of or with the consent of Purchasers; (h) the announcement or pendency of the transaction; and (i) any failure by the Companies to meet internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period commencing on the Execution Date and terminating at the Closing.

"Material Contract" has the meaning specified in Section 4.12(a).

"Membership Interests" has the meaning specified in the Recitals.

"Net Working Capital" has the meaning specified in Section 3.2(a)(i).

"Notice of Claim" has the meaning specified in Section 8.4(a).

"Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

"Organizational Documents" means with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement, stockholders’ agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of such Person, including any amendments and other modifications thereto.

"Original Principal Amounts" has the meaning set forth in Section 3.1(b).

"Party" and "Parties" have the meanings specified in the preamble to this Agreement.

"Permitted Liens" means (i) any Liens set forth on Schedule 4.5(a) of the Disclosure Schedules, (ii) any Liens created by the Pledge Agreements, (iii) any warehouseman’s, materialman’s, or other similar liens imposed on the Companies or their assets by operation of law, (iv) any lien for taxes or assessments that are not yet due or delinquent or which are being contested in and through appropriate proceedings, (v) any statutory or other lien arising in the Ordinary Course of Business and by operation of law with respect to a liability that is not yet due or delinquent or which is being contested by SFD or WCCC in good faith in and through appropriate proceedings, and (vi) any lien released on or prior to the date hereof without liability or obligation attaching to the Companies.

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company, or government or other entity.

"Personnel" has the meaning specified in Section 4.13(c).

"Pledge Agreement(s)" means those certain pledge agreements from Purchaser to each Seller substantially and materially in the form and content set forth on Exhibit F.

"PPP Loan" means a loan incurred by a Person under 15 U.S.C. 636(a)(36) (as added to the Small Business Act (15 U.S. Code Chapter 14A – Aid to Small Business) by Section 1102 of the CARES Act).

"Promissory Notes" means secured promissory notes made to the order of each Seller by Purchaser substantially and materially in the form and content set forth on Exhibit B.

"Property Taxes" means all real property, personal property, ad valorem and any other similar Taxes.

"Proposed Closing Statement" has the meaning specified in Section 3.2(b).

"Prorated Items" has the meaning specified in Section 6.2.

"Public Announcement Restrictions" has the meaning specified in Section 6.5(a).

"Purchaser Fundamental Representation" has the meaning specified in Section 8.1(b).

"Purchase Price" has the meaning specified in Section 3.1.

"Purchaser" has the meaning specified in the preamble to this Agreement.

"Purchaser Claim" has the meaning specified in Section 8.2(a).

"Purchaser Common Stock" means the common stock, par value $0.001 per share, of Purchaser.

"Purchaser Indemnified Parties" has the meaning specified in Section 8.2(a).

"Purchaser Stock Consideration" has the meaning specified in Section 3.1(a).

"Real Property Leases" has the meaning specified in Section 4.15(b).

"Reference Date" has the meaning specified in Section 4.19(a).

"Release" means any active or passive releasing, disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying, seeping, dispersal, migration, transporting, placing and the like, including without limitation, the movement of any materials through, into or upon, any land, soil, surface water, ground water or air, or otherwise entering into the environment.

"Review Period" has the meaning specified in Section 3.2(c).

"SEC" means the U.S. Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Seller" has the meaning specified in the preamble to this Agreement.

"Seller Claim" has the meaning specified in Section 8.3(a).

"Seller Indemnified Parties" has the meaning specified in Section 8.3(a).

"Selling Expenses" means all (a) unpaid costs, fees and expenses of outside professionals incurred by either Seller and/or the Companies relating to the process of selling the Interests of the Companies whether incurred in connection with this Agreement or otherwise, including all legal, accounting, consulting, tax and investment banking fees and expenses, and (b) severance obligations, monetary paid time off obligations, retention bonuses, "stay" bonuses, change in control bonuses, sale bonuses and similar payments and bonuses owed by each Company, in whole or in part, prior to or as a result of the transactions contemplated by this Agreement (including the employer portion of any payroll, employment, unemployment and similar Taxes relating thereto), in each case, whether accrued or unaccrued as of the Closing Date.

"SFD" has the meaning specified in the preamble to this Agreement.

"Shared Services Agreement" means the shared services agreement substantially and materially in the form and content set forth on Exhibit E.

"Straddle Period" has the meaning specified in Section 7.2.

"Target Working Capital" has the meaning specified in Section 3.2(a)(ii).

"Tax" or "Taxes" means (i) any and all federal, state, local, and foreign taxes, charges, fees, levies, assessments, duties or other amounts payable to any Governmental Authority, including: income, franchise, profits, margin, gross receipts, minimum, alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp, windfall profits, transfer, environmental, escheat or unclaimed property, occupation, premium, registration, and gains taxes, customs, duties, imposts, charges, levies, or other similar assessments of any kind whatsoever, whether disputed or not, together with any interest, penalties, and additions imposed with respect thereto and any interest in respect of such penalties or additions; (ii) any liability for the payment of any item described in clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary, or aggregate group for any period, including pursuant to Treasury Regulations Section 1.1502 6 or any analogous or similar state, local, or foreign Law; (iii) any liability for the payment of any item described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any Person or as a result of any obligations under any agreements or arrangements with any Person with respect to such item; or (iv) any successor or transferee liability for the payment of any item described in clause (i), (ii) or (iii) of any Person, including by reason of being a party to any merger, consolidation, conversion, or otherwise.

"Tax Period" means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

"Tax Return" means any return, document, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Third Party Claim" has the meaning specified in Section 8.4(c).

"Third Party Notice" has the meaning specified in Section 8.4(c).

"Threshold Payment Amount" means an amount remitted to Sellers, collectively, equal to one-half (1/2) of the Purchase Price, solely and exclusively as the sum of (a) any payments of principal to Holders under the Promissory Notes, whether in cash or Unrestricted Common Stock, and (b) the value of any other Unrestricted Common Stock issued to Seller, including any Purchaser Stock Consideration which may become Unrestricted Common Stock.

"Transaction Documents" means this Agreement, the Lockup Agreement, the Promissory Notes, the Master Netting Agreement, the Pledge Agreements, the Shared Services Agreement, the Company Guarantees, and any other agreement, instrument, notice or other document contemplated hereby or thereby and/or which is made subject to the terms and provisions of any of the foregoing.

"Transfer Taxes" means any sales, use, excise, transfer, recordation, stamp, conveyance, value added, or similar Taxes arising out of, in connection with, or attributable to the transactions contemplated by this Agreement.

"Treasury Regulations" means the Treasury regulations promulgated under the Code.

"Unrestricted Common Stock" has the meaning set forth in the Promissory Notes.

"Unwinding" has the meaning specified in Section 8.7.

"W.C. Disputed Matters" has the meaning specified in Section 3.2(c).

"WCCC" has the meaning specified in the preamble to this Agreement.

"Working Capital Deficit" has the meaning specified in Section 3.2(a)(ii).

"Working Capital Surplus" has the meaning specified in Section 3.2(a)(ii).

Article II.
PURCHASE AND SALE OF INTERESTS

Section 2.1 Purchased and Sale of Interests. At the Closing, and upon the terms set forth in this Agreement, Sellers shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, the Interests, free and clear of all Liens, except for Permitted Liens.

Article III.
PURCHASE PRICE; CLOSING

Section 3.1 Purchase Price. Purchaser shall pay or issue, as applicable, or shall cause any of its Affiliates to pay or issue, as applicable, to the Sellers for the Membership Interests an aggregate of Thirty-two Million Nine Hundred Forty-two Thousand Nine Hundred Thirty-nine and No/100s U.S. Dollars ($32,942,939.00 USD) (the "Purchase Price"). The Purchase Price shall be tendered and paid as follows, subject to the adjustment, if any, pursuant to Section 3.2 and/or Article VIII:

(a) A number of shares of Purchaser Common Stock equal to an undivided nineteen and ninety-nine hundredths percent (19.99%) of all of the issued and outstanding Purchaser Common Stock immediately prior to the Closing, valued at the volume-weighted average price for the Purchaser Common Stock on the Nasdaq during the five (5) trading days immediately preceding the Closing Date (the "Purchaser Stock Consideration"), in the aggregate, shall be issued to Sellers and shall be distributed to each Seller as set forth on Schedule II, to be registered in accordance with the provisions of Section 6.6; and

(b) Two separate secured promissory notes substantially and materially in the form and content set forth on Exhibit B made by Purchaser to the order of each Seller, respectively, in the aggregate original principal amounts equal to the positive difference between (i) the Purchase Price and (ii) the value of the Purchaser Stock Consideration (the "Original Principal Amounts"), in the proportions set forth on Schedule II, shall be issued to Sellers (each, a "Promissory Note" and, together with the Purchaser Stock Consideration, the "Closing Consideration").

Section 3.2 Working Capital; Purchase Price Adjustment.

(a) Working Capital Adjustment.

(i) Definition of "Net Working Capital". For purposes of this Section 3.2, the term "Net Working Capital" means (i) the aggregate amount of the total current assets of each Company, save and except for (A) Security Deposit pursuant to section 8(i), and Reserve Payment pursuant to section 8(v), of that certain Schedule No. 001 to Master Lease – SFD (as defined in the Disclosure Schedules), (B) Security Deposit pursuant to section 8(ii), and Reserve Payment pursuant to section 8(v), of that certain Schedule No. 002 to Master Lease –SFD, (C) Security Deposit pursuant to section 8(i), and Reserve Payment pursuant to section 8(v), of that certain Schedule No. 001 to Master Lease – WCCC (as defined in the Disclosure Schedules), (D) (collectively, the "Current Assets"), less (ii) the current liabilities of each Company (the "Current Liabilities"), both determined as of the close of business of the Companies on the Closing Date and in each case as determined in accordance with United States generally accepted accounting principles ("GAAP") in its preparation of the financial information provided to Sellers pursuant to Article III and excluding cash and all balances either due to or from the Sellers. A sample of such Net Working Capital calculation is set forth on Exhibit C.

(ii) Definitions of "Working Capital Deficit" and "Working Capital Surplus". The Parties acknowledge that the Purchase Price being paid to Sellers is based on the assumption that the Net Working Capital of both Companies in the aggregate and as of Closing shall be equal to One Hundred Fifty Thousand and No/100s United States Dollars ($150,000.00 USD) (the "Target Working Capital"). The Parties agree that (A) if the Net Working Capital is less than the Target Working Capital, then the difference between the Target Working Capital and the Net Working Capital shall constitute the "Working Capital Deficit"; and (B) if the Net Working Capital is greater than the Target Working Capital, then the difference between the Net Working Capital and the Target Working Capital shall constitute the "Working Capital Surplus".

(b) Closing Date Balance Sheet. Within sixty (60) days after the Closing Date, Sellers shall prepare and deliver, or shall cause to be prepared and delivered, to Purchasers, a closing statement of each Company as of the Closing Date (the "Proposed Closing Statement"), which sets forth Sellers' good faith calculation of the Net Working Capital as of the Closing Date, along with copies of any working papers, trial balances and similar materials relating to the Proposed Closing Statement prepared by Sellers. The Proposed Closing Statement shall be prepared in accordance with GAAP and should include the methods for calculating the Current Assets and Current Liabilities set forth therein as determined by Sellers.

(c) Examination of Proposed Closing Statement. Purchaser shall have thirty (30) days following their receipt of the Proposed Closing Statement (the "Review Period") to review the Proposed Closing Statement to confirm the accuracy of the Proposed Closing Statement and Sellers’ calculation of the Net Working Capital set forth therein. From and after the date of Purchaser's receipt of the Proposed Closing Statement until the determination of the Final Closing Statement, Sellers shall provide Purchaser and its representatives access, not unreasonably interfering with the operations of Sellers, during normal business hours, to the relevant books and records of Sellers, the personnel of, and work papers prepared by, Sellers and/or their accountants to the extent reasonably necessary for Purchaser to substantiate Sellers’ calculation of the Net Working Capital set forth in the Proposed Closing Statement. If Purchasers fail to give Sellers written notice of any disputed amounts prior to the expiration of the Review Period, then the Proposed Closing Statement shall become the Final Closing Statement for purposes hereof on the date that such Review Period expires. If Purchaser gives Sellers written notice of any calculations set forth in the Proposed Closing Statement that Purchaser disputes in good faith on or before the expiration of the Review Period (the "W.C. Disputed Matters"), then Purchaser and Sellers shall attempt in good faith to agree on any adjustments that should be made to the Proposed Closing Statement. If the Parties reach a written agreement with respect to the W.C. Disputed Matters, the Proposed Closing Statement as modified to reflect such written agreement shall become the Final Closing Statement for purposes hereof. If Purchaser and Sellers are unable to resolve any W.C. Disputed Matters which Purchaser timely disputed during the Review Period, Purchaser and Sellers will engage the Independent Accountant to resolve, exclusively, any such W.C. Disputed Matters. The Independent Accountant shall make its determination regarding any W.C. Disputed Matters by calculating such amounts in a manner consistent with the definitions of the components of Net Working Capital included in this Agreement. If the W.C. Disputed Matters are submitted to the Independent Accountant for resolution, Sellers and Purchaser shall each furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the W.C. Disputed Matters as the Independent Accountant may reasonably request and are available to the Parties and their respective agents and shall be afforded the opportunity to present to the Independent Accountant any material relating to the W.C. Disputed Matters and to discuss the W.C. Disputed Matters with the Independent Accountant. The decision of the Independent Accountant with respect to the W.C. Disputed Matters shall be provided in writing and, if possible, be made within thirty (30) days after the engagement of the Independent Accountant. The Independent Accountant’s decisions shall be final and binding on the Parties. The Proposed Closing Statement shall be revised, if necessary, to reflect the final determination of the components thereof made by the Independent Accountant (the final form of the Proposed Closing Statement, including any revisions which are made thereto pursuant to this Section 3.2(c), is referred to herein as the "Final Closing Statement").

(d) Final Adjustment. Upon final determination of the Final Closing Statement in accordance with this Section 3.2, if such Final Closing Statement reflects (a) a Working Capital Deficit, then the Purchase Price shall be decreased by an amount equal to the Working Capital Deficit (the amount of such shortfall, if any, is hereinafter referred to as the "Final Deficit"); or (b) a Working Capital Surplus, then the Purchase Price shall be increased by an amount equal to the Working Capital Surplus (the amount of such excess, if any, is hereinafter referred to as the "Final Surplus"). The amount of any Final Deficit shall be payable, by Sellers to Purchaser by reducing the aggregate principal amount of the Promissory Notes within three (3) days of either the date of the final determination of the Final Closing Statement in accordance with this Section 3.2 (the "Final Determination Date"). The amount of any Final Surplus shall be payable by Purchaser to Sellers by increasing the aggregate principal amount of the Promissory Notes within three (3) Business Days of either the date of the Final Determination Date. The fees and expenses of the Independent Accountant shall be allocated to and paid by Purchaser and Sellers based upon the percentage that the portion of the contested amount not awarded bears to the amount actually contested, as determined by the Independent Accountant. By way of illustration, if Purchaser claims that there is a Working Capital Deficit of one hundred thousand dollars ($100,000), the Sellers claim that there is a Working Capital Surplus of twenty-five thousand dollars ($25,000) and the Independent Accountant determines that there is Final Deficit of twenty-five thousand dollars ($25,000), then the costs and expenses of the Independent Accountant will be allocated forty percent (40%) to Sellers ($50,000 / $125,000) and sixty percent (60%) to Purchaser ($75,000 / $125,000).

Section 3.3 Closing. Notwithstanding any provision in either Company’s Organizational Documents to the contrary, the Parties acknowledge and agree that the Closing will take place as soon as practicable after the Execution Date remotely by the exchange of counterpart signature pages via facsimile, electronic mail or portable document format, . The Closing shall be effective as of 12:01 am (New York time) on the Closing Date. The Parties shall use their best efforts to close within thirty (30) days after the Execution Date. In the event, however, that despite best efforts, after passage of such thirty (30) days (a) Purchaser fails to obtain all Nasdaq and any other required regulatory approvals related to this Agreement and the other Transaction Documents, (b) Purchaser fails to obtain a Fairness Opinion, or (c) Sellers fail to obtain the Consents, and it is impractical to consummate the Closing under circumstances involving the grant of additional time to close, the Closing will not occur and the Parties shall have no further obligations to one another other than obligations which survive the termination of this Agreement. If however, the granting of additional time to close would allow for a Party to obtain the required approvals, opinions or consents referenced above, the Party will be given up to an additional fifteen (15) days to close and may, upon mutual written agreement of the Parties, further extend the period by which the Closing must take place beyond such fifteen (15) day period.

Section 3.4 Deliveries of Sellers at Closing. At or prior to Closing (or, to the extent specifically set forth below, subsequent to Closing), Sellers shall deliver or cause to be delivered to Purchaser:

(a) Counterparts to this Agreement duly executed by each Seller;

(b) Counterparts of an assignment of Membership Interests ("Assignment of Membership Interests"), as well as a transfer ledger or similar records of each Company;

(d) Counterparts to the Master Netting Agreement by and among each of the Sellers and the Purchaser;

(e) Counterparts to the Shared Services Agreement, by and among each of the Sellers and the Purchaser;

(f) All of the books and records of each Company and other Organizational Documents;

(g) Resignation letters of all of each Company’s officers, directors and managers;

(h) A counterpart to any consents required in connection with the transactions contemplated by this Agreement (the "Consents"), including, but not limited to, the consent of the members of each Company in accordance with its Organizational Documents, the consent of the auditor for each Company to the use of the Financial Statements and Interim Financial Statements in future filings by the Purchaser with the SEC, and the consents required under Section 4.4 of this Agreement;

(i) A certificate of a manager of each Company, in form and substance reasonably satisfactory to Purchaser, attaching copies of the (i) Certificate of Formation of each Company certified by the Secretary of State of Louisiana or the Secretary of State of Texas, as applicable, (ii) the operating agreement of each Company, (iii) joint resolutions of the members and manager(s) of each Company authorizing and approving the execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and certifying that each of the documents attached pursuant to clauses (i)-(iii) are true and complete;

(j) A certificate of good standing and status of each Company from the Secretary of State of Louisiana or Secretary of State of Texas, as applicable, dated within ten (10) days of the Closing Date, certifying that each Company is in good standing in its jurisdiction;

(k) A Tax clearance certificate with respect to each Company dated not more than ten (10) days prior to the Closing Date from each state in the United States in which Sellers file Tax Returns or is otherwise subject to Tax, to the extent required by such states;

(l) A general release of all claims in favor of each Company, duly executed by each Seller, director, officer and manager, substantially and materially in the form and content set forth on Exhibit H (the "General Release"); and

(m) Such other documents or instruments as Purchaser may reasonably request.

Section 3.5 Deliveries of Purchaser at Closing. At Closing, Purchaser shall deliver, or cause to be delivered, to Sellers or the Persons designated below, as applicable:

(a) Written evidence that Purchaser has instructed its transfer agent to issue the Purchaser Stock Consideration to Sellers pursuant to Section 3.1(a), with such restrictive legends thereon as Purchaser may reasonably require;

(b) A counterpart to this Agreement, duly executed by an authorized officer of Purchaser;

(d) A counterpart to the Master Netting Agreement;

(e) A counterpart to the Shared Services Agreement;

(f) Counterparts to both Pledge Agreements by Purchaser;

(g) Counterparts of the Company Guarantees from each Company;

(h) delivery of (or delivery of other evidence reasonably satisfactory to Sellers of) all governmental approvals (the "Governmental Approvals"), consents, notices and other items in accordance with Article VI;

(i) a Fairness Opinion concluding that the Purchase Price to be paid by Purchaser is fair to the stockholders of Purchaser; and

(j) Such other documents or instruments as Sellers may reasonably require.

Section 3.6 Withholding. Purchaser shall be entitled to deduct and withhold from any amounts payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any applicable Tax Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Article IV.
REPRESENTATIONS AND WARRANTIES OF SELLERS

All representations and warranties are made subject to the exceptions noted in the schedules delivered to Purchaser concurrently herewith and identified by the Parties as the "Disclosure Schedule". No specific representation or warranty will limit the generality or applicability of a more general representation or warranty. Each Schedule of the Disclosure Schedule will be numbered to correspond to the paragraph of the section to which it relates. Sellers, severally and not jointly, hereby make the following representations and warranties to Purchaser:

Section 4.1 Organization and Qualification of the Companies.

(a) SFD is a limited liability company duly formed and validly existing under the laws of the State of Louisiana. WCCC is a limited liability company duly formed and validly existing under the laws of the State of Texas. Each Company has the requisite power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the business as currently conducted by the Companies. Each Company is duly qualified to do business and are in good standing in all jurisdictions where the nature of the property owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified can be cured without material expense and will not render any Material Contract of the Companies unenforceable. Schedule 4.1(a) sets forth a list of (i) all jurisdictions in which the Companies are authorized to transact business, and (ii) all managers and officers of the Companies.

(b) True and complete copies of the Organizational Documents of each Company and all equity records of each Company have been delivered or otherwise made available to Purchaser. All of the books and records of each Company and Organizational Documents have been maintained in the Ordinary Course of Business and fairly reflect, in all material respects, all transfers of the Membership Interests and material agreements governing the same. The Companies are not in violation, in any material respect, of their Organizational Documents.

Section 4.2 Capitalization of Companies.

(a) At Closing, (i) SFD will have one thousand (1,000) Membership Interests issued and outstanding, of which (A) nine hundred and ninety (990) units shall be owned by Jorgan and (B) ten (10) units shall be owned by JBAH, (ii) WCCC will have one thousand (1,000) Membership Interests issued and outstanding, of which (C) nine hundred and ninety (990) shall be owned by Jorgan and (D) ten (10) shall be owned by JBAH. All of the Membership Interests have been duly authorized, are validly issued, fully paid and non-assessable, and Sellers are the record owners of all Membership Interests, as set forth on Schedule 4.2(a) of the Disclosure Schedules, free and clear of all encumbrances save and except for Permitted Liens. The Membership Interests constitute all of the issued and outstanding Membership Interests in each of the Companies on a fully diluted basis. Upon the consummation of the transactions contemplated herein, Purchaser will acquire good and valid legal and beneficial title to all of the issued and outstanding Membership Interests, free and clear of all encumbrances, other than Permitted Liens.

(b) There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Membership Interests or obligating either Seller or the Companies to issue or sell any Membership interests of, or any other interest in, the Companies. Except as set forth on Schedule Section 4.2(b) of the Disclosure Schedules, there are no outstanding (i) equity appreciation, phantom equity, profit participation or similar rights with respect to the Companies or (ii) voting trusts, proxies, member agreements or other agreements or understandings related to the voting or transfer of any outstanding Membership Interests.

Section 4.3 Capacity; Enforceability. Each Seller has all necessary power and authority, and the full legal capacity, to enter into and deliver this Agreement and the other Transaction Documents to which such Seller is a party, to carry out such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement and each Transaction Document to which either Seller is a party has been duly authorized, executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms and conditions, except as the enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally; or (ii) general principles of equity.

Section 4.4 No Conflict. The execution, delivery and performance by each Seller of this Agreement and each Transaction Documents to which each Seller is a party, and the consummation by each Seller of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any Law or Governmental Order to which either Sellers or the Companies are subject, (b) violate any provision of the Organizational Documents of the Companies, or (c) except as set forth on Schedule 4.4, violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default), or require the consent of any third party, under any Material Contract or Permit to which either Sellers or the Companies are a party or by which either Sellers or the Companies may be bound or affected, or result in or permit the termination or amendment of any provision of any such Material Contract or Permit. Except as set forth on Schedule 4.4, no consent, approval, or authorization of, or exemption by, or filing with, any Governmental Authority or other Person is required to be obtained or made by either Sellers or the Companies in connection with the execution, delivery, and performance by Sellers of this Agreement or any Transaction Documents to which either Seller is a party, or the taking by either Seller or the Companies of any other action contemplated hereby or thereby.

Section 4.5 Sufficiency and Condition of Assets; Possession.

(a) Each Company owns or has a good and marketable title to, or leasehold interest in, or other right to use all of its respective Assets, free and clear of all Liens (excluding the Permitted Liens set forth on Schedule 4.5(a) of the Disclosure Schedules). The Assets are in working condition (normal wear, tear, repair and maintenance excepted), and to the Knowledge of Sellers are free from any defects outside the Ordinary Course of Business. The Assets include all of the Assets used in the operation of each Company’s Business as currently conducted and as currently contemplated to be conducted. The Assets are adequate to conduct each Company’s Business as it is presently being conducted and will be adequate to enable Purchaser to continue to conduct each Company’s Business as it is presently being conducted.

(b) The Companies are in full possession of the Assets.

(c) Schedule 4.5(c) of the Disclosure Schedules sets forth any items owned by Sellers valued over ten thousand dollars ($10,000) that are located at the Leased Real Property. Each Company has possession of all books and records reasonably necessary for the conduct of each Company’s Business, and the Companies are the owners of all such books and records.

Section 4.6 Litigation and Proceedings. Save and except for the matters disclosed on Schedule 4.6 of the Disclosure Schedules, neither the Companies nor Sellers have received service of process, and to the Knowledge of Sellers, there are no pending Actions or Actions threatened in writing before or by any Governmental Authority against the Companies; there is no unsatisfied judgment, order or decree or any open injunction binding upon the Companies; and to the Knowledge of Sellers, no event has occurred and no condition exists on the basis of which any litigation, proceeding or investigation would reasonably be expected to result, including any litigation, proceeding or investigation which would be expected to materially affect the performance of this Agreement or the Transaction Documents.

Section 4.7 Employees, Independent Contractors and Consultants. Except as otherwise set forth in Schedule 4.7(a) of the Disclosure Schedules, at Closing, Purchasers will have no material payment or other obligations to the employees, independent contractors and consultants of the Business. Prior to Closing, Sellers have operated the Business in compliance with all applicable employment and labor laws.

Section 4.8 Accounts Receivable. The Accounts Receivable reflected on the Financial Statements and Interim Financial Statements and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Companies involving the sale of goods actually delivered or services actually rendered in the Ordinary Course of Business and have been billed or will be billed; (b) constitute only valid, undisputed claims of the Companies not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business consistent with past practice; and (c) are collectible in full within sixty (60) days after billing.

Section 4.9 Taxes. With respect to each Company:

(a) All Tax Returns required to be filed that encompass or relate in any manner to the Assets or the Company have been timely filed, and all such Tax Returns are true, correct and complete in all material respects. All Taxes (whether or not shown on any Tax Return) relating to the Assets or the Business that are due and payable have been timely paid.

(b) No Tax deficiency has been proposed or assessed against the Company, and the Company has not executed any waiver of any statute of limitations on the assessment or collection of any Tax or agreed to any extension of time with respect to a Tax assessment or deficiency. Except for Taxes not yet due and payable, (i) there are no Liens for unpaid Taxes on the Assets, and (ii) no claim for unpaid Taxes has been made by any Governmental Authority that could give rise to any such Lien.

(c) All Taxes that the Company is or was required to withhold or collect (for employees, independent contributors, consultants, note holders, members and other Persons) have been duly withheld or collected and, to the extent required, have been timely paid to the appropriate Governmental Authority.

(d) The Company has not been, and the Company is not currently the subject of, and there are no pending or threatened in writing, disputes, claims, actions, examinations, audits, investigations, litigations, or other proceedings against the Company with respect to Taxes. The Company has not received notice of any issue or question currently pending by any Governmental Authority in connection with the Company’s Tax Returns. No written claim has ever been made by a Governmental Authority in a jurisdiction in which the Company does not currently file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

(e) None of the Company’s Assets consist of any stock, partnership interest, limited liability company interest, legal or beneficial interest, or any other equity interest in or of any Person, and none of the Assets are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.

(f) The Company does not have: (i) an obligation to make a payment that is not deductible under Section 280G of the Code; (ii) an obligation to make a payment to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding, or practice with respect to Taxes; (iii) an obligation under any record retention, transfer pricing, closing or other agreement or arrangement with any Governmental Authority that will survive the Closing or impose any liability on Purchaser after the Closing; (iv) an obligation under any agreement, contract, arrangement or plan to indemnify, gross up, or otherwise compensate any Person, in whole or in part, for any excise Tax under Section 4999 of the Code that is imposed on such Person or any other Person; or (v) an obligation to pay the Taxes of any Person as a transferee or successor, by contract or otherwise, including an obligation under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law).

(g) Sellers understand that Sellers (and not Purchaser) shall be responsible for Sellers’ own Tax liability that may arise as a result of Sellers’ investment in the Purchaser Stock Consideration or the transactions contemplated by this Agreement.

Section 4.10 Governmental Authorities; Consents. Except as set forth on Schedule 4.10, no consent, approval, authorization, license, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority, or any other Person, is required to be made or obtained by the Company or any of its Affiliates in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.11 Insurance.

(a) Each Company maintains insurance with respect to its properties and the Business against loss or damages of the kinds customarily insured against by companies engaged in the same or similar businesses as each Company, in such amounts that are commercially reasonable and customarily carried under similar circumstances by such other companies.

(b) Schedule 4.11 contains a list and a description of all policies of property, fire and casualty, product liability, professional liability, general liability, workers’ compensation, bonding arrangements and other forms of insurance held or implemented by the Companies. True, correct and complete copies of such insurance policies and arrangements have been made available to Purchaser as requested.

(c) All such policies listed on Schedule 4.11 are in full force and effect. The Companies are not in default of, have paid all premiums due, and have otherwise performed all obligations, under each policy listed on Schedule 4.11. The Companies have not received (i) any written notice of cancellation or modification of any policy listed on Schedule 4.11 or written refusal of coverage thereunder, (ii) any written notice that any issuer of such policy has filed for protection under applicable bankruptcy laws or is otherwise in the process of liquidating or has been liquidated, (iii) any other written notice that such policies are no longer in full force or effect or that the issuer of any such policy is no longer willing or able to perform its obligations thereunder or has made any reservation of right or similar exception in respect of any claim thereunder, and (iv) the Companies have not been refused any insurance, nor have any of their respective coverages been limited by any insurance carrier to which it has applied for insurance or with which has carried insurance.

(d) Except as described on Schedule 4.11, (i) the Companies have not made any material claims against any of the insurance policies and arrangements of the Companies in effect at the time of Closing, and (ii) to the Knowledge of Sellers, no other party has made or threatened to make a material claim against any of the insurance policies and arrangements of the Companies in effect at the time of Closing.

Section 4.12 Material Contracts.

(a) Schedule 4.12(a) sets forth a list of the following contracts and agreements to which any Company is a party as of the Closing Date (other than the Shared Services Agreement, the Master Netting Agreement, and the Company Guarantees) (the "Material Contracts"):

(i) any contract or agreement for the receipt, storage, blending, transportation, or delivery of Hydrocarbons in connection with the Business;

(ii) any contract or agreement that results in annual gross revenue or gross expenditures in excess of one hundred thousand dollars ($100,000);

(iii) any contract or agreement for lease of fixtures or equipment involving aggregate payments in excess of one hundred thousand dollars ($100,000) in any calendar year that are not terminable without penalty within sixty (60) days;

(iv) any contract or agreement for lease of personal property, fixtures, or equipment involving aggregate payments in excess of one hundred thousand dollars ($100,000) in any calendar year that is not terminable without penalty within sixty (60) days; and

(v) any contract or agreement under which the consequences of a default or termination would reasonably be likely to have a Material Adverse Effect.

(b) Except with respect to Material Contracts that expire prior to the Closing Date in accordance with their terms, each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding obligation of the applicable Company and, to the Knowledge of Sellers, the other party thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium and other similar Laws relating to or affecting the rights of creditors generally, and general equitable principles. Neither the Companies nor, to the Knowledge of Sellers, any other party to any Material Contract, is in breach or default in any material respect under any Material Contract, and there are no litigation, actions or proceedings pending nor, to the Knowledge of Sellers, threatened in writing under or relating to any Material Contract. None of the Material Contracts has been cancelled, terminated, amended or modified (except for change orders and similar modifications made available to Purchasers or occurring after the Closing Date in the Ordinary Course of Business promptly provided to Purchasers following execution thereof) and neither Sellers nor the Companies have provided or received any notice of any intention to cancel, terminate, amend or modify any Material Contract.

Section 4.13 Absence of Certain Changes or Events. Since December 31, 2021, except as disclosed on Schedule 4.13, the Companies have been carried on in the Ordinary Course of Business, and there has not been any:

(a) Material Adverse Effect;

(b) Issuance, purchase, redemption of any of the Membership Interests, or grant or issuance of any option, warrant or other right to purchase or acquire any such equity securities;

(c) Increase in the compensation payable or to become payable by either Company to any of its officers, employees, directors, members, consultants or agents (collectively, "Personnel") other than in the Ordinary Course of Business consistent with past practices, but only to the extent duly and accurately reflected in the Financial Statements;

(d) Bonus, incentive compensation, service award or other like benefit granted, made or accrued or agreed to be granted, made or accrued, contingently or otherwise, for or to the credit of any of the Personnel other than in the Ordinary Course of Business consistent with past practices, but only to the extent duly and accurately reflected in the Financial Statements;

(e) Payments to any pension, retirement, profit-sharing, bonus or similar plan, except in the Ordinary Course of Business;

(f) Payment or other distribution to any employee or member, except compensation paid in the Ordinary Course of Business;

(g) Change in relations between either Company, and any unions or workers councils of the employees or members of either Company that adversely affects either Company;

(h) Sale, assignment or transfer of any Assets of either Company other than in the Ordinary Course of Business;

(i) Amendment, cancellation or termination of any Material Contract other than Material Contracts in the Ordinary Course of Business or Material Contracts where the aggregate payments in one (1) year do not exceed ten thousand dollars ($10,000);

(j) Failure to operate the Companies in the Ordinary Course of Business, to use reasonable efforts to preserve the Company intact, to keep available the services of the necessary Personnel consistent with past practices, and to preserve the goodwill of its suppliers, customers and others having business relations the Companies;

(k) Change in accounting methods or practices by either Company;

(l) Revaluation by either Company of its Assets, including without limitation, writing off notes or Accounts Receivable other than in the Ordinary Course of Business consistent with past practice, but only to the extent duly and accurately reflected in the Financial Statements;

(m) Single capital expenditure in excess of one hundred thousand dollars ($100,000), or capital expenditures in the aggregate in excess of three hundred thousand dollars ($300,000);

(n) Damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties or business of the Companies in an amount exceeding $100,000; or

(o) New contract or agreement entered into outside the Ordinary Course of Business or with any partner, interest holder, member, officer, director or other Affiliate of the Companies or Sellers;

(p) Declaration, payment, setting aside for payment of any distribution (whether in equity or property) with respect to any interests of either Company;

(q) Waiver or release of any material right or claim of either Company or incurred any modification, amendments or terminations of any Material Contract, which are in the aggregate materially adverse to the Companies or the Business; and

(r) Material Contracts to do any of the foregoing.

Section 4.14 Financial Statements.

(a) Schedule 4.14(a) sets forth true and complete copies of the (i) balance sheets of each Company as of December 31, 2021, and the related audited statements of income and cash flows for the calendar years then ended (the "Financial Statements"); and (ii) unaudited balance sheet of each Company as of March 31, 2022, and the related unaudited statements of income for the three (3) month period then-ended (the "Interim Financial Statements").

(b) The Financial Statements present fairly, in all material respects, the financial position, results of operations and cash flows of each Company as of the dates and for the time periods indicated and have been prepared in accordance with the Company Accounting Practices consistently applied throughout the periods indicated and reviewed by the management of each Company. The Interim Financial Statements present fairly, in all material respects, the financial position and results of operations of each Company as of the date and for the period indicated and have been prepared in accordance with the Company Accounting Practices, consistent with the Financial Statements and reviewed by the management of each Company. The Financial Statements and the Interim Financial Statements were derived from the books and records of each Company, which are accurate and complete and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

(c) Neither Company has any obligation, liability or Indebtedness (whether known or unknown and whether absolute, contingent or otherwise) except those that: (a) are fully accrued or reserved against in the Financial Statements regardless of whether such obligation, liability or Indebtedness is required by GAAP to be included in the Financial Statements; (b) were incurred since the most recent balance sheet included in the Financial Statements in the Ordinary Course of Business and consistent with past practices and are of the same type and category as shown in the Financial Statements; (c) are obligations under Material Contracts, excluding liability for breaches thereof; or (d) are expressly set forth in this Agreement or Schedule 4.14(c).

Section 4.15 Real Property.

(a) Schedule 4.15(a) of the Disclosure Schedules sets forth the address or legal descriptions of all real property (collectively, the "Owned Real Property") owned by each Company. Except as set forth on Schedule 4.15(a) of the Disclosure Schedules, the Companies have good and marketable fee simple title to each parcel of Owned Real Property, free and clear of all Liens, save and except for Permitted Liens.

(b) Schedule 4.15(b) sets forth a true and complete list and description of all real property leased, licensed to or otherwise used or occupied (but not owned) by each Company (collectively, the "Leased Real Property"), including the address thereof, the monthly fixed rental, the expiration of the applicable lease term, any lease extension options and any security deposits. A true and correct copy (or if oral, then a written description thereof) of the lease, license or occupancy agreement, and any amendments thereto, with respect to the Leased Real Property (collectively, the "Real Property Leases") has been delivered to Purchaser, and no changes have been made to any Real Property Leases since the date of delivery. All of the Leased Real Property is used or occupied by the Companies pursuant to a Real Property Lease. Each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. There are no existing defaults by the Companies or, to the Knowledge of Sellers, the lessor under any of the Real Property Leases, and to the Knowledge of Sellers, no event has occurred which (with notice, lapse of time or both) could reasonably be expected to constitute a breach or default under any of the Real Property Leases by any Person or give any Person the right to terminate, accelerate or modify any Real Property Lease. Except as set forth on Schedule 4.15, no consent is required from the lessor under any of the Real Property Leases in connection with the transactions contemplated by this Agreement and the Transaction Documents, which has not been obtained and provided to Purchaser. The Companies have not leased or sublet as lessor or sublessor, and no Person (other than the Companies) is in possession of, any of the Leased Real Property.

(c) To the Knowledge of Sellers, all improvements located on, and the use presently being made of, the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by applicable Law, and the same use thereof by Purchaser following Closing, in the same manner as conducted by the Companies prior to Closing, will not result in any violation of any such code, ordinance, regulation or standard. The present use and operation of the Leased Real Property does not constitute a non-conforming use and is not subject to a variance. There is no proposed, pending or threatened change in any such code, ordinance, regulation or standard which would materially adversely affect the Companies.

(d) To the Knowledge of Sellers, there is no currently pending or contemplated reassessment of any parcel included in the Leased Real Property that could result in a change in the rent, additional rent or other sums and charges payable by the Companies under any agreement relating to the Leased Real Property.

(e) To the Knowledge of Sellers, there is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Leased Real Property. Neither the Companies nor Sellers have received any written notice or oral notice of any such proceeding and, to the Knowledge of Sellers, no such proceeding is contemplated.

(f) To the Knowledge of Sellers, there are no material defects in, mechanical failure of, or damage to, the Leased Real Property. To the Knowledge of Sellers, the mechanical, electrical and HVAC systems serving the Leased Real Property are in good working condition.

(g) All utilities (including water, sewer or septic, gas, electricity, trash removal and telephone service) are available to the Leased Real Property in sufficient quantities and quality to adequately serve the Leased Real Property in connection with the operation of the Business conducted therefrom as such operations are currently conducted thereon.

Section 4.16 Environmental.

(a) Except as set forth on Schedule 4.16 of the Disclosure Schedules, the Companies are presently and have been at all times in material compliance with all Environmental Laws applicable to the Leased Real Property, formerly owned, leased or operated locations, or its Business. Neither the Companies nor Sellers have received any written notice, report, or other communication regarding any violation, alleged violation, or potential liability under any Environmental Laws, and, to the Knowledge of Sellers, there are no facts or circumstances that could reasonably be expected to give rise to any such violation of or potential liability under any Environmental Laws.

(b) There are no writs, injunctions, decrees, orders or judgments outstanding, or any actions, suits, claims, proceedings, demands, notices of violation, deficiency notices, investigations, or the like pending or, to the Knowledge of Sellers, threatened, relating to compliance with or liability under any Environmental Law affecting the Companies.

(c) There has been no impermissible Release of, or exposure of any Person to, Hazardous Materials by the Companies or, to the Knowledge of Sellers, by any other Person, at the Leased Real Property, any real property owned, leased or operated by the Companies, or elsewhere that requires reporting, investigation, assessment, cleanup, remediation or any other type of response action pursuant to any Environmental Law or that could be the basis for any liability of any kind pursuant to any Environmental Law.

Section 4.17 Legal Compliance. Except with respect to (i) matters set forth on Schedule 4.17, (ii) compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 4.16), (iii) compliance with employment Laws (as to which certain representations and warranties are made pursuant to Section 4.16), and (iv) compliance with Laws concerning Taxes (as to which certain representations and warranties are made pursuant to Section 4.9), Sellers (with respect to the Business) and the Companies are now, and at all times since their respective inception have been, in compliance with all Laws or Governmental Orders with respect to its operation of the Companies, the Business and the Assets.

Section 4.18 Indebtedness. Schedule 4.18(a) sets forth a true and complete list of the individual components (indicating the amount and the Person to whom such Indebtedness is owed) of all the Indebtedness of the Companies and the Indebtedness of the Companies to be paid off prior to Closing, save and except for Indebtedness evidenced by the Promissory Notes.

Section 4.19 COVID-19; CARES Act.

(a) Since January 1, 2021 ("Reference Date"), except as set forth on Schedule 4.19(a), the Companies have not, as a result of COVID-19 or otherwise:

(i) Closed or idled, in each case whether in whole or part, any facility on any real property, or adopted plans to take any such action;

(ii) Agreed to defer or modify payment terms with respect to any accounts receivable, or received any request to take such actions from any third-party, written off any accounts receivable or increased any reserves for uncollectible accounts;

(iii) Deferred payment of, or modified payment terms with respect to, any accounts payable or Indebtedness, or requested any such deferment or modification from any third-party;

(iv) Laid-off, furloughed, terminated or changed compensation or benefits of, whether on a temporary or permanent basis, any employees, any independent contractors or consultants, or adopted plans to take any such action;

(v) Made any claim under any insurance policy or experienced any event or circumstance to which a claim may be made under any insurance policy;

(vi) Temporarily shut down or ordered a reduction in force;

(vii) Suffered a material disruption in its supply chains; or

(viii) Entered into any Material Contract to do any of the foregoing or undertaken any action or omission that would result in any of the foregoing.

(b) Neither Company has applied for, incurred, received or guaranteed any relief, assistance or Indebtedness pursuant to any relief or similar program administered by any Governmental Authority or other Person in connection with COVID-19, including the CARES Act (including, but not limited to, any PPP Loans).

(c) Schedule 4.19(e) identifies all actions taken by the Companies outside the Ordinary Course of Business since the Reference Date with respect to Taxes, including any delay or reduction in the payment or the deposit of any Taxes, any delay in the filing of any Tax Return, Tax election or other Tax-related filing (including pursuant to IRS Notice 2020-18, IRS Notice 2020-23 or any similar or related guidance for federal, state or local Tax purposes), any material Tax election, any amendment to any Tax Return, any consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, any claim for refund, any utilization of any Tax credits, Tax benefits or other Tax incentives under the Families First Coronavirus Response Act, the CARES Act or any other similar or related federal, state or local Laws, and any other similar actions relating to Taxes or Tax Returns. Except as set forth in Schedule 4.19(e), since the Reference Date, the Companies have not taken any actions with respect to Taxes outside the Ordinary Course of Business. Schedule 4.19(e) identifies the amount (if any) of each Company’s portion of Social Security Taxes the deposit and payment of which has been deferred pursuant to Section 2302 of the CARES Act. Schedule 4.19(e) also identifies the amount of any payroll or other Taxes that would otherwise have been payable to a Governmental Authority but has been withheld or retained by either Company on the basis that such Company is eligible for and is claiming an Employee Retention Credit under Section 2301 of the CARES Act, and such Company was entitled to withhold or retain such amounts pursuant to Section 2301 of the CARES Act and has complied with all conditions to eligibility and other requirements relating thereto. The Companies have not taken any action with regard to the Employee Retention Credit under Section 2301 of the CARES Act.

(d) Except as set forth in Schedule 4.19(d), since the Reference Date, the Companies have not made any claims to landlords of the Companies with respect to rent, reduction in leased space, or other relief under any leases of the Companies for Leased Real Property, including those relating to claims of breach of quiet enjoyment, interruption of service, impossibility of performance, frustration of purpose, force majeure, or otherwise.

Section 4.20 Intellectual Property.

(a) Schedule 4.20 sets forth a true, correct and complete list of all the Intellectual Property owned (in whole or part), held or created by, or licensed to or used by the Companies. The Companies own and possess, free and clear of all Liens, all right, title and interest in or have a valid and enforceable written license or rights to use, all Intellectual Property used by each Company in the operation of the Business as presently conducted. Except as set forth on Schedule 4.20, no loss or expiration of any of the Intellectual Property is pending or, to the Knowledge of Sellers, threatened. The Companies own and possess all right, title and interest in and to all Intellectual Property created or developed by or on behalf of, or otherwise under the direction or supervision of, either Company’s employees or independent contractors, relating to the Business.

(b) To the Knowledge of Sellers, the Companies have not infringed or misappropriated, and the operation of the Business as currently conducted does not infringe or misappropriate, any Intellectual Property rights of other Persons. The Companies have not received any written notice regarding any of the foregoing (including any demand or offer to license any Intellectual Property rights from any other Person). To the Knowledge of Sellers, no third party has infringed or misappropriated any of the Intellectual Property of the Companies. The transactions contemplated by this Agreement shall not impair the right, title or interest of the Companies in and to the Intellectual Property of the Companies and all of the Intellectual Property of the Companies shall be owned or available for use by the Companies immediately after the Closing on terms and conditions identical to those under which the Companies owned or used the Intellectual Property of the Companies immediately prior to the Closing. The Companies have taken commercially reasonable efforts to protect the Intellectual Property of the Companies from infringement, misappropriation, and unauthorized disclosure.

(c) Neither the Companies nor either Seller have received any notice of any, actual or alleged breaches of security (including theft and unauthorized use, access, collection, processing, storage, disposal, destruction, transfer, disclosure, interruption or modification by any Person) of (i) the systems, hardware, software, network, or equipment of either Company (or the Seller to the extent used in the Business), including all information stored or contained therein or transmitted thereby, or (ii) any data in the possession or control of the Companies or either Seller about or from an individual that is protected by or subject to any data protection, privacy or security Laws, including protected health information.

(d) The Companies have complied at all times with all relevant requirements of any applicable data protection Law, each Company’s own data protection principles, requests from data subjects for access to data held by the Companies and any Law relating to the registration of data users. The Companies have not received any notification from a Governmental Authority regarding noncompliance or violation of any data protection principles or Law. No Person has claimed any compensation from the Companies for the loss of or unauthorized disclosure or transfer of personal data and no facts or circumstances exist that might give rise to such a claim. The Companies have not undergone any audit or regulatory inquiry from any Governmental Authority with respect to privacy and/or data security of personally identifiable information and, to the Knowledge of Sellers, the Companies are not subject to any current inquiry from any Governmental Authority (including complaints from any individuals provided to such Governmental Authority) regarding same. The Companies have taken reasonable commercial steps to preserve the availability, security and integrity of the information systems and the data and information stored on the information systems owned or exclusively controlled by each Company. Each Company has maintained, and continue to maintain, safeguards, security measures and procedures to protect against the unauthorized access, destruction, loss, or alteration of customer data or information (including any personally identifiable information) in each Company’s possession or control.

Section 4.21 Licenses. The Companies possess and have maintained all Licenses are required to permit either Company to own, operate, use and maintain the Assets in the manner in which they are now operated and maintained and to conduct the Business as presently conducted.

Section 4.22 Brokers’ Fees. Except as set forth on Section 4.22, no Person has acted directly or indirectly as a broker, finder or financial advisor for Sellers or the Companies in connection with the negotiations relating to the transactions contemplated by this Agreement for which Purchaser will become obligated to pay a fee or commission.

Section 4.23 Disclosure. This Agreement, the Schedules and Exhibits hereto, and all other documents and written information furnished by Sellers and the Companies to Purchaser pursuant hereto or in connection herewith, are true, complete and correct, and do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made herein and therein not misleading. There are no facts or circumstances relating to the Companies, the Assets or the Business which adversely affect or might reasonably be expected to adversely affect the Companies, the Assets, the Business (including the prospects or operations thereof), or the ability of the Companies to perform this Agreement or any of its obligations hereunder.

Section 4.24 Representations of the Sellers. Each Seller makes the following representations and warranties to the Purchaser which are set forth in this Section 4.24. No specific representation or warranty will limit the generality or applicability of a more general representation or warranty.

(a) Compliance with Duties. Each Seller has not taken any act or omitted to take any act, or permitted any act or omission to occur, which will cause a breach of his duties as a member, director or officer of either Company.

(b) Purchase Entirely for Own Account. This Agreement is made with Sellers in reliance upon each Sellers' representations to Purchaser, which by each Sellers' execution of this Agreement, such Seller hereby confirms, that the Purchaser Stock Consideration that will be issued to such Seller pursuant to Section 3.1(b) will be acquired for investment for such Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Seller does not have a present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, each Seller represents that such Seller does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Purchaser Stock Consideration.

(c) Receipt of Information. Each Seller believes that such Seller has received all the information such Seller considers necessary or appropriate for deciding whether to invest in the Purchaser Stock Consideration. Each Seller further represents that such Seller has had an opportunity to ask questions and receive answers from Purchaser regarding the terms and conditions of the offering of the Purchaser Stock Consideration and the business, properties, prospects, and financial condition of Purchaser and its subsidiaries and to obtain additional information (to the extent the Purchaser and its subsidiaries possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to Sellers or to which Sellers had access. The foregoing, however, does not limit or modify the representations and warranties of Purchaser in Article V or the rights of Sellers to rely thereon.

(d) Investment Experience. Each Seller acknowledges that it is financially sophisticated, able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchaser Stock Consideration.

(e) Accredited Seller Status. Each Seller is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act.

(f) Purchaser Stock Consideration. The Parties have agreed that the fair market value of the aggregate Purchaser Stock Consideration shall be based on the volume-weighted average price for the Purchaser Common Stock for the five trading days immediately preceding the Closing Date. The number of shares constituting the aggregate Purchaser Stock Consideration shall be an amount which does not equal or exceed the number of shares which represent twenty percent (20%) of the number of shares of Purchaser Common Stock outstanding immediately prior to the issuance of the Purchaser Stock Consideration and is intended to comply with the requirements of Nasdaq Rule 5635(d) with regard to not requiring the approval of Purchaser’s stockholders.

Article V.
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represent and warrant to Sellers as follows:

Section 5.1 Organization

Purchaser is a corporation, duly organized and validly existing under the laws of the State of Nevada. Purchaser has the requisite corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as currently conducted by Purchaser.

Section 5.2 Due Authorization. Purchaser has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and the other Transaction Documents and the performance of its obligations hereunder and thereunder have been duly and validly authorized by Purchaser, and no other action on the part of Purchaser is necessary. This Agreement and the Transaction Documents have been duly and validly executed and delivered by Purchaser and are, or will be, a legal, valid and binding obligation of Purchaser, enforceable against Purchaser, in accordance with its terms, except as the enforceability may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally; or (ii) general principles of equity.

Section 5.3 No Conflict. The execution and delivery of this Agreement and the other Transaction Documents by Purchaser and the consummation of the transactions contemplated hereby and thereby do not and will not violate any provision of, or result in the breach of any applicable Law, rule or regulation of any Governmental Authority, the articles of organization, articles of incorporation, operating agreement, bylaws or other organizational documents of Purchaser, or any agreement, indenture or other instrument to which Purchaser are party or by which Purchaser may be bound, or of any order, judgment or decree applicable to Purchaser, or terminate or result in the termination of any such agreement, indenture or instrument, or result in the creation of any Lien upon any of the properties or assets of Purchaser or constitute an event which, after notice or lapse of time or both, would result in any such violation, breach, acceleration, termination or creation of a Lien or result in a violation or revocation of any required license, permit or approval from any Governmental Authority or other Person, except to the extent that the occurrence of any of the foregoing would not have a Material Adverse Effect on the ability of Purchaser to enter into and perform its respective obligations under this Agreement or any other Transaction Document.

Section 5.4 Governmental Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Companies and each Seller contained in this Agreement, to the Knowledge of Purchaser, no material consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority or other third party is required on the part of Purchaser with respect to Purchaser’s execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby other than Nasdaq approval of the Purchaser’s Listing of Additional Shares Notification Form and the approval of EF Hutton, division of Benchmark Investments, LLC, to the issuance of the securities of Purchaser contemplated by this Agreement..

Section 5.5 Brokers. Except as set forth in Schedule 5.5, no Person has acted directly or indirectly as a broker, finder or financial advisor for Purchaser in connection with the negotiations relating to the transactions contemplated by this Agreement for which Sellers will become obligated to pay a fee or commission.

Section 5.6 Purchaser Stock Consideration. The Purchaser Stock Consideration, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration contemplated by this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of preemptive rights and all mortgages, pledges, security interests, liens, charges, claims, restrictions, easements or other encumbrances of any nature and restrictions imposed by or through Purchaser other than restrictions as set forth in the governing documents of Purchaser and the Lockup Agreement.

Section 5.7 Litigation and Proceedings. Purchasers have not received service of process, and to the Knowledge of Purchasers, there are no pending or threatened Actions before or by any Governmental Authority that would prevent or materially affect the transactions contemplated by this Agreement and the Transaction Documents; there is no unsatisfied judgment, order or decree or any open injunction binding upon Purchasers that would have an material effect upon the transactions contemplated by this Agreement and the Transaction Documents; and to the Knowledge of Purchasers, no event has occurred and no condition exists on the basis of which any litigation, proceeding or investigation would reasonably be expected to result that would materially affect the performance of this Agreement or the Transaction Documents.

Article VI.
OTHER COVENANTS

Section 6.1 Exchange of Other Payments and Information. Following the Closing, (a) Sellers will promptly, and in any event, not later than three (3) Business Days following receipt, forward to Purchaser any payments received by Sellers with respect to any of the Assets, including, but not limited to Accounts Receivable, or the operation of the Business after the Closing, and any checks, drafts or other instruments payable to Sellers will, when so delivered, bear all endorsements required to effectuate the transfer of the same to Purchaser and (b) Sellers will promptly forward to Purchaser any mail or other communications received by Sellers relating to the Companies.

Section 6.2 Prorations. Sellers and Purchaser shall prorate the Prorated Items as of the Closing Date, on the basis of the actual number of days each party had possession or use during the calendar year or, where the billing is for a lesser period, during such period, except for those Prorated Items where it is possible to prorate by actual usage. Sellers and Purchaser shall cooperate with respect to such prorations and reimburse each other on a reasonable basis to accomplish the prorations provided for herein. For purposes of this Agreement, "Prorated Items" shall mean all periodic charges, including, but not limited to, prepaid lease payments, property taxes and utility payments, applicable to periods both before and after the Closing with respect to the Business normally prorated in connection with similar transactions.

Section 6.3 Amended Forms P-5. Purchaser shall file the Amended Form P-5 with the Railroad Commission of Texas not later than five (5) Business Days following the Closing Date and shall use commercially reasonable efforts to cause the Railroad Commission of Texas to recognize, accept, or approve such Amended Forms P-5 or otherwise recognize Purchaser as the controlling entity of SFD and WCCC as soon as reasonably practicable. Notwithstanding anything contained herein to the contrary, Purchaser shall indemnify, defend, and hold harmless Seller and Seller's Affiliates from and against any and all claims, fines, fees, penalties, and damages incurred as a result of a failure to timely file, submit and seek approval of the Amended Form P-5.

Section 6.4 Further Assurances. From and after the Closing, the Parties shall take, or cause to be taken, such acts and execute such documents and instruments as may be reasonably required to effectuate the transactions contemplated hereby. From and after the Closing, each Seller shall cooperate with Purchaser, and shall use their reasonable best efforts to assist, in the transfer to Purchaser of the goodwill and reputation associated with the Business and of the Business’ relationships, including relationships with suppliers, customers, and employees.

Section 6.5 Public Announcements; Confidentiality.

(a) No Party (or any of its Affiliates) shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof, or the transactions contemplated hereby without the prior written consent of the other Party (collectively, the "Public Announcement Restrictions"). The Public Announcement Restrictions shall not restrict disclosures to the extent (i) necessary for a Party to perform this Agreement (including disclosures to Governmental Authorities, or as reasonably necessary to provide notices, seek waivers, amendments or consents), (ii) required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Party or its respective Affiliates, (iii) made to Representatives, or (iv) that such Party has given the other Party a reasonable opportunity to review such disclosure prior to its release and no objection is raised. In the case of the disclosures described under subsections (i) and (ii) of this Section 6.5(a), each Party shall use its reasonable efforts to consult with the other Party regarding the contents of any such release or announcement prior to making such release or announcement.

(b) The Parties shall treat as confidential all information and data (i) relating to the existence of this Agreement, including the Exhibits hereto, the contents hereof or thereof, or the transactions contemplated hereby and thereby, or (ii) that is or was (at any point) subject to restrictions on disclosure (including, for the avoidance of doubt, any information made available to Purchasers by or on behalf of Sellers or their Representatives prior to Closing) strictly confidential, except (A) for disclosures to Representatives of the Parties (in which event, the disclosing Party will be responsible for making sure that the Representatives keep such information and data confidential), (B) as required to perform this Agreement, (C) to the extent expressly contemplated by this Agreement (including in connection with the resolution of disputes hereunder), (D) for disclosures that are required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any stock exchange having jurisdiction over the Parties or their respective Affiliates, (E) for disclosures to Governmental Authorities as required by Law, (F) information which the non-disclosing party knew or to which the non-disclosing party had access prior to disclosure, provided that the source of such information is not known by the non-disclosing to be bound by a confidentiality obligation to the disclosing party, or (G) as to any information or data that is or becomes available to the public other than through the act or omission of such Party or its Representatives in violation of this Section 6.5(b); provided, that, prior to making any disclosures permitted under subsection (A) above, the Party disclosing such information shall obtain an undertaking of confidentiality from the Person receiving such information.

(c) Each Seller hereby acknowledges that it is aware that the federal and state securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such a company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Nothing herein shall preclude disclosure of the confidential information or trading thereon after public disclosure of the confidential information is made by the Purchaser.

Section 6.6 Registration Statement.

(a) No later than forty-five (45) days following the Closing Date, the Purchaser shall use its reasonable best efforts to prepare and file or cause to be prepared and filed with the SEC, a registration statement on Form S-1 or any other available form (the "Registration Statement") for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by Sellers of all of the Purchaser Stock Consideration and, to the extent practicable, additional shares of Unrestricted Common Stock which may be utilized by the Purchaser to make payments in accordance with the terms of the Promissory Notes. Purchaser shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing (the date on which the Registration Statement becomes effective, the "Effectiveness Date"). During the period beginning on the Effectiveness Date and for a period of one (1) year following the Effectiveness Date, Purchaser shall use its reasonable best efforts to keep the Registration Statement continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another registration statement meeting the requirements of this Section 6.6(a) is available, under the Securities Act at all times until all of the Purchaser Stock Consideration has been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement. The Registration Statement filed with the SEC pursuant to this Section 6.6(a) shall contain a prospectus in such form as to permit each Seller to sell such Seller’s pro rata portion of the Purchaser Stock Consideration pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effectiveness Date, and shall provide that the Purchaser Stock Consideration may be sold pursuant to any method or combination of methods legally available to, and requested by, Sellers.

(b) Notwithstanding Section 6.6(a) above, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, Purchaser shall furnish to Sellers and their legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as Sellers or their legal counsel may reasonably request in order to facilitate the disposition of the Purchaser Stock Consideration, and provide each Seller the opportunity to object to any information pertaining to such Seller and its plan of distribution that is contained therein and make the corrections reasonably requested by such Seller with respect to such information prior to filing such Registration Statement or such other registration statement or supplement or amendment thereto; provided, however, each Seller shall provide such objections and/or corrections within five (5) days of receipt of such Registration Statement and the forty-five (45)-day period in the first sentence of Section 6.6(a) shall be tolled for each day beyond five (5) days after receipt of such Registration Statement that any Seller has not provided such objections and/or corrections.

(c) Purchaser shall also prepare and file a supplemental listing application with Nasdaq to list the Purchaser Stock Consideration covered by the Registration Statement and shall use reasonable best efforts to have the Purchaser Stock Consideration approved for listing on Nasdaq by the date of effectiveness of the Registration Statement, subject only to official notice of issuance.

(d) When effective, Purchaser covenants and agrees that the Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectuses contained in such Registration Statement, in light of the circumstances under which a statement is made).

(e) Purchaser shall notify Sellers in writing of the effectiveness of the Registration Statement as soon as practicable, and in any event within one (1) Business Day after the Effectiveness Date, and shall furnish to them, without charge, such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the prospectus contained therein (including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in the Registration Statement or such other documents as Sellers may reasonably request in order to facilitate the sale of the Purchaser Stock Consideration in the manner described in the Registration Statement.

Section 6.7 Affiliate Arrangements. Except for obligations specified in Schedule 6.7, which will continue after the Closing in accordance with their terms as in effect on the date of this Agreement, all agreements and arrangements between and among the Companies, on the one hand, and the Sellers and their Affiliates, on the other hand, all liabilities and obligations of the Companies, on the one hand, and Sellers and their Affiliates, on the other hand, will automatically terminate in their entirety effective as of the Closing without any further actions by the Parties and thereby be deemed voided, cancelled and discharged in their entirety. Without limiting the generality of the foregoing, all intercompany accounts among the Companies, on the one hand, and the Sellers and their Affiliates, on the other hand, that then remain outstanding will be terminated, voided, cancelled and discharged, except to the extent any such accounts would be taken into account in connection with the determination of Net Working Capital.

Section 6.8 Commitment Regarding Company Indemnification Provisions. Purchaser covenants and agrees that during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, Purchaser shall not cause any amendment, modification, waiver or termination of any provision of the Organizational Documents of the Companies setting forth exculpation from liability or rights to indemnification for officers, directors, managers or members of the Companies, the effect of which would be to affect adversely the rights of any person serving as an officer, director, manager or member of the Companies, existing as of the date of this Agreement under such provisions; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law.

Article VII.
TAX MATTERS

Section 7.1 Transfer Taxes. Any and all Transfer Taxes shall be borne by Sellers. Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to Transfer Taxes. Purchaser agrees to use commercially reasonable efforts and to cooperate with Seller to minimize any Transfer Taxes.

Section 7.2 Property Taxes. With respect to any Property Taxes, including payments in lieu of Property Taxes, assessed on any of the Assets for a Tax Period that begins on or before and ends after the Closing Date (such period, a "Straddle Period"), the liability for such Property Taxes shall be prorated on a daily basis between Purchaser and Sellers, as of the Closing Date, with Sellers being liable for the portion of such Property Taxes equal to the product of (i) the amount of such Property Taxes for the entirety of the Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the total number of days in the Straddle Period, and with Purchaser being liable for the remainder of such Property Taxes. To the extent that Sellers, from and after the Closing, receive any bill, assessment or other notice of any such Property Taxes due for any Straddle Period, Sellers shall promptly forward a copy of such bill, assessment, or other notice to Purchaser.

Section 7.3 Cooperation on Tax Matters. Purchaser and Sellers shall, and shall cause their Affiliates to, cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns, financial reporting matters, and any audit, litigation or other proceeding with respect to Taxes, in each case, relating to the Assets or the Business. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information reasonably relevant to any such Tax Return or audit, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Sellers agree to, and agree to cause their Affiliates to, retain all books and records in their possession with respect to Tax matters relating to the Assets or the Business for any Tax Period beginning on or before the Closing Date until the expiration of the statute of limitations of the Tax Periods to which such Tax Returns and other documents relate (and, to the extent notified by Purchaser, any extensions thereof).

Section 7.4 Tax Returns. Sellers shall prepare and file any Tax Return in respect of the Companies for any period that includes a pre-Closing Tax Period and shall have the sole right to control all proceedings with respect to such Tax Returns, and Sellers shall be responsible for any Taxes relating to the Companies for any pre-Closing Tax Period. Purchaser shall prepare and file all Tax Returns in respect of the Companies for any post-Closing Tax Period and shall have the sole right to control all proceedings with respect to such Tax Returns, and Purchaser shall be responsible for any Taxes relating to the Companies for any post-Closing Tax Period.

Article VIII.
SURVIVAL; INDEMNIFICATION

Section 8.1 Survival.

(a) The representations and warranties, of Sellers contained in Article IV of this Agreement shall survive for a period of twelve (12) months following the Closing, except for (i) the representations and warranties contained in Section 4.1 (Organization and Qualification of the Companies), Section 4.2 (Capitalization of Companies), Section 4.2(a) (Capacity; Enforceability), Section 4.6 (Litigation and Proceedings) and Section 4.9 (Taxes) (the "Fundamental Representations"), which will survive until the expiration of the applicable statute of limitations. All covenants and agreements of the Sellers contained herein shall survive the Closing indefinitely or for the period explicitly specified herein as shall claims involving fraud, willful misconduct or intentional misrepresentation on the part of Sellers. Notwithstanding the foregoing, any claims against Sellers asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from a Purchaser Indemnified Party to Sellers prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

(b) The representations and warranties, of Purchaser contained in Article V of this Agreement shall survive for a period of twelve (12) months from the Closing Date, except for representations and warranties contained in Section 5.2 (Litigation and Proceedings) ("Purchaser Fundamental Representations"), which will survive until the expiration of the applicable statute of limitations. All covenants and agreements of the Purchaser contained herein shall survive the Closing indefinitely or for the period explicitly specified herein as shall claims involving fraud, willful misconduct or intentional misrepresentation on the part of Purchaser. Notwithstanding the foregoing, any claims against Purchaser asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from a Seller Indemnified Party to the Purchaser prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Section 8.2 Indemnification by Sellers.

(a) Subject to the provisions and limitations of this Article VIII, from and after the Closing Date, each Seller, severally and not jointly, shall indemnify and hold harmless Purchaser and its Affiliates (the "Purchaser Indemnified Parties") from and against any and all claims, liabilities, damages, losses, demands, obligations, deficiencies, costs, and expenses of any nature whatsoever, including, without limitation, reasonable attorneys’ fees, accountants’ fees, and all costs of investigation, and other expenses of defending any actions or claims, amounts of judgment and amounts paid in settlement, whether or not involving a Third Party Claim (collectively referred to as the "Damages"), suffered by Purchaser Indemnified Parties resulting from or arising out of (i) any inaccuracy or breach of any of the representations or warranties made by either Seller in this Agreement or in any Transaction Document executed in connection herewith, (ii) any breach or nonfulfillment of any covenants or agreements made by either Seller in this Agreement or in any Transaction Document executed in connection herewith, (iii) any Taxes owed by either Seller and any Taxes owed by either Company for or relating to the period prior to the Closing, (iv) any Indebtedness or Selling Expenses not fully paid by either Seller on the Closing Date or not taken as a reduction to the Purchase Price at the Closing, save and except for Indebtedness disclosed on the Disclosure Schedules, (v) any fraud or willful misconduct or intentional misrepresentations or omissions by either Seller (each claim made by the Purchaser Indemnified Parties pursuant to this Section 8.2(a) shall be a "Purchaser Claim").

(b) Except as set forth in the last sentence of this Section 8.2(b), Sellers shall not have liability for indemnification pursuant to clause (i) of Section 8.2(a) for any individual Purchaser Claim under clause (i) of Section 8.2(a) for which indemnification is provided hereunder unless the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceeds fifty thousand dollars ($50,000) in the aggregate ("Basket Amount"). Once the amount of all Purchaser Claims arising under clause (i) of Section 8.2(a) exceed the Basket Amount in the aggregate, Sellers shall be severally and not jointly responsible for the full amount of Purchaser Claims with respect to clause (i) of Section 8.2(a) including the Basket Amount. The Basket Amount shall not be applicable to any Purchaser Claim for breach of Section 4.8 (Accounts Receivable). Notwithstanding the foregoing, the maximum aggregate liability of Sellers for Purchaser Claims under clause (i) of Section 8.2(a), other than Fundamental Representations, and Section 4.8 (Accounts Receivable), shall not exceed, in the aggregate, an amount equal to twenty percent (20 %) of the Purchase Price ("Cap"). Furthermore, the maximum aggregate liability of Sellers for Purchaser Claims under Section 8.2(a) shall not exceed, in the aggregate, an amount equal to the Purchase Price. The limitations set forth in this Section 8.2(b) shall not apply to any Purchaser Claim related to clauses Section 8.2(a)(iii) through Section 8.2(a)(v).

(c) For purposes of determining under Article IV the inaccuracy or breach of any representation or warranty herein or in any instrument or document delivered hereunder and the amount of any Damages that are indemnifiable hereunder, each such representation and warranty shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty).

(d) The Purchaser Indemnified Parties shall not be entitled to assert any Purchaser Claim for indemnification pursuant to this Section 8.2 for Purchaser Claims for indemnification with time restrictions under Section 8.1(a) after the dates provided in Section 8.1(a); provided, however, that if on or prior to such date a Notice of Claim (as defined below) shall have been provided pursuant to Section 8.4 hereof for such indemnification, the Purchaser Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII.

(e) All claims for indemnification by Purchaser Indemnified Parties shall be net of any insurance proceeds actually received as a result of the matter for which indemnification is claimed.

(f) Once Damages are agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII, the Indemnifying Party shall satisfy its obligations within thirty (30) days of such agreement or final, non-appealable adjudication by first adjusting the outstanding principal amounts then-due under the Promissory Notes, or, in the case where the Sellers are the Indemnifying Party and the amount of Damages exceeds the outstanding principal amounts then-due under the Promissory Notes, paying the excess amount of Damages by wire transfer of immediately available funds to an account designated by such Purchaser Indemnified Party.

Section 8.3 Indemnification by Purchaser.

(a) Subject to the provisions of this Article VIII, from and after the Closing Date, Purchaser shall indemnify and hold harmless Sellers, and their respective Affiliates (the "Seller Indemnified Parties") from and against any and all Damages suffered by Seller Indemnified Parties resulting from or arising out of (i) any breach of any of the representations or warranties made by Purchaser in this Agreement or in any Transaction Document executed in connection herewith, (ii) any breach or nonfulfillment of any covenants or agreements made by Purchaser herein or any document executed in connection herewith, notwithstanding when any such breach or nonfulfillment may occur, or (iii) any fraud or willful misconduct or intentional misrepresentations or omissions by Purchaser (a claim made by the Seller Indemnified Parties pursuant to this Section 8.3(a) shall be a "Seller Claim").

(b) None of the Seller Indemnified Parties shall be entitled to assert any claim for indemnification pursuant to Section 8.3 after the dates provided in Section 8.1(b); provided, however, that if on or prior to such date a Notice of Claim shall have been given pursuant to Section 8.4 hereof for such indemnification, the Seller Indemnified Parties shall continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article VIII.

(c) Except as set forth in the last sentence of this Section 8.3(c), Purchaser shall not have liability for indemnification pursuant to clause (i) of Section 8.3(a) for any individual Seller Claim that arises under clause (i) of Section 8.3(a) for which indemnification is provided hereunder unless the amount of all Seller Claims that arise under clause (i) of Section 8.3(a) exceed the Basket Amount. Once the amount of all Seller Claims arising under clause (i) of Section 8.3(a) exceeds the Basket Amount in the aggregate, Purchaser shall be responsible for the full amount of Seller Claims with respect to clause (i) of Section 8.3(a) including the Basket Amount. Notwithstanding the foregoing, the maximum aggregate liability of Purchaser for Seller Claims under clause (i) of Section 8.3(a), other than Purchaser Fundamental Representations, shall not exceed, in the aggregate, an amount equal to the Cap. The maximum aggregate liability of Purchaser for Seller Claims under clause (i) of Section 8.3(a), including Purchaser Fundamental Representations, shall not exceed, in the aggregate, an amount equal to the Cap. The limitation set forth in this Section 8.3(c) shall not apply to Purchaser's indemnification obligations with respect to any indemnifiable losses arising from fraud, willful misconduct or intentional misrepresentations on the part of Purchaser.

(d) All claims for indemnification by the Seller Indemnified Parties shall be net of any insurance proceeds actually received as a result of the matter for which indemnification is claimed.

Section 8.4 Indemnification Procedures.

(a) Upon obtaining knowledge of any claim or demand which has given rise to a claim for indemnification under Section 8.2 or Section 8.3, the Purchaser Indemnified Parties or the Seller Indemnified Parties (each, an "Indemnified Party") shall give written notice ("Notice of Claim") of such claim or demand to the applicable indemnifying party (each, an "Indemnifying Party"). In each case, such Notice of Claim shall specify in reasonable detail such information as the Indemnified Parties may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same); provided, however, that, subject to the limitations set forth in Section 8.1, Section 8.2 and Section 8.3, respectively, no failure or delay by the party giving the Notice of Claim shall reduce or otherwise affect the obligation of the Indemnifying Party unless and to the extent the Indemnifying Party is thereby prejudiced.

(b) Within thirty (30) Business Days of receiving a Notice of Claim, the Indemnifying Party may object to such indemnification claim, stating in reasonable detail the bases for such objection. Any objection to a Notice of Claim must be signed by one or more representatives of the Indemnifying Party or its counsel and shall set forth in reasonable detail the items as to which disagreement exists (the "Disputed Matters"). If an objection is delivered, the Indemnified Party and the Indemnifying Party shall negotiate in good faith to resolve in writing any Disputed Matters. If they are unable to reach an agreement with respect to the Disputed Matters within a period of thirty (30) Business Days after the receipt of an objection, then any Disputed Matters as to which written agreement has not been reached shall be resolved in accordance with the procedures described in Article IX.

(c) If any lawsuit or other action is filed or instituted against any of the Indemnified Parties with respect to a matter subject to indemnity hereunder (a "Third Party Claim"), notice thereof (a "Third Party Notice") shall be given to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) days after the service of the citation or summons). Subject to the limitations set forth in Section 8.1, Section 8.2 and Section 8.3, respectively, the failure of the Indemnified Parties to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the Indemnifying Party has actually been prejudiced as a result. After receipt of a Third Party Notice, if the Indemnifying Party provides evidence reasonably satisfactory to the Indemnified Party that it has the ability to pay the amounts claimed in the Third Party Claim and that the Third Party Claim relates to a matter for which indemnification is proper under this Agreement, the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such Third Party Claim, (ii) to employ and engage attorneys of its own choice to handle and defend the Third Party Claim (the selection of such attorneys to be subject to approval of the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed), at the Indemnifying Party’s cost, risk and expense, and (iii) to compromise or settle such Third Party Claim; provided, however, that such Third Party Claim shall not be compromised or settled without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall, and shall cause its Affiliates to, cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom for which the Indemnifying Party has assumed the defense; and the Indemnified Party may, at the Indemnified Party’s own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The Parties shall also cooperate with each other in any notifications to insurers. If the Indemnifying Party fails to assume the defense of such claim within thirty (30) days after receipt of the Third Party Notice (or within such shorter period of time as may be necessary to prudently defend such claim), the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim and the Indemnifying Party shall have the right to participate therein at the Indemnifying Party’s cost; provided, however, that such claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Indemnified Party assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party informed (including, as necessary, updates from counsel) of the progress of any such defense, compromise or settlement, when and as reasonably requested by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party to the extent such underlying claim is indemnifiable under this Article VIII if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable or other non-monetary relief against the Indemnified Party; (3) the Indemnified Party reasonably believes that there exists or could arise a conflict of interest that, under applicable principles of legal ethics, could prohibit a single lawyer or law firm from representing both the Indemnified Party and the Indemnifying Party in such claim or action, and such conflict has not been timely waived upon petition by the Indemnified Party; (4) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; or (5) the Indemnified Party reasonably believes that the Damage relating to the claim would exceed the maximum amount that such Indemnified Party would then be entitled to recover under the applicable provisions of Article VIII.

(d) If the indemnification claim is made pursuant to Section 8.2, the total amount of such matured claims shall be paid in accordance with Section 8.2, subject to the limitation set forth in Section 8.2; likewise, if the indemnification claim is made pursuant to Section 8.3, the total amount of such matured claims shall be paid in accordance with Section 8.3, subject to the limitations set forth in Section 8.3.

(e) The Indemnifying Party shall be subrogated to the rights of the Indemnified Party in respect of any insurance (other than self-insurance or insurance coverage provided by any captive insurance company that is an Affiliate of any Party) relating to claims made hereunder, as the case may be, to the extent of any indemnification payments made hereunder, and the Indemnified Party shall provide all reasonably requested assistance to the Indemnifying Party in respect of such subrogation, including executing any instrument reasonably necessary to evidence such subrogation rights.

(f) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER THIS Article VIII OR OTHERWISE UNDER THIS AGREEMENT FOR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, BY CONTRACT OR STATUTE, EXCEPT TO THE EXTENT ANY INDEMNIFIED PARTY SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A FINALLY ADJUDICATED THIRD-PARTY CLAIM, IN WHICH CASE SUCH DAMAGES SHALL BE RECOVERABLE (TO THE EXTENT RECOVERABLE UNDER THIS Article VIII) WITHOUT GIVING EFFECT TO THIS Section 8.4(f).

Section 8.5 Exclusive Remedy. The rights of the Indemnified Parties under this Article VIII shall be the exclusive remedy of such Indemnified Parties with respect to claims resulting from any breach by the Indemnifying Parties of any representation, warranty, covenant or agreement contained in this Agreement; provided, however, that this Section 8.5 is not intended in any way to limit or restrict the right of any party to separately seek equitable remedies, including injunctive relief or to pursue a claim for fraud or other non-waivable rights of action.

Section 8.6 Tax Treatment of Indemnity Payments. All amounts paid with respect to indemnity claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Purchase Price, unless otherwise required by Law.

Section 8.7 Unwinding. Notwithstanding any provision to the contrary contained in this Agreement or any other Transaction Document, prior to Sellers' receipt of the Threshold Payment Amount, upon a Holder exercising its rights pursuant to Section 10 of a Pledge Agreement in accordance with its provisions, the Parties agree that the sole and exclusive remedy of the Parties shall be as follows (collectively, the "Unwinding"):

(a) Seller(s) may continue to exercise any and all of their rights pursuant to the Pledge Agreements and Notes, which shall not be abrogated or diminished by this Agreement in any respect;

(b) Contemporaneously with the transfer, sale or repossession of any of the Membership Interests pursuant to and in accordance with the Pledge Agreements, Sellers shall assign and transfer to Purchaser the number of shares of Common Stock of Purchaser constituting the Purchaser Stock Consideration and any other amounts (the "Pre-Payment Amounts") paid to Sellers above and beyond the monthly amounts required to be paid to Sellers under the Notes (the "Unwind Closing"). Any such Pre-Payment Amounts shall be returned to Purchaser (i) in cash, if originally remitted to Sellers in cash, (ii) in Purchaser Common Stock, if originally remitted to Sellers in Purchaser Common Stock, or (iii) to the extent Purchaser Common Stock was originally remitted to Sellers, but such stock was sold, margined, or hypothecated by Sellers, in cash at the value attributed to such Purchaser Common Stock at the time of its issuance or transfer to Sellers.

(c) Purchaser and Sellers shall have no further obligations to the other Party pursuant to this Agreement except as provided below; and

(d) Upon occurrence of the Unwind Closing, Sellers and Purchaser shall be deemed to have mutually and irrevocably waived, released and relinquished all Actions, Seller Claims, and Purchaser Claims, respectively, known or unknown, contingent or otherwise, arising out of or relating to this Agreement, save and except for any Purchaser Claim related to or arising out of Section 8.2(a)(iii) through Section 8.2(a)(v) and any Seller Claim related to or arising out Section 8.3(a)(iii), respectively, as the case may be.

(e) Notwithstanding the foregoing terms and provisions of this Section 8.7, subsequent to the receipt of the Threshold Payment Amount, no Seller shall have any right to initiate an Unwinding.

Article IX.
SETTLEMENT OF DISPUTED MATTERS

Section 9.1 Attorneys’ Fees With Respect to Litigation. If Sellers, on the one hand, or Purchaser, on the other hand, initiate any Action against the other, involving this Agreement or any Transaction Document executed in connection hereto, the prevailing party (as determined by the applicable court) in such Action shall be entitled to receive reimbursement from the other party for all reasonable attorneys’ fees, experts’ fees, and other costs and expenses incurred by the prevailing party in respect of that proceeding, including any and all appeals thereof, and such reimbursement shall be included in judgment or final order issued in such proceeding.

Section 9.2 Governing Law; Jurisdiction and Venue.

(a) This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the Laws of the State of Nevada, excluding its conflicts of laws provisions or rule that would cause the application of Laws of any jurisdiction other than those of the State of Nevada.

(b) Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the federal courts of the located in Clark County, State of Nevada, for the purposes of any action arising out of this Agreement or the subject matter hereof brought by any Party under this Agreement.

(c) To the extent permitted by applicable Law, each Party hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any action under this Agreement, any claim (A) that it is not personally subject to the jurisdiction of the above named courts, (B) that such action is brought in an inconvenient forum, (C) that it is immune from any legal process with respect to itself or its property, (D) that the venue of the suit, action or proceeding is improper, or (E) that this Agreement or the subject matter hereof may not be enforced in or by such courts.

(d) The Parties agree that mailing of process or other papers in connection with any such Action or proceeding in the manner provided in Section 10.2 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

Article X.
MISCELLANEOUS

Section 10.1 Waiver. At any time prior to the Closing Date, any Party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other Parties hereto, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered pursuant hereto, and (c) waive compliance by the other Parties with any of the agreements or conditions contained herein. Any such waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby, and such extension, waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

Section 10.2 Notices. Except as otherwise expressly permitted herein, all notices, request, instruction or other document required or permitted to be given hereunder shall be in writing and shall be deemed effective when personally delivered with signed receipt, when received by facsimile, e-mail or other electronic means with electronic confirmation of delivery, when delivered by overnight courier with signed receipt or when delivered by United States certified mail, postage prepaid and return receipt requested. Unless changed by written notice given by either Party to the other pursuant hereto, such notices shall be given to the Parties at the following addresses:

If to Sellers or the Companies (prior to Closing):

	Jorgan Development, LLC; JBAH Holdings, LLC 5151 Beltline Road, Suite 715 Dallas, Texas 75234 Attn: James Ballengee Email: jballengee@whiteclawcrude.com

With a copy to:	Jackson Walker LLP
	2323 Ross Avenue, Suite 600 Dallas, TX 75201 Attn: Pat Knapp Email: pknapp@jw.com

If to Purchaser or the Companies after Closing:	Vivakor, Inc. 4101 North Thanksgiving Way Lehi, UT 84043 Attn: Matt Nicosia Email: matt@vivakor.com

With a copy to:	Lucosky Brookman LLP
	101 Wood Avenue South, 5^th Floor Iselin, New Jersey 08830 Attn: Joseph Lucosky; Scott Linsky Email: jlucosky@lucbro.com; slinsky@lucbro.com

Section 10.3 Assignment. No Party hereto shall assign this Agreement or any part hereof without the prior written consent of the other Party; provided, however, that Purchaser may assign its rights hereunder to any Affiliate but shall remain liable for all of Purchaser’s obligations hereunder. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

Section 10.4 Rights of Third Parties. Except as provided in Section 10.3 and this Section 10.4, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

Section 10.5 Reliance. Each of the Parties to this Agreement shall be deemed to have relied upon the accuracy of the written representations and warranties made to it in or pursuant to this Agreement, notwithstanding any investigations conducted by or on its behalf or notice, knowledge or belief to the contrary.

Section 10.6 Expenses. Each Party shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including, without limitation, all broker’s fees and fees of its legal counsel, financial advisers and accountants.

Section 10.7 Captions; Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts (including by means of facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 10.8 Entire Agreement. This Agreement and the Transaction Documents constitute the entire agreement among the Parties and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the Parties hereto or any of their respective Affiliates relating to the transactions contemplated hereby and thereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the Parties except as expressly set forth in this Agreement.

Section 10.9 Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person of circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the Parties request that the court reform such provision in a manner sufficient to cause such provision to be enforceable.

Section 10.10 Amendments. This terms and provisions of this Agreement may be amended only by a written instrument signed by all Parties.

Section 10.11 Currency. All monetary amounts referenced and contemplated by this Agreement and the Transaction Documents shall be due and owing in the lawful currency of the United States of America.

Section 10.12 Transaction Privilege.

(a) The Parties hereby acknowledge and agree that Jackson Walker LLP ("Jackson Walker") has represented the Sellers and one or more of their Affiliates (each a "Seller Group Member" and, collectively, the "Seller Group Members") and the Companies prior to the Closing Date, including in connection with the negotiation, documentation, and consummation of this Agreement and the Transaction Documents, and that the Seller Group Members have a reasonable expectation that, after the Closing, Jackson Walker will, if the Seller Group Members so wish, represent them in connection with any pending or possible or threatened Action involving any Seller Group Member or their Representatives, on the one hand, and any other party to this Agreement (including the Companies from and after the Closing) (an "Other Party") or any of their respective Affiliates and Representatives (each an "Other Party Group Member" and, collectively, the "Other Party Group Members"), on the other hand, relating to the negotiation, documentation and consummation of this Agreement and the Transaction Documents.

(b) Each Other Party, on its own behalf and on behalf of the Other Party Group Members, hereby consents to the potential future representations described in Section 10.12(a) and specifically expressly waives and agrees not to assert any conflict of interest that may arise or be deemed to arise under applicable Law or standard of professional responsibility if, after the Closing, Jackson Walker represents any Seller Group Member or other Persons in connection with any Action relating to the negotiation, documentation and consummation of this Agreement and the Transaction Documents whether or not such matter is one in which Jackson Walker may have previously advised the Seller Group Members.

(c) In addition, each of the Parties irrevocably acknowledges and agrees that, from and after the Closing, the attorney-client privilege arising from communications prior to the Closing between any one or more of the Seller Group Members and the Sellers and the Companies (which, for the avoidance of doubt, includes for purposes hereof any Representatives of the Sellers and the Companies), on the one hand, and Jackson Walker, on the other hand, to the extent relating to the negotiation, documentation and consummation of this Agreement or the Transaction Documents, shall be excluded from the Assets or any other property, rights, privileges, powers, franchises, and other interests held by any Other Party Group Members, that such attorney-client privilege shall be deemed held solely by the Seller Group Members, and that no Other Party Group Member shall have any right to assert, waive, or otherwise alter any such attorney-client privilege at any time after the Closing. All communications between the Seller Group Members or the Companies, on the one hand, and Jackson Walker, on the other hand, relating to the negotiation, documentation, and consummation of this Agreement and the Transaction Documents shall be deemed to be privileged and to belong solely to the Seller Group Members (and not Other Party Group Members). The Other Parties, to the fullest extent allowed by Law, agree that no waiver of any privilege or right of the Seller Group Members is intended or will be claimed by any Other Party as a result of any communications, files, records, or other documents being maintained within the records or files, of any Other Party Group Member or otherwise in its possession or control.

(d) This Section 10.12 shall be irrevocable, and no term of this Section 10.12 may be amended, waived, or modified, without the prior written consent of Jackson Walker, the Seller Group Members, and their respective Affiliates affected thereby. Notwithstanding any other provision of this Agreement, Jackson Walker’s rights and privileges under this Section 10.12 may be transferred and assigned by Jackson Walker to its successors and assigns.

(Signature Page Follows)

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the Effective Date.

PURCHASER:

VIVAKOR, INC.,

a Nevada corporation

By: /s/ Matt Nicosia

Name: Matt Nicosia

Title: CEO

[Signature Page to Membership Interest Purchase Agreement]

THE SELLERS:

JORGAN DEVELOPMENT, LLC,

a Louisiana limited liability company

By: /s/ James H. Ballengee

Name: James H. Ballengee

Title: Manager

JBAH HOLDINGS, LLC,

a Texas limited liability company

By: /s/ James H. Ballengee

Name: James H. Ballengee

Title: Manager

[Signature Page to Membership Interest Purchase Agreement]

SCHEDULE I

Membership Units of the CompanIEs

Companies	Member	Units	Percentage Ownership
SFD	Jorgan	990	99%
SFD	JBAH	10	1%
WCCC	Jorgan	990	99%
WCCC	JBAH	10	1%

Schedule I

SCHEDULE II

PURCHASE PRICE,

PURCHASER STOCK AND NOTE CONSIDERATION ALLOCATION

Seller	Purchaser Stock Consideration	Original Principal Amount
Jorgan	99%	99%
JBAH	1%	1%
Total	100%	100%

Schedule II

EXHIBIT 4.1

FORM OF

SECURED PROMISSORY NOTE

____ __, 2022

US$______________

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 “Note”. This Note is being issued to Holder pursuant Section 3.1 of that certain Membership Interest Purchase Agreement, dated as of June 15, 2022 by and among the Issuer, the Holder and the other parties named therein (the “Purchase Agreement”) as partial consideration for the purchase by the Issuer of the membership interests of each 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 “Company”), owned by the Holder.

1. Defined Terms. Except as otherwise expressly provided herein, the capitalized terms used in this Note shall have the following meanings:

1.1 “Business Day” means any day other than a Saturday, Sunday or a legal holiday on which federal banks are authorized or required to be closed for the conduct of commercial banking business.

1.2 “Change of Control” means the occurrence of any one or more of the following: (a) the beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than fifty percent (50%) of the combined voting power of the Issuer is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than (i) the Issuer, any subsidiary of the Issuer, or any trustee or other fiduciary holding securities under an employee benefit plan of the Issuer, or (ii) the Holder or any affiliate of the Holder); (b) the merger or consolidation of the Issuer with or into another person or entity where the shareholders of the Issuer, immediately prior to such consolidation or merger, would not, immediately after such consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, securities representing in the aggregate fifty percent (50%) or more of the combined voting power of the surviving or resulting person or entity in such consolidation or merger (or of its ultimate parent entity, if any) in substantially the same proportion as their ownership of the Issuer immediately prior to such merger or consolidation; (c) the sale or other disposition of all or substantially all of the Issuer’s assets to any person or entity (other than the sale or disposition by the Issuer of all or substantially all of its assets to a person or entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Issuer, immediately prior to such sale or disposition, in substantially the same proportion as their ownership of the Issuer immediately prior to such sale or disposition); (d) the sale or other disposition of all or substantially all of the Collateral to any person or entity; and (e) the sale or other disposition of all or substantially all of the assets of the Company to any person or entity (other than the sale or disposition by the Company of all or substantially all of its assets to a person or entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to such sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition).

1.3 "Collateral" has the meaning given to it in the Pledge Agreement.

1.4 “Common Stock” means the common stock, par value $0.001 per share, of the Issuer.

1.5 “Company” has the meaning given to it in the preamble hereof.

1.6 “Default Rate” means a per annum interest rate equal to the lesser of (a) twelve percent (12%) or (b) the maximum interest rate allowable by law.

1.7 “Event of Default” has the meaning given to it in Section 6.1.

1.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.9 “Guarantees” means, collectively, the SFD Guaranty and the WCCC Guaranty.

1.10 “Holder” has the meaning given to it in the preamble hereof.

1.11 “Issuer” has the meaning given to it in the preamble hereof.

1.12 “______” means ________, LLC, a _____ limited liability company.

1.13 “ ______ Note” means that certain Secured Promissory Note, of even date herewith, issued by the Issuer in favor of ______.

1.14 “_______ Pledge Agreement” means that certain Pledge Agreement, of even date herewith, by and between the Issuer, as the Pledgor, and _______, as the Secured Party.

1.15 “Loan Documents” means, collectively, this Note, the Pledge Agreement, each of the Guarantees, the _____ Note, the _____Pledge Agreement and Section 6.6 of the Purchase Agreement, in each case together with any and all modifications, amendments, extensions, renewals and substitutions of any of the foregoing.

1.16 “Maturity Date” has the meaning given to it in the preamble hereof.

1.17 “MFCF Certificate” means a certificate, certified by the President or Chief Financial Officer of the Issuer, setting forth in reasonable detail the Issuer’s calculation of Monthly Cash Flow and, if applicable, the number and value of any shares of Unrestricted Common Stock delivered to the Holder in payment thereof and attaching a true, correct and complete copy of the financial statements and other records of the Issuer used to calculate any of the same.

1.18 “Monthly Free Cash Flow” means, for any calendar month, an amount equal to the cash proceeds received by the Company from the product of (a) the sum of (i) the Company’s gross revenue (including service revenue, rents, inventory sales and any other revenues agreed upon in writing by the parties), in each case determined in accordance with GAAP and derived from the Company’s monthly unaudited financial statements prepared in the ordinary course of business, minus (ii) the Company’s operating expenses (excluding all interest expense, amortization, and depreciation), selling, general and administrative expenses, capital expenditures (including, but not limited to, maintenance capital expenditures and expenditures for personal protective equipment and additions to the property, plant, and equipment, including but not limited to the land, current facilities, and pipeline connections) and costs of goods sold, in each case determined in accordance with GAAP and derived from the Company’s monthly unaudited financial statements prepared in the ordinary course of business, plus (iii) the net proceeds of any dispositions of property, plant, equipment or other assets of the Company, in each case determined in accordance with GAAP and derived from Company’s monthly unaudited financial statements prepared in the ordinary course of business, minus (iv) any payments on capital lease obligations of the Company, in each case determined in accordance with GAAP and derived from Company’s monthly unaudited financial statements prepared in the ordinary course of business, and minus (v) any extraordinary expenses incurred by the Company (or by the Issuer for the benefit of the Company) that are approved in writing by the Holder, multiplied by (b) ninety-nine percent (99%); provided, however, that the Monthly Free Cash Flow shall be calculated so as to eliminate the effect of: (A) premiums and other payments in excess of principal and accrued interest associated with the retirement of debt (including, without limitation, payments of income taxes incurred in connection therewith); and (B) tax payments or benefits associated with gains or losses on business divestitures in calculating net cash from operating activities.

1.19 “Note” has the meaning given to it in the preamble hereof.

1.20 “Payment Date” means August 20,2022 and the twentieth (20^th) calendar day of each calendar month thereafter; provided, however, that if any such twentieth (20^h) calendar day falls on a day that is not a Business Day, then “Payment Date” shall mean the first (1^st) Business Day immediately following such twentieth (20^th) calendar day.

1.21 “Pledge Agreement” means that certain Pledge Agreement, of even date herewith, by and between the Issuer, as the Pledgor, and the Holder, as the Secured Party.

1.22 “Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States. or, if The Wall Street Journal ceases to quote such rate, then the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, then any similar rate quoted therein (as determined in good faith by the Holder) or any similar release by the Federal Reserve Board (as determined in good faith by the Holder). Each and every change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

1.23 “Purchase Agreement” has the meaning given to it in the preamble hereof.

1.24 “Securities Act” has the meaning given to it the definition of “Unrestricted Common Stock”.

1.25 “Securities Act Exemption” has the meaning given to it the definition of “Unrestricted Common Stock”.

1.26 “SFD” has the meaning given to it in the preamble hereof.

1.27 “SFD Guaranty” means that certain Guaranty Agreement, dated as of the date hereof, issued by SFD in favor of each of the Holder and _____.

1.28 “Threshold Payment Amount” has the meaning given to it in the Purchase Agreement.

1.29 “Unrestricted Common Stock” means Common Stock that is (a) not subject to any lock-up agreement, (b) either registered for resale or saleable when issued pursuant to an exemption (a “Securities Act Exemption”) from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and (iii) listed on the Issuer’s principal trading market. Without in any way limiting the foregoing, for purposes of clause (b) above, Common Stock shall not be deemed to be saleable when issued if it is subject to any resale volume restrictions under Rule 144 of the Securities Act that make impractical the immediate sale of the Common Stock being issued at that time.

1.30 “WCCC” has the meaning given to it in the preamble hereof.

1.31 “WCCC Guaranty” means that certain Guaranty Agreement, dated as of the date hereof, issued by WCCC in favor of each of the Holder and ______.

2. Calculation of Interest; Payments of Principal and Interest; Prepayment.

2.1 Calculation of Interest. The unpaid principal amount of this Note shall bear interest until such principal amount has been indefeasibly paid in full in cash at a rate per annum equal to the sum of (a) the Prime Rate, plus (b) three percent (3.00%). Interest under this Note shall be calculated on the basis of a three hundred and sixty (360)-day year and the actual number of days elapsed, and shall accrue daily on the principal amount outstanding from time to time.

2.2 Payment of Principal and Interest. The principal amount of this Note, together with any and all accrued and unpaid interest thereon, shall be paid to the Holder on a monthly basis in an amount equal to the Monthly Free Cash Flow beginning [June] 25, 2022 and continuing thereafter on each successive Payment Date. Without in any way limiting the foregoing, the then outstanding principal amount of this Note, together with any and all accrued and unpaid interest thereon, shall be due and payable in full in cash or Unrestricted Common Stock on or prior to the the Maturity Date. All payments of principal and interest under this Note shall be paid to the Holder in cash or in Unrestricted Common Stock of the Issuer in accordance with Section 2.3.

2.3 General Payment Provisions; Application of Payments.

(a) Except as otherwise provided in Section 2.3(b), all payments of principal and interest on this Note shall be made in lawful money of the United States of America by certified bank check or wire transfer to such account(s) as the Holder may designate by written notice to the Issuer in accordance with the provisions of this Note.

(b) Notwithstanding anything contained herein to the contrary, but subject to the limitations set forth in Section 2.3(c) and Section 2.4, the Issuer shall have the right, but not the obligation, to make payments of principal and interest under this Note on any Payment Date via physical delivery to the Holder at its address set forth in Section 7.11 (or via such other means as the Holder shall agree) of shares of Unrestricted Common Stock. Any Unrestricted Common Stock delivered to Holder in accordance with this Section 2.3(b) shall be valued at the volume weighted average price of the Common Stock on Nasdaq (or the Issuer’s then principal trading market) during the five (5) trading days immediately preceding the applicable Payment Date.

(c) Notwithstanding the provisions of Section 2.3(b), (i) the Issuer may not issue any shares of Unrestricted Common Stock to the Holder pursuant to the provisions of this Note without first complying with the provisions of Nasdaq Rule 5635(d), (ii) with respect to any payment of Monthly Free Cash Flow pursuant to the provisions of Section 2.2, no more than fifty percent (50%) of the amount of such Monthly Free Cash Flow shall be paid to the Holder via delivery of Unrestricted Common Stock without the prior written approval of the Holder and (iii) no more than fifty percent (50%) of the original principal amount of this Note may be paid to the Holder via delivery of Unrestricted Common Stock without the prior written approval of the Holder.

(d) In addition to the payment of Monthly Cash Flow pursuant to this Note, on each Payment Date, the Issuer shall deliver to the Holder a MFCF Certificate.

(e) Each payment of Monthly Cash Flow pursuant to this Note (whether in cash, shares of Unrestricted Common Stock or any combination of the foregoing) shall be applied to the payment of the obligations of the Issuer hereunder as follows: (i) first, to the payment of any costs, expenses or other amounts (other than principal and interest) owed to the Holder hereunder; (ii) second, to the payment of any and all accrued and unpaid interest; and (iii) thereafter, to the payment of the then outstanding principle amount of this Note.

2.4 Optional Prepayment. Subject to Section 2.3(c), the Issuer may pre-pay this Note, in whole or in part, in cash or Unrestricted Common Stock without penalty or premium at any time.

3. Obligations Secured. Until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount, the timely and full payment of any and all principal, interest and other amounts due and owing to the Holder pursuant to this Note and the other Loan Documents and the payment of any and all other obligations owed to the Holder by the Issuer hereunder or thereunder shall be secured solely by, and to the extent set forth in, the Pledge Agreement.

4. Obligations Guaranteed. The timely and full payment of any and all principal, interest and other amounts due and owing to the Holder pursuant to this Note and the other Loan Documents and the payment of any and all other obligations owed to the Holder by the Issuer hereunder or thereunder are guaranteed solely by, and to the extent set forth in, the Guarantees.

5. Covenants of the Issuer.

5.1 Title to Collateral and Risk of Loss. Until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount, the Issuer shall (and shall cause the Company to) keep the Collateral free and clear of all liens, claims and burdens, including warehouseman's liens, materialmen's liens, and other liens or claims that may accrue, save and except for those created pursuant to the Loan Documents and those permitted or imposed by applicable law.

5.2 Taxes, Expenses and Other Payments. The Issuer shall (or shall cause the Company to) timely pay, remit and/or tender any and all amounts due to any governmental authority for any and all taxes, fees, charges or other assessments relating to the Collateral, the business or operations of the Issuer or the Company or the ownership of the Issuer’s or the Company’s assets.

5.3 Licenses, Permits, Regulatory Filings and Compliance. The Issuer shall (or shall cause the Company to) obtain and maintain all licenses and permits necessary to own the Collateral and otherwise to operate the Company as currently operated.

5.4 Location of Collateral. The address of the chief executive office of the Issuer and the office where the Issuer holds the Collateral and the books and records related thereto is 4101 North Thanksgiving Way, Lehi, Utah 8404, and, until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount, the Issuer shall not change the location of its chief executive office or office where it keeps the Collateral and the books and records related thereto without ten (10) days advance written notice to the Holder.

5.5 Audit and Inspection Rights. At all times, the Holder or its authorized representatives shall have sufficient access to and the right to inspect and audit all or any portion of the Collateral and the books and records of the Issuer relating to its performance of its obligations under this Note and the other Loan Documents, and to verify the Issuer’s compliance therewith. Notwithstanding the foregoing, (a) any such inspection and audit shall be conducted during normal business, upon reasonable notice to the Issuer, at Issuer’s expense and in a manner as not to interfere unreasonably with the business and operation of the Issuer or the Company and (b) the Holder and/or its authorized representatives shall conduct no more than one (1) such inspection and audit in calendar year 2022 and no more than two (2) such inspections and audits during any calendar year thereafter, unless, in each case, an Event of Default has occurred and is continuing, during which time the Holder and/or its authorized representatives may conduct as many such inspections and audits as it may determine in good faith.

5.6 Conduct and Preservation of Business. Except as expressly provided in the Loan Documents, the Issuer will cause the Company (a) to conduct its business operations in the ordinary course of business and in material compliance with all applicable Laws and (b) to maintain and to preserve intact the businesses of the Company in all material respects with a view toward preserving the value thereof prior to the Maturity Date.

5.7 Restriction on Certain Actions. Without limiting the generality of Section 5.6, and except (a) as otherwise expressly provided in the Loan Documents or (b) as required by applicable Law, the Issuer will not, directly or indirectly, without the prior written consent of the Holder, take or otherwise permit or consent to (and shall cause the Company not to take or otherwise permit or consent to) any of the following actions, in each case until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount:

(i) any issuance or sale of any equity securities of or in the Company;

(ii) any sale, lease, transfer or otherwise disposition of any material assets of the Company, except for (i) sales to parties other than the Holder or its Affiliates of inventory in the ordinary course of business or personal property in the ordinary course of business that is either replaced by equivalent property or normally consumed in the operation of the Company’s businesses and (ii) sales of any other assets of the Company that are not material to the operation of its businesses and that do not exceed one hundred thousand dollars ($100,000) in the aggregate;

(iii) the adoption of any plan of complete or partial liquidation or any resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization of the Company;

(iv) (A) any creation, incurrence, guarantee or assumption of any indebtedness by the Company for borrowed money or the Company otherwise becoming liable or responsible for the obligations of any other person or entity; (B) the making by the Company of any loans, advances, or capital contributions to, or investments in, any other person or entity in excess of two hundred thousand dollars ($200,000) in the aggregate; (C) any pledge or mortgage of, or the granting of any lien, security interest or other encumbrance in, on or with respect to, any of the Collateral or any of the properties or other assets of the Company; or (D) the entering into of any agreement with respect to any of the foregoing;

(v) other than in the ordinary course of business or pursuant to the terms of any employe benefits plan as in effect as of the date hereof, and except as would not otherwise be reasonably expected to result in any liability or cost to Holder (or its Affiliates), (i) the entering into, adoption, material amendment or termination of any employee benefits plan of the Company; (ii) any material increase in the compensation or fringe benefits of any employee of the Company (other than in connection with new hires or promotions); (iii) the payment to any employee of the Company of any severance, bonus, incentive compensation or any other material benefit; or (iv) the hiring, or the termination (other than for cause) of the employment, of any employee of the Company whose annual compensation exceeds two hundred thousand dollars ($200,000);

(vi) any direct or indirect acquisition, purchase or lease (whether by merger, consolidation, acquisition of stock, acquisition of all or substantially all assets or otherwise) of any assets for the Company, except for (i) the acquisition or purchase of assets in the ordinary course of business, or (ii) the acquisition or purchase of assets, the value of which does not exceed two hundred thousand dollars ($200,000) in the aggregate;

(vii) any amendment to any of the governing documents of the Issuer or the Company that is adverse to the Holder or to its security interest in the Collateral or that restricts or otherwise limits the ability of the Issuer or the Company to perform its obligations under the Loan Documents;

(viii) (A) any amendment, modification or waiver of any material right or obligation under, or any transfer of any material right in, any Material Contract (as defined in the Purchase Agreement) or (B) the entering into of any contract or other agreement that would constitute a Material Contract if it had been entered into prior to the date hereof, less, save and except for any contract or agreement with third parties for the physical purchase of crude oil, consdensate, and constituent liquid hydrocarbon commodities in the ordinary course of business;

(ix) (A) the making, change or revocation any tax election applicable to the Company, (B) the settlement or compromise of any material tax claim or liability or the entering into any agreement with respect to the same if such settlement or compromise would have an adverse effect on the Holder or the Collateral, (C) the adoption of any change to (or the making of any request to any taxing authority to change) the Company’s method of accounting for tax purposes if such change could reasonably be expected to affect adversely the Holder or the Collateral or (D) the preparation or filing of any tax return (or any amendment, modification or supplement thereto) unless such tax return (or such amendment, modification or supplement) shall have been prepared in a manner consistent with the past practice of the Company;

(x) any declaration, setting aside, making or payment of any dividend or other distribution in respect of any of the outstanding equity securities of the Company, or the repurchase, redemption or otherwise acquisition of any outstanding equity securities of the Company;

(xi) any entering into of any contract or other agreement that restrains, restricts, limits or impedes the ability of the Company (i) to compete with any person or entity, (ii) to conduct any business or line of business in any geographic area or (iii) to hire or to solicit the employment of any person; or

(xii) the entering into of any written agreement to take any of the actions described in this Section 5.7.

5.8 Notice of Material Events. Upon becoming aware thereof, the Issuer will promptly notify the Holder in writing of any circumstance, claim, action or proceeding that could reasonably be expected to affect materially and adversely the value of, or the Issuer’s title to, any of the Collateral, or the effectiveness of the Holder’s lien and security interest therein.

5.9 Registration Statement. To the extent applicable, with respect to any shares of Unrestricted Common Stock delivered to the Issuer pursuant to the provisions of Section 2.3(b) of this Note, the Issuer shall comply with the covenants and agreements set forth in Section 6.6 of the Purchase Agreement, and all such covenants and agreements are hereby incoporated herein by reference mutatis mutandis.

6. Defaults and Remedies.

6.1 Events of Default. An “Event of Default” means: (a) the Issuer shall fail to pay any interest or principal due under this Note on or before the date on which any such payment shall be due and payable and such failure continues or remains uncured for three (3) Business Days following written demand therefor by the Holder to the Issuer; (b) the Issuer shall fail to pay any other amounts due under this Note or any of the other Loan Documents on or before the date on which any such payment shall be due and payable and such failure continues or remains uncured for three (3) Business Days following written demand therefor by the Holder to the Issuer; (c) the Issuer shall fail to pay the Threshold Payment Amount on or before the date that is eighteen (18) months after the Closing Date; (d) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Issuer or any of its debts, or of a substantial part of its assets, under any Debtor Relief Laws or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Issuer or for a substantial part of its assets, and, in any of such cases, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; (e) the Issuer shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Laws, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 6.1(d), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Issuer or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against the Issuer in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; (f) the Issuer shall admit in writing its inability to, or publicly declare its intention not to, or generally fail to, pay its debts as they become due; (g) any written warranty, representation, certificate or statement of the Issuer in this Note or any other Loan Document shall be false or misleading in any material respect when made or deemed made; (h) the Issuer shall fail to perform, comply with or abide by any of the other stipulations, agreements, conditions and/or covenants of the Issuer contained in this Note or any of the _____Note (other than the obligation to pay principal and interest and the obligation to pay any other amounts, which shall be governed by Sections 6.1(a) and 6.1(b), respectively), and such failure continues or remains uncured beyond any stated notice or cure period otherwise applicable thereto or, if no such notice or cure period has been expressly prescribed with respect thereto, then for a period of fifteen (15) days following receipt of written notice from the Holder to the Issuer; (i) any “Event of Default” under any of the other Loan Documents shall have occurred and be continuing; or (j) a Change of Control shall occur with respect to the Issuer.

6.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, interest on this Note shall automatically accrue at the Default Rate, and, in addition to all other rights or remedies the Holder may have, at law or in equity, the Holder may, in its sole discretion, accelerate full repayment of all principal amounts outstanding hereunder, together with accrued interest thereon, together with all reasonable attorneys’ fees, paralegals’ fees and actual costs and expenses incurred by the Holder in collecting or enforcing payment hereof (whether such fees, costs or expenses are incurred in negotiations, all trial and appellate levels, administrative proceedings, bankruptcy proceedings or otherwise), and together with all other sums due by the Issuer hereunder and under the Loan Documents, all without any relief whatsoever from any valuation or appraisement laws, and payment thereof may be enforced and recovered in whole or in part at any time by one or more of the remedies provided to the Holder at law, in equity, or under this Note or any of the other Loan Documents. In connection with the Holder’s rights hereunder upon an Event of Default, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it in equity or under applicable law. Notwithstanding anything in this Note or any of the other Transaction Documents to the contrary, until such time as the Holder shall have received the indefeasible payment in full of the Threshold Payment Amount, the Holder’s sole and exclusive remedies upon the occurrence of an Event of Default hereunder shall be (a) the imposition and charging of the Default Rate, (b) the acceleration of all principal, interest and other amounts then outstanding hereunder and (c) the exercise of the Holder’s rights and remedies pursuant to and in accordance with the Pledge Agreement.

7. Miscellaneous.

7.1 Lost or Stolen Note. Upon notice to the Issuer of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Issuer in a form reasonably acceptable to the Issuer and, in the case of mutilation, upon surrender and cancellation of the Note, the Issuer shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note.

7.2 Severability. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal, or unenforceable, in whole or in part, in any respect, or in the event that any one or more of the provisions of this Note operates or would prospectively operate to invalidate this Note, then and in any of those events, only such provision or provisions shall be deemed null and void and shall not affect any other provision of this Note. The remaining provisions of this Note shall remain operative and in full force and effect and shall in no way be affected, prejudiced, or disturbed thereby.

7.3 Cancellation. After all principal, accrued interest and other amounts at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be re-issued.

7.4 Entire Agreement and Amendments. This Note, together with the other Loan Documents represents the entire agreement between the parties hereto with respect to the subject matter hereof and thereof, and there are no representations, warranties or commitments, except as set forth herein and therein. This Note may be amended only by an instrument in writing executed by the parties hereto.

7.5 Binding Effect. This Note shall be binding upon the Issuer and the successors and assigns of the Issuer and shall inure to the benefit of the Holder and the successors and assigns of the Holder.

7.6 Governing Law and Venue. This Note and any dispute arising hereunder shall be governed by and construed in accordance with the Laws of the State of Nevada, excluding its conflicts of laws provisions or rule that would cause the application of laws of any jurisdiction other than those of the State of Nevada. Each of Holder an Issuer hereby irrevocably submits to the exclusive jurisdiction of any federal court the located in the State of Nevada, for the purposes of any action arising out of this Note or the subject matter hereof brought under this Note.

7.7 WAIVER OF JURY TRIAL. THE ISSUER AND THE HOLDER EACH HEREBY: (i) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE ISSUER, THE COMPANY AND THE HOLDER MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS NOTE, ANY OF THE OTHER LOAN DOCUMENTS AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO THE DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE ISSUER AND THE HOLDER, AND THE ISSUER AND THE HOLDER HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO MODIFY OR NULLIFY IN ANY WAY ITS EFFECT. THE ISSUER IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER HEREOF AND/OR THE ISSUER, THE COMPANY AND THE HOLDER, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. THE ISSUER AND THE HOLDER HEREBY REPRESENT AND WARRANT THAT EACH OF THEM HAS BEEN REPRESENTED IN THE EXECUTION AND DELIVERY OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL.

7.8 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note or the Pledge Agreement, at law or in equity.

7.9 Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Issuer and the Holder and shall not be construed against any person as the drafter hereof.

7.10 Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

7.11 Notice. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) as of the date delivered if delivered personally, by courier or by courier service, (b) three (3) Business Days after deposit in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or (c) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient). The addresses and e-mail addresses for such communications are:

the Issuer:

Vivakor, Inc.

4101 North Thanksgiving Way

Lehi, UT 84043

Attn: Matt Nicosia

Email: matt@vivakor.com

with a copy to:

Lucosky Brookman LLP

101 Wood Avenue South, 5^th Floor

Iselin, New Jersey 08830

Attn: Joseph Lucosky; Scott Linsky

Email: jlucosky@lucbro.com; slinsky@lucbro.com

the Holder:

____________, LLC

5151 Beltline Road, Suite 715

Dallas, Texas 75234

Attn: James Ballengee

Email: jballengee@whiteclawcrude.com

With a copy to:

Jackson Walker LLP

2323 Ross Avenue, Suite 600

Dallas, TX 75201

Attn: Pat Knapp

Email: pknapp@jw.com

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Note to be executed on and as of the date set forth above.

VIVAKOR, INC.,

a Nevada corporation

By:                                                                       

Name:

Title:

Acknowledged and Accepted:

_______________, LLC,

a _________limited liability company

By:                                                                       

Name:

Title:

[Signature Page to Promissory Note]

EXHIBIT 10.1

FORM OF

SHARED SERVICES AGREEMENT

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."

WHEREAS, Service Recipients desire to engage Service Provider to provide certain operating and administrative services; and

WHEREAS, Service Provider is willing and able to provide such services in accordance with and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1

DEFINITIONS

1.1. Defined Terms. The following Terms shall, when used herein, have the meaning set forth below:

"Accounts" has the meaning set forth in Section 4.4.

"Agreement" has the meaning set forth in the recitals.

"Affiliate" means, with respect to any Party, (i) any party directly or indirectly controlling, controlled by or under common control with such Party, (ii) any officer or director of such Party, or (iii) any party who is an officer or director of any party described in clause (i) of this definition.

"Annual Budget" has the meaning set forth in Section 5.1.

"Authorized Officer" has the meaning set forth in Section 3.1.

"Change in Control" means (i) the acquisition by a third party or group of third parties of the beneficial ownership of a majority of then-outstanding voting securities or equity of a Party, provided that such third party or group of third parties are not (A) Affiliates of such Party nor (B) beneficial owners of a majority of then-outstanding voting securities or equity of such Party as of the Effective Date of this Agreement, (ii) the execution of a definitive agreement for, or the consummation of, a reorganization, merger, consolidation, sale or other disposition of all or a substantial portion of the assets of a Party, (iii) the approval by a Party’s management or beneficial owners of a complete liquidation or dissolution of such Party, (iv) a merger or transfer or all or substantially all a Party’s assets to another entity and at the time of such merger or consolidation the merging, surviving, resulting or transferee entity fails to assume all obligations and covenants of this Agreement satisfactory to the Party which is not the subject of the merger or transfer, or (v) an Unwind Closing occurs pursuant to that certain Membership Interest Purchase Agreement of even date herewith by and among Jorgan Development, LLC, JBAH Holdings, LLC, and the Company. Notwithstanding the foregoing, a Change of Control shall not be deemed to have taken place as a result of the transactions contemplated by the Membership Interest Purchase Agreement of even date herewith by and among the Company, Jorgan Development, LLC, and JBAH Holdings, LLC. Further, a Change of Control of the Service Recipients shall not be deemed to have taken place under circumstances where an Affiliate of the Service Provider, including the beneficial owners of the Service Provider, acquires beneficial ownership of a majority of then-outstanding voting securities or equity of the Company.

"Company" has the meaning set forth in the recitals.

"Event of Default" has the meaning set forth in Section 6.1.

"Fees" has the meaning set forth in Section 5.1.

"Force Majeure" means an act of God, fire, earthquake, flood, explosion, war, insurrection, riot, violence, sabotage, inability to procure labor, equipment, facilities, materials or supplies, strikes, walk-outs, action of labor unions, condemnations, applicable laws, inability to obtain governmental permits or approvals after exercising reasonable diligence, extreme heat or cold, and other matters not within the control of the Party in question; excluding, however, the lack of funds or financing, global pandemics, or lack of profitability.

"Instrument(s)" has the meaning set forth in Section 3.1.

"Interest Rate" has the meaning set forth in Section 5.1.

"Party" or "Parties" has the meaning set forth in the recitals.

"Permits" has the meaning set forth in Section 4.3(d).

"Services" has the meaning set forth in Section 4.3.

"Service Engagement(s)" has the meaning set forth in Section 3.1.

"Service Provider" has the meaning set forth in the recitals.

"Service Recipient(s)" has the meaning set forth in the recitals.

"Term" has the meaning set forth in Section 2.2.

SECTION 2

ENGAGEMENT AND TERM

2.1. Appointment. The Service Recipients hereby engage the Service Provider to provide the Services, and the Service Recipients accept such engagement, pursuant to the terms and conditions contained herein, to perform or cause the Services to be performed. Service Provider may use the title "Operator" or "Authorized Agent" of the Service Recipients in the performance of the Services.

2.2. Term. This Agreement shall be in force and effect for a term beginning on the Effective Date and continuing thereafter until the earlier to occur of (a) 11:59 p.m. Dallas, Texas time on December 31, 2031, (b) until terminated pursuant an Event of Default, (c) until terminated at the sole discretion of the Service Recipients upon thirty (30) days prior written notice to the Service Provider, or (d) a Change in Control of the Service Recipients (the "Term").

2.3. Authority. Service Provider shall have the power and authority set forth herein and shall have full power and authority to take any action necessary or desirable to perform its duties and services pursuant to this Agreement, subject to any limitations imposed by applicable law or specifically set forth in this Agreement.

2.4. Relationship. In the performance of its duties hereunder, Service Provider shall be an agent and not an employee, partner or joint venturer of the Service Recipients for any purpose whatsoever. The employees or agents of the Service Provider shall not be deemed or construed to be the employees, agents or partners of the Service Recipients for any purposes whatsoever.

SECTION 3

AUTHORITY OF MANAGER; LIMITS

3.1. Execution and Entering Into of Documents and Instruments. Subject to the provisions of this Agreement, in performing its services for the Service Recipients in accordance with this Agreement, the Service Providers, acting through their duly appointed representatives, shall have the power and authority to (i) execute, enter into, and deliver, on behalf of the Service Recipients, such contracts, agreements, documents, relevant instruments, consents, certificates and other writings made in the ordinary course of business deemed necessary or advisable to operate, maintain, and manage the Service Recipients’ business ("Instrument(s)"), so long as any single Instrument or group of related Instruments have a value of less than $10,000,and (ii) select and engage vendors and service providers to provide services to the Service Recipients, or as may be necessary or advisable to enable Service Provider to carry out its duties hereunder ("Service Engagement(s)"), so long as the value of any single Service Engagement or group of related Service Engagements have a value of less than $10,000.00 USD. Each Instrument executed by Service Provider with respect to, or on behalf of, the Service Recipients shall state that Service Provider is executing such Instrument on behalf of the Service Recipients. The Service Provider shall provide written notice of the execution of any Instruments and/or Service Engagements to the Company via e-mail within one (1) business day of the execution thereof. The Service Provider is not authorized to execute Instruments or enter into Service Engagements in excess of the limits set forth in Section 3.3 without advance written approval by an authorized officer of the Company identified by the Company in writing to the Service Provider (an "Authorized Officer"). The Company shall use its best efforts to respond to such requests for approval within one (1) business day of receipt and may accept or reject any such request in its reasonable discretion..

3.2. Accounting and Tax Services. Subject to the provisions of this Agreement, Service Provider shall provide or cause to be provided to Service Recipients general accounting, bookkeeping, and tax management services (the "Accounting Services"), including the maintenance of general ledgers, income statements, balance sheets, customer invoices, review of vendor invoices, payment processing, payroll and benefits accounting management and services, and other such related services as may be necessary or advisable in the discretion of the Service Recipients. The engagement of the providers of the Accounting Services and the agreements reflecting same are subject to the advance written approval of the Company and such agreements can only be executed by an Authorized Officer.

3.3. Limitations on Authority. Subject to Section 3.4 below, but notwithstanding the foregoing or any other provisions of this Agreement to the contrary, the Service Provider in such capacity shall not undertake, cause, allow, agree, execute or enter into to do any of the actions, items, documents or instruments described below in this Section 3.3 even if it involves a sum of less than $10,000.00 USD:

(a) agree, execute or enter into any long-term indebtedness by a Service Recipient to, or make other Service Recipient investments in, other persons, other than trade account payables and trade account receivables in the ordinary course of business;

(b) sell, exchange, convey, or transfer any of the tangible or intangible assets of a Service Recipient in one transaction or a series of related transactions;

(c) confess any judgment against a Service Recipient, or settle or compromise any action or proceeding against such Service Recipient;

(d) file any bankruptcy, arrangement, reorganization, receivership, or similar proceeding under any federal, state or foreign law on behalf of a Service Recipient, or admit, confess, acquiesce to, induce or participate in, directly or indirectly, any involuntary bankruptcy filing or similar action against a Service Recipient;

(e) effect a merger, conversion, consolidation, reorganization, dissolution, termination, liquidation or any other similar action with respect to a Service Recipient;

(f) amend or modify a Service Recipient’s operating agreement, company agreement, shareholders agreement, partnership agreement, equity holder agreement, or similar such document or instrument; provided, however, that Service Provider shall be authorized to make, amend, and modify governmental filings for each Service Recipient to the extent reasonably necessary to conduct the business of each Service Recipient in a manner that does not adversely affect a Service Recipient or the Company; provided further that in such event, Service Provider shall promptly notify and coordinate with Company.

3.4 HSE Incidents and Contingencies. Notwithstanding any provision of Section 3.3, Service Provider shall have the authority to spend any sum in excess of $10,000.00 USD reasonably necessary to (i) prevent imminent death, damage, or material harm to persons, property or the natural environment, or (ii) to comply with any governmental order, rule, regulation, or applicable law. In the event of an expenditure by Service Provider in reliance on this Section 3.4, Service Provider shall notify Service recipient in writing within one (1) business day thereafter identifying the amount and nature of the expenditure.

SECTION 4

DUTIES AND SERVICES OF SERVICE PROVIDER

4.1. General Standard. In performance of its obligations hereunder, Service Provider shall perform its duties and obligations with the care that an ordinarily prudent manager of the business of the Service Recipients in a like position would exercise under similar circumstances.

4.2. Operating Expenses. Subject to the other terms and provisions of this Agreement, including Section 3.1, Service Provider shall cause to be paid or, as applicable, notify the Company of its obligation to pay, all of the costs and expenses incurred by the Service Recipients in the ordinary course of the business during the Term, including operating expenses and selling, general and administrative expenses. Service Provider shall maintain detailed records of all such payments and payment requirements.

4.3. Services. Subject to the limitations set forth in Section 2, Section 3.1 and in Section 3.3, commencing on the Effective Date and continuing through the Term, the Service Provider shall, for the benefit of the Service Recipients, shall provide or cause to be provided the services described below (the "Services").

(a) Business Administration. Service Provider, together with and under the supervision of the Company, shall manage and direct the day-to-day business and affairs of the Service Recipients and perform all other acts or activities customary or incidental to the management of each Service Recipient’s activities.

(b) Contract Administration. Service Provider, together with and under the supervision of the Company, shall negotiate, execute, and administer all commercial contracts, including master services agreements, crude oil trading and transportation contracts, on behalf of the Service Recipients, as the case may be.

(c) Accounting and Financial Statements/Periodic Reports. Subject to Section 3.2, Service Provider shall provide accounting support services to assist in the maintenance of a system of accounting and bookkeeping for each Service Recipient and the regular preparation of audited and unaudited balance sheets, statements of income and results of operations and cash flows.

(d) Permits. Service Provider shall obtain, maintain in force and effect, and comply with all necessary or advisable permits, licenses, certificates of authority, authorizations, approvals, registrations, franchises, and similar such consents granted by governmental authorities (the "Permits") required for the operation of the business of the Service Recipients. The Service Recipients shall reimburse Service Provider for the cost of all Permits. Service Provider shall assign Permits to the Service Recipients or its designee upon request.

(e) Tax and Legal. Service Provider shall ensure that each Service Recipient complies with applicable tax laws and shall draft and review contracts, agreements and other documents, maintain corporate books and records, and ensure regulatory compliance with respect to each Service Recipient.

(f) Insurance. During the Term, Service Provider shall work with the Company to procure and maintain insurance for each Service Recipient, as would be reasonably procured by businesses in the same industry as each Service Recipient.

(g) Labor. Service Provider shall provide all persons, employees and labor necessary or advisable to accomplish all of the foregoing, including those individuals listed on Exhibit A hereto (the "Retained Employees"). Service Provider shall make reasonable efforts to retain the Retained Employees during the Term; provided, however, Service Provider shall not be required to retain such Retained Employees in the event of (i) a material or substantial failure by any Retained Employee to perform their duties; (ii) a material or substantial non-compliance with any written Service Provider policy; (iii) a material or substantial failure to comply with any valid and legal directive from Service Provider; (iv) the Retained Employee's engagement in dishonesty, illegal conduct, or other misconduct; (v) the conviction of or plea of guilty or nolo contendere by a Retained Employee to any crime during or outside of the Term; or (vi) the loss, suspension, revocation, expiration, or failure of the Retained Employee to qualify for, any license, registration, or accreditation necessary for the performance of the Retained Employee’s job duties. To ensure proper staffing at all times, in the event a Retained Employee is terminated, Service Provider shall promptly find a suitable replacement, the engagement of whom shall be subject to the reasonable approval of the Service Recipient.

(i) Records. Service Provider shall maintain a complete and accurate set of files, books and records of all business activities and operations conducted by Service Provider in connection with Service Provider’s performance under this Agreement (collectively, the "Records"). All such Records shall be open to inspection by the authorized representatives of Service Recipients or their designees at the office of Service Provider during normal business hours at all times during the Term. As it relates to the Services provided by the Service Provider hereunder and the maintenance of Records by the Service Provider, the Service Provider shall assist the Service Recipients, as reasonably requested thereby, in preparing financial statements related to the operations of the Service Recipients during the Term. Upon termination of this Agreement, Service Provider shall provide copies of all Records to the Service Recipients within ten (10) business days thereof.

4.4. Bank Accounts. During the Term, all bank accounts of the Service Recipients (the "Accounts"); shall remain under the control of the Service Recipients. Within three (3) business days of written notice from Service Provider to the Service Recipients, the Service Recipients shall (i) pay from such Accounts any third-party payments required under this Agreement, and (ii) pay Service Provider amounts due pursuant to Section 5 of this Agreement.

4.5. Service Provider’s Representations and Warranties. Service Provider represents and warrants to the Service Recipients that the undersigned authorized representative of Service Provider has the requisite power and authority to enter into this Agreement on behalf of Service Provider and to bind Service Provider; Service Provider is fully authorized under the instruments and applicable laws governing Service Provider to perform the duties and services of Service Provider set forth in this Agreement; and the execution and performance of this Agreement by Service Provider will not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, any agreement or instrument to which Service Provider may be subject.

SECTION 5

COMPENSATION

5.1. Compensation. Service Recipients shall pay Service Provider an amount equal to any payments made by Service Provider on behalf of Service Recipients arising out of or relating to Services as compensation for performance of its duties and services pursuant to this Agreement together with all costs of labor (the "Fees"). The Fees shall be paid on the twentieth (20th) day of the month following the month in which the Services were performed by Service Provider; provided, however, that if such day falls on a Saturday, Sunday, or federal banking holiday, then payment shall be due on the last preceding regular business day. If any amounts payable by Service Recipients to Service Provider pursuant to this Agreement are undisputed and not paid by the due date specified herein, subject to a three business day grace period, the Service Recipients shall pay interest on such past due amount(s) from the due date thereof until such sums are paid in full at the rate equal to the lesser of (a) the prime rate as published in the current edition of The Wall Street Journal plus two percent (2%) or (b) the maximum interest rate permitted by applicable law ("Interest Rate"). Service Provider shall generate and send invoices to the Service Recipients for the Fees on a monthly basis. Service Provider shall also prepare and submit to the Company on an annual basis, no later than forty-five (45) days prior to the end of each fiscal year of the Company during which this Agreement is still in effect, a proposed budget for the operation of the Service Recipients during the subsequent fiscal year of the Company (the "Annual Budget"). The Annual Budget to operate the Service Recipients during the period commencing on the Effective Date and terminating on December 31, 2022 is set forth on Exhibit B hereto. The Annual Budget shall contain a summary and explanation of estimated and/or proposed revenues, operating expenses, selling, general and administrative expenses, maintenance capital expenditures, growth capital expenditures, and other such amounts as may be necessary or advisable.

5.2 Adjustment to Compensation. Should the Service Recipients restate, revise, or retroactively adjust accounting figures for any period during the Term, whether or not at the direction of Service Provider, Service Provider shall nonetheless be entitled to payment of any such Fees that may be attributed to such restatement, revision or retroactive adjustment, payable at the next regular payment date.

5.3. Fee Disputes. In the event of any disagreement between the Service Provider and a Service Recipient with respect to any Fees or any amounts owed thereunder, the Service Provider and such Service Recipient agree to negotiate in good faith to resolve such dispute.

SECTION 6

TERMINATION

6.1. Events of Default. An "Event of Default" shall mean the failure of either Party to materially comply with any material provision of this Agreement if such failure is not cured within ten (10) business days after notice thereof from the other Party (provided, however, with respect to any matter not curable by the payment of money, if curing such failure reasonably requires more than ten (10) business days, the time period for curing shall be extended for up to a total of twenty (20) business days so long as the Party promptly commences to cure the failure after the notice and thereafter diligently prosecutes such cure).

6.2. Service Recipients’ Right to Terminate. In addition to the provisions set forth above, the Service Recipients shall have the right to terminate this Agreement in accordance with Section 2.2.

6.3. Service Provider’s Right to Terminate. Service Provider may terminate this Agreement upon an Event of Default by the Service Recipient(s) or a Change in Control.

6.4. Duties Upon Termination. On the effective date of a termination, Service Provider shall promptly deliver to the Service Recipients a full accounting, including a statement of current assets and liabilities, covering the period following the date of the last accounting furnished to Service Provider. No further services shall be performed by Service Provider under this Agreement after the effective date of a termination, provided that, in the event the termination is as a result of Service Provider’s exercise of its right to terminate under Section 6.3, Service Provider shall, at the Service Recipients’ request and for a period of up to ten (10) days after such termination, cooperate with the Service Recipients and provide such services as are reasonably necessary to accomplish an orderly transfer of the management of Service Provider to Service Recipients or Service Recipients’ designee(s). Immediately after receipt or transmittal of a notice of termination, Service Provider shall transfer and assign to Service Recipients all Permits relating to Service Recipients’ business and shall make all necessary or advisable governmental or regulatory filings to effectuate the same upon the termination of this Agreement.

6.5. Remedies. If an Event of Default occurs with respect to either Party under this Agreement, the other Party may exercise any and all remedies available at law or in equity for breach of contract, unless and to the extent expressly limited herein, whether or not such Party elects to terminate this Agreement on account of the Event of Default.

6.6. Survival. Upon termination both Parties shall remain liable for all obligations accrued and not fully performed under this Agreement during the Term, and the obligations and liabilities set forth in Sections 5, 6.5 and 7 shall survive any termination of this Agreement whether or not such obligations occurred during the Term.

SECTION 7

INDEMNIFICATION

7.1. Indemnification of Service Recipients by Service Provider. SERVICE PROVIDER shall indemnify, defend and hold harmless SERVICE RECIPIENTS and its Affiliates and its and their directors, officers, shareholders, partners, members, employees, agents and representatives or any of them (each, an "Indemnitee", and collectively, "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, proceedings, investigations (internal or otherwise), costs, expenses, and disbursements of any kind or nature whatsoever (including, without limitation, all costs and expenses of defense, appeal and settlement of any and all suits, claims, actions, causes and proceedings involving any Indemnitee and all costs of investigation, internal or otherwise, in connection therewith) that may be imposed on, incurred by, or asserted against any such Indemnitee as a result of claims or actions by unaffiliated third parties in any way relating to or arising out of or in connection with, or alleged to relate to or arise out of or in connection with, SERVICE PROVIDER’s performance hereunder.

7.2. No Punitive Damages. Notwithstanding anything to the CONTRARY IN THIS AGREEMENT, NO PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE UNDER section 7.1 OR OTHERWISE THIS UNDER THIS AGREEMENT OR OTHERWISE FOR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, BY CONTRACT OR STATUTE, EXCEPT TO THE EXTENT ANY INDEMNItee SUFFERS SUCH DAMAGES TO AN UNAFFILIATED THIRD PARTY IN CONNECTION WITH A FINALLY ADJUDICATED THIRD-PARTY CLAIM, IN WHICH CASE SUCH DAMAGES SHALL BE RECOVERABLE TO THE EXTENT RECOVERABLE UNDER SECTION 7.1 WITHOUT GIVING EFFECT TO THIS SECTION 7.2.

SECTION 8

MISCELLANEOUS

8.1. Force Majeure. Each Party shall be excused from performing its obligations under this Agreement for so long as, and the extent that, performance is prevented or delayed by Force Majeure. Written notice of Force Majeure is required no later than three (3) days after the beginning of the Force Majeure event. A Force Majeure event cannot be claimed until all reasonable efforts have been exerted to cure same.

8.2. Time of the Essence. Time is of the essence for purposes of this Agreement.

8.3. Assignment. Service Provider shall not assign, mortgage or encumber this Agreement or sublet or delegate its rights in and to this Agreement without the consent of the Service Recipients, which may be withheld at the Service Recipients’ sole discretion. Any assignment, transfer, delegation, mortgage or sublease of this Agreement without the prior written consent of the Service Recipients shall be null, void and of no effect.

8.4. Entire Agreement. This Agreement constitutes the entire and complete agreement of the Parties with respect to the subject matter contemplated herein. No amendments or modifications of any of the terms or provisions of this Agreement shall be binding on the other Party unless in writing and signed by both Parties.

8.5. Counterparts. This Agreement, and any amendments and modifications hereto, may be executed and delivered in multiple counterparts, including multiple signature pages, each of which shall be deemed an original. For purposes of this Agreement, a "writing" includes electronic, facsimile and postal communication.

8.6. Headings. All section, subsection and article headings and titles contained in this Agreement are for convenience only and shall not be construed to have any effect or meaning with regard to the construction of this Agreement.

8.7. Waiver. No waiver by any Party of any one or more defaults of the other Party in the performance of this Agreement shall operate or be construed as a waiver of any other or future default or defaults, whether of a like or different character. All rights and remedies herein shall be cumulative and not exclusive.

8.8. Severability. Any provision declared or rendered unlawful by a court or governmental agency of competent jurisdiction, or deemed unlawful as a result of a statutory change, shall not otherwise affect the validity of the remaining lawful obligations that arise under this Agreement.

8.9. Applicable Law and Venue. This Agreement shall be governed by, construed and performed pursuant to the laws of the State of Texas, without regard to its rules and principles regarding conflicts of law. The Parties hereby consent, agree and waive all objections that venue for any dispute hereunder shall be in a court of competent jurisdiction located in Clark County, Nevada. THE PARTIES HEREBY KNOWINGLY AND IRREVOCABLY WAIVE AND RELINQUISH ALL RIGHT TO TRIAL BY JURY IN A DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.10 Notices. Except as otherwise expressly permitted or provided for herein, all notices, request, instruction or other document required or permitted to be given hereunder shall be in writing and shall be deemed effective when personally delivered with signed receipt, when received by e-mail or other electronic means with electronic confirmation of delivery, when delivered by overnight courier with signed receipt or when delivered by United States certified mail, postage prepaid and return receipt requested. Unless changed by written notice given by a Party another Party pursuant hereto, such notices shall be given to the Parties at the following addresses:

If to Service Provider:

Endeavor Crude, LLC

5151 Beltline Road, Suite 715

Dallas, Texas 75234

Attn: James Ballengee

Email: jballengee@whiteclawcrude.com

With a copy to:

Jackson Walker LLP

2323 Ross Avenue, Suite 600

Dallas, TX 75201

Attn: Pat Knapp

Email: pknapp@jw.com

If to the Service Recipients

or the Company:

Vivakor, Inc.

4101 North Thanksgiving Way

Lehi, UT 84043

Attn: Matt Nicosia; Tyler Nelson

Email: matt@vivakor.com; tnelson@vivakor.com

With a copy to:

Lucosky Brookman LLP

101 Wood Avenue South, 5^th Floor

Iselin, New Jersey 08830

Attn: Joseph Lucosky; Scott Linsky

Email: jlucosky@lucbro.com; slinsky@lucbro.com

[Remainder of Page Left Blank; Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement effective as of the Effective Date.

SERVICE RECIPIENTS:

SILVER FUELS DELHI LLC, a Louisiana limited liability company

By:

Name:

Title:

WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company

By:

Name:

Title:

SERVICE PROVIDER:

ENDEAVOR CRUDE, LLC, a Texas limited liability company

By: Jorgan Development, LLC, a Louisiana limited liability company, its Manager

By:

Name:

James Ballengee

Title:

Manager

THE COMPANY:

VIVAKOR, INC., a Nevada corporation

By:

Name:

Title:

EXHIBIT 10.2

FORM OF

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (“Agreement”) is made and effective as of ___ __, 2022 by and between VIVAKOR, INC. (the “Pledgor”), and ________ (the “Secured Party”).

RECITALS

WHEREAS, the Pledgor and the Secured Party have entered into that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and among the Pledgor, the Secured Party and the other parties named therein (as amended, modified or supplemented from time to time in accordance with its terms, the “Purchase Agreement”), pursuant to which the Secured Party has sold all of its membership interests in each of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC (collectively, the “Company”) to the Pledgor in exchange for certain consideration, including, without limitation, a promissory note in the principal amount of $_____________ issued by the Pledgor in favor of the Secured Party (the “Note”);

WHEREAS, after giving effect to the transactions contemplated by the Purchase Agreement, the Pledgor will be the registered and beneficial owner of all of the issued and outstanding limited liability company membership interests of the Company previously held by the Secured Party (the “Pledged Securities”);

WHEREAS, in order to secure the full, prompt and timely payment when due (whether at the stated maturity, by acceleration or otherwise) of all of the Pledgor’s obligations to the Secured Party hereunder and under the Note (collectively, the “Obligations”), Pledgor has agreed to pledge the Pledged Securities to the Secured Party irrevocably upon the terms and conditions herein set forth; and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to the execution and delivery of the Purchase Agreement and the Note.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, warranties, and representations herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Recitals, Construction and Defined Terms. The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference. In this Agreement, unless the express context otherwise requires: (i) capitalized terms used and not otherwise defined in this Agreement have the meaning given such terms in the Note; (ii) the words “herein,” “hereof” and “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) references to the words “Section” or “Subsection” refer to the respective Sections and Subsections of this Agreement, and references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules attached hereto; and (iv) wherever the word “include,” “includes,” “including” or words of similar import are used in this Agreement, such words will be deemed to be followed by the words “without limitation.”

2. Pledge. In order to secure the full, prompt and timely payment of all of the Obligations, the Pledgor hereby transfers, pledges, assigns, sets over, delivers and grants to the Secured Party a continuing lien and security interest in and to all of the following property of the Pledgor (all being collectively hereinafter referred to as the “Collateral”) and all right, title and interest of the Pledgor in and to the Collateral, to-wit:

(a) the Pledged Securities owned by the Pledgor;

(b) any certificates representing or evidencing the Pledged Securities, if any;

(c) any and all distributions thereon, and cash and non-cash proceeds and products thereof, including all dividends, cash, distributions, income, profits, instruments, securities, stock dividends, distributions of capital stock or other securities of the Company and all other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon conversion of the Pledged Securities, whether in connection with stock splits, recapitalizations, merger, conversions, combinations, reclassifications, exchanges of securities or otherwise;

(d) any and all voting, management, and other rights, powers and privileges accruing or incidental to an owner of the Pledged Securities and the other property referred to in Sections 2(a) through 2(c) above; and

(e) all books and records related to any and all of the foregoing.

3. Transfer of Pledged Securities. Simultaneously with the execution of this Agreement, Pledgor shall deliver to the Secured Party: (a) if the Pledged Securities are evidenced by physical certificates, then all original certificates representing or evidencing the Pledged Securities, together with undated, irrevocable and duly executed assignments or stock powers thereof in form and substance acceptable to the Secured Party (together with medallion guaranteed signatures, if required by the Secured Party), executed in blank by the Pledgor; (b) if the Pledged Securities are not represented by physical certificates, then undated, irrevocable and duly executed assignment instruments in form and substance acceptable to the Secured Party, executed in blank by the Pledgor; and (c) all other property, instruments, documents and papers comprising, representing or evidencing the Collateral, or any part thereof, together with proper instruments of assignment or endorsement, as the Secured Party may request or require, duly executed by the Pledgor (collectively, the “Transfer Documents”). The Collateral and the Transfer Documents (collectively, the “Pledged Materials”) shall be held by the Secured Party pursuant to this Agreement until the earlier to occur of (i) the indefeasible payment in full of all of the Obligations, (i) the termination or expiration of this Agreement in accordance with its terms or (iii) following the occurrence and continuance of an Event of Default hereunder or under the Note and the exercise by the Secured Party of its right to effect a transfer of the Collateral pursuant to the terms hereof, the execution and/or delivery of the Pledged Materials by the Pledgor to the Secured Party in accordance with this Agreement and the Purchase Agreement. In addition, all non-cash dividends, dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution of the Company, instruments, securities and any other distributions, whether paid or payable in cash or otherwise, made on or in respect of the Pledged Securities, whether resulting from a subdivision, combination, or reclassification of the interests or other securities of the Company, or received in exchange for the Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition, or other exchange of assets to which the Company may be a party or otherwise, or any other property that constitutes part of the Collateral from time to time, including any additional certificates representing any portion of the Collateral hereafter acquired by the Pledgor, shall be immediately delivered or cause to be delivered by the Pledgor to the Secured Party in the same form as so received, together with proper instruments of assignment or endorsement duly executed by the Pledgor.

4. Security Interest Only. The security interests in the Collateral granted to the Secured Party hereunder are granted as security only and shall not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith.

5. Record Owner of Collateral. Until an “Event of Default” as defined under the Note has occurred and is continuing, the Pledged Securities shall remain registered in the name of the Pledgor. Pledgor will promptly give to the Secured Party copies of any notices or other communications received by it and with respect to Collateral registered in the name of Pledgor.

6. Rights Related to Pledged Securities. Subject to the terms of this Agreement, unless and until an Event of Default shall occur and be continuing:

(a) Pledgor shall be entitled to exercise any and all voting, management, and other rights, powers and privileges accruing to an owner of the Pledged Securities, or any part thereof, for any purpose consistent with the terms of this Agreement, provided that no such exercise or action shall adversely affect (i) any of the rights inuring to the Secured Party under any of the Loan Documents, (ii) any of the remedies available to the Secured Party under any of the Loan Documents or (iii) the ability of the Secured Party to exercise any of the same.

(b) Upon the occurrence and continuance of an Event of Default, all rights of the Pledgor in and to the Pledged Securities shall cease and all such rights shall immediately vest in the Secured Party, as may be determined by the Secured Party, although the Secured Party shall not have any duty to exercise such rights or to otherwise realize upon the Collateral in accordance with the terms hereof, or to preserve the same, and the Secured Party shall not be responsible for any failure to do so or delay in doing so. To effectuate the foregoing, the Pledgor hereby grants to the Secured Party a proxy to vote the Pledged Securities for and on behalf of the Pledgor, which proxy is irrevocable and coupled with an interest and which proxy shall be effective upon the occurrence of any Event of Default. Such proxy shall remain in effect until the earlier to occur of (i) the indefeasible payment in full of all of the Obligations, (ii) the termination or expiration of this Agreement in accordance with its terms or (iii) following the occurrence of an Event of Default hereunder or under the Note and the exercise by the Secured Party of its right to effect a transfer of the Collateral pursuant to the terms hereof, the execution and/or delivery of the Pledged Materials by the Pledgor to the Secured Party in accordance with this Agreement and the Purchase Agreement. The Company hereby agrees that any vote by the Pledgor in violation of this Section 6 shall be null, void and of no force or effect. Furthermore, all dividends or other distributions received by the Pledgor shall be subject to delivery to the Secured Party in accordance with Section 3, and until such delivery, any of such dividends and other distributions shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to Secured Party in accordance with Section 3.

7. Return of Pledged Materials. Upon the earlier to occur of (i) the indefeasible payment in full of all of the Obligations or (ii) the termination or expiration of this Agreement in accordance with its terms, the Pledgor shall notify the Secured Party in writing to such effect. Upon receipt of such written notice, the Secured Party shall return all of the Pledged Materials in the Secured Party’s possession to the Pledgor, whereupon any and all rights of Secured Party in and to such Pledged Materials shall be terminated.

8. Representations, Warranties, and Covenants of the Pledgor and the Company. The Pledgor and the Company hereby covenant, warrant and represent, for the benefit of the Secured Party, as follows (each of the following representations and warranties being deemed to have been made as of the date of this Agreement and as of each date when the Pledged Securities are delivered to the Secured Party hereunder, as applicable):

(a) By virtue of the execution and delivery of this Agreement and upon delivery to the Secured Party of the Pledged Securities (or any certificates represnting the same) in accordance with this Agreement, the Secured Party will have a valid and perfected, first priority security interest in all of the Collateral described in Section 2(a) and Section 2(b), in each case subject to no prior or other liens of any nature whatsoever.

(b) Upon the filing of a UCC-1 Financing Statement describing the Collateral with the Secretary of State of the State of Nevada, the Secured Party will have a valid and perfected, first priority security interest in all of the Collateral in which the Secured Party’s security interest may be pefectedby the filing of a financing statement under Article 9 of the UCC, in each case subject to no prior or other liens of any nature whatsoever.

(c) Pledgor covenants, that for so long as this Agreement is in effect, Pledgor will defend the Pledged Securities and the priority of the Secured Party’s security interests therein, at its sole cost and expense, against the claims and demands of all Persons at any time claiming the same or any interest therein.

(d) At its option, the Secured Party may pay, for Pledgor’s account, any taxes (including documentary stamp taxes), Liens, security interests, or other encumbrances at any time levied or placed on the Collateral. Pledgor agrees to reimburse the Secured Party on demand for any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization. Any and all such amounts, to the extent not paid upon demand therefor, shall constitute Obligations hereunder and be secured hereby and shall further be subject to the provisions of Section 13(a).

(e) The Pledged Securities constitute 99% of the securities of the Company owned, legally or beneficially, by the Pledgor.

(f) The Company and the Pledgor hereby authorize the Secured Party to prepare and file such financing statements, amendments and other documents and do such acts as the Secured Party deems necessary in order to establish and maintain valid, attached and perfected, first priority security interests in the Collateral in favor of the Secured Party, for its own benefit and as the Secured Party for its affiliates, free and clear of all Liens and claims and rights of third parties whatsoever. The Pledgor hereby irrevocably authorizes the Secured Party at any time, and from time to time, to file in any jurisdiction any initial financing statements, amendments, continuations and other documents in furtherance of the foregoing.

9. Event of Default. The occurrence and continuance of any one or more of the following events shall constitute an “Event of Default” under this Agreement:

(a) any written warranty, representation, certificate or statement of the Pledgor in this Agreement or any other Loan Document shall have been false or misleading in any material respect when made or deemed made;

(b) the Pledgor shall fail to perform, comply with or abide by any of the stipulations, agreements, conditions and/or covenants contained in this Agreement or any of the other Loan Documents, in each case after giving effect to any applicable notice or cure period provided therein; or

10. Rights and Remedies.

(a) Notwithstanding anything to the contained in this Agreement, subject at all times to the Uniform Commercial Code as then in effect in the State of Nevada, upon the occurrence and continuation of an Event of Default, the Secured Party’s sole and exclusive remedy pursuant to this Agreement and with respect to the Collateral shall be to engage in the Unwinding (as defined in the Purchase Agreement) in accordance with and pursuant to the terms and conditions of this Agreement and the Purchase Agreement. In furtherance thereof, the Secured Party shall have the right, without notice or demand to the Pledgor or the Company to foreclose upon the Collateral and to effect a transfer, assignment or other disposition of all of the Collateral to the Secured Party in connection with the same in full, complete and indefeasible satisfaction of any and all outstanding Obligations.

(b) Subject to compliance with any applicable federal and state securities laws (including, without limitation, the Securities Act of 1933, as amended, blue sky or other state securities laws or similar laws now or hereafter existing analogous in purpose or effect), following any exercise of the Secured Party’s rights pursuant to Section 10(a), the Secured Party shall have the absolute right to sell, transfer, assign, or otherwise dispose of the Collateral, or any part thereof, in any manner it sees fit and shall have no liability to the Pledgor, the Company, or any other Person for selling or otherwise disposing of such Collateral.

(c) Each right, power and remedy of the Secured Party provided for in this Agreement or any other Loan Document shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Secured Party of any one or more of the rights, powers or remedies provided for in this Agreement or the Note, or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by the Secured Party of all such other rights, powers or remedies, and no failure or delay on the part of the Secured Party to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on the Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Secured Party to any other further action in any circumstances without demand or notice. The Secured Party shall have the full power to enforce or to assign or contract its rights under this Agreement to a third party.

(d) Upon the occurrence and continuance of an Event of Default, the Pledgor and the Company each agree: (i) to take such action and to prepare, distribute and/or file such documents and papers, as are required or advisable in the opinion of the Secured Party and/or its counsel, to effect the transfer of the Collateral to the Secured Party following any exercise by the Secured Party of its rights pursuant to Section 10(a); (ii) to bear all costs and expenses of carrying out its obligations under this Section 10(d), which costs and expenses shall constitute Obligations hereunder and be secured hereby and shall further be subject to the provisions of Section 13(a); and (iii) that there is no adequate remedy at law for the failure by the Pledgor and the Company to comply with the provisions of this Section 10(d) and that such failure would not be adequately compensable in damages, and therefore agrees that its covenants and agreements contained in this Section 10(d) may be specifically enforced.

11. Appointment as Attorney-in-Fact. The Company and Pledgor hereby irrevocably constitute and appoint the Secured Party and any officer of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact, with full irrevocable power and authority in the place and stead of the Pledgor or the Company, as applicable, and in the name of the Pledgor, the Company, or in the name of the Secured Party, as applicable, from time to time in the discretion of the Secured Party, so long as an Event of Default hereunder exists, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, including any financing statements, endorsements, assignments or other instruments of transfer. The Pledgor and the Company each hereby ratify all that said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in this Section 11. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until the Obligations are paid and performed in full.

12. Continuing Obligation of Pledgor and the Company.

(a) The obligations, covenants, agreements and duties of the Pledgor and the Company under this Agreement shall in no way be affected or impaired by: (i) the modification or amendment (whether material or otherwise) of any of the obligations of the Pledgor or the Company or any other Person, as applicable; (ii) the voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or other similar proceedings affecting the Company, the Pledgor or any other Person, as applicable; (iii) the release of the Company, the Pledgor or any other Person from the performance or observance of any of the agreements, covenants, terms or conditions contained in the Note, by the operation of law or otherwise, including the release of the Company’s or the Pledgor’s obligation to pay interest or attorney’s fees.

(b) The Pledgor and the Company further agree that the Secured Party may take other guaranties or collateral or security to further secure the Obligations, and consent that any of the terms, covenants and conditions contained in the Note may be renewed, altered, extended, changed or modified by the Secured Party or may be released by the Secured Party, without in any manner affecting this Agreement or releasing the Pledgor herefrom, and the Pledgor shall continue to be liable hereunder to pay and perform pursuant hereto, notwithstanding any such release or the taking of such other guaranties, collateral or security. This Agreement is additional and supplemental to any and all other guarantees, security agreements or collateral heretofore and hereafter executed by the Pledgor and the Company for the benefit of the Secured Party, whether relating to the indebtedness evidenced by the Note or not, and shall not supersede or be superseded by any other document or guaranty executed by the Pledgor, the Company or any other Person for any purpose. The Pledgor and the Company hereby agree that the Pledgor, the Company, and any other Persons that may become liable for repayment of the sums due under the Note, may hereafter be released from their liability hereunder and thereunder; and the Secured Party may take, or delay in taking or refuse to take, any and all action with reference to the Note (regardless of whether same might vary the risk or alter the rights, remedies or recourses of the Pledgor), including specifically the settlement or compromise of any amount allegedly due thereunder, all without notice to, consideration to or the consent of the Pledgor, and without in any way releasing, diminishing or affecting in any way the absolute nature of the Pledgor’s obligations and liabilities hereunder.

(c) No delay on the part of the Secured Party in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights. The Pledgor and the Company hereby waives any and all legal requirements, statutory or otherwise, that the Secured Party shall institute any action or proceeding at law or in equity or exhaust its rights, remedies and recourses against the Pledgor, the Company or any other Person with respect to the Note, as a condition precedent to bringing an action against the Pledgor or the Company upon this Agreement or as a condition precedent to the exercise of the Secured Party’s rights under Section 10(a). The Pledgor and the Company agree that the Secured Party may simultaneously maintain an action upon this Agreement and an action or proceeding upon the Note. Until the earlier to occur of (i) the indefeasible payment in full of all of the Obligations, (ii) the termination or expiration of this Agreement in accordance with its terms or (iii) following the occurrence and continuance of an Event of Default hereunder or under the Note and the exercise by the Secured Party of its right to effect a transfer of the Collateral pursuant to the terms hereof, the execution and/or delivery of the Pledged Materials by the Pledgor to the Secured Party in accordance with this Agreement and the Purchase Agreement, the Pledgor shall not be released by any act or thing that might, but for this provision of this Agreement, be deemed a legal or equitable discharge of a surety, or by reason of any waiver, extension, modification, forbearance or delay of the Secured Party or any obligation or agreement between the Company or their successors or assigns, and the then holder of the Note, relating to the payment of any sums evidenced or secured thereby or to any of the other terms, covenants and conditions contained therein, and the Pledgor hereby expressly waives and surrenders any defense to liability hereunder based upon any of the foregoing acts, things, agreements or waivers, or any of them. The Pledgor and the Company also waive any defense arising by virtue of any disability, insolvency, bankruptcy, lack of authority or power or dissolution of the Pledgor or the Company, even though rendering the Note void, unenforceable or otherwise uncollectible, it being agreed that the Pledgor and the Company shall remain liable hereunder, regardless of any claim that the Pledgor or the Company might otherwise have against the Secured Party by virtue of the Secured Party's invocation of any right, remedy or recourse given to it hereunder or under the Note. In addition, until the earlier to occur of (A) the indefeasible payment in full of all of the Obligations, (B) the termination or expiration of this Agreement in accordance with its terms or (C) following the occurrence of an Event of Default hereunder or under the Note and the exercise by the Secured Party of its right to effect a transfer of the Collateral pursuant to the terms hereof, the execution and/or delivery of the Pledged Materials by the Pledgor to the Secured Party in accordance with this Agreement and the Purchase Agreement, the Pledgor waives and renounces any right of subrogation, reimbursement or indemnity whatsoever, and any right of recourse to security for the Obligations of the Company to the Secured Party.

13. Miscellaneous.

(a) Performance for Pledgor or the Company. The Pledgor and the Company agree and hereby acknowledge that the Secured Party may, in the Secured Party’s sole discretion, but the Secured Party shall not be obligated to, whether or not an Event of Default shall have occurred, advance funds on behalf of the Company or the Pledgor, without prior notice to the Pledgor or the Company, in order to insure the Company’s and the Pledgor’s compliance with any covenant, warranty, representation or agreement of the Pledgor or the Company made in or pursuant to this Agreement or the Note, to continue or complete, or cause to be continued or completed, performance of the Pledgor’s and the Company’s obligations under any contracts of the Pledgor or the Company, or to preserve or protect any right or interest of the Secured Party in the Collateral or under or pursuant to this Agreement or the Note; provided, however, that the making of any such advance by the Secured Party shall not constitute a waiver by the Secured Party of any Event of Default with respect to which such advance is made, nor relieve the Pledgor or the Company of any such Event of Default. The Pledgor and the Company, respectively and as applicable, shall pay to the Secured Party upon demand all such advances made by the Secured Party, in each case with interest thereon from the date of outlay until paid and at rate per annum equal to twelve percent (12%). All such advances shall constitute Obligations hereunder and be secured hereby.

(b) Waivers by Pledgor and the Company. The Company and the Pledgor hereby waive, to the extent the same may be waived under applicable law: (i) notice of acceptance of this Agreement; (ii) all claims and rights of the Pledgor and the Company against the Secured Party on account of actions taken or not taken by the Secured Party in the exercise of the Secured Party’s rights or remedies hereunder, under any other Loan Documents or under applicable law; (iii) all claims of the Pledgor and the Company for failure of the Secured Party to comply with any requirement of applicable law relating to enforcement of the Secured Party’s rights or remedies hereunder, under the other Loan Documents or under applicable law; (iv) all rights of redemption of the Pledgor with respect to the Collateral; (v) in the event the Secured Party seeks to repossess any or all of the Collateral by judicial proceedings, any bond(s) or demand(s) for possession which otherwise may be necessary or required; (vi) presentment, demand for payment, protest and notice of non-payment and all exemptions applicable to any of the Collateral or the Pledgor or the Company; (vii) any and all other notices or demands which by applicable law must be given to or made upon the Pledgor or the Company by the Secured Party; (viii) settlement, compromise or release of the obligations of any person or entity primarily or secondarily liable upon any of the Obligations; (ix) all rights of the Pledgor or the Company to demand that the Secured Party release account debtors or other persons or entities liable on any of the Collateral from further obligation to the Secured Party; and (x) substitution, impairment, exchange or release of any Collateral for any of the Obligations.

(c) Waivers by Secured Party. No failure or any delay on the part of the Secured Party in exercising any right, power or remedy hereunder or under any other Loan Documents or under applicable law, shall operate as a waiver thereof.

(d) Modifications, Waivers and Consents. No modifications or waiver of any provision of this Agreement or any other Loan Documents, and no consent by the Secured Party to any departure by the Pledgor or the Company therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given, and any single or partial written waiver by the Secured Party of any term, provision or right of the Secured Party hereunder shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver of any other right, power or remedy. No notice to or demand upon the Pledgor or the Company in any case shall entitle the Pledgor or the Company to any other or further notice or demand in the same, similar or other circumstances.

(e) Notices. All notices of request, demand and other communications hereunder shall be addressed, sent and deemed delivered in accordance with the Note.

(f) Applicable Law and Consent to Jurisdiction. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflicts of laws provisions or rule that would cause the application of Laws of any jurisdiction other than those of the State of Nevada. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of any federal court located in the State of Nevada, for the purposes of any action arising out of this Agreement or the subject matter hereof brought by any party under this Agreement. To the extent permitted by applicable law, each party hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any action under this Agreement, any claim (i) that it is not personally subject to the jurisdiction of the above named courts, (ii) that such action is brought in an inconvenient forum, (iii) that it is immune from any legal process with respect to itself or its property, (iv) that the venue of the suit, action or proceeding is improper or (v) that this Agreement or the subject matter hereof may not be enforced in or by such courts.

(g) Survival; Successors and Assigns; Termination.

(i) All covenants, agreements, representations and warranties made herein shall survive the execution and delivery hereof, and shall continue in full force and effect until this Agreement terminates in accordance with the provisions hereof.

(ii) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. If the Secured Party assigns this Agreement and/or its security interest in the Collateral, then such assignment shall be binding upon and recognized by the Pledgor. All covenants, agreements, representations and warranties by or on behalf of the Pledgor or the Company that are contained in this Agreement shall inure to the benefit of Secured Party, its successors and assigns. Neither the Pledgor nor the Company may assign this Agreement, or delegate any of their respective rights or obligations hereunder, in each case without the prior written consent of the Secured Party, which consent may be withheld in Secured Party’s sole and absolute discretion.

(iii) Notwithstanding anything contained herein to the contrary, and except as otherwise expressly provided herein, this Agreement shall terminate and no longer be in force or effect upon the earliest to occur of (A) the indefeasible payment in full of all of the Obligations, (B) the indefeasible payment in full to the Secured Party of the Threshold Payment Amount or (C) following the occurrence and continuance of an Event of Default hereunder or under the Note and the exercise by the Secured Party of its right to effect a transfer of the Collateral pursuant to the terms hereof, the execution and/or delivery of the Pledged Materials by the Pledgor to the Secured Party in accordance with this Agreement and the Purchase Agreement.

(h) Severability. If any term, provision or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court or governmental authority of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision or condition nor any other term, provision or condition, and this Agreement shall survive and be construed as if such invalid or unenforceable term, provision or condition had not been contained therein.

(i) Merger and Integration. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto with respect to the matters covered and the transactions contemplated hereby, and no other agreement, statement or promise made by any party hereto, or by any employee, officer or representative of any party hereto that is not expressly contained herein shall be valid or binding.

(j) WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR, THE COMPANY AND THE SECURED PARTY HEREBY: (i) COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY A JURY; AND (ii) WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE PLEDGOR, ANY COMPANY AND THE SECURED PARTY MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS AGREEMENT, AND/OR ANY TRANSACTIONS, OCCURRENCES, COMMUNICATIONS, OR UNDERSTANDINGS (OR THE LACK OF ANY OF THE FOREGOING) RELATING IN ANY WAY TO DEBTOR-CREDITOR RELATIONSHIP BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY EACH OF THE PLEDGOR, THE COMPANY AND THE SECURED PARTY, AND EACH OF THE PLEDGOR, THE COMPANY AND THE SECURED PARTY HEREBY AGREE THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. EACH OF THE PARTIES HERETO IS HEREBY AUTHORIZED TO SUBMIT THIS AGREEMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PLEDGOR, THE COMPANY AND THE SECURED PARTY, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF SUCH WAIVER OF RIGHT TO TRIAL BY JURY. EACH OF THE PLEDGOR, THE COMPANY AND THE SECURED PARTY REPRESENT AND WARRANT THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND/OR THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

(k) Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format file or other similar format file, such signature shall be deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile or “.pdf” signature page was an original thereof.

(l) Headings. The headings and sub-headings contained in the titling of this Agreement are intended to be used for convenience only and shall not be used or deemed to limit or diminish any of the provisions hereof.

(m) Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.

(n) Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement, including the execution and filing of UCC-1 Financing Statements in any jurisdiction as the Secured Party may require.

(o) Time is of the Essence. The parties hereby agree that time is of the essence with respect to performance of each of the parties’ obligations under this Agreement. The parties agree that in the event that any date on which performance is to occur falls on a Saturday, Sunday or state or national holiday, then the time for such performance shall be extended until the next succeeding Business Day.

(p) Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

(q) Prevailing Party. If any legal action or other proceeding is brought for the enforcement of this Agreement or any other Loan Documents, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement or any other Loan Documents, then the successful or prevailing party or parties shall be entitled to recover from the non-prevailing party, reasonable attorneys’ fees, court costs and all expenses, even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

(r) Costs and Expenses. The Pledgor and the Company, jointly and severally, agree to pay to the Secured Party, upon demand, the amount of any and all costs and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the Secured Party, which the Secured Party may incur in connection with: (i) the recordation, administration, amendment, waiver or other modification or termination of this Agreement; (ii) the custody or preservation of any of the Collateral; or (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder. All such costs and expenses shall bear interest from the date of outlay until paid, at a rate per annum equal to twelve percent (12%), and shall constitute Obligations hereunder and be secured hereby. Notwithstanding anything contained herein to the contrary, the provisions of this Section 13(r) shall survive the termination of this Agreement and the termination of the Secured Party’s security interest hereunder.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

PLEDGOR:

VIVAKOR, INC.

By: ___________________________

Name:

Title:

SECURED PARTY:

_____________________

By: ___________________________

Name:

Title:

[Signature page to Pledge Agreement]

EXHIBIT 10.3

FORM OF

MASTER NETTING AGREEMENT

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".

WHEREAS, contemporaneously herewith, Jorgan, JBAH and Vivakor have entered into that certain Member Interest Purchase Agreement (the "MIPA") hereto, contemplating the purchase and sale of SFD and WCCC;

WHEREAS, in connection with the MIPA, the Parties intend to execute and enter into all those certain agreements and obligations set forth on Exhibit "A" hereto, as such may be amended, modified, restated, ratified, revived, and each and every extension, renewal, or modification of each and every such contract (each individually, a "Contract", or collectively, "Contracts"), and wish to enter into this Agreement to establish certain net-out obligations and procedures for the same; and

NOW, THEREFORE, for the mutual promises and undertakings contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. Definitions. The following terms shall, when used herein, have the meaning set forth below:

"Agreement" has the meaning set forth in the recitals.

"Affiliate(s)" means, with respect to any Party, any other party directly or indirectly controlling, controlled by or under common control with such Party.

"Aggregate Amount(s) Owed Buyer Group" has the meaning set forth in Section 3.

"Aggregate Amount(s) Owed Seller Group" has the meaning set forth in Section 3.

"Buyer Group" means Vivakor, SFD and WCCC.

"Contract(s)" has the meaning set forth in the recitals.

"Defaulting Party" has the meaning set forth in Section 9.

"Denbury Contract" means that certain Crude Oil Purchase Contract dated October 1, 2018, by and between Silver Fuels, LLC and Denbury Onshore, LLC, as modified by that certain Collateral Assignment of Contracts dated as of March 18, 2020, between SFD and Maxus, and as assigned.

"Early Termination Date" has the meaning set forth in Section 10.

"Endeavor" has the meaning set forth in the recitals.

"Event of Default" has the meaning set forth in Section 9.

"Final Judgment" has the meaning set forth in Section 7.

"Group(s)" means Seller Group and/or Buyer Group, individually or collectively, as context requires.

"JBAH" has the meaning set forth in the recitals.

"Jorgan" has the meaning set forth in the recitals.

"MIPA" has the meaning set forth in the recitals.

"Net Settlement Amount" has the meaning set forth in Section 3.

"Non-Defaulting Group" has the meaning set forth in Section 10.

"Notes" means (i) that certain Secured Promissory Note dated ___ [●], 2022, from Vivakor to the order of Jorgan in the original principal amount of $[●], and (ii) that certain Secured Promissory Note dated ___ [●], 2022, from Vivakor to the order of JBAH in the original principal amount of $[●].

"Party" or "Parties" has the meaning set forth in the recitals.

"Payment Date" has the meaning set forth in Section 6.

"Seller Group" means Jorgan, JBAH, WCC, and Endeavor.

"SFD" has the meaning set forth in the recitals.

"Vivakor" has the meaning set forth in the recitals.

"WCC" has the meaning set forth in the recitals.

"WCCC" has the meaning set forth in the recitals.

2. This Agreement supplements the payment and invoicing provisions of all Contracts between the Parties and their Affiliates. It is understood and agreed by the Parties that the Contracts shall be and hereby are subject to the terms of this Agreement. Except as specifically set forth herein, nothing within this Agreement shall be construed to amend, modify, or cancel any part of all of any Contract presently in effect between the Parties or their Affiliates. All other terms and conditions of said Contracts shall remain unchanged, in effect, and enforceable in accordance with their terms and provisions. In the event of any inconsistency between the terms of this Agreement and the terms of any Contract with respect to the payment or invoicing matters while this Agreement is in force and effect, the terms of this Agreement shall prevail.

3. All amounts owed to Seller Group by Buyer Group as a result of all Contracts during a given calendar month (the "Aggregate Amount(s) Owed Seller Group") shall be netted against all amounts owed to Buyer Group by Seller Group as a result of all Contracts during the same calendar month (the "Aggregate Amount(s) Owed Buyer Group"), and the resulting net amount (the "Net Settlement Amount") shall be payable either from Seller Group to Buyer Group (if the Aggregate Amount Owed Buyer Group exceeds the Aggregate Amount Owed Seller Group) or from Buyer Group to Seller Group (if the Aggregate Amount Owed Seller Group exceeds the Aggregate Amount Owed Buyer Group). Each month the Groups shall consult at least one (1) business day before Payment Date (as defined below) as to the total amount due each other for deliveries made pursuant to the Contracts in the preceding month, which deliveries shall be priced in accordance with the applicable Contracts. Each Group shall continue to invoice the other Group as applicable.

4. The Parties to each Contract shall attempt to reconcile any disputes as to any items contained on an invoice in a mutually agreeable manner. A Party may not refuse to participate in such process because of a disputed invoice. If any invoice is disputed (so long it is disputed in good faith and fair dealing), the invoiced Party may require that only the undisputed amount be agreed upon as the amount due in the process described in Section 2, pending resolution of the dispute, and otherwise proceed with the net-out process set forth herein.

5. The net difference between the total amounts agreed to in Sections 2 through 4 above shall be the amount payable to the Group delivering the greater amount by the Group delivering the lesser amount.

6. The Net Settlement Amount shall be paid by the owing Group to the other Group by wire transfer on or before the 20th day of the month succeeding the invoiced month ("Payment Date"). If the 20th day of the month falls on a Saturday or Friday federal banking holiday, payment will be made on the preceding banking day, or if the 20th day of the month falls on a Sunday or Monday federal banking holiday, payment will be made on the next succeeding banking day; provided, however, that should Denbury Onshore, LLC default on its payment obligations pursuant to the Denbury Contract, the Payment Date shall be extended for an additional five (5) calendar days. Payment made in accordance with this Agreement will be deemed timely under the Contracts. Each Party agrees that for the Payment Date to be effective as to the other Party, each Party must have in its possession all invoices as applicable (involving the transaction month) from the other Party not later than two (2) business days before the Payment Date.

7. Notwithstanding the provisions of Sections 3 through 6 hereof, specifically with respect to Vivakor obtaining a final, non-appealable judgment obtained in a court of competent jurisdiction awarding money damages to Vivakor for a breach or default pursuant to the MIPA against either Jorgan or JBAH, as the case may be (a "Final Judgment"), then in that event and only in that event, the amount of such Final Judgment shall be deducted from and netted against the outstanding principal indebtedness owed to Jorgan or JBAH pursuant to the Notes, respectively, as the case may be. This obligation shall survive the termination of this Agreement in accordance with the survival provisions of the MIPA.

8. Term. This Agreement is effective on the Effective Date and shall continue in effect until the earlier to occur of (a) termination of this Agreement pursuant to Section 11 hereof, or (b) the termination of all the Contracts pursuant to their terms and provision, or (c) termination by mutual agreement of the Parties; provided, however, that any such termination shall not cancel the netting arrangement provided for herein with respect to obligations or transactions which arise prior to the termination date, unless otherwise agreed to in writing by the Parties; provided further, that such termination of this Agreement shall not affect the continuing validity or enforcement of obligations owed under the Contracts.

9. Events of Default. Notwithstanding any other provision of this Agreement or any provision of any Contract, the occurrence at any time of any of the following events constitutes an event of default (an "Event of Default") with respect to such Party (a "Defaulting Party"):

(a)

A material breach or material default by any Party of any provision of this Agreement that is not cured within 10 business days of the breaching Party’s receipt of a notice of default;

(b)

A breach or default by any Party under any Contract pursuant to that Contract's terms and provisions Agreement that is not cured in accordance with such Contract's terms and provisions;

(c)

A Change in Control occurs with respect to a Party other than as a result of the transactions contemplated by the MIPA on the Closing Date, as such term is defined in the MIPA Further, a Change of Control of Vivakor shall not be deemed to have taken place under circumstances where another Party to this Agreement, including the beneficial owners of such Party, acquires beneficial ownership of a majority of then-outstanding voting securities or equity of Vivakor.

10. Remedies. Upon the occurrence of an Event of Default, the non-defaulting Group hereto (the "Non-Defaulting Group") may, in its sole discretion and by written notice to the Defaulting Party and its Group, designate a date on which to terminate this Agreement and promptly settle all outstanding amounts due pursuant to the Contracts (the "Early Termination Date"). To the extent that, in the commercially reasonable discretion of the Non-Defaulting Group, certain Contracts may not be not promptly settled without material disruption of cash flow(s) to one or more Parties of either Group, such Contracts shall be settled in accordance with their terms apart from this Agreement. On or as soon as reasonably practicable after the Early Termination Date, the Non-Defaulting Group shall provide a close-out statement to the Defaulting Party and its Group (a) showing in reasonable detail its calculations for the final settlement pursuant to this Agreement, (b) showing in reasonable detail all Aggregate Amounts Owed Seller Group and all Aggregate Amounts Owed Buyer Group that intend to remain outstanding as of the Early Termination Date to be settled outside of this Agreement, and (c) specifying any Net Settlement Amount(s) in connection with the Early Termination Date.

11. Remedies Not Exclusive. The Parties' rights pursuant to this Agreement are in addition to, and not in limitation of, any other rights and remedies that they may have (whether by operation of law, in equity, pursuant to agreement, or otherwise) and without prejudice and in addition to any right of set-off, recoupment, combination of accounts, lien, security interest, pledge, or other right to which they are entitled. The Parties may enforce any of their remedies under this Agreement successively or concurrently at their option. No failure on the part of any Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by a Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

12. Limitation of Liability. In no event shall any Party be liable under this Agreement (on the basis of breach of contract, indemnity, warranty or tort or otherwise) for any indirect, special, consequential, exemplary or punitive damages resulting from or arising out of this Agreement, including, without limitation, loss of production, business interruption, loss of profit, loss of revenue, loss of contract or loss of goodwill howsoever caused.

13. Counterparts. The Agreement may be executed in one or more counterparts, in any format, whether hardcopy or electronic, each of which shall be considered an original.

14. Assignment. The rights and obligations of the parties to this Agreement are not assignable in whole or in part, other than, in the case of Vivakor, to Affiliates of Vivakor, without the prior written consent of the other Group to this Agreement, which shall not be unreasonably withheld, conditioned or delayed. This Agreement shall inure to the benefit of and be binding on and enforceable against the successors and permitted assigns of each Party hereto.

15. Amendment; Severability. None of the provisions of this Agreement may be modified, amended or waived except in a writing signed by the Parties. If any of the provisions of this Agreement is found to be illegal or unenforceable, it is deemed to be omitted, but only to the extent of such unenforceability, and the remaining provisions of this Agreement shall remain in full force and effect.

16. Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Nevada, without respect to its rules or principles regarding conflicts of law. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to or arising out of this Agreement.

17. Notice. Any written notice in respect of this Agreement may be given by any reasonable means, including, without limitation, by facsimile, hand delivery, courier, or certified United States mail (return receipt requested) and shall be effective upon receipt by the Party to which such notice is addressed. Each Group's respective addresses for notice are set forth in the MIPA.

[Signature page(s) to follow.]

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the Seller Group and Buyer Group have executed this Agreement as of the Effective Date set forth above.

SELLER GROUP:

JORGAN DEVELOPMENT, LLC, a Louisiana limited liability company

By: ______________________________

Name: James H. Ballengee

Title: Manager

JBAH HOLDINGS, LLC, a Texas limited liability company

By: ______________________________

Name: James H. Ballengee

Title: Manager

WHITE CLAW CRUDE, LLC, a Texas limited liability company

By: JORGAN DEVELOPMENT, LLC,

a Louisiana limited liability company,

its Manager

By: ______________________________

Name: James H. Ballengee

Title: Manager

ENDEAVOR CRUDE, LLC, a Texas limited liability company

By: JORGAN DEVELOPMENT, LLC,

a Louisiana limited liability company,

its Manager

By: ______________________________

Name: James H. Ballengee

Title: Manager

BUYER GROUP:

VIVAKOR, INC., a Nevada limited liability company

By: ______________________________

Name: ____________________________

Title: _____________________________

SILVER FUELS DELHI, LLC, a Louisiana limited liability company

By: ______________________________

Name: ____________________________

Title: _____________________________

WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company

By: ______________________________

Name: ____________________________

Title: _____________________________

EXHIBIT A

TO MASTER NETTING AGREEMENT

THE CONTRACTS

1. Membership Interest Purchase Agreement dated June 15, 2022, by and between Jorgan, JBAH, and Vivakor.

2. Secured Promissory Note dated ___ [●], 2022, made to Jorgan by Vivakor, in the original principal amount of [●].

3. Secured Promissory Note dated ___ [●], 2022, made to JBAH by Vivakor, in the original principal amount of [●].

4. Pledge Agreement dated ___ [●], 2022, by and between Jorgan, as Secured Party, and Vivakor, as Debtor.

5. Pledge Agreement dated ___ [●], 2022, by and between JBAH, as Secured Party, and Vivakor, as Debtor.

6. Shared Services Agreement dated ____ [●], 2022, by and between Endeavor Crude, LLC, as Service Provider, and Silver Fuels Delhi, LLC and White Claw Colorado City, LLC, as Service Recipients.

7. Crude Petroleum Supply Agreement dated January 1, 2021, by and between White Claw Crude, LLC, and Silver Fuels Delhi, LLC, as amended.

8. Oil Storage Agreement dated January 1, 2021, by and between White Claw Crude, LLC, as Shipper, and White Claw Colorado City, LLC, as Operator, as amended.

EXHIBIT 10.4

FORM OF

GUARANTY AGREEMENT

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.

RECITALS

WHEREAS, Sellers have entered into that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and among the Sellers, as the equity holders of the Guarantor and White Claw Colorado City, LLC (together, the "Companies") and Vivakor, Inc. ("Purchaser") (as amended, modified or supplemented from time to time in accordance with its terms, the "Purchase Agreement"), pursuant to which the Sellers have sold all of their membership interests in the Companies, subject to the terms and conditions set forth therein;

WHEREAS, as partial consideration for the membership interests of the Companies, Purchaser has entered into (i) a Promissory Note issued in favor of Jorgan, of even date herewith, in the principal amount of $_________ ("Jorgan Promissory Note") and (ii) a Promissory Note issued in favor of JBAH, of even date herewith, in the principal amount of $_________ ("JBAH Promissory Note", and together, the "Notes");

WHEREAS, Purchaser has entered into (i) a Pledge Agreement, of even date herewith, with Jorgan ("Jorgan Pledge Agreement") and (ii) a Pledge Agreement, of even date herewith, with JBAH ("JBAH Pledge Agreement", and together, the "Pledge Agreements") in order to secure all of its payment obligations under the Notes and the Pledge Agreements;

WHEREAS, Guarantor desires to guaranty all of Purchaser’s obligations and liabilities (present or future, direct or indirect, secured or unsecured, fixed or contingent and whether at stated maturity, acceleration or otherwise) that are now or may hereafter become due and payable from Purchaser to Sellers under the Notes and the Pledge Agreements (the "Obligations") pursuant to the terms of this Guaranty;

WHEREAS, Guarantor has determined that the execution and delivery of this Guaranty is advisable and in the best interest of the Guarantor and that Guarantor will benefit directly from the execution and delivery of this Guaranty; and

WHEREAS, the execution and delivery of this Guaranty by Guarantor is a condition precedent to the execution and delivery of the Purchase Agreement by the Sellers.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Guaranty. Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not as a surety, the prompt and complete payment when due, of the all Obligations (including, without limitation, all collection costs and reasonably documented, out-of-pocket legal and other fees and expenses incurred by Sellers in enforcing the obligations under this Guaranty), in each case after any failure by the Purchaser to pay any such Obligations as and when due in accordance with the terms and conditions of the applicable Loan Documents (as defined in the Notes). This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor. Notwithstanding anything contained herein to the contrary, (i) Sellers shall have no right to, and shall not, enforce or exercise any rights, or to take any other action with respect to this Guaranty, upon the occurrence and during the continuance of an Event of Default under Section 6.1(c) of the Notes, the sole and exclusive remedy for which shall be each Seller’s right to enforce its respective remedies under the Pledge Agreements, and (ii) from and after the indefeasible payment in full of the Threshold Payment Amount to the Sellers in accordance with the terms of the Notes, no Seller shall have the right to enforce or to exercise any rights under, or otherwise to take any action with respect to the Collateral pursuant to, the Pledge Agreements.

2. Certain Waivers. The Guarantor waives and agrees that the Guarantor’s obligations hereunder shall be unconditional and shall apply irrespective of, and not be in any way affected by, (a) any defense arising by reason of any disability or other defense of the Purchaser or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Sellers) of the liability of the Purchaser other than the defense of payment or performance of the Obligations in full in cash or the release thereof in accordance with the Purchase Agreement and the other Loan Documents; (b) any defense based on any claim that the Guarantor’s obligations exceed or are more burdensome than those of the Purchaser; (c) any right to proceed against the Purchaser, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of the Sellers whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held by the Sellers; (e) any right to revoke this Guaranty (and the Guarantor acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future); and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law or equitable principles limiting the liability of or exonerating guarantors or sureties. The Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations; provided that nothing hereunder shall prevent the Guarantor from pursuing in an independent action any claim it may have against any person.

3. Obligations Absolute. The obligations of the Guarantor hereunder are absolute and unconditional and shall remain in full force and effect, shall not be affected, impaired, reduced or modified, and Guarantor shall have no right to terminate this Guaranty or to be released, relieved or discharged, in whole or in part, from its payment of the Obligations by reason of the following, all of which the Guarantor hereby waives: (a) any bankruptcy, reorganization, dissolution or insolvency under any law of the Purchaser, or by any action of a trustee in any such proceeding; (b) any amendment, supplement or modification to, waiver, consent, or adjustment, compromise, release, delay or failure to exercise any right, remedy, power or privilege under or in respect of this Guaranty, any other Transaction Document or the Obligations; (c) any merger or consolidation of the Purchaser into or with any other person or change in form of organization, name, membership or ownership of the Purchaser or any other person; (d) any lack of genuineness, validity, regularity, legality, enforceability or value of this Guaranty, any other Transaction Document or the Obligations or the lack of authority of the Purchaser or any other person to enter into any of the Loan Documents; or (e) the assignment or transfer of this Guaranty or the Obligations.

4. Obligations Independent. The obligations of the Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor of such obligations, and a separate action may be brought against the Guarantor to enforce this Guaranty whether or not the Purchaser or any other person is joined as a party.

5. Subrogation. Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations and any amounts payable under this Guaranty have been indefeasibly paid in full. If any amounts are paid to the Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Sellers and shall forthwith be paid to the Sellers to reduce the amount of the Obligations, whether matured or unmatured.

6. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty have been indefeasibly paid in full. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Purchaser or the Guarantor is made in respect of the Obligations and such payment or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Sellers in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any debtor relief laws or otherwise, all as if such payment had not been made and whether or not Sellers are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall survive termination of this Guaranty.

7. Subordination. The Guarantor hereby subordinates the payment of all obligations and indebtedness of the Purchaser owing to the Guarantor, whether now existing or hereafter arising, including, but not limited to, any obligation of the Purchaser to the Guarantor as subrogee of Sellers or resulting from the Guarantor’s performance under this Guaranty, to the indefeasible payment in full of the Obligations. Following a demand for payment hereunder, any such obligation or indebtedness of the Purchaser to the Guarantor shall be enforced and performance received by the Guarantor as trustee for Sellers and the proceeds thereof shall be paid over to Sellers on account of the Obligations untill all such Obligations have been indefeasibly paid in full.

8. Cumulative Rights; No Double Recovery. Each and every right, remedy and power hereby granted to Sellers or afforded them by applicable law or agreement shall be cumulative and not exclusive of any other and may be exercised by Sellers from time to time. If any fact, circumstance or condition forming a basis for a claim for recovery under this Guaranty shall overlap with any fact, circumstance, condition, agreement or event forming the basis of any other claim for recovery under this Guaranty, there shall be no actual duplication in recovery for the amounts due under such claims.

9. Representations and Warranties. Guarantor represents and warrants that (a) this Guaranty constitutes the valid and legally binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and by general equitable principles, (b) there are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived, and (c) the Guarantor will obtain substantial benefit (direct or indirect) from the Loan Documents.

10. Amendment; Waiver. No amendment of any provision of this Guaranty shall be effective unless it is in writing and signed by the Guarantor and Sellers, and no waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor therefrom, shall be effective unless it is in writing and signed by Sellers. No waiver shall operate as a waiver of, or estoppel with respect to, any prior or subsequent failure to comply with the provision waived or any other provision of this Guaranty.

11. Counterparts. This Guaranty may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart to this Guaranty by facsimile transmission or electric transmission in ".pdf" or comparable format shall be as effective as delivery of a manually signed original.

12. Captions. The captions in this Guaranty have been inserted only for convenience of reference and do not modify, explain, enlarge or restrict any of the provisions hereof.

13. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) as of the date delivered if delivered personally, by courier or by courier service, (b) three (3) business days after deposit in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or (c) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient). The addresses and e-mail addresses for such communications are:

Guarantor or the Purchaser:	Vivakor, Inc. 4101 North Thanksgiving Way Lehi, UT 84043 Attn: Matt Nicosia Email: matt@vivakor.com

with a copy to:	Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Iselin, New Jersey 08830 Attn: Joseph Lucosky; Scott Linsky Email: jlucosky@lucbro.com; slinsky@lucbro.com

Sellers:	Jorgan Development, LLC, JBAH Holdings, LLC 5151 Beltline Road, Suite 715 Dallas, Texas 75234 Attn: James Ballengee Email: jballengee@whiteclawcrude.com

with a copy to:	Jackson Walker LLP 2323 Ross Avenue, Suite 600 Dallas, Texas 75201 Attn: Pat Knapp Email: pknapp@jw.com

14. Assignment. This Guaranty shall be binding upon the Guarantor, its successors and permitted assigns and inure to the benefit of and be enforceable by Sellers and their successors, transferees and assigns. Without limiting the generality of the immediately preceding sentence, Guarantor may not assign this Guaranty without the prior written consent of the Sellers, and any attempted assignment by Guarantor without such prior written consent shall be void ab initio.

15. Governing Law; Jurisdiction; Venue. This Guaranty shall be governed by and construed in accordance with the Laws of the State of Nevada (without regard to the conflict of laws principles thereof). Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Guaranty or the other Loan Documents shall be brought and determined in any federal court located in the State of Nevada, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts solely in respect of any legal proceeding arising out of or related to this Guaranty. The parties hereto further agree that they shall not bring suit with respect to any disputes arising out of this Guaranty or the other Loan Documents in any court or jurisdiction other than the above specified courts; provided, however, that the foregoing shall not limit the rights of the parties hereto to obtain execution of judgment in any other jurisdiction.

16. WAIVERS. GUARANTOR HEREBY (I) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND ANY COUNTERCLAIMS RELATED THERETO; (II) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (III) ACKNOWLEDGES THAT SELLERS HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

17. Entire Agreement. This Guaranty and the other Loan Documents constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their affiliates with respect to the subject matter hereof is superseded by this Guaranty and the other Loan Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned duly authorized representative of Guarantor, intending to be legally bound hereby, has executed and entered into this Guaranty as of the Effective Date.

GUARANTOR:

__________, LLC a _____ limited liability company

By: _____________________________________

Name: ___________________________________

Title: ____________________________________

Signature Page to Guaranty Agreement

EXHIBIT 10.5

FORM OF

LOCK-UP AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, the Parties have entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”), dated June 15, 2022, by and between the Company, the Holder and _______ LLC, a ____ limited liability company, pursuant to which, and subject to the terms and conditions set forth therein, the Company will purchase all of the issued and outstanding membership interests of Silver Fuels Delhi, LLC, a Louisiana limited liability company, and White Claw Colorado City, LLC, a Texas limited liability company.

WHEREAS, pursuant to the Purchase Agreement, the Holder received [●] shares of the Company’s common stock, par value $0.001 per share (the “Lock-Up Securities”);

WHEREAS, as a condition and inducement to the willingness of the Company to consummate the transactions contemplated by the Purchase Agreement, the Holder has agreed to certain transfer restrictions with respect to the Lock-Up Securities held by the Holder immediately following the Effective Date (as defined in the Purchase Agreement).

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration is hereby acknowledged, the Holder and the Company hereby agree as follows:

1. Lock-Up Period. The Holder agrees that, from the Effective Date until the earlier to occur of (a) Company's full satisfaction of indebtedness under that certain Secured Promissory Note dated [●], made to the order of Holder by Company in the original principal amount of [●], or (b) a date that is eighteen (18) calendar months from the date thereof (such period, the “Lock-Up Period”), the Holder shall be subject to the lock-up restrictions set forth in Section 2 below.

2. Lock-Up Restriction.

(a) Lock-Up. During the Lock-Up Period, the Holder will not offer, sell, contract to sell, or otherwise transfer of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the sale, transfer or disposition (whether by actual or effective economic sale or disposition due to cash settlement or otherwise) by the Holder or any affiliate of the Holder or any person in privity with the Holder or any affiliate of the Holder), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the U.S. Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Lock-Up Securities, unless such transaction is a Permitted Disposition (as defined below).

A “Permitted Disposition” shall include the following: (a) transfers of Lock-Up Securities to a trust for the benefit of the undersigned or as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (b) transfers of Lock-Up Securities to a charity or educational institution; (c) transfers of the Lock-Up Securities by the Holder upon the prior written consent of the Company; provided that in the case of any transfer pursuant to the foregoing clauses (a) - (c), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Company a lock-up agreement substantially in the form of this Lock-Up Agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made, or (d) a pledge or hypothecation of the Lock-Up Securities as collateral for indebtedness, and any sale, contract for sale, transfer or disposition of the Lock-Up Securities arising out of or relating to the terms of such pledge or hypothecation.

(b) Stop Orders. The Holder further acknowledges and agrees that the Company is authorized to, and the Company agrees to, place “stop orders” on its books to prevent any transfer of any Lock-Up Securities of the Company held by the Holder in violation of this Lock-Up Agreement. The Company agrees not to allow any transaction to occur that is inconsistent with this Lock-Up Agreement.

3. Miscellaneous.

(a) At any time, and from time to time, after the signing of this Lock-Up Agreement, the Holder will execute such additional instruments and take such action as may be reasonably requested by the Company to carry out the intent and purposes of this Lock-Up Agreement.

(b) This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Lock-Up Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. The Parties hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based on forum non conveniens. The Parties hereto and to any other agreements referred to herein or delivered in connection herewith agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. In the event that any provision of this Lock-Up Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

(c) Any and all notices or other communications given under this Lock-Up Agreement shall be in writing and shall be deemed to have been duly given on (i) the date of delivery, if delivered in person to the addressee, (ii) the next business day if sent by overnight courier, or (iii) three (3) days after mailing, if mailed within the continental United States, postage prepaid, by certified or registered mail, return receipt requested, to the party entitled to receive same, at his or its address set forth below:

If to the Company:

Vivakor, Inc.

433 Lawndale Drive

South Salt Lake City, Utah 84415

Attn: [●]

Email: [●]

With a copy to (which shall not constitute notice):

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Iselin, New Jersey 08830

Attn: Joseph Lucosky; Scott Linsky

Email: jlucosky@lucbro.com; slinsky@lucbro.com

If to the Holder:

JBAH Holdings, LLC

5151 Beltline Road, Suite 715

Dallas, Texas 75234

Attn: James Ballengee

Email: james.b@silverfuels.com

With a copy to (which shall not constitute notice):

Jackson Walker LLP

2323 Ross Avenue, Suite 600

Dallas, TX 75201

Attn: Pat Knapp

Email: pknapp@jw.com

(d) The restrictions on transfer described in this Lock-Up Agreement are in addition to and cumulative with any other restrictions on transfer otherwise agreed to by the Holder or to which the Holder is subject to by applicable law.

(e) This Lock-Up Agreement shall not be assigned in whole or in part, without the prior written consent of the other Party. Except as otherwise provided herein, this Lock-Up Agreement shall be binding upon Holder, its legal representatives, and permitted successors and assigns.

(f) This Lock-Up Agreement may be executed and delivered in two or more counterparts (including by means of facsimile or electronic mail), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(g) The Company agrees not to take any action or allow any act to be taken which would be inconsistent with this Lock-Up Agreement.

(h) The terms and provisions of this Lock-Up Agreement may only be amended by a written instrument signed by the Company and the Holder.

[-signature page follows-]

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties hereto have executed this Lock-Up Agreement as of the date first above written.

			HOLDER:

			___________, LLC

			By:
			Name: Title:	James H. Ballengee Manager

			COMPANY:

			VIVAKOR, INC.


			By:
			Name:
			Title:

[Signature Page to the Lock-Up Agreement]

EXHIBIT 10.6

FORM OF

ASSIGNMENT OF MEMBER INTEREST

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".

WHEREAS, Assignors are collectively vested with all of the right, title and interest in and to all of the issued and outstanding limited liability company member interest in and to _________, LLC, a _______limited liability company (the "Company");

WHEREAS, Assignors and Assignee have executed and entered into that certain Member Interest Purchase Agreement dated June 15, 2022, contemplating the purchase and sale of the Company, among other matters (the "MIPA");

WHEREAS, pursuant to and in accordance with the MIPA, Assignors desire to assign to Assignee, and Assignee desires to accept and assume, all of the issued and outstanding limited liability company member interest in and to the Company (the "Member Interest");

NOW, THEREFORE, in consideration of the premises and the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment and Assumption of the Member Interests. Assignors do hereby BARGAIN, SELL, ASSIGN, TRANSFER, CONVEY, SET OVER and DELIVER to Assignee all of Assignors' right, title and interest in and to the Member Interest. Assignee hereby ACCEPTS and ASSUMES the Member Interest, and all rights, benefits, duties and obligations thereof, free and clear of all liens and encumbrances other than restrictions imposed on sales of securities under applicable laws.

2. MIPA. Notwithstanding anything contained herein to the contrary, this Assignment is made and delivered expressly SUBJECT TO all of the terms, provisions and conditions contained in the MIPA for all purposes. In the event of a conflict or inconsistency between the terms of this Assignment and the MIPA, the terms of the MIPA shall control.

3. Binding Effect. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns.

4. Assignment; Third-Party Beneficiaries. This Assignment shall not be assignable by either Party without the prior written consent of the other Party and any attempt to assign this Assignment without such consent shall be void and of no effect. Nothing in this Assignment, expressed or implied, is intended or shall be construed to confer upon any person other than the parties hereto and their successors and assigns permitted by this Section 5 any right, remedy or claim under or by reason of this Assignment.

5. Amendment; Waivers, etc. No amendment, modification or discharge of this Assignment, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The failure of either Party hereto to exercise any rights or privileges hereunder shall not be construed as a waiver of any such rights or privileges hereunder. The rights and remedies herein provided are cumulative and, except as otherwise expressly provided in this Assignment, none is exclusive of any other or of any rights or remedies that any party may otherwise have at law or in equity.

6. Governing Law. This Assignment, and all claims and causes of action, whether in contract, tort or otherwise, that may arise out of, be based upon, or relate to this Assignment or the Member Interest in any way, manner or means, shall be construed and enforced in accordance with and governed by the laws of the state set forth in the MIPA. THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS ASSIGNMENT.

7. Entire Agreement. This Assignment and the MIPA (and the agreements contemplated by the MIPA) constitute the entire agreement of the Parties to this Assignment with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

8. Severability. Whenever possible, each provision or portion of any provision of this Assignment shall be interpreted in such manner as to be effective and valid under applicable law, but, if any provision or portion of any provision of this Assignment is held to be invalid, illegal or unenforceable in any respect under any applicable law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Assignment shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

9. Counterparts. This Assignment may be executed in multiple counterparts, including multiple signature pages, each of which shall be an original, with the same effect as if the signature hereto were upon the same instrument, whether by means of electronic, facsimile, physical delivery or other method of transmission.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Assignment to be effective as of the Effective Date.

ASSIGNORS:

JORGAN DEVELOPMENT, LLC, a Louisiana limited

liability company

By: ______________________________

Name: James H. Ballengee

Title: Manager

Date: _____________________________

JBAH HOLDINGS, LLC, a Texas limited liability company

By: ______________________________

Name: James H. Ballengee

Title: Manager

Date: _____________________________

ASSIGNEE:

VIVAKOR, INC., a Nevada corporation

By: ______________________________

Name: ___________________________

Title: ____________________________

Date: _____________________________

EXHIBIT 10.7

FORM OF

RELEASE AGREEMENT

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).

RECITALS

WHEREAS, Vivakor is party to that certain Membership Interest Purchase Agreement by and between Vivakor and the Seller Parties, as the equity holders of Silver Fuels Delhi, LLC (“SFD”) and White Claw Colorado City, LLC, (“WCCC”), dated as of June 15, 2022 (the “MIPA”);

WHEREAS, Jorgan owns 99% and JBAH owns 1% of all of the issued and outstanding limited liability company membership interests in SFD and WCCC, respectively (the “Membership Interests”), and, pursuant to the terms of the MIPA, subject to the conditions set forth therein, the Seller Parties shall convey such equity interests to Vivakor, and Vivakor shall pay to the Seller Parties therefor the Purchase Price (as may be adjusted pursuant to the MIPA);

WHEREAS, as a material inducement to Vivakor to enter into MIPA, the Parties have agreed to execute and deliver this Agreement to Vivakor.

NOW THEREFORE, in consideration for the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows:

AGREEMENT

1. Release by Seller Parties. Effective as of Closing:

(a) Each Seller Party, for itself and on behalf of such Seller Party’s Seller Releasing Parties, does hereby finally, unconditionally, irrevocably, and absolutely release, acquit, remise, and forever discharge Vivakor, its Subsidiaries and each of its and their respective past, present, and future equityholders (including, but not limited to, Purchaser and its Affiliates), directors, officers, partners, managers, members, employees, counsel, agents, representatives, contractors, and subcontractors, and each of their respective successors and assigns (individually, a “Vivakor Releasee” and, collectively, the “Vivakor Releasees”) from any and all accounts, agreements, avoidance actions, bills, bonds, causes, causes of action, charges, claims, complaints, contracts, controversies, costs, counterclaims, damages, debts, demands, equitable proceedings, executions, expenses, legal proceedings, liabilities, losses, matters, objections, obligations, orders, proceedings, reckonings, remedies, rights, setoffs, suits, sums of money, of any kind, at common law, statutory or otherwise, whether known or unknown, whether matured or unmatured, whether absolute or contingent, whether direct or derivative, whether suspected or unsuspected, whether liquidated or unliquidated (including, but not limited to, breach of contract, breach of duty of care, concealment, conflicts of interest, control, course of conduct or dealing, debt recharacterization, deceptive trade practices, deepening insolvency, defamation, disclosure, duress, economic duress, equitable subordination, fraudulent conveyance, fraudulent transfer, gross negligence, insolvency law violations, interference with contractual and business relationships, misuse of insider information, negligence, breach of obligation of fair dealing, breach of obligation of good faith and fair dealing, preference, secrecy, securities and antitrust laws violations, substantive consolidation, tying arrangements, unconscionability, usury, violations of statutes and regulations of governmental entities, instrumentalities and agencies, wrongful recoupment or setoff, or any tort, whether common law, statutory or in equity, and including as a result of, or in relation to, any negligence of any Vivakor Releasee) (each, a “Claim,” and collectively, the “Claims”) arising out of or relating to the Business, including, but not limited to, any rights to indemnification, reimbursement, or compensation from any Vivakor Releasee, whether pursuant to any contracts, law, arrangement, commitment, undertaking or otherwise whether written or oral and whether or not relating to claims pending on, or asserted after, the Closing; provided, however, that the foregoing shall not be construed to release any Claim (v) relating to matters to the extent occurring following the Closing, (w) a Seller Party or any other Seller Releasing Party has under the express terms of the MIPA or any other agreement or certificate contemplated by the MIPA (each, a “Transaction Document”), (x) a Seller Party or any other Seller Releasing Party has against another Seller Party or its Affiliates, (y) a Seller Party or any other Seller Releasing Party has under any the terms of an employee agreement with any Vivakor Releasee, and/or (z) to which a Seller Party is party arising out of the actions of another Seller Party or its Affiliates.

(b) Each Seller Party, severally and not jointly, hereby irrevocably waives and covenants and agrees to forbear and refrain from, directly or indirectly, asserting any Claim, or commencing, instituting or causing to be commenced or instituted, any legal, arbitral or equitable proceeding of any kind (whether actual, asserted or prospective) against any Vivakor Releasee, based upon any matter released or purported to be released pursuant to this Agreement (subject to the proviso in clause (a) of Section 1 above).

2. Release by Vivakor. Effective as of Closing:

(a) Vivakor, for itself and on behalf of the Vivakor Releasing Parties, does hereby finally, unconditionally, irrevocably, and absolutely release, acquit, remise, and forever discharge each Seller Party, its Subsidiaries and each of its and their respective past, present, and future equityholders, directors, officers, partners, managers, members, employees, counsel, agents, representatives, contractors, and subcontractors, and each of their respective successors and assigns (individually, a “Seller Party Releasee” and, collectively, the “Seller Party Releasees”) from any and all Claims arising out of or relating to the Business, including, but not limited to, any rights to indemnification, reimbursement, or compensation from any Seller Party Releasee, whether pursuant to any contracts, law, arrangement, commitment, undertaking or otherwise whether written or oral and whether or not relating to claims pending on, or asserted after, the Closing; provided, however, that the foregoing shall not be construed to release any Claim (x) Vivakor or any other Vivakor Releasing Party has under the express terms of the MIPA or any Transaction Document, (y) relating to matters to the extent occurring prior to the Closing.

(b) Vivakor hereby irrevocably waives and covenants and agrees to forbear and refrain from, directly or indirectly, asserting any Claim, or commencing, instituting or causing to be commenced or instituted, any legal, arbitral or equitable proceeding of any kind (whether actual, asserted or prospective) against any Seller Party Releasee, based upon any matter released or purported to be released pursuant to this Agreement (subject to the proviso in clause (a) of Section 2 above).

3. Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but, if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect in any jurisdiction under any applicable Law, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

4. Successors and Assigns; Third Party Beneficiaries. The obligations of any Party under this Agreement may not be assigned without the prior written consent of the other Party, and any purported assignment in violation of the foregoing shall be void ab initio. Subject to the immediately preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than Purchaser (which is an express third party beneficiary of this Agreement), the Parties, the Releasees, and their respective successors and permitted assigns any right, remedy, or claim under or by reason of this Agreement.

5. Governing Law.

(a) Without regard to principles of conflicts of law, this Agreement, and all claims of causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be construed and enforced in accordance with and governed by the laws of the State of Nevada, without regard to its rules or principles of conflict of laws.

(b) The Parties hereby irrevocably submit to the exclusive jurisdiction of the federal courts located in Clark County, State of Nevada, for the purposes of any Proceeding arising out of or relating to this Agreement or any transaction contemplated hereby (and agrees not to commence any Proceeding relating hereto except in such courts), so long as such court shall have subject matter jurisdiction over such Proceeding. The Parties further agree that service of any process, summons, notice or document hand delivered or sent by U.S. registered mail to such Party’s respective address set forth in Section 12 shall be effective service of process for any Proceeding in Nevada with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Laws, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in any such court or any defense of inconvenient forum for the maintenance of such Proceeding. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(c) EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6. Specific Performance; Remedies. Each Party acknowledges and agrees that the Vivakor Releasees or Seller Party Releasees, as applicable (the “Other Party’s Releasees”), would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each Party agrees that the Other Party’s Releasees shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, without the requirement of posting bond or other form of security, in any action instituted in any court of the United States or any state thereof having, in accordance with the terms of this Agreement, jurisdiction over such Party and any of the Other Party’s Releasees, in addition to any other remedy to which it may be entitled, at law or in equity. The remedies contemplated herein are in addition to, and not in lieu of, any remedies available at law or in equity and, accordingly, all such remedies are cumulative and not exclusive. No exercise of any remedy hereunder, at law or in equity shall be deemed an election of remedies.

7. Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, representations or warranties, written or oral, with respect thereto by or among the Parties.

8. Further Actions. Each Party hereto agrees that it will execute and deliver, or cause to be executed and delivered, on or after the date of this Agreement, all such other instruments and will take all reasonable actions as may be necessary to consummate the transactions contemplated hereby, and to effectuate the provisions and purposes hereof.

9. Knowing and Voluntary Waiver. Each Party, by its respective free and voluntary act of signing below, (a) acknowledges that it has been given appropriate time to consider whether to agree to the terms contained herein, (b) acknowledges that it has been advised to consult with an attorney and has consulted with an attorney prior to executing this Agreement, (c) acknowledges that it understands that this Agreement specifically releases and waives many rights and Claims that it may have, and (d) agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has contributed to its preparation (with advice of counsel). Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to all Parties and not in favor of or against any Party based on the fact that such Party may have drafted such terms or provisions.

10. Interpretation. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by each of the Parties and Purchaser, which is an express third party beneficiary of this Agreement. Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) words using the singular or plural number also include the plural or singular number, respectively; and (c) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement. References to a Person are also to its successors and/or permitted assigns, if any. Unless specifically provided for herein, the term “or” shall not be deemed to be exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The words “will” and “will not” are expressions of command and not merely expressions of future intent or expectation. When used in this Agreement, the word “either” shall be deemed to mean “one or the other”, not “both”. All references herein to “dollars” or “$” are to the lawful currency of the United States. The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement. “Seller Releasing Parties” means, with respect to an applicable Seller Party, such Seller Party’s former, current or future parents, subsidiaries, divisions and Affiliates (including, without limitation, controlling persons) and each of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, equityholders, employees, financing sources, insurers, subrogees, principals, and any successors or assigns of any said Person, and any other Person claiming (now or in the future) for such Seller Party, through or on behalf of such Seller Party. “Vivakor Releasing Parties” means, with respect to Vivakor, Vivakor’s former, current or future parents, subsidiaries, divisions and Affiliates (including, without limitation, controlling persons) and each of their respective former, current or future officers, directors, agents, advisors, representatives, managers, members, partners, equityholders, employees, financing sources, insurers, subrogees, principals, and any successors or assigns of any said Person, and any other Person claiming (now or in the future) for Vivakor, through or on behalf of Vivakor.

11. Survival. The representations, warranties, covenants and agreements of the Parties shall survive the execution and delivery of this Agreement.

12. Notice. All notices and other communications that are required or may be given pursuant to this Agreement must be given in writing, in English and delivered personally, by courier, by telecopy or by registered or certified mail, postage prepaid, as follows:

If to Seller Parties:

Jorgan Development, LLC; JBAH Holdings, LLC
5151 Beltline Road, Suite 715
Dallas, Texas 75234
Attn: James Ballengee
Email: jballengee@whiteclawcrude.com

With copies (which shall not constitute notice) to:

Jackson Walker LLP
2323 Ross Avenue, Suite 600
Dallas, TX 75201
Attn: Pat Knapp
Email: pknapp@jw.com

If to Vivakor:

Vivakor, Inc.
433 Lawndale Drive
South Salt Lake City, Utah 84415
Attn: Matt Nicosia
Email: matt@vivakor.com

With a copy (which shall not constitute notice) to:

Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor
Iselin, New Jersey 08830
Attn: Joseph Lucosky; Scott Linsky
Email: jlucosky@lucbro.com; slinsky@lucbro.com

Each Party may change its address for notice by notice to the other Parties in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first written above.

SELLER PARTIES:

JORGAN DEVELOPMENT, LLC,
a Louisiana limited liability company

By:______________________________
Name: James H. Ballengee
Title: Manager

JBAH HOLDINGS, LLC,
a Texas limited liability company

By:______________________________
Name: James H. Ballengee
Title: Manager

VIVAKOR:

VIVAKOR, INC.,
a Nevada corporation

By:______________________________
Name:
Title:

Signature Page to Release Agreement

EXHIBIT 10.8

OIL STORAGE AGREEMENT

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".

WHEREAS, Operator operates a crude oil, natural gas liquids, condensate, and liquid hydrocarbon receipt, throughput, processing, blending, and delivery terminal located in Colorado City, Texas;

WHEREAS, Operator and Shipper desire to enter into this Agreement to allow Shipper the ability to store volumes of crude oil and other liquid hydrocarbons at the Terminal, as defined below;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the mutual agreements, covenants and undertakings contained herein, the Parties do hereby agree as follows:

1. DEFINITIONS. As used in this Agreement:

"Agreement" has the meaning set forth in the Preamble.

"Affiliate(s)" means, in relation to a Party, any entity that: (a) directly or indirectly controls such Party, (b) is directly or indirectly controlled by such Party, and/or (c) is directly or indirectly under common control with such Party. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity.

"API" means the American Petroleum Institute.

"Applicable Law" means any applicable constitutional provision, statute, act, code, law, regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision, declaration, or interpretative or advisory opinion or letter of a governmental authority having competent jurisdiction, in each case in effect on and as interpreted on the Execution Date and during the Term.

"Barrel" or "Barrels" means forty-two (42) U.S. gallons temperature-corrected to sixty (60) degrees Fahrenheit.

"Operator" has the meaning set forth in the Preamble.

"Operator Group" means Operator, its Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, consultants, and invitees.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as amended from time to time.

"Claiming Party" has the meaning set forth in section 15, below.

"Confidential Information" means all information, Shipper lists, prices, instructions, procedures, standards, contract rates and specifications which one Party has disclosed or may hereafter disclose directly or indirectly to it as a result of or in the course of performance of this Agreement. Confidential Information includes all third-party rate sheets disclosed to Shipper by Operator for purposes of calculating the Rates and operating expenses.

"Shipper" has the meaning set forth in the Preamble.

"Shipper Group" means Shipper, its Affiliates, its or their officers, employees, agents, representatives, contractors, consultants, or invitees.

"Delivery Point" means the place designated by Shipper, either orally or writing, that Operator delivers and tenders possession of Shipper's Product.

"Event of Default" has the meaning set forth in section 17, below.

"Hazardous Substance(s)" means (i) those substances, elements, waste, pollutants or contaminants defined or referred to in Section 101(14) of CERCLA, and (ii) all elements, compounds, waste, pollutants or contaminants defined or referred to in any applicable Environmental Law. For purposes of this Agreement, "Environmental Law" means any Applicable Law of any governmental authority relating to the protection of the environment or public health and safety, including any Applicable Law pertaining to any of the following: (i) the treatment, storage, disposal, generation and transportation of any Hazardous Substances, (ii) air, water and noise pollution, (iii) groundwater and soil contamination, (iv) the release or threatened release into the environment of toxic or Hazardous Substances, including emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals, (v) the protection of wild life, marine sanctuaries and wetlands, including all endangered and threatened species, (vi) storage tanks, vessels and containers containing Hazardous Substances; (vii) underground or other storage tanks or vessels, abandoned, disposed or discarded barrels, containers or other disposed receptacles that contain or contained Hazardous Substances; and (viii) manufacturing, processing, use distribution, treatment, storage, disposal, transportation or handling of pollutants, contaminants, chemicals or industrial, or toxic Hazardous Substances. As used herein, the terms "release" and "environment" have the meanings set forth in CERCLA.

"Loss" or "Losses" means any and all damages, claims, demands, liabilities, suits, fines, fees, penalties, or actions, including all reasonable expenses and attorneys’ fees incurred by or imposed on a Party in connection therewith.

"Minimum Volume Commitment" or "MVC" means 120,000 Barrels of Product per month multiplied by the Rates.

"Medallion Connection Event" has the meaning set forth in section 3.1, below.

"Parties" or "Party" has the meaning set forth in the Preamble.

"Product(s)" means crude oil, condensate, natural gas liquids, and constituent liquid hydrocarbons.

"Rate(s)" means (a) fifty cents ($0.50) per Barrel prior to the Medallion Connection Event, and (b) seventy-five cents ($0.75) per Barrel on the next monthly invoice subsequent to the Medallion Connection Event.

"Receipt Point" means the place designated by Shipper, either orally or in writing, that Operator receives and takes possession of Shipper's Product.

"Services" shall mean any and all labor, services, and/or goods, inventory, materials, equipment and other personal property, as applicable, and shall, if applicable, include any equipment, appurtenances, crew and personnel, that is provided or agreed to be provided by Operator during the term of this Agreement and shall include without limitation Operator’s receipt, storage, processing, blending, and delivery of the Product, as defined in this Agreement, on behalf of Shipper at the Terminal.

"Term" has the meaning set forth in section 8.

"Terminal" means that certain crude oil and liquid hydrocarbon receipt, storage, blending, throughput, and delivery terminal, including all equipment, tanks, meters, valves, and other property incident to the operation thereof, located on all that certain tract of land containing 7 acres, more or less, being more particularly described in that certain Deed dated effective June 16, 2020, from Chisos Logistics, LLC, as Grantor, to Chisos Colorado City, LLC, as Grantee, recorded in Volume 989, Page 951, Official Public Records of Scurry County, Texas.

2. SERVICES AND STORAGE. Operator agrees, subject to Applicable Law and the terms and provisions of this Agreement, to provide receipt, storage, throughput, blending, and pipeline injection services for Product at the Terminal. Operator agrees to receive Product when tendered at the Terminal subject to Applicable Law and the other terms and provisions of this Agreement. Operator shall manage, control, operate, repair and maintain the Terminal, in good working order, at the sole cost and expense of Shipper. The Terminal shall be operational and capable of receiving Product at all times, on a "24/7" basis, during the Term. Operator shall comply with all Applicable Law. Shipper's use of the Terminal shall be non-exclusive, and volumes shall be blended into the common stream with third-party volumes to match the specifications of the Product. Notwithstanding anything contained herein to the contrary, Shipper shall be responsible for reimbursing all of Operator's operating and selling, general and administrative expenses arising out of or relating to the operation and maintenance of the Terminal.

3. STORAGE RATES AND MINIMUM VOLUMES. Shipper covenants and agrees that, for each calendar month during the Term, it shall pay to Operator an amount equal to the greater of (a) the average daily volume of Product stored at the Terminal multiplied by the applicable Rate, or (b) the Minimum Volume Commitment multiplied by the applicable Rate. Should Shipper fail to store at the Terminal a volume equal to or greater than the applicable Minimum Volume Commitment during a given calendar month in the Term and such failure was not due to action or inaction by Operator, Shipper shall pay to Operator the Minimum Volume Commitment multiplied by the Rates.

3.1

Medallion Connection Event. Upon the occurrence of the Terminal being directly or indirectly physically connected by bi-directional pipeline to the facilities of Medallion Midstream, LLC, or its successors or assigns, at or near Colorado City, Texas (the "Medallion Connection Event"), Operator shall promptly serve written notice to Shipper setting forth the specifications of such connection, including throughput volumes and nomination guidelines. The Rates shall automatically increase on the next regular monthly invoice after the occurrence of the Medallion Connection Event.

4. RECEIPTS AND DELIVERIES. Shipper shall provide Operator with written notice of the volumes, if any, it intends to ship to and deliver from the Terminal no later than the twentieth (20th) day of the month preceding the month in which such quantities will actually be delivered to the Terminal. Operator shall advise Shipper no later than five (5) days after its receipt of such nominations of its acceptance or modification thereof, including a preliminary schedule for pumping and delivery at the Terminal, provided, however, that Operator may not modify any nomination of Shipper other than as required by Applicable Law, the other provisions of this Agreement, or due to the physical limitations of the Terminal or equipment ancillary thereto. Shipper and Shipper's third-party agents, representatives, carriers, contractors and subcontractors, may access the Terminal during regular operating hours upon reasonable advance notice. As a condition to being granted access to the Terminal, Shipper's third-party agents, representatives, carriers, contractors and subcontractors seeking access to the Terminal shall obey Operator's rules and regulations at the Terminal.

5. TESTING AND MEASUREMENT. Operator shall cause the Terminal to be capable of measuring the volume of Product delivered by Shipper and provide Shipper with reasonable documentation associated with determining the volume of Product delivered. All measurement & sampling equipment activities, procedures, and calculations shall be performed in conformance with the most current international measurement, sampling and analysis standards (API Manual of Petroleum Measurement Standards (MPMS), the Energy Institute Hydrocarbon Management Committee (HM), ISO, NIST and ASTM). Operator shall operate and maintain calibrated, custody transfer-grade meters and certified auto in-line sampler(s) at the Terminal to measure the volume and quality of Product delivered by Shipper hereunder. Operator shall test and prove meters no less than on a quarterly basis. Shipper or its representative shall have the right to witness measurements of the Product, including meter proving, testing, calibrations, gauging, sampling, and verify measurement process system; provided, however, that reasonable advance notification is made by Shipper to Operator All measurements of Product received by Operator from Shipper shall be made by and at the Terminal's truck receipt meters/auto in-line samplers. All custody transfer documents, including meter tickets generated by Operator shall show the net standard volume (NSV) and such necessary values and calculations for deriving that figure, including opening and closing indicated volumes, meter factor(s), observed API gravity, observed temperature, gross standard volume (GSV), deduction of free water, BS&W percentage, temperature and pressure correction factors. All tickets shall be produced and retained electronically. Operator will endeavor to provide copies of all ticket information and data to Shipper within forty-eight (48) hours upon completion of delivery or re-delivery, as the case may be; and in any case no later than two (2) business days. Operator will provide Shipper with inventory accounting reports monthly. Monthly reports shall indicate Shipper’s beginning inventory, receipts, deliveries, ending inventory, and gains and losses. Operator will provide Shipper with daily inventory reports, when requested by Shipper.

5.1

Custody transfer meters utilized by Operator at the Terminal shall be capable of measuring volumes of Product and shall be adjusted to a temperature of sixty (60) degrees Fahrenheit and a pressure of one standard atmosphere (14.696 PSIA) in accordance with the latest revision of API MPMS Chapter 11 Table 6A both (a) in connection with unloading crude oil from tanker trucks, and (b) in connection with the transmission of crude oil into pipelines. If Shipper believes that any custody transfer meter used to measure the volume of crude oil received, stored or delivered hereunder is inaccurate, Shipper may request that Operator have such meter tested by a third party authorized to certify the accuracy of such meters. If such meters are out of compliance with API standards, then (i) such meters shall be brought into compliance with API standards, (ii) the cost of testing and bringing such meters into compliance shall be borne by Operator, and (ii) Operator shall make an adjustment on the immediately following invoice correcting for the measurement of crude oil transloaded hereunder from the time such meter became inaccurate, or if such date is unknown, from the date that is halfway between the date such meter is restored to compliance with API standards and the date of its last certification or the Effective Date hereof, whichever is later.

6. SCHEDULING MAINTENANCE. Operator shall promptly notify Shipper of any scheduled maintenance of the Terminal. Operator shall consult with Shipper when planning scheduled maintenance to avoid disruption of the Services during the Term. The obligation to pay the Rates set forth in section 9 shall be abated, on an hourly basis rounded to the nearest hour, for any period of time during which the Terminal is unavailable for use during the Term due to maintenance or repair, whether scheduled or not.

7. LOSS ALLOWANCE. Operator will be responsible for any normal handling losses in excess of one quarter of one percent (0.25%) of all Product received into the Terminal, the basis being the difference between truck receipt meter tickets NSV figures and Terminal pipeline meter ticket NSV figures. Losses and/or gains shall be calculated, valued and reported on a monthly basis. Settlements for losses and gains will be made promptly after the end of each calendar month and as of the termination of this Agreement. Operator, at its option, shall either replace or pay for all normal handling Product losses or gains in excess of the Loss Allowance. The price per barrel of such Product for purposes of this section 7 shall be the NYMEX CMA daily average settle quoted price for "Light Sweet Crude Oil" (excluding weekends and US holidays) for the month in which the losses and/or gains occurred.

8. TERM. This Agreement shall remain in force and effect from the Effective Date until 11:59 p.m. Dallas, Texas time on December 31, 2031 (the "Term").

9. PAYMENT AND INVOICING. Shipper shall timely tender and pay to Operator the Rates and all operating, selling, general and administrative expenses relating to the operation of the Terminal. Operator shall invoice Shipper monthly. All invoices shall be due and payable by Shipper to Operator by the twentieth (20th) day of the month following the month in which the Services were performed, provided, however that if such day falls on a Saturday, Sunday or banking holiday, then payment shall be due on the nearest regular business day. Shipper may dispute amounts on Operator's invoice within ten (10) business days of receipt thereof, and the Parties shall work in good faith to timely resolve any such disputes. Shipper shall have the right, at its sole cost and expense and upon commercially reasonable advance notice to Operator, to obtain electronic or physical copies of all substantiating documents incident to the Rates and the Services, including truck tickets, for a period of two (2) calendar years after any such Services were performed. Rates shall be adjusted annually and shall take effect on January 1 of each calendar year during the Term.

10. REPRESENTATIONS AND WARRANTIES. Operator has all requisite power and authority to execute and deliver this Agreement and to perform the obligations contemplated herein. Operator’s employees, agents and representatives shall be appropriately trained. All Services shall be performed in a good and workmanlike manner, in accordance with applicable industry standards. Operator and its agents and representatives shall comply with Applicable Law at locations where the Services are being performed. Operator shall only provide employees, agents and representatives who are knowledgeable and experienced in the safe methods of handling, loading, transloading, carriage, and storage of the Product and who have been appropriately trained and/or certified in accordance with Applicable Law in the use of all equipment necessary for completion of the Services and in the performance of any Services. Operator further warrants that Services performed pursuant to this Agreement that are subject to Applicable Law shall be performed in accordance therewith (including, without limitation, any and all obligations to provide appropriately trained personnel, to register with proper authorities, to label and to classify Hazardous Substances, to label vehicles, and to maintain emergency response information). Operator shall comply with all rules and regulations promulgated by terminal facilities with respect to loading, transporting, and delivering Product on behalf of Shipper. Operator’s employees and all others acting at its instance or direction shall be fully aware and knowledgeable of Applicable Law at all times during the Term of this Agreement, and further Operator shall employ employees who have been and/or engage Contractors that have represented their employees have been appropriately instructed in the characteristics and safe handling methods associated with the Products to be loaded and transported for Shipper.

11. HEALTH, SAFETY & ENVIRONMENTAL.

11.1

In performance of the Services, Operator shall:

(a)

Develop and maintain an HSE management program with a systematic approach designed to assure compliance with Applicable Law and prevent, manage and remediate HSE events, such as spills and releases of Hazardous Substances;

(b)

Have HSE policies, handbooks, or similar materials reasonably assured to be understood by all of Operator's agents, employees and representatives, and ensure such agents, employees and representatives comply with such policies, handbooks or similar materials;

(c)

Ensure that Operator's personnel are competent, appropriately trained and experienced in their field of activity;

(d)

Obtain, maintain, renew and/or replace all licenses, permits, approvals, exemptions, clearances, certificates, authorizations and consents required by Applicable law to perform the Services; and

(e)

Promptly notify Shipper of any changes in Applicable Law affecting HSE responsibilities of the Parties in their performance of this Agreement.

11.2

Operator or its Affiliates shall handle Product and conduct operations in accordance with applicable, generally accepted industry standards and recognized safety best practices, and any specific requirements set forth in safety data sheets, without limitation.

11.3

Operator shall maintain and enforce a comprehensive drug and alcohol policy and associated practices that support Shipper's objective to ensure that Operator’s personnel performing work related to Shipper's Product do not create an unreasonable hazard to persons, property or the environment through the presence of illegal or improperly used drugs or alcohol in the workplace.

11.4

Operator shall investigate and promptly report all incidents to Shipper as required by Applicable Law, and cooperate with Shipper in the investigation of all safety and environmental incidents, spills, releases, damage to property, bodily injuries and/or death to persons which arise on Terminal premises, including those involving Shipper's Product.

11.5

During the Term of this Agreement, Operator agrees to notify Shipper as soon as reasonably practical, but in no event later than twenty-four (24) hours of the occurrence of any accident, incident or violation (i) involving worker-related bodily injury or death, (ii) which directly involves reportable quantity, as determined by Applicable Law, of Shipper’s Product or creates a sheen on water or surfaces, or (iii) is otherwise required to be reported pursuant to Applicable Law. Both Parties agree to provide reasonable assistance in reviewing the circumstances of the accident, incident or violation. Notifications to Shipper regarding HSE incidents should be sent to safety contact listed herein. Qualifying events may include but are not limited to:

(a)

Incidents that result in a fatality;

(b)

Incidents that result in two or more workers being injured; illness requiring hospitalization or transportation via ambulance to an emergency room; or a serious individual injury requiring admission to a hospital of an employee, contractor or the public;

(c)

Any spill or release;

(d)

Any spill or release affecting environmentally sensitive areas such as national parks, wildlife habitats and refuges, tribal land, etc.; any waterway; or to public land or property;

(e)

Any spill or release which causes closure, stoppage or rerouting of traffic on a public road or waterway;

(f)

Multiple complaints (more than one individual) of acute illness, of any person, allegedly caused by exposure to the Product;

(g)

Evacuation beyond the Terminal of employees or contractors allegedly caused by exposure to the Product, excluding false alarms and evacuations to a location within the Terminal;

(h)

Evacuation or sheltering-in-place of the public due to an incident allegedly caused by exposure to the Product;

(i)

Incidents attracting media or governmental attention;

(j)

Contamination of the Product at the Terminal; and

(k)

Unscheduled business interruption in excess of four (4) hours.

11.6

In the event of any release of Hazardous Substances, or any leak or discharge or any other environmental pollution caused or witnessed by Operator or in connection with the Services, Operator shall commence containment or clean-up operations as reasonably deemed appropriate or necessary by Operator or required by any governmental authorities and shall promptly notify or arrange to promptly notify Shipper of any such release, leak or discharge and of any such operations that are reportable to governmental authorities pursuant to Applicable Law, without affecting any obligations of Shipper under section 9 hereof.

12. INDEMNIFICATION. Operator shall indemnify and hold harmless Shipper Group from losses to the extent arising out of or connected with a failure by Operator or its employees, agents, representatives, contractors, subcontractors, consultants, or invitees to comply with any APPLICABLE LAW.

Operator (for itself and its contractors, employees, agents, executors, administrators, successors and assigns) shall indemnify and hold harmless SHIPPER Group from and against any and all Losses for any such loss, damage, injury, death, or other casualty, including but not limited to environmental damages and costs of remediation, to the extent arising directly or indirectly, in whole or in part, from OPERATOR'S BREACH OF THIS AGREEMENT, THE SERVICES, AND the GROSS negligenCE OR WILLFUL MISCONDUCT of Operator, its contractors or their respective employees AND AGENTS.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND (ii) OPERATOR shall not be liable to Shipper for chemical deterioration of Product caused by stagnant storage or normal evaporation.

13. INSURANCE. Operator shall obtain and maintain in full force and effect during the Term of this Agreement insurance providing the minimum coverage set forth on Exhibit "A" attached hereto and made a part hereof. Operator shall be solely and exclusively liable for any and all costs of such insurance, including premiums, deductibles, retentions, fees, expenses and any and all other such costs.

14. TITLE AND RISK OF LOSS; CARGO LIABILITY. Title to Product during provision of the Services shall at all times remain with Shipper or Shipper's designee. Operator shall be deemed to have custody of Product when the Product passes the last truck receipt flange at the Delivery Point until the Product passes the last truck delivery flange out of Operator's truck at the Receipt Point. Notwithstanding anything contained herein to the contrary, Operator shall be liable for any and all actual loss of or damage to cargo or Product occurring while in the custody of Operator.

15. FORCE MAJEURE. Except for payment due hereunder, either Party hereto shall be relieved from liability for failure to perform hereunder for the duration and to the extent such failure is occasioned by war, riots, insurrections, fire, explosions, sabotage, strikes and other labor or industrial disturbances, acts of God or the elements, governmental laws, regulations, or requests, disruption or breakdown of pipeline, terminal, production or other transportation facilities, delays of pipeline or terminal in receiving and delivering Product tendered, or by any other cause, whether similar or not, reasonably beyond the control of such party. Failure to perform due to events of force majeure shall not extend the term of this Agreement except to the extent necessary to comply with the provisions of this section. The Party claiming a force majeure situation (the "Claiming Party") shall take commercially reasonable steps to ameliorate the cause of such force majeure event and enable it to resume performance during the term of this Agreement. Notwithstanding anything to the contrary contained in this section, an event of force majeure shall be deemed not to occur under any or all of the following circumstances: (i) to the extent that the inability to perform was caused by the negligence or willful misconduct of the Claiming Party; (ii) to the extent that the inability was caused by the Claiming Party having failed to remedy the condition as a result of having failed to act in a commercially reasonable manner and/or with reasonable dispatch; (iii) to the extent the event constituting force majeure was intentionally initiated or intentionally acquiesced to by the Claiming Party for purposes of allowing that Party to claim force majeure; or (iv) if the inability was caused by a Party’s lack of funds.

16. CONFIDENTIALITY. Each Party shall keep confidential all Confidential Information that the other Party has disclosed or may hereafter disclose directly or indirectly to it as a result of or in the course of performance of this Agreement. Such Party shall use such Confidential Information only as necessary to perform this Agreement, and shall not disclose to third parties, duplicate or use in any other manner any part of such Confidential Information without the prior written consent of the other Party, except to the extent that either Party can show that such information: (a) is generally available to and known by the public through no fault of such Party, any of its Affiliates or their respective agents or representatives; or (b) is lawfully acquired by such Party, any of its Affiliates or their respective agents or representatives, from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If either Party or any of their respective Affiliates are compelled to disclose any information by judicial or administrative process or by other requirements of Applicable Law, including in connection with litigation, such Party shall promptly notify the other Party in writing and shall disclose only that portion of such information that such Party is advised by its counsel in writing is legally required to be disclosed, provided that such Party will use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurances that confidential treatment will be accorded such Confidential Information.

17. EVENTS OF DEFAULT. A Party shall be in default under this Agreement if any of the following occurs (each such event, an "Event of Default") with respect to such Party:

17.1

it (a) becomes insolvent or is unable to meet its financial obligations as they come due, (b) files a voluntary petition, or shall have an involuntary petition filed against it, that is not dismissed within sixty (60) days, in bankruptcy, reorganization, insolvency, receivership or other similar proceeding, (c) files an answer admitting any material allegation of insolvency in any petition filed pursuant to any federal or state insolvency law, (d) makes a general assignment for the benefit of its creditors, or (e) applies for, consents to, or suffers the appointment of a receiver or trustee for any part of its property or assets;

17.2

it fails to pay any undisputed amount due under this Agreement, and such non-payment continues for ten (10) days after the non-paying Party’s receipt of written notice from the other Party that payment is past due; or

17.3

it is in breach of any of its material representations, material warranties, material covenants, or material obligations under this Agreement, and such breach is not cured (at the defaulting Party’s sole cost and expense) within thirty (30) days after the defaulting Party’s receipt of written notice from the non-defaulting Party as to such breach or conduct.

18. REMEDIES FOR DEFAULT. In the event of an uncured Event of Default as provided above, the non-defaulting Party may in its sole discretion:

18.1

immediately suspend performance under this Agreement until such breach is cured;

18.2

terminate this Agreement by providing written notice of termination to the defaulting Party during the continuation of such Event of Default; and

18.3

seek whatever other remedies are available to it under Applicable Law, at law or in equity, for damages, specific performance or injunctive relief, including reasonable attorneys’ fees and costs from the defaulting Party. Nothing in this Agreement shall limit or constitute a waiver by the non-defaulting Party of any other rights or remedies available to it under Applicable Law, at law or in equity, all of which are hereby expressly reserved.

18.4

Upon any termination of this Agreement for an Event of Default, neither Party shall have any prospective obligations under this Agreement except as otherwise specifically set forth herein and provided that nothing herein shall relieve any Party from any obligations (including any obligations for breach of contract, payment, indemnity and defense) incurred or accrued prior to such termination, which shall survive in accordance with the survival provisions of this Agreement.

19. BINDING ARBITRATION

19.1

Any dispute, controversy or claim arising out of or relating in any way to this Agreement, including without limitation any dispute concerning the charges, invoices, tickets, receipt and/or delivery locations, or the construction, validity, interpretation, enforceability or breach of Agreement shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made more than two (2) years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

19.2

This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.

19.3

The arbitration shall be conducted by one (1) arbitrator to be selected by Shipper. Either Party may initiate arbitration by serving notice upon the other Party.

19.4

The arbitration shall be conducted in accordance with the then-existing Commercial Rules of the American Arbitration Association and shall be held and conducted in or near Dallas, Texas.

19.5

Except as may be required by law, neither Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other Party.

19.6

The arbitrator shall have no authority to award punitive, consequential, special, incidental or indirect damages. The arbitrator shall not be entitled to issue injunctive or other equitable relief. The arbitrator shall award interest from the time of the breach to the time of award at the rate equal to the prime rate of interest published in the most recent edition of The Wall Street Journal at the time of any award plus two percent (2%).

19.7

The cost of the arbitration proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne equally by the Parties. The cost of any proceeding in court to confirm or to vacate any arbitration award shall be borne the Party initiating such action. Each Party shall pay its proportionate share of arbitrator fees and expenses. Each Party shall be responsible and liable for its own attorneys' fees, expenses, experts and related costs.

19.8

It is specifically understood and agreed that any Party may enforce any award rendered pursuant to the arbitration provisions hereof by bringing suit in a court of competent jurisdiction situated in Dallas County, Texas. The Parties hereby consent, agree and waive all objections that venue for any FILED dispute hereunder shall be in a court of competent jurisdiction located in Dallas County, Texas.

20. MISCELLANEOUS.

20.1

Time of the Essence. Time is of the essence with respect to each Party's performance of obligations contemplated herein.

20.2

Relationship. In the performance of this Agreement, Operator shall not be under Shipper’s direction or control as to the persons engaged by Operator to assist in said performance, or as to the means and methods employed by Operator in accomplishing said performance. All employees, agents or other representatives engaged by Operator in connection with the performance of this Agreement will be of Operator’s own selection, for Operator’s own account and at Operator’s own expense. The terms of the employee and contractor relationships of Operator, including compensation, hours, and/or wages shall be under Operator's exclusive control and direction at all times. The Parties for all purposes shall be considered independent contractors and fully and exclusively liable for the payment of any and all taxes now or hereafter imposed by any governmental authority which are measured by wages, salaries, commissions or otherwise paid to persons in its employ. No Party to this Agreement shall be deemed, for any purpose, to have formed a joint venture, partnership, or any relationship other than that of independent contractors.

20.3

Taxes. Shipper shall pay or cause to be paid all taxes, licenses, fees, charges and sums due of any nature whatsoever imposed by any federal, state or local government on Product owned by it, including those imposed on Shipper's storage, transfer or movement of Product as covered by this Agreement. If Operator is required to pay such items, Shipper covenants and agrees to indemnify and reimburse Operator by written invoice pursuant to section 9 hereof.

20.4

Assignment. Each Party covenants and agrees that it shall not assign this Agreement in whole or in part, without prior written consent of the other Party hereto, which shall not be unreasonably denied or delayed. Any assignment, transfer, mortgage or sublease of this Agreement, without the prior written consent of the other Party, shall be null, void and of no effect. Notwithstanding the foregoing, Operator is hereby permitted to subcontract all or a portion of the Services to third parties during the Term without the prior written consent of Shipper.

20.5

Encumbrances. Operator covenants and agrees to immediately discharge, indemnify and hold harmless Shipper from and against any third party lien or encumbrance upon Shipper's property resulting from or attributable to actions and/or omissions by Operator Group.

20.6

Entire Agreement. This Agreement, constitutes the entire and complete agreement of the Parties with respect to the subject matter contemplated herein. No amendments or modifications of any of the terms or provisions of this Agreement shall be binding on the other Party unless in writing and signed by both Parties.

20.7

Counterparts. This Agreement, and any amendments and modifications hereto, may be executed and delivered in multiple counterparts, including multiple signature pages, each of which shall be deemed an original. For purposes of this Agreement, "writing" includes electronic, facsimile and postal communication.

20.8

Waiver. No waiver by any Party of any one or more defaults of the other Party in the performance of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different character.

20.9

Severability. Any provision declared or rendered unlawful by a court or governmental agency of competent jurisdiction, or deemed unlawful as a result of a statutory change, shall not otherwise affect the remaining lawful obligations that arise under this Agreement.

20.10

Currency. All sums, amounts, payments and monies due, payable, or contemplated hereunder shall be made and tendered in the lawful currency of the United States of America.

20.11

Law. This Agreement shall be governed by, construed and performed pursuant to the laws of the State of Texas, without regard to its rules and principles regarding conflicts of law.

IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the Effective Date.

OPERATOR:

WHITE CLAW COLORADO CITY, LLC, a Texas limited liability company

By: Jorgan Development, LLC, a Louisiana limited liability company, its Manager

By: /s/ James Ballengee

Name: James Ballengee

Title: Manager

SHIPPER:

WHITE CLAW CRUDE, LLC, a Texas limited liability company

By: /s/ Mary Kilpatrick

Name: Mary Kilpatrick

Title: Manager

EXHIBIT "A"

INSURANCE REQUIREMENTS

Operator shall obtain and maintain in full force and effect during the Term of this Agreement and require its contractors and subcontractors to maintain, as applicable, insurance coverages of the following types and amounts and with insurance companies rated not less than A–, IX by A.M. Best, and to furnish to Shipper certificates of insurance evidencing the same upon request:

(a)

Worker’s Compensation or equivalent insurance in compliance with any and all applicable laws, and Employer’s Liability insurance with limits not less than $1,000,000.00 Bodily Injury by Accident—each Accident, $1,000,000.00 Bodily Injury by Disease—Policy Limit, and $1,000,000.00 Bodily Injury by Disease—Each Employee;

(b)

Commercial General Liability Insurance on an occurrence form with a combined single limit of not less than $1,000,000.00 for each occurrence, and annual aggregates of not less than $2,000,000.00 for bodily injury and property damage, including coverage for blanket contractual liability, broad form property damage, personal injury liability, independent contractors, products/completed operations, and sudden and accidental pollution, with no exclusions for explosion, collapse, and underground coverage, and which shall be primary to Operator's insurance; and

(c)

Excess or Umbrella Liability Insurance with a combined single limit of $5,000,000.00 for each occurrence, and annual aggregates of $5,000,000.00, for bodily injury and property damage covering excess of the required employer’s liability insurance, commercial general liability insurance, automobile liability insurance, and sudden and accidental pollution legal liability covering injury to persons or damage to property resulting from any release, flow, leak or discharge of Product into the ambient air, surface water, groundwater, land surface or subsurface strata including coverage for clean-up and remediation expenses that is not subject to sub-limits.

To the extent of Operator’s indemnification obligation of Shipper herein: (a) Operator’s coverages listed above are to be primary insurance to any coverages Shipper carries for its own account; (b) the above-listed coverages, with the exception of Workers’ Compensation, shall be endorsed to name Shipper as an additional insured; and (c) Operator’s insurance policies shall provide a waiver of subrogation in favor of Shipper. The limits of liability shown for each type of insurance coverage to be provided shall not be deemed to constitute a limitation of Operator’s liability for claims hereunder. The insurance companies shall have no recourse against Shipper, its Affiliates, or subsidiary companies for payment of any premiums or for assessments under any mutual form of policy. Upon request by Shipper, Operator shall provide a certificate of insurance or other form reasonably acceptable to Shipper evidencing that these coverages are in place and provide Shipper thirty (30) days advance notice of cancellation of the above-listed coverages. Neither review nor failure to review such evidence of coverages shall constitute approval thereof or be deemed to waive or diminish Shipper’s rights under this Agreement. Any and all deductibles in the above described insurance policies of Operator shall be assumed by, be for the account of, and at the sole risk of the Operator.

EXHIBIT 10.9

CRUDE PETROLEUM SUPPLY AGREEMENT

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".

WHEREAS, White Claw and SFD desire to execute and enter into this Agreement in order for White Claw to supply volumes of Crude Petroleum, as defined below, to SFD on the terms and provisions set forth herein;

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, White Claw and SFD hereby agree as follows:

DEFINITIONS.

As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Tariff and the Conoco GTCs, as defined below.

"Agreement" has the meaning set forth in the Recitals.

"Amendments" has the meaning set forth in Section 7(a).

"Barrel(s)" means forty-two (42) U.S. gallons.

"Central Clock Time" means Central Standard time, as adjusted for Central Daylight time.

"Claims" has the meaning set forth in Section 5(a).

"Conoco GTCs" has the meaning set forth in Section 7(a).

"Crude Petroleum" means merchantable crude oil, condensate, natural gas liquids, and constituent liquid hydrocarbons acceptable to Buyer, which may be blended by White Claw from time to time in White Claw's reasonable discretion.

"Defaulting Party" has the meaning set forth in Section 7(e).

"Effective Date" has the meaning set forth in the Recitals.

"Event of Default" has the meaning set forth in Section 7(e).

"General Provisions" has the meaning set forth in Section 7(a).

"Loss Allowance" means any normal handling losses in excess of one quarter of one percent (0.25%) of all Crude Petroleum received into the Terminal, the basis being the difference between truck receipt meter tickets NSV figures and Terminal meter ticket NSV figures.

"Nomination" has the meaning set forth in Section 3(d).

"Off-Spec Crude Petroleum" means substances delivered by White Claw which are not Crude Petroleum.

"Party" or "Parties" has the meaning set forth in the Recitals.

"Seller Cost " has the meaning set forth in Section 3(a).

"SFD" has the meaning set forth in the Recitals.

"SFD Group" has the meaning set forth in Section 5(a).

"Terminal" means that certain crude oil and liquid hydrocarbon receipt, storage, blending, throughput, and delivery terminal, including all equipment, tanks, meters, valves, and other property incident to the operation thereof, located on all that certain tract of land containing 9.39 acres, more or less, being more particularly described in that certain Cash Deed dated October 5, 2018, from Paul Allen Wells et ux, recorded as Document No. 0379405, Official Records of Richland Parish, Louisiana, with a street address of 489 Highway 609, Delhi, Richland Parish, Louisiana 71232.

"Term" has the meaning set forth in Section 2.

"White Claw Group" has the meaning set forth in Section 5(a).

"White Claw" has the meaning set forth in the Recitals.

TERM

This Agreement shall be effective and binding on the Parties beginning on the Effective Date until 11:59 p.m. Dallas, Texas time on December 31, 2031 (the “Term”).

SALE OF NATURAL GAS LIQUIDS

(a) White Claw Sells to SFD. The Parties agree to buy, sell, deliver and receive the hereinafter described merchantable Crude Petroleum upon the following terms and provisions:

BUYER:

SFD.

SELLER:

White Claw.

QUANTITY:

Greater than or equal to 1,000 Barrels per day.

QUALITY:

Crude Petroleum.

PRICE:

(1) White Claw's cost, including (A) the cost of purchasing Crude Petroleum, (B) the cost of direct or third-party logistics services and transportation necessary or incidental to delivering Crude Petroleum to the Terminal, (C) the cost of working capital necessary or incidental to purchasing Crude Petroleum, including fees and interest for cash and letters of credit, and (D) the net value of all commodity derivative contracts up to a notional quantity equal to the Quantity set forth above (the "Seller Cost"), plus (2) the positive difference, if any, of (A) the sale price of natural gas liquids to third party purchaser from SFD, less (B) the Seller Cost plus five dollars ($5).

DELIVERY POINT:

Inlet flange of the receipt meter at the Terminal.

MEASUREMENT:

Measurement shall be based on the Terminal's receipt meters.

TITLE AND RISK

OF LOSS:

Delivery, title and risk of loss shall pass to Buyer from Seller at the Delivery Point.

(b) Blending. White Claw shall be permitted to blend in the Terminal's tanks and facilities free of any additional charge to a quality specification acceptable to SFD. White Claw shall bear all risk and cost of delivering Crude Petroleum to the Terminal in volume average weighted quantities and qualities acceptable to SFD.

(c) Loss Allowance. White Claw shall be responsible for the Loss Allowance related to the quantities sold under Section 3(a) and SFD shall be responsible to White Claw for any loss of Crude Petroleum in excess thereof.

(d) Nominations. White Claw shall provide a good faith estimate of the quantity of Crude Petroleum to be delivered to SFD pursuant to Section 3(a) during any delivery month (each, a “Nomination”) no later than 12:00 p.m. (noon) Central Clock Time on the 15th day of the month prior to such delivery month. White Claw shall use commercially reasonable efforts to deliver the quantity of Crude Petroleum specified in any Nomination on a ratable basis over the delivery month and shall promptly notify SFD of any material changes to such Nomination.

CONFIDENTIALITY

Neither Party will disclose, directly or indirectly, without the prior written consent of the other Party, the existence of this Agreement or the terms hereof, any transactions contemplated hereunder, or any non-public information in, or obtained in association with, this Agreement or the terms of any transaction to a third party (other than its Affiliates or their respective employees, officers, directors, partners, members, equityholders, agents, contractors or representatives), provided, the foregoing shall not apply to (i) disclosures compelled by law, order, regulation or securities exchange rule (including disclosures necessary to obtain any necessary authorizations or to otherwise comply with any applicable regulatory or securities exchange requirements); (ii) disclosures made as part of any required filing with a governmental body; or (iii) to the extent necessary for a Party to enforce its rights hereunder against the other Party. In the event that disclosure is required pursuant to (i) or (ii), above, the Party subject to such requirement may disclose information about this Agreement and the terms of transactions hereunder to the extent so required, but will promptly notify the other Party, prior to disclosure, and will cooperate (consistent with the disclosing Party’s legal obligations and at no cost to the receiving Party) with the other Party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other Party. The covenants and obligations of the Parties contained in this Section 4 shall survive the termination of this Agreement for a period of two (2) calendar years

INDEMNIFICATION AND LIMITATION OF LIABILITY

(a) SFD shall indemnify, defend and hold harmless White Claw and its Affiliates, and its and their employees, officers, directors, partners, members, equityholders, agents, contractors and representatives (collectively, "White Claw Group") from and against any and all claims, demands, causes of action, judgments, damages, suits, fines, fees, penalties, costs, losses, or expenses of any kind or character, including attorneys' fees and costs of defense (collectively, "Claims") relating to or arising out of (i) the NEGLIGENCE, gross negligence or willful misconduct of SFD, its Affiliates, or its and their employees, officers, directors, partners, members, equityholders, agents, contractors and representatives (collectively, "SFD Group") in the performance of its obligations under this Agreement, or (ii) the material breach of this Agreement by SFD, including, without limitation, the delivery of Off-spec Crude Petroleum by escondido.

(b) White Claw shall indemnify, defend and hold harmless SFD Group from and against any and all Claims relating to or arising out of (i) the NEGLIGENCE, gross negligence or willful misconduct of White Claw Group in the performance of its obligations under this Agreement, or (ii) the material breach of this Agreement by White Claw, including, without limitation, the delivery of Off-spec Crude Petroleum by white claw.

(c) NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE PURSUANT TO THIS AGREEMENT, WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, exemplary, PUNITIVE, or indirect DAMAGES or LOSSES, including, without limitation, loss of profits, WITHOUT REGARD TO THE CAUSE(S) RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY PARTY, WHETHER IT BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE; PROVIDED, HOWEVER, THAT ANY SUCH DAMAGES OR LOSSES ACTUALLY PAID TO A THIRD PERSON (INCLUDING A GOVERNMENTAL AUTHORITY, BUT EXCLUDING ANY MEMBER OF WHITE CLAW GROUP OR ANY MEMBER OF ESCONDIDO GROUP) BY A PARTY SHALL BE INCLUDED IN THE LOSSES RECOVERABLE BY SUCH PARTY ENTITLED TO INDEMNIFICATION HEREUNDER.

REMEDIES

Without abrogating or otherwise limiting the rights of the Parties contained elsewhere in this Agreement, and in addition to the terms and provisions of Section H of the Conoco GTCs, as amended by this Agreement, in an Event of Default, as defined below, the non-Defaulting Party shall be entitled to (i) terminate this Agreement by providing written notice to the Defaulting Party, (ii) exercise any remedy available to it under this Agreement, and/or (iii) exercise any remedy available to it at law or in equity, including injunctive relief.

GENERAL TERMS & CONDITIONS

(a) Subject to the amendments and modifications set forth below and elsewhere in this Agreement, the Conoco General Provisions—Domestic Crude Oil Agreements dated effective January 1, 1993 (the “General Provisions”) and the August 1, 2009 ConocoPhillips Amendments for Domestic Crude Oil Agreements (the “Amendments”, and collectively with the General Provisions, the "Conoco GTCs"), are hereby incorporated by reference and made a part hereof for all purposes. In the event of a conflict between this typewritten Agreement and the Conoco GTCs, the terms and provisions of this Agreement shall govern and control.

(b) Section D of the Conoco GTCs is deleted in its entirety.

"Payment. All amounts due and payable hereunder shall be tendered by one Party to the other Party, as the case may be, in immediately available funds by the twentieth (20th) day of the month following the month of delivery of the Crude Petroleum, provided, however, that if such day falls on a Saturday, Sunday or federal banking holiday, then payment shall be due on the last preceding regular business day. If any amounts payable under this Agreement are undisputed and not paid by the due date specified herein, the Party shall pay interest on such past due amount(s) from the due date thereof until such sums are paid in full at the rate equal to the lesser of (a) the prime rate of interest as published in the current edition of The Wall Street Journal plus five percent (5%) or (b) the maximum interest rate permitted by applicable law."

(d) The first paragraph of Section G of the Conoco GTCs is deleted in its entirety.

(e) The second paragraph of Section G of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Events of Default. The occurrence of any of the following events shall constitute an 'Event of Default' with respect to a Party (a 'Defaulting Party'):

(i)

Any failure to pay money owed hereunder that remains uncured on the tenth (10th) Business Day after receipt of written notice of such failure.

(ii)

A Party (i) becomes insolvent or is unable to meet its financial obligations as they come due, (ii) files a voluntary petition, or shall have an involuntary petition filed against it, that is not dismissed within sixty (60) days, in bankruptcy, reorganization, insolvency, receivership or other similar proceeding, (iii) files an answer admitting any material allegation of insolvency in any petition filed pursuant to any federal or state insolvency law, (iv) makes a general assignment for the benefit of its creditors, or (v) applies for, consents to, or suffers the appointment of a receiver or trustee for any part of its property or assets.

(iii)

A Party breaches a material representation, warranty or covenant hereunder, and such breach is not cured (at the defaulting Party’s sole cost and expense) within thirty (30) days after the defaulting Party’s receipt of written notice from the non-defaulting Party as to such breach or conduct."

(f) Section H of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Right to Liquidate. At any time after the occurrence of an Event of Default, the other Party to this Agreement (the 'Liquidating Party') shall have the right, at its sole discretion, to liquidate this Agreement by terminating this Agreement in accordance with this Section H. Upon any termination of this Agreement, neither Party shall have any prospective obligations under this Agreement except as otherwise specifically set forth herein and provided that nothing herein shall relieve any Party from any obligations (including any obligations for breach of contract, payment, indemnity and defense) incurred or accrued prior to such termination, which shall survive in accordance with the survival provisions of this Agreement."

(g) Section K of the Conoco GTCs is deleted in its entirety.

(h) Section O of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Waiver. No waiver of any right under this Agreement shall be effective unless evidenced in writing and executed by the party from whom the waiver is sought. The failure of a Party to seek redress for breach of or to insist upon the strict performance of any covenant or condition of this Agreement shall not abrogate or diminish in any way the rights and remedies of a Party hereunder."

(i) Section M of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Governing Law. This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Texas without regard to its rules or principles regarding conflicts of law. The Parties hereto stipulate and agree, and waive any claim or objection to the contrary, that any dispute, controversy or claim arising out of or relating in any way to this Agreement, including without limitation any dispute concerning the charges, invoices, tickets, sales of Crude Petroleum, receipts and/or deliveries locations, or the construction, validity, interpretation, enforceability or breach of Agreement, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made more than two (2) years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.

"This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration.

"The arbitration shall be conducted by one (1) arbitrator to be selected by White Claw. Either Party may initiate arbitration by serving notice upon the other Party.

"The arbitration shall be conducted in accordance with the then-existing Commercial Rules of the American Arbitration Association and shall be held and conducted in or near Dallas, Texas.

"Except as may be required by law, neither Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other Party.

"The arbitrator shall have no authority to award punitive, consequential, special, incidental, or indirect damages. The arbitrator shall not be entitled to issue injunctive or other equitable relief. The arbitrator shall award interest from the time of the breach to the time of award at the rate equal to the prime rate of interest published in the most recent edition of The Wall Street Journal at the time of any award plus two percent (2%).

"The cost of the arbitration proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs), shall be borne equally by the Parties. The cost of any proceeding in court to confirm or to vacate any arbitration award shall be borne the Party initiating such action. Each Party shall pay its proportionate share of arbitrator fees and expenses. Each Party shall be responsible and liable for its own attorneys' fees, expenses, experts and related costs.

"It is specifically understood and agreed that any Party may enforce any award rendered pursuant to the arbitration provisions hereof by bringing suit in a court of competent jurisdiction situated in Dallas County, Texas. THE PARTIES HEREBY CONSENT, AGREE AND WAIVE ALL OBJECTIONS THAT VENUE FOR ANY FILED DISPUTE HEREUNDER SHALL BE IN A COURT OF COMPETENT JURISDICTION LOCATED IN DALLAS COUNTY, TEXAS."

(j) Section P of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Assignment; Third-Party Beneficiaries. Neither Party may assign or transfer its interest in this Agreement, in whole or in part, without the written consent of the other Party hereto, which shall not be unreasonably denied or delayed."

(k) Section Q of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

"Entire Agreement; Amendment. This Agreement, together with the Conoco GTCs, as amended and modified herein, constitutes the entire agreement of the Parties with respect to the matters contemplated hereby and thereby, and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect thereto. This Agreement may not be amended or modified in any respect unless signed in writing by the Parties hereto."

MISCELLANEOUS

(a) Notices. All notices, requests or consents provided for or permitted to be given under this Agreement will be in writing and will be given either by United States mail, postage paid and certified with return receipt requested, or by depositing such writing with a reputable overnight courier for next day delivery, or by delivering such writing to the recipient in person, by courier, by facsimile transmission, or by email transmission. A notice request or consent given under this Agreement will be effective upon receipt by the Party to receive it. All notices, requests and consents to be sent to a Party will be sent to or made using the contact information set forth below:

To White Claw:

White Claw Crude, LLC

Attn: James Ballengee

5151 Belt Line Rd., Ste. 715

Dallas, Texas 75254

Telephone: (318) 469-3084

Email: jballengee@whiteclawcrude.com

With a Copy to:

Jackson Walker LLP

Attn: Pat Knapp

2323 Ross Ave., Ste. 600

Dallas, Texas 75201

Telephone: (214) 953-5963

Email: pknapp@jw.com

To SFD:

Silver Fuels Delhi, LLC

5151 Belt Line Rd., Ste. 715

Dallas, Texas 75254

(b) Further Assurances. Each Party shall execute and deliver any such additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

(c) Severability. Save and except for the sale transactions contemplated by Section 3(a), if any other provision of this Agreement is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision shall be enforced to the greatest extent permitted by law.

(d) Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, including electronic and PDF copies. All counterparts will be construed together and constitute one and the same agreement.

(e) Survival. The covenants and obligations of the Parties contained in Sections 4, 5, 6, 7, and 8 shall survive the termination of this Agreement.

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, the authorized representatives of the Parties hereby execute and enter into this Agreement as of the Effective Date.

WHITE CLAW:

WHITE CLAW CRUDE, LLC

By: /s/ Mary Kilpatrick

Name: Mary Kilpatrick

Title: Manager

Date: January 5,2021

SFD:

SILVER FUELS DELHI, LLC

By: Jorgan Development, LLC, its Manager

By: /s/ James Ballengee

Name: James Ballengee

Title: Manager

Date: January 5, 2021

EXHIBIT 10.10

FORM OF

FIRST AMENDMENT TO CRUDE PETROLEUM SUPPLY AGREEMENT

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").

WHEREAS, the Parties desire to amend the Agreement in part as set forth herein;

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements set forth below, the Parties hereby agree as follows:

AMENDMENT

(a)

The "Quantity" term of Section 3(a) of the Agreement is hereby amended, modified and replaced in its entirety as follows:

"QUANTITY: "Greater than or equal to 1,000 Sourced Barrels per day, which may be delivered in either White Claw Barrels or Third Party Barrels. If the average Sourced Barrels delivered per month is less than 1,000 Sourced Barrels per day, then White Claw will pay SFD $5.00 per barrel of the deficient quantity multiplied by the number of days in the respective month."

(b)

The "Price" term of Section 3(a) of the Agreement is hereby amended, modified and replaced in its entirety as follows:

"PRICE: "The price of White Claw Barrels shall be calculated as:

"(1) White Claw's cost, including:

(A) the purchase price paid to third parties for Crude Petroleum;

(B) the cost of direct and third-party logistics services and transportation necessary or incidental to delivering Crude Petroleum to the Terminal; and

(C) the cost of fees and interest for cash and letters of credit necessary or incidental to purchasing Crude Petroleum (collectively with A and B, the 'Seller Cost').”

"The price of Third Party Barrels to be remitted to third parties, and not to White Claw, shall be calculated as:

(A)

the Third Party Cost."

(c)

The following new capitalized terms are hereby added and appended to Section 1 of the Agreement as follows:

"3P Margin" has the meaning set forth in the Section 3(a) 'Profit and Loss Sharing' provision.

"Seller Cost" has the meaning set forth in the Section 3(a) 'Price' provision.

"SFD Margin" has the meaning set forth in the Section 3(a) 'Profit and Loss Sharing' provision.

"Sourced Barrels" means White Claw Barrels and Third Party Barrels.

"Third Party Barrels" means Barrels delivered to SFD as a result of Transactions.

“Third Party Barrels Third Party Sales Price” has the meaning set forth in the Section 3(a) 'Profit and Loss Sharing' provision.

"Third Party Cost" means the cost of purchasing Third Party Barrels pursuant to the terms and provisions of a Trade Contract and/or Transaction between a Transaction Party and SFD.

"Trade Contracts" means one or more written contracts or agreements for the physical purchase, sale or exchange of Crude Petroleum by and between SFD and third parties sourced by White Claw.

"Transaction(s)" means each such physical purchase, sale, exchange and delivery of Crude Petroleum from time to time pursuant to a Trade Contract sourced by White Claw.

"Transaction Party" has the meaning set forth in Section 3(e).

"White Claw Barrels" means Barrels of Crude Petroleum sold by White Claw to SFD hereunder.

“White Claw Barrels Third Party Sales Price” has the meaning set forth in Section 3(a) 'Profit and Loss Sharing' provision.

(d)

The following new terms are hereby added and appended to Section 3(a) of the Agreement as follows:

"PROFIT & LOSS SHARING: "In the event that the price at which SFD sells White Claw Barrels to third parties (the 'White Claw Barrels Third Party Sales Price') minus the Seller Cost (the 'SFD Margin') is positive, but less than $5.00 per barrel, White Claw will pay SFD $5.00 minus the SFD Margin, which amount shall be multiplied by the number of barrels associated with the sale.

"In the event the SFD Margin is positive, but greater than $5.00 per barrel, SFD will pay White Claw a profit sharing payment in the amount equal to 10% of the SFD Margin minus $5.00 per barrel, which amount shall be multiplied by the number of barrels associated with the sale.

"In the event the SFD Margin is negative, White Claw will pay SFD the sum of the SFD Margin plus $5.00, which amount shall be multiplied by the number of barrels associated with the sale.. For purposes of the foregoing calculation, the SFD Margin shall be treated as a positive number.

"In the event that the price at which SFD sells Third Party Barrels to third parties (the Third Party Barrels Third Party Sales Price’) minus the Third Party Cost (the '3P Margin') is positive, but less than $5.00 per barrel, White Claw will pay SFD $5.00 minus the 3P Margin, which amount shall be multiplied by the number of barrels associated with the sale.

"In the event the 3P Margin is positive, but greater than $5.00 per barrel, SFD will pay White Claw a profit sharing payment in the amount equal to 10% of the 3P Margin minus $5.00 per barrel, which amount shall be multiplied by the number of barrels associated with the sale.

"In the event the 3P Margin is negative, White Claw will pay SFD the sum of the 3P Margin plus $5.00, which amount shall be multiplied by the number of barrels associated with the sale. For purposes of the foregoing calculation, the 3P Margin shall be treated as a positive number."

(e)

The following new Section 3(e) is hereby added and appended to the Agreement as follows:

"(e) Third Party Barrels, Non-Circumvention, and Anti-Washout Provisions. During the Term of this Agreement, White Claw may consult with SFD and may submit names, contact information, and arrange for SFD's introduction to third party sellers and purchasers of Crude Petroleum (each,introduced party, a 'Transaction Party') for the purposes of facilitating SFD entering into and performing one or more Trade Contracts and/or Transactions with such Transaction Party. White Claw shall determine, from time to time and in its sole and absolute discretion, whether to facilitate the entering into of one or more Trade Contracts and/or Transactions between the Transaction Party and SFD. SFD shall provide White Claw with copies of all Trade Contracts and sufficient records of all Transactions contemplated by this Agreement; provided, however, that all such records, documents and related information shall remain confidential pursuant to this Section 4 of this Agreement. This Agreement, and the monies due and payable to White Claw by SFD, shall apply to each and every extension, renewal, or modification of each and every Trade Contract and/or Transaction subject to this Agreement, and to any new Trade Contract or Transaction with a Transaction Party executed, entered into, and/or performed during the Term of this Agreement. During the Term, SFD acknowledges and agrees that it shall not, directly or indirectly, engage in any action the effect of which would be to avoid, reduce, or circumvent White Claw with regard to any material economic benefit due under this Agreement as a result of a Trade Contract, Transaction, or Transaction Party, or any and all opportunities and business relationships contemplated under this Section 3(e). During the Term of this Agreement, SFD agrees not to independently solicit any Transaction Party for any Transaction(s) or Trade Contract(s) without White Claw's advance knowledge and written consent, which may be withheld or denied in White Claw's sole discretion. SFD acknowledges and agrees that the facilitation of Trade Contracts and/or Transactions, and all such opportunities and potential business relationships arising out of or relating thereto, are valuable assets of White Claw, and are being provided in exchange for valuable consideration."

(f)

The following new Section 7(l) is hereby added and appended to the Agreement as follows:

"(l) The definition of 'Invoice' in Section R of the Conoco GTCs is hereby amended, modified and replaced in its entirety to read as follows:

" 'Invoice' means a statement setting forth at least the following information: the date(s) of delivery under the transaction; the location(s) of delivery; the volume(s); price(s), including a line-item detail of the calculations set forth in Section 3(a) of the Agreement; the specific gravity and gravity adjustments to the price(s) (where applicable); and the term(s) of payment."

MISCELLANEOUS

(a)

Ratification. Except as provided and amended herein, the Agreement is otherwise ratified, adopted and confirmed in its entirety by the Parties.

(b)

Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties regarding the subject matter contemplated herein and supersedes and replaces any prior and contemporaneous communications, understandings and agreements between the Parties related to such subject matter, whether written or verbal, express or implied.

(c)

Counterparts. This Amendment may be executed in one or more counterparts, including multiple signature pages, each of which shall be deemed to be an original, all of which together shall constitute one and the same instrument.

[Signature page(s) to follow.]

[The remainder of this page is intentionally blank.]

IN WITNESS WHEREOF, this Amendment is executed and entered into by the authorized representatives of the Parties to be effective as of the Amendment Date.

SFD:

SILVER FUELS DELHI, LLC, a Louisiana limited liability company

By: ______________________________

Name: ___________________________

Title: ____________________________

Date: _____________________________

WHITE CLAW:

WHITE CLAW CRUDE, LLC, a Texas limited liability company

By: JORGAN DEVELOPMENT, LLC, a Louisiana limited liability company, its Manager

By: ______________________________

Name: James Ballengee

Title: Manager

Date: ____________________________

EXHIBIT 99.1

Vivakor Signs Definitive Agreement to Acquire Companies with Assets Located in

Two Major U.S. Oil Basins with Long-Term Contracts in Place

Generated $33 Million Revenue and Positive Operating Cash Flow in 2021

Complementary to Company’s Existing Waste Remediation Activities and Provides Infrastructure for Continued Growth

Irvine, CA – Accesswire – June 16, 2022 - Vivakor, Inc. (Nasdaq: VIVK) (“Vivakor” or the “Company”), a socially responsible operator, acquirer and developer of clean energy technologies and environmental solutions, today announced that it has signed a definitive agreement to acquire Silver Fuels Delhi, LLC (operating in Louisiana) (“SF Delhi”) and White Claw Colorado City, LLC (operating in Texas) (“WCCO”). If consummated, the acquisitions will enable Vivakor to enter a synergistic segment of the energy industry with the combination of a crude oil gathering, storage, and transportation facility, which feature long-term ten year take or pay contracts. In 2021, SF Delhi generated $33 million in revenue and positive operating cash flow.

The acquisition is structured as a Membership Interest Purchase Agreement (“MIPA”) with the owners of SF Delhi and WCCO, Jorgan Development, LLC (“Jorgan”) and JBAH, LLC (“JBAH”), to sell 100% of the membership interests of SF Delhi and WCCO to Vivakor for total consideration of approximately $37.4 million, subject to post-closing adjustments. The consideration to be paid by Vivakor under the MIPA consists of shares of Vivakor common stock in an amount equal to 19.99% of the total amount of issued and outstanding shares of Vivakor common stock immediately prior to closing, Vivakor promissory notes, and Vivakor’s assumption of certain liabilities. The acquisitions are anticipated to be completed within thirty days, subject to customary closing conditions.

SF Delhi owns and operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana. For a period of 10 years, SF Delhi is, under existing crude oil supply agreements with White Claw Crude, LLC, guaranteed a minimum gross margin under a take or pay contract. At present, SF Delhi is gathering approximately 1,400 to 1,700 barrels of crude oil on a daily basis.

WCCO owns a 120,000 barrel oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas. The storage tank is presently connected to the Lotus pipeline system and Vivakor intends to further connect the tank to the Medallion and Wolf pipeline system if the acquisition is successfully completed. Under the terms of an already existing agreement, White Claw Crude, LLC has agreed to lease the oil storage tank for a period of 10 years. As with SF Delhi, WCCO would provide Vivakor with the infrastructure to blend and sell oil which has been recovered via Vivakor’s RPC machine from tank bottom sludge and contaminated soil which exists in the Permian Basin.

Matt Nicosia, CEO and Chairman of Vivakor, stated, “The potential acquisitions of SF Delhi and WCCO provide a monumental opportunity for Vivakor. If we are able to close these acquisitions, we would add significant revenue and Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) while putting in place the necessary infrastructure to continue to grow our historical business of cleaning areas contaminated by hydrocarbons. When we have additional RPC machines manufactured and available, we would anticipate placing a RPC at each location and believe the synergies provided will result in Vivakor increasing revenue and earnings at such locations. Additionally, James Ballengee, the principal of Jorgan and JBAH, has previously built and sold several sizable companies which operated in the oil industry, including Bridger Logistics, which was sold to Ferrellgas Partners, L.P. for approximately $840 million. We anticipate welcoming James to the Vivakor team, as he utilizes his decades of energy industry experience to help drive our business development efforts moving forward.”

James Ballengee, added, “Upon meeting with the Vivakor team, I instantly realized the synergy that could be accomplished by combining SF Delhi and WCCO with Vivakor and its patented RPC machine technology. The signing of the MIPA is the first step in this process. There is a need to clean up waste oil and improve the environment that only technology can achieve, and I believe this represents a huge opportunity for both parties.”

Additional information regarding this transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission on or before June 22, 2022.

Advisors

EF Hutton, division of Benchmark Investments, LLC is serving as financial advisor and Lucosky Brookman LLP is serving as legal advisor to Vivakor.

About Vivakor, Inc.

Vivakor, Inc. (NASDAQ: VIVK), is a clean energy technology company focused in the area of oil remediation and natural resources. Vivakor’s corporate mission is to create, acquire and accumulate distinct assets, intellectual properties, and exceptional technologies that produce solid returns to its valued shareholders and partners. The company currently focuses on its patented Remediation Processing Centers that allows for the environmentally friendly recovery of bitumen (heavy crude) and other hydrocarbons from the remediation of contaminated soils. It is believed to be the only remediation system that can clean soils with more than 5% by weight oil contamination while fully recovering the oil and leaving the soil fully viable for reuse. It is currently focused on extraction from shallow, oil-laden sands in Eastern Utah, along with generating petroleum-based remediation projects in Kuwait and in Houston, Texas.

For more information, please visit our website: http://vivakor.com

Forward-Looking Statements

This news release may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including economic slowdown affecting companies, our ability to successfully develop products, rapid change in our markets, changes in demand for our future products, legislative, regulatory and competitive developments and general economic conditions. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in Vivakor’s filings with the Securities and Exchange Commission, which factors may be incorporated herein by reference. Forward-looking statements may be identified but not limited by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” or “continue” and variations or similar expressions. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Investors Contact:
p949-281-2606
info@vivakor.com

ClearThink
nyc@clearthink.capital