| Item 1.01 | Entry into a Material Definitive Agreement. |
Lease Agreement
On March 9, 2022, Vivakor, Inc. (the “Company”
or “Tenant”), entered into a lease agreement (the “Lease Agreement”), with Tar Sands Holdings II, LLC, a Utah
limited liability company (the “Landlord”). The Company will lease from the Landlord the land on which the Company owns a
plant, certain existing fixtures, equipment and facilities (the “Premises”) for the Company to develop a 1,000-barrel per
day (or equivalent tonnage of asphalt cement) refinery and plant on the Premises (collectively, the “Tenant Improvements”)
to process oil sands and other hydrocarbons and to sell finished hydrocarbon products as well as the byproduct from such processing. Pursuant
to the Lease Agreement, the Landlord allows the Company to process mined oil sands on the Premises using the Tenant Improvements. Additionally,
pursuant to the Lease Agreement, the Landlord is tosupply oil sands to the Company in a quantity determined by the Company, in an amount
not to exceed 2,000 tons per day at a saturation quality of not less than ten 10%, as verified by the Company.
The Lease Agreement provides for an initial term
of 60 months, commencing on signing and expiring on March 8, 2027 (the “Initial Term”). The Company has the option to extend
the Initial Term for the Premises for an additional term of five years. .
The Lease Agreement contains a covenant pursuant
to which the Company will pay to the Landlord $3 per ton of oil sands to processed by the Company through the Tenant Improvements.
The Company will pay to the Landlord an advance
against future rent in the amount of $30,000, which advance shall be credited against future rent obligations of the Company.
Memorandum
of Understanding
On March 9, 2022, the Company entered into a non-binding
memorandum of understanding (the “Memorandum”), with Greenfield Energy, LLC (“Greenfield”) to develop, design,
and construct the Company’s enhanced oil sands processing plant on the Premises to produce at least 1,000 barrels of oil per day
or equivalent tonnage of asphalt cement. The plant, the intellectual property related to the plant and its operations and any byproduct
from the operation of the plant will be owned by the Company. Greenfield will be entitled to receive fifty percent (50%) of the Company’s
net revenue for any post-processed sand material from the plant sold through offtake agreements procured by Greenfield.
Pursuant to the Memorandum, the Company and Greenfield
will enter into a professional services agreement (the “Professional Services Agreement”), pursuant to which Greenfield may
provide certain operating services, including sand treatment and oil upscaling to the Company, to be provided by Valkor, LLC through Greenfield.
The Memorandum is subject to the entry into of
definitive agreements for a period of approximately five years..
The foregoing description of the Lease Agreement
and Memorandum are not complete and are qualified in their entirety by references to the full text of the Lease Agreement and Memorandum,
which are filed as exhibits 10.1 and 10.2, respectively, to this report and are incorporated by reference herein.