Item 1.01 Entry into a Material Agreement.
Executive Employment Agreement
On October 28, 2022, Vivakor, Inc. (the “Company”)
entered into an executive employment agreement with James Ballengee (the “Employment Agreement”) with respect to the Company’s
appointment of Mr. Ballengee as Chief Executive Officer and Chairman of the Board of Directors (the “Board”). Pursuant to
the Employment Agreement, Mr. Ballengee will receive annual compensation of $1,000,000 payable in shares of the Company’s common
stock, priced at the volume weighted average price (VWAP) for the five trading days preceding the date of the Employment Agreement and
each anniversary thereof (the “CEO Compensation”). The CEO Compensation shall be subject to satisfaction of Nasdaq rules,
the provisions of the Company’s equity incentive plan and other applicable requirements and shall be accrued if such issuance is
due prior to satisfaction of such requirements. Additionally, Mr. Ballengee shall be eligible for a discretionary performance bonus. The
Employment Agreement may be terminated by either party for any or no reason, by providing a five days’ notice of termination.
Pursuant to the Employment Agreement, Mr. Ballengee
is granted the right to nominate two additional directors for appointment to the Board in his sole discretion, as well as a third additional
director upon issuance of the Note Payment Shares (defined below), subject to such directors passing a background check.
Membership Interest Purchase Agreement –
Note Amendment
As previously disclosed in the Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2022, the Company entered into a Membership
Interest Purchase Agreement (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" ). As previously disclosed in the Current Report on Form 8-K filed with
the SEC on August 5, 2022, the transaction documented by the MIPA closed on August 1, 2022 and, as a result, the Company acquired 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 was 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 (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.
On October 28, 2022, in connection with the Employment
Agreement, the Company and the Sellers entered into an agreement amending the Notes (the “Note Amendment”), whereby, as soon
as is practicable, following and subject to the approval of the Company’s shareholders, and provided there are no applicable prohibitions
under the rules of The Nasdaq Capital Market or other restrictions, the Company will issue 7,042,254 restricted shares of the Company’s
common stock (the “Note Payment Shares”) in exchange for the forgiveness and cancellation of $10,000,000 of principal under
the Notes on a pro rata basis, reflecting a conversion price of $1.42 per share (the “Note Payment”). 6,971,831 shares will
be issued to Jorgan and $9,900,000 of principal owed to Jorgan will be cancelled and 70,423 shares will be issued to JBAH and $100,000
of principal owed to JBAH will be cancelled.
No later than thirty (30) days following the date
the Note Payment and the Note Payment Shares are approved by the Company’s shareholders, the Company shall use its reasonable best
efforts to prepare and file 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 all of the Note Payment Shares. The Company 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"). The Company shall further 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. Once the
Registration Statement is declared effective by the SEC, the Note Payment will count against the Threshold Payment Amount, as defined
in the Notes and the MIPA.
The foregoing description of the Employment Agreement,
the MIPA, the Notes and the Note Amendment do not purport to be complete and are qualified in their entirety by their full text, the forms
of which are filed herewith as Exhibit 10.1, 2.1, 4.1 and 4.2, respectively.