Form 8-K

8-K — Vivakor, Inc.

Accession: 0001829126-26-005020

Filed: 2026-05-12

Period: 2026-05-06

CIK: 0001450704

SIC: 4953 (REFUSE SYSTEMS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — vivakorinc_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (vivakorinc_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (vivakorinc_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: vivakorinc_8k.htm · Sequence: 1

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0001450704

2026-05-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 6, 2026

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.)

5220 Spring Valley Road, Suite 500

Dallas, TX 75254

(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: None

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 Material Definitive Agreement

J.J.

Astor Forbearance Agreement

March 17, 2025, Company issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor &

Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and

Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received

$5,000,000, before fees. The Company received the funds on March 18, 2025. In relation to the Loan Agreement, the Company also entered

into a Registration Rights Agreement with the Lender (the “RRA”), under which the Company was obligated to file a resale

registration statement with the SEC registering any shares of its common stock issuable under the Note no later than sixty (60) days

after closing. The information regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on March 21,

2025. As previously reported, on July 9, 2025, the Company entered into a Forbearance and Amendment to Loan Agreement and Note,

which amended the terms of the Loan Agreement, Initial Note and RRA (the “First Forbearance Agreement”). Under the terms

of the First Forbearance Agreement, the Lender agreed to loan us additional funds under a Second Junior Secured Promissory Note (the

“Second Note”) and agreed to forbear any default under the Initial Note in exchange for certain consideration. The information

regarding this transaction was filed in a Current Report on Form 8-K filed with the Commission on July 21, 2025.

October 8, 2025, the Company entered into a Second Forbearance and Amendment to Loan Agreement and Notes, which amended the

terms of the Loan Agreement, Initial Note, the RRA, the Second Note and the First Forbearance Agreement (the “Second

Forbearance Agreement”). Under the terms of the Second Forbearance Agreement: (i) the Lender agreed to loan us an additional

amount up to $2,450,000, (ii) the Outstanding Principal Amount of the Initial Note was $2,259,319.89 and the Outstanding Principal

Balance on the Second Note was $5,685,805.13 on the Forbearance Agreement Effective Date, (iii) the Lender provided notice of

default to the Company under the Second Note, thereby accelerating all amounts due thereunder, (iv) the Lender agreed the Company

was not in default of the Initial Note, Second Note or other Transaction Documents effective September 30, 2025 and to forbear

declaring an Event of Default going forward and accelerating all amounts due under the Initial Note and the Second Note, subject to

the Company complying with the terms of the Second Forbearance Agreement, (v) all amounts due under the Initial Note and the Second

Note, with any accrued interest, will be due on or before November 30, 2025, (vi) interest under the Initial Note and Second

Note will continue at the default interest rate of 19%, (vii) the conversion terms under the Initial Note and Second Note will

remain on the Default Conversion Price under those instruments, and (viii) the Lender agreed to a standstill period until

November 30, 2025, during which time the Lender will not declare an event of default or accelerate any payment obligations

under the Initial Note or the Second Note, so long as the Company (a) pays interest at the Default Interest Rate on the Initial Note

and the Second Note, (b) issues the Third Note to the Lender, and (c) pays in full all past due payments on the Initial Note and the

Second Note on or before November 30, 2025. In connection with the Second Forbearance Agreement the Lender agreed to loan the

Company up to an additional $2,450,000. On October 9, 2025, the Company and Lender entered into an Additional Junior

Secured Convertible Note (the “Third Note”), under which the Company agreed to issue the Lender the Third Note in the

principal amount of $1,620,000, with the Company receiving proceeds of $1,152,000 before subtracting $53,000 for legal fees and

origination fees. The Company received the first funds from the Third Note on October 9, 2025 with the remainder received on

October 10, 2025. As additional consideration for the Second Forbearance Agreement and the Third Note, the Company agreed to

issue the Lender 286,000 shares of its common stock for $286 (the “Commitment Shares”). The information regarding this

transaction was filed in a Current Report on Form 8-K filed with the Commission on October 14, 2025.

The

Initial Note was satisfied in full on November 20, 2025 and the Third Note was satisfied in full on or about October 27, 2025,

which left only the Second Note outstanding. As previously reported, on February 5, 2026, the Company and the Lender entered into

a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant

to which (a) the parties agreed that $5,995,722.21 was then outstanding, due and payable under the Second Note and (b) the Maturity Date

of the Second Note was extended to as late as January 1, 2027, and (c) the Company agreed to pay the outstanding balance of the

Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions

in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows:

(i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000

per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding

balance to be paid in full by January 1, 2027 (the “Amended Repayment Terms”). The information regarding this transaction

was filed in a Current Report on Form 8-K filed with the Commission on February 5, 2026.

previously reported, on February 27, 2026, the Company and the Lender entered into a Third Amendment to Loan Agreement Fourth Forbearance

Agreement and Registration Rights Agreement (the “Loan Agreement Amendment No. 3”) and $993,750 Original Principal Amount

Junior Secured Promissory Note (the “Fourth Note”). Under the terms of the Fourth Note the Lender agreed to loan us an additional

$750,000, which matures on April 6, 2026. In the event we default on the Fourth Note, the note begins accruing interest at 19% per

annum, the principal amount due under the note is increased to 110% of the principal amount owed at the time of default, and the amounts

due under the note become convertible with the Lender allowed to convert 200% of the amount due under the note at a conversion price

equal to an 80% discount to the lesser of (a) the closing price of the Company’s common stock on (x) the Funding Date of the Initial

Note and (y) the Funding Date of the Second Note (whichever closing price is lower), or (b) 20% of the closing price of the Company Common

Stock on such applicable Funding Date. Under the terms of the Loan Agreement Amendment No. 3, the Lender and Company agreed the date

by which the Company has to relist on Nasdaq under the Fourth Forbearance Agreement was extended to April 6, 2026, and the Second

Note default terms were amended in certain respects to the default terms in the Fourth Note. The Company received the funds from the

Fourth Note on February 27, 2026, minus $40,000 for legal and transaction fees. The Company and the Lender also entered into a Subsidiary

Guarantee, under which the Company’s subsidiaries are guaranteeing the amounts due under the Fourth Note (the “Subsidiary

Guarantee”) and a Pledge and Security Agreement, under which the Company and its subsidiaries secured the repayment of the amounts

due under the Second Note and the Fourth Note with their assets as collateral (the “Pledge and Security Agreement”). Additionally,

the Company conveyed certain real property and improvements it owns in Blaine County, Oklahoma to the Lender to secure the repayment

of the Fourth Note. In the event the Fourth Note is paid in full by the maturity date, the Oklahoma property will be reconveyed to the

Company.

May 6, 2026, the Company entered into a Forbearance and Note Payment Amendment Agreement (“May 2026 Forbearance Agreement”),

under which the Lender agreed to forbear their rights under the Loan Agreement, as amended, if the Company agrees and complies with the

following terms: (i) the Company acknowledges that $6,815,805.71 adjusted outstanding balance is due and payable as of the Effective

Date of the May 2026 Forbearance Agreement under the Second Note and $1,111,151.74 is outstanding, due and payable as of the Effective

Date of this May 2026 Forbearance Agreement under the Fourth Note, (ii) the Company will pay Lender One Million Five Hundred Thousand

Dollars ($1,500,000) upon the closing of the first funding of that certain financing transaction being conducted for the Company by RBW

Capital Partners LLC, a division of Dawson James Securities, Inc. (the “RBW Financing”), to occur on or before May 7, 2026,

to be applied to the outstanding balance of the Second Note, (iii) the Company will pay Lender Two Million Five Hundred Thousand Dollars

($2,500,000) upon the second closing of the RBW Financing, to be applied to the outstanding balance of the Second Note, to occur upon

the effectiveness of an S-1 Registration Statement, to be filed on or before May 13, 2026 and be effective on or before July 15, 2026,

(iv) the remaining balance of the Second Note upon the earlier to occur of (a) closing of the transaction by and between the Company

and Olenox Industries, Inc. that is the subject of a Term Sheet dated January 27, 2026 (the “Olenox Transaction”) or (b)

receipt by the Company of any proceeds from an Advance under the Standby Equity Purchase Agreement (the SEPA”) that is a component

of the RBW Financing, with the first Advance to be on or before August 15, 2026, in which fifty percent (50%) of the net proceeds of

each Advance shall be paid directly to the Lender until the Second Note is paid in full; and (v) the outstanding balance of the Fourth

Note upon the earlier to occur of (a) closing of the Olenox Transaction, (b) fifty percent (50%) of the net proceeds from an Advance

under the SEPA that is a component of the RBW Financing, with the first Advance to occur on or before August 15, 2026 and so long as

the Second Note has been repaid in full, on or before November 5, 2026.

This

summary is not a complete description of all of the terms of the May 2026 Forbearance Agreement, and is qualified in its entirety by

reference to the full text of the May 2026 Forbearance Agreement, a form of which is filed as Exhibit 10.1 hereto, which is incorporated

by reference into this Item 1.01.

Cedarview

Forbearance Agreement

On May 6, 2026, the Company

entered into a Forbearance Agreement (the “Cedarview Forbearance Agreement”) with Cedarview Opportunities Master Fund, LP

(the “Investor”), under which the Investor agreed to forbear its rights under that certain Loan and Security Agreement (the

“Cedarview Agreement”), dated February 5, 2024, the senior secured note to the Investor in an aggregate principal amount

of $3,000,000 (the “Initial Note”), that certain Loan and Security Agreement, dated October 31, 2024, and a senior secured

note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Investor Second Note”, together with the Initial

Note, the “Investor Notes”), as those documents have previously been amended, and the Investor agreed to extend the maturity

date of the Initial Note and the Second Note to October 31, 2026, so long as the Company (i) make certain prepayments under the Existing

Notes from the RBW SEPA or other financings, (ii) pays the Investor $250,000 from the second tranche of the RBW Financing, as a mandatory

required prepayment of the Existing Notes, (iii) that if the Company closes the contemplated Olenox Transaction, by no later than the

second (2nd) Business Day after such closing, the Company will pledge 2,000,000 shares of Olenox common stock the Company receives in

the Olenox Transaction as additional collateral securing the Company’s payment obligations under the Existing Notes, in form and

substance satisfactory to the Investor, in its sole discretion, and (iv) the Company issues the Investor 275,000 shares of its common

stock, restricted in accordance with Rule 144 (the “Investor Shares”).

This

summary is not a complete description of all of the terms of the Cedarview Forbearance Agreement, and is qualified in its entirety by

reference to the full text of the Cedarview Forbearance Agreement, a form of which is filed as Exhibit 10.2 hereto, which is incorporated

by reference into this Item 1.01.

Item

3.02

Unregistered

Sales of Equity Securities

As disclosed in Item 1.01,

on May 6, 2026, the Company entered into the Cedarview Forbearance Agreement and on May 11, 2026 the Company issued the Investor Shares,

which securities contain a standard Rule 144 restrictive legend. The issuance of the foregoing securities was exempt from registration

pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our

operations.

On May 12, 2026, the

Company issued 393,547 shares of its common stock to James Ballengee, the Company’s Chief Executive Officer and a member of the

Board of Directors, for dividends owed to him as dividends on the Company’s Series A Preferred Stock for the periods ended January 31,

2026 and April 30, 2026, in accordance with the terms of the Series A Preferred Stock Certificate of Designation. The shares were

issued with a standard Rule 144 restrictive legend. The issuance of the foregoing securities was exempt from registration pursuant to

Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is one of our executive officers, an accredited investor and

familiar with our operations.

On May 11, 2026, the

Company issued 693,492 shares of its common stock to certain holders of its Series A Preferred Stock for the dividends owed to them for

the periods ended January 31, 2026 and April 30, 2026, in accordance with the terms of the Series A Preferred Stock Certificate

of Designation. The shares were issued with a standard Rule 144 restrictive legend. The issuance of the foregoing securities was exempt

from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holders are existing shareholders and

familiar with our operations.

On May 11, 2026, the

Company issued 250,000 shares of its common stock to Kimberly Hawley, the Company’s Chief Financial Officer and Secretary as a discretionary

bonus for services performed for the Company under the terms of her Employment Agreement. The shares were issued with a standard Rule 144

restrictive legend. The issuance of the foregoing securities was exempt

from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is one of our executive officers

and familiar with our operations.

On May 7, 2026, the

Company issued 142,716 shares of common stock to ClearThink Capital Partners under the terms of a Consulting Agreement. The shares were

issued with a standard Rule 144 restrictive legend. The issuance

of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as

the holder is an accredited investor and familiar with our operations.

Item 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.

Title

10.1

Form of Forbearance and Note Payment Agreement with J.J. Astor & Co. dated May 6, 2026

10.2

Form of Forbearance

Agreement with Cedarview Opportunities Master Fund LP

104

Cover Page Interactive Data File (formatted as Inline XBRL).

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: May 12, 2026

By:

/s/ James H. Ballengee

Name:

James H. Ballengee

Title:

Chairman, President & CEO

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: vivakorinc_ex10-1.htm · Sequence: 2

Exhibit 10.1

FORBEARANCE AND NOTE PAYMENT AMENDMENT AGREEMENT

This Forbearance and Note Payment Amendment Agreement (“Agreement”) is made and entered into this 6th day of May 2026 (the “Effective Date”), by and between, J.J. ASTOR & CO., a Utah corporation (the “Lender”), and VIVAKOR, INC., a Nevada corporation (“Vivakor” or the “Company”). The Company and the Lender are sometimes referred to collectively as the “Parties.”

RECITALS

WHEREAS, on March 17, 2025, the Company and the Lender entered into a loan agreement, as amended on June 17, 2025, July 9, 2025, and February 27, 2026 (the “Loan Agreement”); and

WHEREAS, on July 9, 2025, the Company issued the Lender a $5,940,000 principal amount amended and restated convertible installment secured promissory note (the “Second Note”), of which $6,815,805.71 is currently outstanding, due and payable as of the Effective Date of this Agreement; and

WHEREAS, as a result of the Company’s failure to make the payments required to be made under the Second Note and the Second Forbearance Agreement, on February 5, 2026, the Company and the Lender entered into a fourth Forbearance, Note Payment and Registration Rights Amendment Agreement (the “Fourth Forbearance Agreement”), pursuant to which (i) the interest rate under the Second Note was reduced to nine percent (9%) per annum, compounded daily, (ii) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (iii) the Parties established and agreed upon the “Second Note Amended Repayment Terms” (as defined in the February 5, 2025 Amendment); and

WHEREAS, pursuant to the Fourth Forbearance Agreement on February 5, 2026, the Company and the Lender amended the terms of the Second Note such that (a) the Maturity Date of the Second Note was extended to as late as January 1, 2027, and (b) the Company agreed to pay the outstanding balance of the Second Note in the following installments, with payments, payable, at the option of the Company, either in cash or under certain conditions in Conversion Shares issued at the Default Conversion Price that are immediately salable by the Lender under Rule 144, as follows: (i) $50,000 per week commencing Monday, April 6, 2026, (ii) $100,000 per week commencing Monday, July 6, 2026, (iii) $150,000 per week commencing Monday, October 5, 2026, and (iv) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the “Second Note Amended Repayment Terms”); and

WHEREAS, the Company failed to make the first required payment due April 6, 2026, resulting in a new default under the Notes, as a result of which default (i) the amount due and payable under the Second Note reverted back 120% of the $5,995,722.21 reduced amount that was previously due and payable under the Fourth Forbearance Agreement, (ii) the outstanding principal amount of the Second Note, as adjusted, increased to the Default Amount of one hundred ten percent (110%) of the then outstanding balance, and (iii) all interest under the Notes is calculated on the basis of a 360-day year for actual days elapsed, as a result of which $6,815,805.71 is currently outstanding, due and payable under the Second Note as of the Effective Date of this Agreement; and

WHEREAS, on February 27, 2025, the Company issued the Lender a $993,750 principal amount secured promissory note (the “Fourth Note”, and together the with Second Note, the “Notes”), of which $1,111,151.74 is outstanding, due and payable as of the Effective Date of this Agreement, since the maturity date under the Fourth Note was April 6, 2026 and no payments have been received by the Lender; and

WHEREAS, the Fourth Note is secured by the collateral described therein and in the Loan Agreement and other Transaction Documents, and the Company hereby reaffirms, ratifies and confirms all existing security interests, liens, pledges, assignments, collateral rights and remedies in favor of the Lender, and further agrees that all such collateral, security interests and liens shall secure all obligations owing to the Lender under both the Second Note and the Fourth Note (collectively, the “Notes”), including all principal, accrued interest, default interest, costs, expenses and other amounts due; and

WHEREAS, the Company has failed to repay the Notes as required pursuant to the terms thereof, which defaults remain uncured as of the date hereof (collectively, the “Existing Defaults”); and

WHEREAS, the Company and Lender desire to extend the maturity date under the Fourth Note to July 15, 2026 (“Fourth Note Maturity Date”), reset the payment dates under the Notes as set forth in Section 2 below (the “Amended Repayment Terms”), and reduce the Interest Rate under the Notes during the Forbearance period only to nine percent (9%) compounded daily and calculated on the basis of a 360-day year for actual days elapsed, such that the Lender will forebear from exercising remedies with respect to the Existing Defaults only for so long as the Company strictly complies with this Agreement; and

WHEREAS, unless otherwise defined herein all capitalized terms when used in this Agreement shall have the same meanings as they are defined in the Loan Agreement and Notes.

NOW, THEREFORE, in consideration of the promises, mutual covenants, understandings and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by all parties, the parties do hereby agree as follows:

1. Extension of Maturity Date/Forbearance. During the Forbearance period only, interest shall accrue on the outstanding balance of the Notes at a rate of nine percent (9%) per annum, compounded daily and calculated on the basis of a 360-day year for actual days elapsed. Effective upon the Parties’ execution of this Agreement, the Parties agree that the maturity date under the Fourth Note will be the Fourth Note Maturity Date. The Lender agrees that, solely during the Forbearance period and only so long as the Company strictly complies with the Amended Repayment Terms and all other terms of this Agreement, it will not exercise any of its rights or remedies with respect to the Existing Defaults that pertain to the Notes through the Notes’ respective maturity dates, and the Lender will not exercise its conversion rights under the Notes through the Notes’ respective maturity dates (the “Forbearance”). The Company acknowledges that the $6,815,805.71 adjusted outstanding balance due and payable as of the Effective Date of this Agreement under the Second Note (as set forth above) and $1,111,151.74 is outstanding, due and payable as of the Effective Date of this Agreement under the Fourth Note are accurate and not in dispute; all payments shall be applied first to the Second Note until paid in full and then to the Fourth Note. Nothing herein shall constitute a waiver of any Existing Default, any future default, or any rights or remedies of the Lender, all of which are expressly reserved.

2. In consideration for the foregoing Forbearance, the Company will repay the outstanding balance of the Notes in the following installments (each an “Amended Installment Payment”) with payments, payable, at the option of the Company either in cash, or in Conversion Shares issued at the Default Conversion Price if such payment in Conversion Shares is approved by the Lender (the “Accepted Conversion Shares”), provided that such Accepted Conversion Shares are immediately salable by the Lender under Rule 144, as follows: (i) One Million Five Hundred Thousand Dollars ($1,500,000) upon the closing of the first funding of that certain financing transaction being conducted for the Company by RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (the “RBW Financing”), to occur on or before May 7, 2026, to be applied to the outstanding balance of the Second Note, (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) upon the second closing of the RBW Financing, to the applied to the outstanding balance of the Second Note, to occur upon the effectiveness of an S-1 Registration Statement, to be filed on or before May 13, 2026 and be effective on or before July 15, 2026, (iii) the remaining balance of the Second Note upon the earlier to occur of (a) closing of the transaction by and between the Company and Olenox Industries, Inc. that is the subject of a Term Sheet dated January 27, 2026 (the “Olenox Transaction”) or (b) receipt by the Company of any proceeds from an Advance under the Standby Equity Purchase Agreement (the SEPA”) that is a component of the RBW Financing, with the first Advance to be on or before August 15, 2026, in which fifty percent (50%) of the net proceeds of each Advance shall be paid directly to the Lender until the Second Note is paid in full; and (iv) the outstanding balance of the Fourth Note upon the earlier to occur of (a) closing of the Olenox Transaction, (b) fifty percent (50%) of the net proceeds from an Advance under the SEPA that is a component of the RBW Financing, with the first Advance to occur on or before August 15, 2026 and so long as the Second Note has been repaid in full, or (C) November 5, 2026 (the “Amended Repayment Terms”). The Company shall irrevocably direct RBW Capital Partners LLC, Dawson James Securities, Inc., and any

escrow agent, placement agent, transfer agent or other intermediary involved in the RBW Financing or SEPA advances to pay the Lender directly from the applicable proceeds in accordance with this Section and each of such third parties shall acknowledge in writing the payments to be made to the Lender pursuant to this Section 2. All payments received by the Lender shall be applied first to fees, costs and expenses, then to accrued interest, then to principal under the Second Note until the Second Note is paid in full, and thereafter in the same order to the Fourth Note. Except for the RBW Financing, the Olenox Transaction, and issuances expressly permitted herein, all proceeds of any debt or equity financing, issuance of Common Stock Equivalents, asset sale, strategic transaction, merger, acquisition financing or similar transaction shall be applied first to the Second Note until paid in full and thereafter to the Fourth Note until paid in full. In order to permit the Company to comply with Amended Repayment Terms, subject to the limitations hereinafter set forth, the Lender hereby consents to the Company entering into the RBW Financing, and all transactions contemplated thereunder, to the extent such consent is required under the Loan Agreement, this Agreement and all of the Transaction Documents delivered under the Loan Agreement: provided, that the Company shall not incur (1) more than $15,000,000 of Indebtedness under the RBW Financing, of which $6,000,000 shall be funded net of closing costs on or before May 7, 2026 and $6,000,000 shall be funded net of closing costs upon the effectiveness of an S-1 registration statement to be declared effective by the SEC on or before July 15, 2026, and (2) up to $100 million in SEPA Note payments from the two fundings under the RBW Financing and from exercise of the SEPA (collectively the “Permitted Financings”). For the avoidance of doubt, other than the foregoing Permitted Financings, no other Indebtedness for borrowed money, Common Stock, Common Stock Equivalents or other securities, including warrants or rights to purchase Equity Interests shall be permitted under this Agreement or the Transaction Documents without the prior written consent of the Lender.

3. Default Under This Agreement. In the event the Company fails to comply with the foregoing Amended Repayment Terms or otherwise defaults under this Agreement, then (i) the entire outstanding balance then due and payable under the Notes, including all principal, accrued interest, default interest, penalties, fees, costs, expenses and other amounts due, shall automatically increase to one hundred ten percent (110%) of the then Outstanding Amount of the Notes, (ii) such increased balance will begin accruing interest at nineteen percent (19%) per annum compounded daily and calculated on the basis of a 360-day year for actual days elapsed, (iii) the entire balance shall become immediately due and payable to the Lender in full without notice, demand, presentment or further action, (iv) the Forbearance provided herein shall automatically terminate, and (v) the Lender may exercise all of its rights and remedies under the Loan Agreement, the Notes, this Agreement and the other Transaction Documents. Any default under this Agreement shall constitute an Event of Default under the Loan Agreement, the Notes, and all other Transaction Documents. Upon the occurrence of any such default, this Agreement shall automatically terminate and be of no further force or effect, and the Loan Agreement and the Notes shall revert to the terms and conditions in effect immediately prior to the Effective Date of this Agreement, including all default interest, default conversion rights, premiums, penalties, fees, costs, expenses, and remedies, as if this Agreement had never been executed, without any further action required by the Lender. Additional Events of Default under this Agreement shall include, without limitation: (a) failure to make any payment required hereunder when due; (b) failure to direct RBW Capital Partners LLC, Dawson James Securities, Inc., any escrow agent, placement agent, transfer agent or other intermediary to pay the Lender directly as required herein; (c) failure of the first closing of the RBW Financing to occur on or before May 7, 2026; (d) failure to file the S-1 Registration Statement on or before May 13, 2026 or failure of such registration statement to become effective on or before July 15, 2026; (e) failure to complete the Olenox Transaction or a SEPA Advance sufficient to satisfy the payment obligations set forth herein on or before August 15, 2026; (f) the Company receiving any delisting notice or other notice of noncompliance from Nasdaq or any other trading market; (g) any default under the RBW Financing, any SEPA document, or any other loan, note, debenture, financing arrangement, lease, security agreement or material contract; (h) any issuance of debt, equity securities, Common Stock Equivalents or other securities except as expressly permitted herein; (i) any breach of any representation, warranty or covenant contained herein; or (j) any bankruptcy, insolvency, receivership, assignment for the benefit of creditors, liquidation, reorganization or similar proceeding involving the Company.

4. Existing Defaults. Vivakor acknowledges and confirms the occurrence of the Existing Defaults. Vivakor further acknowledges and agrees that, as of the Effective Date, (i) the outstanding balance of the Second Note is $6,815,805.71, (ii) the outstanding balance of the Fourth Note is $1,111,151.74, (iii) such amounts are accurate, valid, binding, due and owing, (iv) such amounts are not subject to dispute, defense, deduction, setoff, recoupment, counterclaim or avoidance of any kind, and (v) no payments have been made or received with respect to the Notes other than as expressly reflected in the balances set forth above.

5. Lender’s Representations and Warranties. Lender represents and warrants as follows:

a. It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.

b. It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.

c. It has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all related matters with its own independent counsel, accountant and tax advisers; and this Agreement has been executed and delivered by it of its own free will and without promises, threats or the exertion of any duress.

d. This Agreement has been duly executed by Lender and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of Lender enforceable against Lender in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

6. Lender represents and warrants that it is (i) an accredited investor familiar with the Company’s operations, (ii) aware of the risks inherent with an investment in the Company’s Common Stock, (iii) acquiring the Company’s Common Stock as an investment for its own account and not as a nominee or agent, and (iv) aware that the Company’s Common Stock is not registered under the Securities Act of 1933 (the “1933 Act”) and may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom under Rule 144, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the 1933 Act, the Common Stock must be held indefinitely. Notwithstanding the foregoing and for the avoidance of doubt all Accepted Conversion Shares shall be fully registered for resale and may be immediately sold by the Lender.

7. Vivakor’s Representations, Warranties and Covenants. Vivakor hereby represents, warrants and covenants as follows:

a. It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.

b. Except as disclosed in the Company’s filings with the Securities and Exchange Commission, there are no current or pending litigation matters.

c. It is not in default under any other loan agreement, except certain defaults that are not expected to have a material adverse effect on the Company.

d. It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.

e. The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or the Company’s stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

f. On or before June 30, 2026 the Company shall call a regular or special meeting of its stockholders (the “Stockholders Meeting”) pursuant to which, among other things, the Loan Agreement, this Agreement and all of the Transaction Documents delivered under the Loan Agreement, including the approval to issue more than 19.99% of the Company’s current outstanding common stock under the Notes (if not already obtained) upon conversion of the Notes into shares of the Company’s common stock, shall be approved by the holders of a majority of the outstanding voting securities of the Company (the “Shareholder Approval”). Unless previously approved by a majority of the Company’s shareholders, the Company may not issue shares to the Lender upon conversion of the Notes that exceeds 19.99% of the Company’s current outstanding common stock until it obtains Shareholder Approval. Notwithstanding the foregoing, the Company acknowledges the Shareholder Approval has been obtained with respect to the Second Note.

g. Except for the Permitted Financings, the Company shall not issue any promissory notes convertible into Common Stock, warrants exercisable for Common Stock, or new commitments to issue Common Stock (“Common Stock Equivalents”) unless and until the Notes, including the Default Amount and default interest and fees, shall have been paid in full. Except as contemplated by this Agreement, the Company may not issue any Common Stock, Common Stock Equivalents or incur any Indebtedness for borrowed money unless both the Second Note and the Fourth Note shall have been previously been paid in full or are paid in full out of the net proceeds of such financing.

h. The Company shall not take any action, or permit any affiliate, officer, director, employee, agent, lender, investor, transfer agent or other Person to take any action, that would impair, delay, subordinate, prime, avoid, challenge, contest or otherwise adversely affect the Lender’s rights, remedies, liens, security interests, conversion rights, Rule 144 resale rights, payment rights or priority under this Agreement, the Loan Agreement, the Notes or the other Transaction Documents. The Company shall execute and deliver such additional documents, instruments, notices, directions, UCC financing statements, control agreements and other agreements as the Lender may reasonably request to evidence, perfect, protect or enforce the Lender’s rights and remedies.

8. Binding. This Agreement shall inure to the benefit of the parties and shall be binding upon each of the parties and their assigns, successors, heirs, and representatives.

9. Authority. Each of the Parties represents and warrants that it has the authority to enter into this Agreement, that the person(s) signing this Agreement on its behalf is authorized to do so and that it has not assigned or otherwise transferred any interest in any claim which is the subject of this Agreement.

10. No Recitals. Each of the Parties agrees and understands that all of the terms of this Agreement are contractual and not merely recitals.

11. No Duress. Each of the Parties to this Agreement was represented by counsel and this Agreement was negotiated at arm’s length and should not be read against any party. Each of the Parties and their respective counsel acknowledge that they have carefully read and fully understand the provisions of this Agreement, that they have been given a reasonable period of time to consider the terms of this Agreement, and that they enter into this Agreement knowingly and voluntarily and not as a result of any pressure, coercion, or duress and thus no party shall attempt to invoke the rule of construction to the effect that ambiguities, if any, are to be resolved against the drafting party.

12. Severability. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

13. Choice of Law and Venue; Waiver of Jury Trial; Confession of Judgement. This Agreement will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of Utah, without regard to conflicts of law principles. The Company and Lender each (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the Utah State Supreme Court, County of Salt Lake City, (ii) waives any objection to the venue of any such suit, action or proceeding, and the right to assert that such forum is an inconvenient forum, (iii) irrevocably consents to the jurisdiction of the Utah Supreme Court, County of Salt Lake City in any such suit, action or proceeding, and (iv) waive any right to arbitration with respect to any dispute arising out of or relating to this Agreement, the Loan Agreement, the Notes or the other Transaction Documents. Each of the Company and Lender further agrees to accept and acknowledge service of any and all process that may be served in any such suit, action or proceeding and agrees that service of process by certified mail or nationally recognized overnight courier to its address set forth for notices herein shall be deemed in every respect effective service of process. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN AGREEMENT, THE NOTES OR THE OTHER TRANSACTION DOCUMENTS. To the fullest extent permitted by applicable law, the Company hereby authorizes the entry of judgment by confession in favor of the Lender for all amounts due under the Notes, this Agreement, the Loan Agreement and the other Transaction Documents following an Event of Default, together with interest, default interest, premiums, fees, costs, expenses and reasonable attorneys’ fees. The Company acknowledges that it has consulted with counsel regarding this confession of judgment provision or has had the opportunity to do so, and knowingly and voluntarily agrees to the same. The Company further reaffirms and grants to the Lender a continuing first-priority security interest in all collateral securing the Notes, including any collateral described in the Fourth Note, the Loan Agreement or any other Transaction Document, to secure all obligations owing under both the Second Note and the Fourth Note.

14. Entire, Final and Binding Agreement. Each of the Parties acknowledges and agrees that this Agreement is the final and binding Agreement between them concerning the matters addressed herein. This writing contains the entire Agreement of the Parties with respect to the subject matter hereof and, in entering into this Agreement, each of the Parties acknowledges that it has not relied on any promise, agreement, representation or statement, whether oral or written, that is not expressly set forth in this Agreement. Except as expressly modified by this Agreement during the Forbearance period, the Loan Agreement, the Notes and the other Transaction Documents remain in full force and effect. In the event of any inconsistency between this Agreement and any prior agreement between the Parties, the terms most favorable to the Lender shall control unless expressly waived by the Lender in writing.

15. Transaction Documents and Definitions. Except as amended pursuant to this Agreement, all of the other terms and conditions set forth in the Transaction Documents shall remain in full force and effect and are incorporated herein by this reference. Unless otherwise defined in this Agreement, all capitalized terms when used herein shall have the same meaning as such terms are defined in the Transaction Documents.

16. Amendments or Waivers. No change to or modification of this Agreement shall be valid or binding unless it is in writing and signed by the Parties.

17. Counterparts. This Agreement may be signed in counterparts and, if so signed, this Agreement shall have the same force and effect as if signed at the same time. A facsimile, docusign or PDF signature shall be deemed to be an original signature for all purposes.

18. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via e-mail at the email addresses set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a business day, (b) the next business day after the date of e-mail, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth above.

Signature page follows

IN WITNESS WHEREOF, expressly intending to be legally bound, the Parties through their duly authorized agents, have executed this Agreement as of the date set forth above, effective as of the Effective Date.

VIVAKOR, INC.

J.J. ASTOR & CO.

By:

Name:

James Ballengee

Name:

Michael Pope

Title:

CEO

Title:

CEO

Address:

5220 Spring Valley Road, Suite 500

Address:

26 S Rio Grande St #2072

Dallas, TX 75254

Salt Lake City, UT 84101

E-mail:

jballengee@vivakor.com

E-mail:

michael.p@jjastor.com

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: vivakorinc_ex10-2.htm · Sequence: 3

Exhibit

10.2

FORBEARANCE

AGREEMENT

This

Forbearance Agreement (“Agreement”) is made and entered into this 4th day of May, 2026, by and between, CEDARVIEW

OPPORTUNITIES MASTER FUND LP, as an investor and as agent for investors under the Existing Notes (“Investor”), and

VIVAKOR, INC., a Nevada corporation (“Vivakor” or the “Company”) (collectively, the “Parties”).

WHEREAS,

the Parties refer herein to the following:

(i)

that certain Loan and Security Agreement, dated February 5, 2024, by and among the Company, certain of its subsidiaries, the Investor

and Cedarview Capital Management, LLC., in its capacity as agent (in such capacity, the “Agent”) (as amended, modified

or waived prior to the Effective Date (as defined below), the “Initial Loan and Security Agreement”), pursuant to

which the Company issued a senior secured note to the Investor in an aggregate principal amount of $3,000,000 (the “Initial

Note”);

(ii)

that certain Loan and Security Agreement, dated October 31, 2024, by and among the Company, certain of its subsidiaries, the Investor

and the Agent (as amended, modified or waived prior to the Effective Date, the “Second Loan and Security Agreement”,

and together with the Initial Loan and Security Agreement, the “Loan and Security Agreements”), pursuant to which

the Company issued a senior secured note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Second Note”,

and together with the Initial Note, the “Existing Notes”); and

(iii)

that certain letter agreement, dated as of April 4, 2025, by and between the Company and the Investor (the “Letter Agreement”),

pursuant to which, among other things, (x) the Company agreed to make certain payments to the Investor, and (y) the Company issued certain

shares of Common Stock to the Investor (or its designees).

WHEREAS,

as the Maturity Date (as defined in each of the Existing Notes) has occurred prior to the Effective Date, among the events of default

disclosed to the Investor in writing on or prior to the date hereof (such defaults collectively, the “Existing Defaults”)

the Company has failed to repay the Existing Notes as required pursuant to the terms thereof, which Existing Defaults remain uncured

as of the date hereof;

WHEREAS,

on December 31, 2025, the Investor and the Company entered into an Interim Forbearance Agreement (the “Interim Forbearance

Agreement”) under which the Investor agreed to forbear from exercising any of its rights or remedies under the Existing Notes

from November 1, 2025 through January 23, 2026 (the “Original Forbearance Expiration Date”) in exchange

for certain consideration;

WHEREAS,

the Investor has agreed to extend the Original Forbearance Expiration Date through October 31, 2026 (the “New Forbearance

Expiration Date”) if the Company agrees to the terms of this Agreement and performs its obligations under the Forbearance Consideration,

as defined herein.

NOW,

THEREFORE, in consideration of the promises, mutual covenants, understandings and agreements contained in this Agreement, and other good

and valuable consideration, the receipt and sufficiency of which are acknowledged by all parties, the parties do hereby agree as follows:

Forbearance. Effective upon execution of this Agreement until the New Forbearance Expiration Date (the “Forbearance

Period”), Investor agrees not to exercise any of its rights or remedies with respect to the default conditions that exist as

of the date of this Agreement or default conditions (other than defaults under this Agreement) that may arise from the date of this Agreement

that pertain to the Existing Notes through the New Forbearance Expiration Date (in each case, excluding (a) any defaults pursuant to

Sections 9.1(e), (f), (g), (i), (k), (m), (n) and/or (p) of any of the Loan and Security Agreements, and/or (b) any action taken

by any holder (or any representative or agent thereof) of indebtedness of the Company or any of its subsidiaries, except the Investor,

either (x) to seek to obtain payment of such indebtedness prior to the maturity date of such indebtedness, (y) to seize any assets of

the Company or any of its subsidiaries or (z) to establish or create a lien on any assets of the Company or any of its subsidiaries)

(the “Forbearance”). In consideration for the foregoing Forbearance, the Company and the Investor agree that (a) as

of April 30, 2026, the principal and accrued interest on the Existing Notes is $4,185,705.42, (b) an additional $700,000 will be

added to the amounts owing on the Existing Notes as a stipulated loss penalty, (c) the Company will issue the Investor, or its assignees,

275,000 shares of restricted Company common stock (the “Forbearance Shares”), (d) the maturity dates on the Existing

Notes will be extended to October 31, 2026 (the “New Maturity Date”), (e) as a mandatory required prepayment

of the Existing Notes, by no later than the first 1st) Business Day after the time of consummation of any Subsequent Placement

(as defined below), the Company pay the Investor 25% of the gross proceeds (each, a “Mandatory Prepayment Amount”)

received from Company or any of its subsidiaries from any direct, or indirect, issuance, sale, grant of any option or right to purchase

or otherwise dispose of any equity security or any equity-linked or related security (including, without limitation, any “equity

security” (as that term is defined under rule 405 promulgated under the Securities Act of 1933, as amended), any capital stock

or other security of the Company or any of its subsidiaries that is at any time and under any circumstances directly or indirectly convertible

into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security

of the Company or any of its Subsidiaries, any debt, any preferred shares or any purchase rights (each, a “Subsequent Placement”)

(including, without limitation, and issuances or advances pursuant to that certain Standby Equity Purchase Agreement that is a part of

the financing transaction being conducted for the Company by RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (the

“RBW Financing”)), (f) that the Company will pay the Investor $250,000 from the second tranche of the RBW Financing,

as a mandatory required prepayment of the Existing Notes, and (g) that if the Company closes the contemplated transaction with Olenox

Industries, Inc. that is the subject of a Term Sheet dated January 27, 2026 (the “Olenox Transaction”), by no

later than the second (2nd) Business Day after such closing, the Company will pledge 2,000,000 shares of Olenox common stock

the Company receives in the Olenox Transaction as additional collateral securing the Company’s payment obligations under the Existing

Notes, in form and substance satisfactory to the Investor, in its sole discretion (the “Forbearance Consideration”).

Notwithstanding the above, the first two funding tranches from the RBW Financing will not be considered Subsequent Placements for the

purposes of this Agreement. In addition, the Parties acknowledge and agree that, in connection with the consideration granted by the

Investor to the Company under this Agreement, effective as of the date hereof, the parties agreed to classify the Existing Notes as

“securities” under the 1933 Act. The Forbearance Period shall terminate upon the earliest to occur of: (x) the occurrence,

or discovery by Investor, of any Event of Default (as defined in the Existing Notes) (other than the Existing Defaults), (y) the occurrence

of any Bankruptcy Default (as defined below), or (z) any breach of any term or condition of this Agreement. For the purpose of this Agreement,

“Bankruptcy Default” means the occurrence of (or the taking by the Company or any of its Subsidiaries of any action

in furtherance of) any of the following: (i) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for

the relief of debtors shall be instituted by or against the Company or any of its Subsidiaries (each, an “Applicable Party,

and collectively, the “Applicable Parties”) and, if instituted against any Applicable Party by a third party, shall

not be dismissed within thirty (30) days of their initiation; (ii) the commencement by any Applicable Party of a voluntary case or proceeding

under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding

to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in

respect of any Applicable Party in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,

reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing

by it of a petition or answer or consent seeking reorganization or relief under any

applicable

federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a

custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Applicable Party or of any substantial

part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,

or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay

its debts generally as they become due, the taking of corporate action by any Applicable Party in furtherance of any such action or the

taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal,

state or foreign law; or (iii) either (x) the entry by a court of (A) a decree, order, judgment or other similar document in respect

of any Applicable Party of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,

reorganization or other similar law or (B) a decree, order, judgment or other similar document adjudging any Applicable Party as bankrupt

or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of

or in respect of the any Applicable Party under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other

similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the any Applicable

Party or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any

such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and

in effect for a period of thirty (30) consecutive days;

Existing Defaults. Vivakor acknowledges and confirms the occurrence of the Existing Defaults.

Investor’s Representations and Warranties. Investor represents and warrants as follows:

It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.

It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.

It has had a full and fair opportunity to make inquiries about the terms and conditions of this Agreement, to discuss the same and all

related matters with its own independent counsel, accountant and tax advisers; and this Agreement has been executed and delivered by

it of its own free will and without promises, threats or the exertion of any duress.

This Agreement has been duly executed by Investor and, when delivered in accordance with the terms hereof and thereof, will constitute

the valid and binding obligation of Investor enforceable against Investor in accordance with its terms, except: (i) as limited by general

equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting

enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive

relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can bear

the economic risk of its investment in the Existing Notes, and the Forbearance Shares, and has such knowledge and experience in financial

and business matters that it is capable of evaluating the merits and risks of an investment in the Existing Notes and the Forbearance

Shares. The Investor is acquiring the Forbearance Shares for its own account, for investment purposes only. The Investor is not relying

on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related considerations of an

investment in the Forbearance Shares, and the Investor has relied on the advice of, or has consulted with, only its own advisors. No

oral or written representations have been made, or oral or written information furnished, to the Investor or its advisors, if any, in

connection with the Existing Notes and Forbearance Shares that are in any way inconsistent with the information contained herein.

Vivakor’s Representations and Warrants. Vivakor represents and warrants as follows:

It is not under any contractual or other restriction or other obligation which is inconsistent with this Agreement.

It has not assigned to any Person any right, claim or cause of action encompassed or arising from matters set forth in this Agreement.

No Events of Default exist as of the date hereof other than the Existing Defaults.

The execution and delivery of this Agreement and the consummation by it of the transactions contemplated hereby and thereby have been

duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors

or the Company’s stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered

in accordance with the terms hereof, will constitute the valid and binding obligations of the Company, enforceable against the Company

in accordance with its terms except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,

moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws

relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification

and contribution provisions may be limited by applicable law.

Binding. This Agreement shall inure to the benefit of the parties and shall be binding upon each of the parties and their

assigns, successors, heirs, and representatives.

Authority. Each of the Parties represents and warrants that it has the authority to enter into this Agreement, that the

person(s) signing this Agreement on its behalf is authorized to do so and that it has not assigned or otherwise transferred any interest

in any claim which is the subject of this Agreement.

No Recitals. Each of the Parties agrees and understands that all of the terms of this Agreement are contractual and not

merely recitals.

No Duress. Each of the Parties to this Agreement was represented by counsel and this Agreement was negotiated at arm’s

length and should not be read against any party. Each of the Parties and their respective counsel acknowledge that they have carefully

read and fully understand the provisions of this Agreement, that they have been given a reasonable period of time to consider the terms

of this Agreement, and that they enter into this Agreement knowingly and voluntarily and not as a result of any pressure, coercion, or

duress and thus no party shall attempt to invoke the rule of construction to the effect that ambiguities, if any, are to be resolved

against the drafting party.

Severability. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, void,

or otherwise unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated

in any way.

10.

Choice of Law and Venue. This Agreement will be governed as to validity, interpretation, construction, effect and in all

other respects by the internal laws of the State of New York. The Company and Investor each (i) agree that any legal suit, action

or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the New York State Supreme Court, County

of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection to the venue

of any such suit, action or proceeding, and the right to assert that such forum is an inconvenient forum, and (iii) irrevocably

consents to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern

District of New York in any such suit, action or proceeding. Each of the Company and Investor further agrees to accept and acknowledge

service of any and all process that may be served in any such suit, action or proceeding in the New York State Supreme Court, County

of New York, or in the United States District Court for the Southern District of New York and agree that service of process upon it mailed

by certified mail to its address set forth for notices herein shall be deemed in every respect effective service of process in any such

suit, action or proceeding.

11.

Entire, Final and Binding Agreement. Each of the Parties acknowledges and agrees that this Agreement

is the final and binding Agreement between them concerning the matters released. This writing contains the entire Agreement of the Parties

and, in entering into this Agreement, each of the Parties acknowledges that it has not relied on any promise, agreement, representation

or statement, whether oral or written, that is not expressly set forth in this Agreement.

12.

Amendments or Waivers. No change to or modification of this Agreement shall be valid or binding unless it is in writing

and signed by the Parties.

13.

Counterparts. This Agreement may be signed in counterparts and, if so signed, this Agreement shall have the same force

and effect as if signed at the same time. A facsimile, docusign or PDF signature shall be deemed to be an original signature for all

purposes.

14.

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall

be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication

is delivered via e-mail at the email addresses set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City

time) on a business day, (b) the next business day after the date of e-mail, if such notice or communication is delivered via email at

the email address set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York

City time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized

overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices

and communications shall be as set forth above.

15.

Reaffirmation. The Company hereby: (x) reaffirms its Obligations (as defined in the Loan and Security Agreements), (y)

further ratifies and reaffirms the validity and enforceability of all of the Liens heretofore granted, pursuant to and in connection

with the Loan and Security Agreements, each Guaranty and any other Loan Document to the Agent for the holders of the Existing Notes and

(z) acknowledges that all of such Liens and all Collateral (as defined in the Loan and Security Agreements) heretofore pledged as security

for such Obligations, continue to be and remain collateral for such Obligations from and after the date hereof. For the avoidance of

doubt, each Loan Document remains in full force and effect. The Company hereby acknowledges that the transactions contemplated hereby

are not in any way intended to impair or affect the Liens granted, pledged or assigned by the Company to the Agent for the holders of

the Existing Notes in accordance with the terms of the Loan and Security Agreements.

16.

8-K Filing. The Company shall, on or before 9:30 a.m., New York City time, on or before the date that is four (4) business

days from the date hereof, issue a Current Report on Form 8-K attaching this letter agreement as an exhibit thereto (including all attachments,

the “8-K Filing”) disclosing all material terms of the transactions contemplated hereby. From and after the filing

of the 8-K Filing, the Investor shall not be in possession of any material, nonpublic information received from the Company or any of

its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 8-K Filing.

The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Investor with any

material, nonpublic information regarding the Company from and after the filing of the 8-K Filing without the express written consent

of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s

express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to

the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to,

or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent

or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Investor in any

filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the

filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,

whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees

or agents, on the one hand, and the older or any of its affiliates, on the other hand, shall terminate and be of no further force or

effect. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in

securities of the Company.

17.

Effective Date. This Agreement shall be effective (the “Effective Date”) upon the later of (x) the due

execution and delivery by the parties hereto of this Agreement and (y) the payment by the Company to Kelley Drye & Warren LLP of

a non-accountable amount of $35,000 for the fees and expenses in connection with the Interim Forbearance Agreement and this Agreement.

18.

PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) any Existing Note is placed in the hands of an attorney for

collection or enforcement or is collected or enforced through any legal proceeding or the Investor otherwise takes action to collect

amounts due under this Agreement or any Existing Note or to enforce the provisions of this Agreement or any Existing Note or (b) there

occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and

involving a claim under this Agreement or any Existing Note, then the Company shall pay the costs incurred by the Investor for such collection,

enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,

attorneys’ fees and disbursements. The Company expressly acknowledges and agrees that no amounts due under this Agreement or any

Existing Note shall be affected, or limited, by the fact that the purchase price paid for the Existing Notes and/or any payments hereunder

was less than the original principal amount thereof.

[The

remainder of the page is intentionally left blank]

WITNESS WHEREOF, expressly intending to be legally bound, the Parties through their duly authorized agents, have executed this Agreement

as of the date set forth above, effective as of the Effective Date.

VIVAKOR,

INC.

CEDARVIEW

OPPORTUNITIES MASTER FUND LP

By:

Name:

Title:

Address:

E-mail:

Acknowledges

and agreed

as of the date set forth above,

effective as of the Effective Date

CEDARVIEW CAPITAL

MANAGEMENT, LLC,

as Agent

By:

Name:

Title:

Address:

E-mail:

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