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.











 


 


 






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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]


 


 


 






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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: _____________________________


 


 


 


 






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