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


 


 






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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.


 


 






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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.


 


 






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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;


 


 






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(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.


 


 






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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.


 


 






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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.


 


 






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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, 5th 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]


 






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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]