Exhibit 10.7


 


AMENDMENT NO. 3


TO


LOAN AGREEMENT


 


This Amendment No. 3 to Loan Agreement (this “Amendment”)
is made as of September 3, 2021, by and between VISIONARY PRIVATE EQUITY GROUP I, LP, a Missouri limited partnership (the “Lender”),
and VICTORY OILFIELD TECH, INC. (formerly Victory Energy Corporation), a Nevada corporation (the “Borrower”).
Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Loan Agreement (as defined below).


 


RECITALS


 


A. On April 10, 2018, Borrower and Lender entered
into a Loan Agreement (as amended by Amendment No. 1 and Amendment No. 2, each as defined below, the “Loan Agreement”),
pursuant to which the Borrower may request a loan (the “Loan”) from the Lender of up to $2,000,000 (the “Loan
Amount”). The Lender has indicated that upon the request of the Borrower it may, in its sole discretion, advance amounts to
the Borrower up to the Loan Amount.


 


B. On October 30, 2020, the Borrower and the Lender
entered into Amendment No. 1 to the Loan Agreement, pursuant to which the loan amount was increased to $3,000,000 (“Amendment
No. 1”).


 


C. On January 31, 2021, the Borrower and the Lender
entered into Amendment No. 2 to the Loan Agreement, pursuant to which the loan amount was increased to $3,500,000 (“Amendment
No. 2”).


 


D. The Loan is secured by a first priority security
interest in all of the assets of the Borrower.


 


E. As of December 31, 2020, the outstanding balance
on the Note (as defined below) was $3,081,676 of which $177,000 is Original Issue Discount. From January 1, 2021 to the date hereof, the
Lender has advanced an additional $278,100 under the Note (the “Advance”).


 


F. The parties desire to amend the Loan Agreement
as set forth herein, to increase the Loan Amount to $4,000,000 (the “New Loan Amount”), to cover the Advance and Borrower’s
working capital needs. The Lender has indicated that upon the request of the Borrower it may, in its sole discretion, advance amounts
to the Borrower up to the New Loan Amount.


 






     


     


    

 


AGREEMENTS


 


1. Agreement. Except as specifically modified
by this Amendment, the terms and conditions of the Loan Agreement and the Note, shall remain in full force and effect. In the event of
any inconsistency between the terms of this Amendment and the terms of the Loan Agreement and/or the Note, the terms of this Amendment
shall control.


 


2. Amendments. (a) Section
2.1 of the Loan Agreement is hereby deleted and replaced in its entirety as follows:


 


“2.1 Loan. On the terms and
subject to the conditions hereinafter set forth, the Lender may, in its sole discretion and upon the written request of the Borrower,
loan to the Borrower up to the sum of $4,000,000.”


 


(b) Section 2.2 of the Loan Agreement is hereby
amended such that the form of Note, as attached as Exhibit A thereto, is hereby amended and restated in its entirety as set forth in Exhibit
A hereto.


 


3. Effective Immediately. The terms
of this Amendment shall be effectively immediately upon execution of same.


 


4. Entire Agreement. This Amendment
and the Loan Agreement and the Note constitute the entire agreement and understanding between the parties with regard to the subject
matter hereof and supersede any prior written or oral agreements. Any modifications to this Amendment or the Loan Agreement or the Note
must be in writing and signed by the authorized representatives of the Parties.


 


5. Choice of Law and Jurisdiction.
The laws of the State of Texas shall apply to and control any interpretation, construction, performance or enforcement of this Amendment.


 


6. Counterparts and Facsimile or Electronic
Signatures. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of
which, taken together, shall constitute one agreement. A facsimile or electronic signature, including through technology such as DocuSign,
to this Amendment shall be deemed an original and binding upon the party against whom enforcement is sought.


 


[SIGNATURE PAGE FOLLOWS]


 






    2


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.


 


 


	 	LENDER:
	 	 
	 	VISIONARY PRIVATE EQUITY GROUP I, LP,
	 	BY: VISIONARY PE GP I, LLC,

its General Partner
	 	 	 
	 	By:	/s/ Ronald Zamber
	 	Name: 	Ronald Zamber
	 	Title:	Senior Managing Director


 


	 	Address: 	1520 South Fifth Street
	 	 	Suite 308
	 	 	St. Charles, MO 63303


 


	 	BORROWER:
	 	 
	 	VICTORY OILFIELD TECH, INC.
	 	 	 
	 	By:	/s/ Kevin DeLeon
	 	Name: 	Kevin DeLeon
	 	Title:	Chief Executive Officer


 


	 	Address:	3355 Bee Caves Road
	 	 	Suite 608
	 	 	Austin, TX 78746


 



     


     


    

 


EXHIBIT A


 


FORM OF AMENDED AND RESTATED NOTE 


 


(See Attached)