vivakor_s1a-ex1007.htm


    Exhibit 10.7

     

    
 

    Subscription
Agreement

     

    VivaKor,
Inc.

     

    1.           Investment.

    (a) The
undersigned (“Buyer”) subscribes for __________ Shares of Common Stock of
VivaKor, Inc. at $0.23 per share.

    (b)  Total
subscription price ($0.23 times number of Shares):
$__________________

    


    
      	
            	
              PLEASE MAKE CHECKS PAYABLE
      TO:

            	
              Wilson, Haglund &
      Paulsen, P.C.

               FBO: VivaKor,
Inc

            


    

    .

    


    2.           Investor
Information.

    Name (type or
print)                                                                         SSN/EIN/Taxpayer
I.D.

    


    ___________________________________                        ________________________

    E-mail
address: __________________________________________________________

    Address:
______________________________________________________________

    Joint
Name (type or
print)                                                                SSN/EIN/Taxpayer
I.D.

    ___________________________________                           _______________________

    E-mail
address: __________________________________________________________

    Address:
______________________________________________________________

    


    Mailing
Address (if different from
above):__________________________________________________

    Street                                City/State                                Zip

    


    Business
Phone: ( ) ___________________ Home Phone: ( ) __________________

    


    3.           Type of Ownership. (You must
check one box)

    


    [  ]
Individual                                           [
 ] Custodian for _______________________________

    [  ]
Tenants in
Common                                                      [ 
] Uniform Gifts to Minors Act of the State of: _______

    [  ]
Corporation (Inc., LLC, LP) Please List all officers, directors, partners,
managers, etc.: 

    ____________________________________________________________________

    ________________________________________________________________________

    [  ]
Joint Tenants with rights of Survivorship

    [  ]
Partnership (Limited Partnerships use “Corporation”)

    [  ]
Trust

    [  ]
Community Property

    [  ]
Other (please explain)
_________________________________________________

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    4.           Further
Representations, Warrants and Covenants. Buyer hereby represents,
warrants, covenants and agrees as follows:

    


    
      	
              (a)  

            	
              Buyer
      is at least eighteen (18) years of age with an address as set forth in
      this Subscription Agreement.

            


    

    
      	
              (b)  

            	
              Except
      as set forth in the Prospectus and the exhibits thereto, no
      representations or warranties, oral or otherwise, have been made to Buyer
      by the Company or any other person, whether or not associated with the
      Company or this offering. In entering into this transaction, Buyer is not
      relying upon any information, other than that contained in the Prospectus
      and the exhibits thereto and the results of any independent investigation
      conducted by Buyer at Buyer’s sole discretion and
  judgment.

            


    

    
      	
              (c)  

            	
              Buyer
      understands that his or her investment in the Shares is speculative and
      involves a high degree of risk, and is not recommended for any person who
      cannot afford a total loss of the investment. Buyer has read and
      understands the “Risk Factors” set forth in the
      Prospectus.  Buyer is able to bear the economic risks of an
      investment in the Offering and at the present time can afford a complete
      loss of such investment.

            


    

    
      	
              (d)  

            	
              Buyer
      is under no legal disability nor is Buyer subject to any order, which
      would prevent or interfere with Buyer’s execution, delivery and
      performance of this Subscription Agreement or his or her purchase of the
      Shares. The Shares are being purchased solely for Buyer’s own account and
      not for the account of others and for investment purposes
      only.

            


    

    
      	
              (e)  

            	
              Buyer
      has (i) adequate means of providing for his or her current financial needs
      and possible personal contingencies, and no present need for liquidity of
      the investment in the Shares, and (ii) a liquid net worth (that is, net
      worth exclusive of a primary residence, the furniture and furnishings
      thereof, and automobiles) which is sufficient to enable Buyer to hold the
      Shares indefinitely.

            


    

    
      	
              (f)  

            	
              If
      the Buyer is acting without a Purchaser Representative, Buyer has such
      knowledge and experience in financial and business matters that Buyer is
      fully capable of evaluating the risks and merits of an investment in the
      Offering.

            


    

    
      	
              (g)  

            	
              Buyer
      has been furnished with the Prospectus. Buyer understands that Buyer shall
      be required to bear all personal expenses incurred in connection with his
      or her purchase of the Shares, including without limitation, any fees
      which may be payable to any accountants, attorneys or any other persons
      consulted by Buyer in connection with his or her investment in the
      Offering.

            


    

    


    5.           Indemnification

    


    Buyer acknowledges an understanding of
the meaning of the legal consequences of Buyer’s representations and warranties
contained in this Subscription Agreement and the effect of his or her signature
and execution of this Agreement, and Buyer hereby agrees to indemnify and hold
the Company and each of its officers and/or directors, representatives, agents
or employees, harmless from and against any and all losses, damages, expenses or
liabilities due to, or arising out of, a breach of any representation, warranty
or agreement of or by Buyer contained in this Subscription
Agreement.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    6.           Acceptance of
Subscription

    


    It is understood that this subscription
is not binding upon the Company until accepted by the Company, and that the
Company has the right to accept or reject this subscription, in whole or in
part, in its sole and complete discretion. If this subscription is rejected in
whole, the Company shall return to Buyer, without interest, the Payment tendered
by Buyer, in which case the Company and Buyer shall have no further obligation
to each other hereunder. In the event of a partial rejection of this
subscription, Buyer’s Payment will be returned to Buyer without interest,
whereupon Buyer agrees to deliver a new payment in the amount of the purchase
price for the number of Shares to be purchased hereunder following a partial
rejection of this subscription.

    


    7.           Governing
Law

    


    This Subscription Agreement shall be
governed and construed in all respects in accordance with the laws of the State
of Nevada without giving effect to any conflict of laws or choice of law
rules.

    


    IN WITNESS WHEREOF, this
Subscription Agreement has been executed and delivered by the Buyer and by the
Company on the respective dates set forth below.

    


    

      


      
        	
                Signature
      of Buyer

              	
                Investor’s
      Subscription

              
	 
      	
                Accepted
      this___ day of ________ , 200__

              
	 
      	 
      
	
                By:
      _______________________________

              	
                By:
      ________________________________

              
	
                 Printed
      Name

              	
                VivaKor,
      Inc.

              
	 
      	 
      
	
                Date:
      ________________

              	
                Accepted
      By: ________________________

              


      

      


      Deliver
completed subscription agreements and checks to:

      VivaKor,
Inc.

      c/o
Wilson, Haglund & Paulsen, P.C..

      9110
Irvine Center Drive

      Irvine,
CA 92618