EXHIBIT 10.28


 





MASTER REVOLVING NOTE





 


	
    MAXIMUM AMOUNT

    Up to $400,000.00
	
    NOTE DATE

    March 10, 2021
	
    MATURITY DATE

    March 10, 2023



 


On the Maturity Date, stated above, for value
received, VIVAKOR, INC., a Nevada corporation (“The Company”), promises to pay, to the order of TriValley, an international
entity formed under the laws of Qatar, or his nominee (“Holder”), at a place designated by the Holder, the sum of all
Advances (as defined below) up to the principal amount FOUR HUNDRED THOUSAND DOLLARS ($400,000.00), or so much of said sum as has been
advanced and is then outstanding hereunder, together with interest thereon as hereafter set forth. This Promissory Note, as may be amended
or supplemented from time to time, shall be referred to herein as the “Note”.


 


This Note shall not bear interest.


 


From time to time, the Company may request, and
Holder may, in its sole discretion, approve an advance (each an “Advance”) under this Note; provided that the amount
of the Advance, together with all other advances under the Note, shall not exceed the maximum amount set forth above.


 


The principal amount payable under this Note shall
be the sum of all advances made by the Holder to or at the request of the undersigned, less principal payments actually received in cash
by the Holder. The books and records of the Company shall be the best evidence of the principal amount owing at any time under this Note
and shall be conclusive absent manifest error. At no time shall the Holder be under any obligation to make any advances to the undersigned
pursuant to this Note (notwithstanding anything expressed or implied in this Note or elsewhere to the contrary, including without limit
if the Holder supplies the undersigned with a borrowing formula) and the Holder, at any time and from time to time, without notice, and
in its sole discretion, may refuse to make advances to the undersigned without incurring any liability due to this refusal and without
affecting the undersigned's liability under this Note for any and all amounts advanced.


 


General Payment Provisions. 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 as the Lender may designate by written notice to the Borrower in accordance with the provisions of this Note. Whenever
any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due
on the next succeeding Business Day. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday
or a day on which commercial banks in the State of New York are authorized or required by law or executive order to remain closed.


 


Optional Prepayment. At any time, upon
receiving the written consent of the Lender, the Borrower may pre-pay this Note without penalty and, upon such prepayment in full, the
Lender shall have no further rights under this Note, including no rights of conversion.


 


Defaults and Remedies.


 


(a)              
Events of Default. An “Event of Default” means: (i) a default for five (5) days in payment of principal or interest
on this Note; (ii) failure by the Borrower to comply with any material provision of this Note; (iii) the Borrower, pursuant to or within
the meaning of any Bankruptcy Law (as defined herein): (A) commences a voluntary case; (B) consents to the entry of an order for relief
against it in an involuntary case; (C) consents to the appointment of a Custodian (as defined herein) of it or for all or substantially
all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally unable
to pay its debts as the same become due; or (iv) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (A) is for relief against the Borrower in an involuntary case; (B) appoints a Custodian of the Borrower for all or substantially
all of its property; or (C) orders the liquidation of the Borrower, and the order or decree remains unstayed and in effect for sixty (60)
days. “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors. The term
“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


 


 






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(b)              
Remedies. If an Event of Default occurs and is continuing, the Lender, may declare all of this Note to be due and payable immediately.
The Lender, shall have all rights available to it at law or in equity. Upon the occurrence of an Event of Default, the interest on this
Note shall immediately accrue at the Default Rate. The Lender, may assess reasonable attorneys’ fees, paralegals’ fees and
costs and expenses incurred or anticipated by the Lender 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 Borrower hereunder, 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 Lender at law, in
equity, or under this Note. In connection with the Lender’s rights hereunder upon an Event of Default, the Lender need not provide,
and the Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and the Lender, 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.


 


Lost or Stolen Note. Upon notice to the
Borrower 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 Lender to the Borrower in a form reasonably acceptable to the Borrower and, in the case of mutilation, upon surrender
and cancellation of the Note, the Borrower shall execute and deliver a new Note of like tenor and date and in substantially the same form
as this Note; provided, however, the Borrower shall not be obligated to re-issue a Note if the Lender contemporaneously requests
the Borrower to convert such remaining principal amount and interest into Common Stock.


 


Cancellation. After all principal and accrued
interest at any time owed on this Note has been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to
the Borrower for cancellation and shall not be re-issued.


 


Waiver of Notice. To the extent permitted
by law, the Borrower hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note.


 


Governing Law. This Note shall be construed
and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note
shall be governed by, the laws of the State of [•], without giving effect to provisions thereof regarding conflict of laws. Each
party hereto hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in [•] in the State
of [•]for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by sending by certified mail or overnight courier a copy thereof to such party
at the address indicated in the preamble hereto and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


Indemnity and Expenses. The Borrower agrees:


 


(a)       To
indemnify and hold harmless the Lender and each of its partners, employees, agent and affiliates from and against any and all claims,
damages, demands, losses, obligations, judgments and liabilities (including, without limitation, attorneys’ fees and expenses) in
any way arising out of or in connection with this Note; and


 


(b)       To
pay and reimburse the Lender upon demand for all costs and expenses (including, without limitation, attorneys’ fees and expenses)
that the Lender may reasonably incur in connection with (i) the exercise or enforcement of any rights or remedies (including, but not
limited to, collection) granted hereunder or otherwise available to it (whether at law, in equity or otherwise), or (ii) the failure by
the Borrower to perform or observe any of the provisions hereof. The provisions of this Section shall survive the execution and delivery
of this Note, the repayment of any or all of the principal or interest owed pursuant hereto, and the termination of this Note.


 


 


 


 






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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, at law or in equity.


 


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 Borrower and the Lender and shall not be construed against any person as the drafter hereof.


 


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.


 


Notice. Notice shall be given to each party
at the address indicated in the preamble or at such other address as provided to the other party in writing.


 


[signature page follows]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the
parties have caused this Note to be executed on and as of the Issuance Date.


 


THE COMPANY:


 


VIVAKOR, INC.


 


 


 


By: /s/ Matthew Nicosia


Name: Matthew Nicosia


Title: Chief Executive Officer


 


 


 


HOLDER:


 


TriValley


 


 


 


By: /s/ Garen Kolajian


Name: Garen Kolajian


Title: President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 



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ADVANCE SCHDEULE


 


	Period	Amount of Advance	Amount of Payment	Balance Owing
	
     

    As of March 10, 2021
	
     

    $295,543.48
	
     

    -
	
     

    $295,543.48

	
     

     
	
     

     
	
     

     
	
     

     

	
     

     
	
     

     
	
     

     
	
     

     

	
     

     
	
     

     
	
     

     
	
     

     

	
     

     
	 	 	 
	
     

     
	 	 	 
	
     

     
	 	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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