What changed in this filing

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Item 1. Business

2024-04-17 compared with 2023-05-25 · 646 added, 522 removed, 50 unchanged (96% of the section changed)

Vivakor, Inc.

is a socially responsible operator,

acquirer and developer of technologies and assets in the oil and gas industry, as well as, related environmental solutions.

our efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated soil

remediation services.

One of our facilities sells crude oil in amounts up to 60,000 barrels per month under agreements with a large energy

is a socially responsible

operator, acquirer and developer of technologies and assets in the oil and gas industry, as well as related environmental solutions.

Currently, our efforts are primarily focused on operating crude oil gathering, storage and transportation facilities, as well as contaminated

soil remediation services.

One of our facilities sells crude oil in amounts up to 60,000 barrels per month under agreements with a large

energy company.

A different facility owns a 120,000 barrel crude oil storage tank near Colorado City, Texas.

The storage tank is presently connected

to the Lotus pipeline system, and we plan to further connect the tank to major pipeline systems.

Our soil remediation services specialize

in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by, or laden with, heavy crude

oil and other hydrocarbon-based substances.

Our patented process allows us to successfully recover the hydrocarbons which we believe could

then be used to produce asphaltic cement and/or other petroleum-based products.

of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC

On June 15, 2022, we entered into a Membership

Interest Purchase Agreement(the “MIPA”), with Jorgan Development, LLC, a Louisiana limited liability company (“Jorgan”)

and JBAH Holdings, LLC, a Texas limited liability company (“JBAH” and, together with Jorgan, the “Sellers”), as

the equity holders of Silver Fuels Delhi, LLC, a Louisiana limited liability company (“SFD”) and White Claw Colorado City,

LLC, a Texas limited liability company (“WCCC”) whereby, at closing, which occurred on August 1, 2022, the Company acquired

all of the issued and outstanding membership interests in each of SFD and WCCC (the “Membership Interests”), making SFD and

WCCC wholly owned subsidiaries of the Company.

The purchase price for the Membership Interests is approximately $32.9 million, after post-closing

adjustments, paid for by the Company with a combination of shares of the Company’s common stock, amount equal to 19.99% of the number

of issued and outstanding shares of the Company’s common stock immediately prior to issuance, secured three-year promissory notes

made by the Company in favor of the Sellers.

The MIPA is also subject to unwinding in the event of a breach of a material term of the

MIPA, as set forth in the MIPA.

MIPA contains customary representations and warranties, pre- and post-closing covenants of each party and customary closing condition.

principal amount of the Notes, together with any and all accrued and unpaid interest thereon, will be paid to the Sellers on a monthly

basis in an amount equal to the Monthly Free Cash Flow beginning on August 20, 2022, and continuing thereafter on the twentieth

(20th) calendar day of each calendar month thereafter, as set forth in the MIPA.

in any way limiting the foregoing, the then outstanding principal amount of the Notes, together with any and all accrued and unpaid interest

thereon, will be due and payable in full in cash or unrestricted common stock of the Company on or prior to the three-year anniversary

of the date of issuance, as set forth in the MIPA.

obligations of the Company under the MIPA are secured by the membership units of SFD and WCCC.

timely and full payment of any and all principal, interest and other amounts due and owing to the Sellers pursuant to the Notes and the

other transaction documents and the payment of any and all other obligations owed to the Sellers by the Company under the Notes or thereunder

are guaranteed solely by, and to the extent set forth in, the Guaranty Agreements between each of the Sellers and SFD and WCCC.

operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

existing agreements, a subsidiary of a large NYSE traded energy company (the “Purchaser”) is obligated to purchase crude

oil from SFD in amounts up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts greater

than 60,000 barrels of crude oil per month.

Additionally, for a period of 10 years, SFD is, under existing crude oil supply agreements

with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of crude oil sold thereunder.

At present, SFD

is gathering and selling approximately 1,400 to 1,700 barrels of crude oil on a daily basis.

Additionally, the acquisition of SFD would

provide the Company with the infrastructure needed to place a Remediation Processing Machine (“RPC”) to clean soil which

has been contaminated by hydrocarbons as well as tank bottom sludge.

Management believes SFD’s location in the heart of the Smackover

formation would provide the Company with access to significant amounts of tank bottom sludge and contaminated soil.

operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

The storage tank

is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to a major pipeline system.

the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years.

As with SFD, WCCC would

provide the Company with the infrastructure to process and sell oil which has been recovered via a RPC machine from tank bottom sludge

and contaminated soil which exists in the Permian Basin.

On April 26, 2022,

our subsidiary Vivaventures Energy Group, Inc., entered into a Product Off-Take Agreement (the “Off-Take Agreement”), with

Hot Oil Transport, LLC, a Nevada limited liability company (“HOT”).

Pursuant to the Off-Take Agreement, the Company plans

to produce asphalt that meets certain specifications from its Vernal, Utah RPC plant.

HOT will be obligated to purchase from the Company

certain quantities of the product from the plant once the plant begins to produce the product, on the terms and conditions set forth in

the Off-Take Agreement.

The quantity of the product to be sold and purchased pursuant to this Agreement will be (i) 1,000 tons of the

product per week, or (ii) the entirety of any lesser amount that may be produced by the Company during any given week.

The Off-Take Agreement

sets for forth the rates for the sale and purchase of up to 1,000 tons of product per week.

The Off-Take Agreement provides for an initial

term of ten years.

The Off-Take Agreement will automatically renew for two successive ten-year terms, subject to the Company’s right

to continue operating at the current Plant site, unless either party terminates the Off-Take Agreement by written notice to the other

party not less than three months prior to the expiration of the term.

During a term, the Off-Take Agreement can only be terminated for

(i) abandonment or termination of Project by the Company;

(ii) default by the other party;

or (iii) in connection with occurrence of a

force majeure.

Currently the operations at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

are not currently producing product toward the Off-Take Agreement due to these recent developments.

We continue to assess the impact of

these limitations on this agreement and ancillary agreements.

Lease Agreement

On December 16, 2022, our subsidiary, Vivaventures

Remediation Corp.

entered into a Land Lease Agreement (the “Land Lease”) with W&P Development Corporation, under which

we agreed to lease approximately 3.5 acres of land in Houston, Texas (commonly known as The San Jacinto River & Rail Park, 18511 Beaumont

Highway, Houston, Texas).

The Land Lease is for an initial term of 126 months and may be extended for an additional 120 months at our

Our monthly rent is $0 for the first three months and then at month 4 it is approximately $7,000 (based on a 50% reduction)

and increases to approximately $13,000 in month 7 and then increases annually up to approximately $16,000 per month by the end of the

initial term.

We plan to place one or more of our RPC machines on the property, as well as store certain equipment.

The storage tank is presently

connected to the Lotus pipeline system, and we plan to further connect the tank to major pipeline systems.

Our soil remediation services

specialize in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by, or laden with,

heavy crude oil and other hydrocarbon-based substances.

Our patented process allows us to successfully recover the hydrocarbons which

we believe could then be used to produce asphaltic cement and/or other petroleum-based products.

and Security Agreement and Issuance of a Secured Promissory Note

February 5, 2024, we issued a secured promissory note (the “Note”) due as described below, to Cedarview Opportunities

Master Fund LP (the “Lender”), in the principal amount of $3,000,000 (the “Principal Amount”), in relation

to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Agreement”).

Company will use the proceeds of the Note for general working capital purposes and to repay certain indebtedness.

The Company received

the funds on February 6, 2024, minus a 3% origination fee.

secure repayment of the Note, the Company issued the Lender a security interest in the assets of the Company and its subsidiaries.

The Company also issued an irrevocable letter to its transfer agent to reserve 3,000,000 shares of its common stock until the Note

If the Company defaults on the repayment of the Note, then the transfer agent will transfer the shares to the Lender

for the Lender to sell until the amounts due under the Note are repaid in full and return any remaining shares.

Company will repay the amounts due under the Note as follows:

first three months are interest only payments, which the Company

prepaid at Closing, and then twelve equal monthly installment payments of interest plus $250,000, which must be made on or before

May 5, 2025 (the Maturity Date).

Company paid a finder $70,000 in relation to obtaining the loan and issued the Lender 300,000 shares of its common stock, restricted

in accordance with Rule 144, as additional consideration for the loan.

summary is not a complete description of all of the terms of the Agreement and the Note and is qualified in its entirety by reference

to the full text of the Agreement and the Note, which are filed as Exhibit 10.45 hereto, which are

incorporated by reference into this 10-K.

Agreement with Empire

Merger Agreement

February 26, 2024 (the “Execution Date”), we (the “Parent”), entered into an Agreement and Plan of

Merger (the “Merger Agreement”) with Empire Energy Acquisition Corp., a Delaware corporation and wholly owned subsidiary

of the Parent (“Merger Sub”), and Empire Diversified Energy, Inc., a Delaware corporation (“Empire” and

collectively with the Parent and Merger Sub, the “Parties”).

Pursuant to the Merger Agreement, on the Closing Date,

subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Empire (the “Merger”),

with Empire surviving the Merger as a wholly owned subsidiary of the Parent (the “Surviving Company”).

terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

a result of the Merger, at Closing, all shares of Empire’s common stock, par value $0.00001 per share (the “Empire

Common Stock”), on a fully diluted and as converted basis, shall be converted into and exchanged for the right to receive

an aggregate of 67,200,000 shares (the “Consideration Shares”) of the Parent’s common stock, par value $0.001

per share (the “Parent Common Stock”), valued at $1.00 per share of Parent Common Stock for an aggregate value equal

to $67,200,000.

Representations

and Warranties;

to the Merger Agreement, the Parties made customary representations and warranties for transactions of this type;

that the Parties agreed that each of the Parent and Empire shall deliver fully completed copies of their respective disclosure

schedules as soon as reasonably practicable, but in no event later than 14 days following the Execution Date.

Both Parties shall

have sixty (60) days from the Execution Date (the “Diligence Expiration Date”) to conduct due diligence review of the

other Party, giving rise to the termination right by either Party until the Diligence Expiration Date.

to the Merger Agreement, at the Closing, Empire is required to have a minimum of $2,500,000 of unrestricted net cash on its books

(“Net Minimum Cash”), which Net Minimum Cash shall be available to the Parent following the Closing.

Statement and Proxy

promptly as practicable following the date the Net Minimum Cash is obtained pursuant to the Merger Agreement, but in no event after

the later of the (i) 45 th day following the Execution Date and (ii) 10 th day following the date the Net Minimum

Cash is obtained, so long as the Parent has received all necessary information from Empire, the Parent shall file with the U.S.

Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”)

relating to, among other things, the registration of the Consideration Shares issuable to the Empire Stockholders pursuant to the

Merger Agreement, including the Proxy Statement portion thereof relating, among other things, to the approval of the Proposals

(as defined below) to be voted on at the Parent Stockholders Meeting (as defined below).

Stockholders Meeting

promptly as practicable following the date on which the Registration Statement is declared effective by the SEC pursuant to the

Securities Act of 1933, as amended (the “Securities Act”), and after reasonable consultation with Empire, the Parent

shall establish the record date, and duly call, give notice of, convene and hold the a special meeting of the stockholders of the

Parent (the “Parent Stockholders Meeting”) in accordance with Nevada law (and in any event within 10 Business Days

after the date of effectiveness of the Registration Statement, unless otherwise required by applicable Laws).

At such Parent Stockholders

Meeting, the Parent’s board of directors (the “Board”) is to recommend that the Parent Stockholders approve and

adopt the following proposals (the “Proposals”):

(i) the Merger Agreement, the Merger, the Ancillary Agreements and

the Transactions;

(ii) for purposes of complying with Nasdaq listing Rule 5635(a), (b) and (d), the issuance of the Consideration

Shares to the Empire Stockholders as contemplated in the Merger Agreement;

(iii) the adjournment of such Parent Stockholders Meeting

as permitted by Section 5.08 of the Merger Agreement;

and (iv) any other proposal or proposals that the Parent reasonably

deems necessary or desirable to consummate the transactions contemplated by the Merger Agreement (collectively, the “Parent

Board Recommendations”).

of Directors and Officers

the Closing, (i) the number of members of the Board shall be fixed at seven, and (ii) the members of the Board shall be (A) James

Ballengee, who shall serve as Chairman, (B) three (3) members to be chosen by Empire, (C) two (2) members to be chosen by the Parent,

and (D) one (1) member to be chosen by both the Parent and Empire.

At least four (4) of the individuals identified in (B), (C),

and (D) shall qualify as independent directors under the rules of the Nasdaq Stock Market LLC (“Nasdaq”).

If any individual

identified in (B) of the foregoing clause (ii) is unable or unwilling to serve in such capacity, Empire may choose a successor

but not less than five (5) days in advance of the Closing or such earlier period as may be required by disclosure requirements

under applicable Law.

If any individual identified in (C) of the foregoing clause (ii) is unable or unwilling to serve in such

capacity, the Parent may choose a successor but not less than five days in advance of the Closing or such earlier period as may

be required by disclosure requirements under applicable Law.

and after the Effective Time, James Ballengee shall continue to serve as the Parent’s Chief Executive Officer until the earlier

of the Board’s appointment of a successor or Mr.

Ballengee’s death, resignation, termination or removal.

to Each Party’s Obligations to Consummate the Transactions

respective obligation of each Party to effect, or cause to be effected, the Transactions, including the Merger, is subject to the

satisfaction on or before the Closing Date of each of the following conditions, unless waived in writing by each of Parent and

(a) the Parent Board Recommendations have been approved by the required Parent Stockholders at the Parent Stockholders

(b) the Merger Agreement and the Merger shall have been duly adopted by the required Empire Stockholders;

Statement shall have become effective;

(d) the Parties shall have received all approvals with any Governmental Authority necessary

to consummate the Transactions, including, but not limited to, the expiration or termination of the waiting period under the HSR

Act, if applicable;

(e) there shall not have been enacted, promulgated or made effective after the Execution Date any Law or Orders

by a Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits or makes illegal, or any Legal Action

by any Governmental Authority seeking to enjoin or prohibit or make illegal, consummation of the Transactions and there shall not

be in effect any injunction (whether temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction

that enjoins or otherwise prohibits consummation of the Transactions;

(f) the Parent shall have obtained a Fairness Opinion concluding

that the Merger and the related Transactions are fair to the Parent Stockholders from a financial point of view;

(g) the executed

Lock-Up Agreement has been delivered to the Parent;

(h) the Lock-Up Extension has been delivered to Empire;

and (i) all of the

Convertible Securities of Empire have been exercised, converted or exchanged for Empire Common Stock and the Parties shall have

mutually agreed as to the treatment of warrants exercisable for shares of Empire Common Stock (the “Empire Warrants”)

at Closing provided that if the Empire Warrants have been terminated or exercised into Empire Common Stock prior to the Closing,

this condition shall have been deemed satisfied.

to Obligations of the Parent

obligations of the Parent to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction

on or before the Closing Date of the following conditions, unless waived in writing by the Parent (subject to certain qualifications

and exceptions as set forth in the Merger Agreement for each):

(A) the representations and warranties of Empire regarding the capitalization

of Empire shall be true and correct as of the Closing as though made on such date;

(B) the representations and warranties of Empire

set forth in Section 3.01 (Organization and Power), Section 3.04 (Corporate Authorizations), Section 3.06 (Capitalization)

(other than subsections (a), and (b) and (g)), and Section 3.24 (Brokers) shall be true and correct in all material respects

as of the Closing as though made on such date;

III shall be true and correct, in each case as of the Closing as though made on such date;

(D) each of the covenants of Empire

to be performed as of or prior to the Closing shall have materially been performed;

(E) there shall not have been a Company Material

Adverse Effect (as defined in the Merger Agreement);

(F) the Parent shall have received the Company Officer’s Certificate

(as defined in the Merger Agreement);

(G) Empire shall have the Net Cash Minimum on hand;

and (H) the Parent shall have received

each of the agreements, instruments and other document set forth in Section 1.11(b) of the Merger Agreement.

to Obligations of Empire

obligations of Empire to effect, or cause to be effected, the Transactions, including the Merger, are subject to the satisfaction

on or before the Closing Date of the following conditions, unless waived in writing by Empire (subject to certain qualifications

and exceptions as set forth in the Merger Agreement for each):

(A) the representations and warranties of the Parent regarding the

capitalization of the Parent shall be true and correct as of the Closing as though made on such date;

(B) the representations and

warranties of the Parent set forth in in Section 4.01 (Organization and Power), Section 4.04 (Corporate Authorizations),

Section 4.06 (Capitalization) (other than subsections (a) and (b) and (g)), Section 4.08 (Business Operations), Section 4.24

(Takeover Statutes), Section 5.22 (Opinion of Financial Advisor) and Section 4.28 (Brokers) shall be true and correct

in all material respects as of the Closing as though made on such date;

Parent contained in Article IV shall be true and correct, in each case as of the Closing as though made on such date;

of the covenants of the Parent to be performed as of or prior to the Closing shall have materially been performed;

(E) there shall

not have been a Parent Material Adverse Effect (as defined in the Merger Agreement);

(F) Empire shall have received the Parent

Officer’s Certificate (as defined in the Merger Agreement);

(G) the Parent Common Stock (i) shall be listed on Nasdaq and

(ii) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on Nasdaq nor shall (x) the Parent

have received any notice or communication from Nasdaq noting noncompliance with listing requirements or threatening suspension

or delisting of the Parent Common Stock or (y) the Parent fails to meet any of the continued listing requirements applicable to

it in order to be in compliance with all such listing and maintenance requirements;

(H) the transactions referenced in Section 6.03(f)

of the Merger Agreement have been consummated or terminated;

and (I) Empire shall have received each of the agreements, instruments,

and other documents set forth in Section 1.11(a) of the Merger Agreement.

Indemnification;

to Article VIII of the Merger Agreement, and subject to the limitations set forth therein from the date that is twelve (12) months

after the Closing, each Party agreed to indemnify and hold harmless the other party for any all Damages incurred or suffered as

a result of (a) any inaccuracy in or breach of any representation or warranty or in any certificate or instrument delivered pursuant

to the Merger Agreement and (b) any breach of any covenant or agreement of such Party as set forth in the Merger Agreement.

Section 8.04(a)

of the Merger Agreement (i) limits Empire’s ability to assert claims for Damages against the Parent unless and until the

aggregate amount of all such Damages exceeds $250,000 (the “Parent Threshold”) and (ii) caps Parent’s liability

for any indemnification payments at $500,000 (the “Parent Cap”).

Section 8.04(b)

of the Merger Agreement limits the Parent’s ability to assert claims for Damages against Empire unless and until the aggregate

amount of all such Damages exceeds $250,000 (the “Empire Threshold”).

Notwithstanding anything in the Merger Agreement

to the contrary, the Parent Threshold, the Parent Cap and the Empire Threshold shall not apply to Damages that arise from, relate

to or are accrued, suffered or incurred as a result of claims relating to fraud or intentional misrepresentation.

for claims relating to fraud or intentional misrepresentation, the sole remedy of the Parent under the Merger Agreement shall be

the Escrow Shares held pursuant to the Escrow Agreement (discussed below).

Merger Agreement may be terminated and the transactions therein may be abandoned:

(A) by mutual written consent of the Parties;

(B) by the Parent or Empire (i) within sixty (60) days from the Execution Date as a result of the terminating Party’s due

diligence review of the other Party, (ii) at any time before the Effective Time if the Closing has not occurred on or before the

date that is nine (9) months from the Execution Date (the “Termination Date”), (iii) at any time before the Effective

Time the Parent fails to obtain the vote required to pass the proposals presented at the Parent Stockholders Meeting, (iv) at any

time before the Effective Time if Empire fails to obtain the vote required to pass the proposals presented at the special meeting

of Empire’s stockholders as set forth in the Merger Agreement (the “Empire Stockholder Meeting”), or (v) at any

time before the Effective Time if any Law or Order is enacted, issued, promulgated or entered by a Governmental Authority of competent

jurisdiction (including Nasdaq) that permanently enjoins, or otherwise prohibits the consummation of the Transactions, and (in

the case of any Order) such Order has become final and non-appealable;

a Parent Adverse Recommendation Change (as defined in the Merger Agreement), (ii) if the Board recommends a Superior Proposal (as

defined in the Merger Agreement) to the Parent Stockholders or if a tender offer, exchange offer, or other transaction for any

outstanding shares of the Parent’s capital stock is commenced before obtaining the required vote at the Parent Stockholders

Meeting and if the Board fails to recommend against any such Superior Proposal within ten (10) Business Days after commencement;

(iii) if there is a material breach of Section 5.05 of the Merger Agreement, (iv) if the Parent or any of its subsidiaries

breach any of its representations, warranties, covenants or agreements in the Merger Agreement, subject to Parent’s ability

to cure such breach within the timeframe set forth in the Merger Agreement, (v) if the obligations in Section 6.01 and 6.02

of the Merger Agreement have been satisfied and the Parent has failed to fulfill its respective obligations and consummate the

Closing within three (3) Business Days following written notice that Empire is willing and able to consummate the Closing, (iv)

the Parent fails to pass the proposals at the Parent Stockholders Meeting by the Termination Date solely due to the action or inaction

of the Parent and such action or inaction constitutes a material breach of the Merger Agreement, or (vii) if Empire’s board

of directors approves termination and Empire has concurrently with such termination entered into a definitive agreement, arrangement

or understanding providing for the implementation of a Superior Proposal (Parent) (as defined in the Merger Agreement);

by the Parent if, among other things, (i) Empire breaches any of its representations, warranties, covenants or agreements contained

in the Merger Agreement, subject to Empire’s ability to cure such breach within the timeframe set forth in the Merger Agreement,

(ii) if the obligations in Section 6.01 and 6.02 of the Merger Agreement have been satisfied and Empire has failed to fulfill

its respective obligations and consummate the Closing within three (3) Business Days following written notice that Empire is willing

and able to consummate the Closing;

(iii) if Empire fails to pass the proposals presented at the Empire Stockholder Meeting by

the Termination Date, or (iv) if the Board approves termination and the Parent has concurrently with such termination entered into

a definitive agreement, arrangement or understanding providing for the implementation of a Superior Proposal (Parent) (as defined

in the Merger Agreement).

Agreements to Merger Agreement

and Support Agreements

30 days of the Execution Date, the Parent agreed to deliver the written agreement of certain directors and executive officers and

certain Parent Stockholders holding at least 51% of the voting power of Parent Common Stock (the “Relevant Parent Insiders”),

to enter into, in their capacity as stockholders, a voting and support agreement with the Parent, Empire and Merger Sub (the “Parent

Voting and Support Agreement”), pursuant to which such Relevant Parent Insiders agree to vote in favor of the adoption of

the Merger Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions,

including the Merger, in each case, on the terms set forth in the Parent Voting and Support Agreement.

30 days of the Execution Date, Empire agreed to deliver the written agreement of certain directors, executive officers and certain

Empire Stockholders holding at least 51% of the voting power of shares of Empire Common Stock (the “Relevant Empire Insiders”),

to enter into, in their capacity as stockholders, a voting and support agreement with Empire, the Parent and Merger Sub (the “Empire

Voting and Support Agreement”), pursuant to which the Relevant Empire Insiders agree to vote in favor of the adoption of

the Merger Agreement and the Transactions and to take (and refrain from taking) certain other actions in connection with the Transactions,

including the Merger, in each case, on the terms set forth in the Empire Voting and Support Agreement.

a condition to the Parent’s obligations to consummate the Transactions, at Closing, one or more Empire Stockholders representing,

individually or collectively, such number of shares of Empire Common Stock that represent not less than 65% of the issued and outstanding

shares of Empire Common Stock, in the aggregate, on a fully diluted and as-converted basis, shall enter into a lock-up agreement

(the “Lock-Up Agreement”) whereby such Empire Stockholders agree to a lock-up of their respective Consideration Shares

for a period of 12 months following the Closing.

a condition to Empire’s obligations to consummate the Transactions, at or prior to Closing, the Parent shall cause the lock-up

period contained in the lock-up agreement dated August 1, 2022 by and between the Parent and JBAH Holdings, LLC to be amended

or extended to February 1, 2025 (the “Lock-Up Extension”).

Agreement and Escrow Shares

Parties agreed to enter into an Escrow Agreement (the “Escrow Agreement”), pursuant to which certain of the Empire

Stockholders (the “Indemnifying Empire Stockholders”) are to deposit with the Escrow Agent, at Closing, an aggregate

of 5,040,000 Consideration Shares otherwise issuable to such Indemnifying Empire Stockholders (the “Escrow Shares”)

as security for the obligations of the Parent, its members, shareholders, partners, managers, directors, officers, employees and

agents, and its and their respective Affiliates (including, after the Closing, the Surviving Company), successors and permitted

assigns (each, an “Indemnified Acquiror” and together, the “Indemnified Acquirors”).

The Escrow Agreement

shall become effective on the Closing Date and terminate on the 12-month anniversary thereof (the “Escrow Termination Date”).

On the Escrow Termination Date, any Escrow Shares not previously released or distributed to cover the obligations of the Indemnified

Acquirors as set forth in the Merger Agreement shall be released to the Indemnifying Empire Stockholders.

foregoing descriptions of the Merger Agreement, the Parent Voting and Support Agreement, the Empire Voting and Support Agreement,

the Lock-Up Agreement and the Escrow Agreement do not purport to be complete and are qualified their entirety by reference to the

Merger Agreement, the form of Parent Voting and Support Agreement, the form of Empire Voting and Support Agreement, the form of

Lock-Up Agreement and the form of Escrow Agreement attached to our Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3

and 10.4, respectively, filed with the Commission on March 1, 2024.

December 5, 2023, the Company received a loan from an individual lender in the principal amount of one million dollars

($1,000,000) (the “Loan”) and, in connection therewith, the Company and agreed to issue 100,000

restricted shares of the Company’s common stock.

The Loan bears interest at the rate of 10% per annum, matures on

December 31, 2024, has been personally guaranteed by James Ballengee, the Company’s Chief Executive Officer.

is not a related party or affiliate of the Company.

foregoing is only a brief description of the material terms of and does not purport to be a complete description of the rights

and obligations of the parties to the agreements in connection with the Loan (the “Agreements”), and such description

is qualified in its entirety by reference to the full text of the Agreements, which are attached hereto as Exhibits 10.56 and 10.57.

Operations and Resulting Financial Impact

Oil Gathering, Storage and Transportation

a result of our acquisitions of WCCC and SFD we entered into the crude oil gathering, storage and transportation industry.

SFD operates a crude oil gathering, storage, and

transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

Under existing agreements, a subsidiary of a large NYSE

traded energy company (the “Purchaser”) is obligated to purchase crude oil from SFD in amounts up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts greater than 60,000 barrels of crude oil per month.

Additionally,

for a period of 10 years, SFD is, under existing crude oil supply agreements with WC Crude, guaranteed a minimum gross margin of $5.00

per barrel on all quantities of crude oil sold thereunder.

At present, SFD is gathering and selling approximately 1,400 to 2,000 barrels

of crude oil on a daily basis.

The facility has a daily capacity to gather and sell approximately 4,000 barrels of crude oil.

year ended December 31, 2022, we recognized $27,300,210 in revenue from SFD’s operations.

WCCC operates a 120,000 barrel crude oil storage

tank, in the heart of the Permian Basin, located near Colorado City, Texas.

The storage tank is presently connected to the Lotus pipeline

system and the Company intends to further connect the tank to major pipeline systems.

Under the terms of an existing agreement, WC Crude

has agreed to lease the oil storage tank for a period of 10 years.

For the year ended December 31, 2022, we recognized $758,164 in

revenue from WCCC’s operations.

Processing Centers

presently have two projects utilizing our first two manufactured RPCs - our project in Kuwait and our project in Vernal, Utah.

Kuwait, pursuant to an agreement with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”), we

will be due $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its subcontractor

services for the Kuwait Oil Company (“KOC”) Remediation Contract.

In addition, we will be due $20 per treated ton of soil

after the initial 100 tons.

The treatment process using the RPC plants is also anticipated to generate a bitumen sub-product.

agreed with DIC to sell this sub-product and share the net profits equally (50% to the us and 50% to DIC), after allocating 30% of the

net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

The operations surrounding our first RPC for this project were temporarily suspended until recently.

Pursuant to the Agreement, in 2023

we finished refurbishing the RPC and have commenced the testing operations of the first 100 tons and thereafter plan to begin remediating

the 444,311 ton stockpile.

RPC situated in Vernal, Utah has the capacity to process 500 tons or more of naturally occurring oil sands deposits per day.

that if the extracted material is composed of at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons each

day, which could then be sold for energy or converted to asphaltic cement and sold for use in roads at higher prices.

Currently the operations

at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

We are not currently producing product toward

the Off-Take Agreement due to these recent developments.

We continue to assess the impact of these limitations on this agreement and

ancillary agreements.

to our Vernal, Utah operations, we have an exclusive license agreement with TBT Group, Inc., under which we are exploring the possibilities

of embedding self-powered sensors directly into the asphaltic cement we may generate from the Vernal, Utah RPC utilizing TBT Group’s

piezo electric and energy harvesting technologies.

For the year ended December 31, 2022 we realized an impairment loss of $447,124

on this license agreement with TBT Group due to the current disruptions at the Vernal, Utah facility.

Metals Extraction Services

We previously extracted and sold precious metals

using our extraction machinery and held extracted precious metals from those operations for monetization.

The operations surrounding

our precious metals extraction services were suspended until recently, although due to these suspended activities and a shift

in 2022 of the Company’s focus to the oil and gas industry, we have realized an impairment loss of $1,166,709 surrounding our precious

metal concentrate and an impairment loss of $6,269,998 surrounding the extraction machinery, which fully impairs the precious metals assets.

subsidiaries, WCCC and SFD, are engaged in the crude oil gathering, storage and transportation industry.

operates a crude oil gathering, storage, and transportation facility located on approximately 9.3 acres near Delhi, Louisiana.

Under existing agreements, a subsidiary of a large NYSE-traded energy company (the “Purchaser”) is obligated to purchase

crude oil from SFD in amounts up to 60,000 barrels per month.

With prior approval, SFD is eligible to sell to the Purchaser amounts

greater than 60,000 barrels of crude oil per month.

Additionally, for a period of 10 years, SFD is, under existing crude oil supply

agreements with WC Crude, guaranteed a minimum gross margin of $5.00 per barrel on all quantities of crude oil sold thereunder.

At present, SFD is gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

The facility has a

daily capacity to gather and sell approximately 4,000 barrels of crude oil.

For the year ended December 31, 2023, we recognized

$59,123,647 in revenue from SFD’s operations.

operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

tank is presently connected to the Lotus pipeline system and the Company intends to further connect the tank to major pipeline

Under the terms of an existing agreement, WC Crude has agreed to lease the oil storage tank for a period of 10 years.

For the year ended December 31, 2023, we recognized $1,801,606 in revenue from WCCC’s operations.

Processing Centers and Wash Plant

presently have one project at which we plan to utilize our first two manufactured RPCs, which is our project in Kuwait.

initial RPC machine (owned by VivaVentures Royalty I, LLC) was redeployed to a new phase of the project for Kuwait Oil Company

(KOC) in partnership with Aldali Trading Company (DIC) for the Kuwait Environmental Remediation Project (KERP), which is a multi-billion

dollar project funded by the United Nations (UN) to clean up the oil that was spilled during the Gulf Wars and still polluting

DIC was a subcontractor chosen by Enshaat Al-Sayer General Trading and Contracting Co.

WLL (“Enshaat”),

the contractor chosen by KOC for the KERP, to do certain soil remediation and clean up for the KERP.

This RPC machine also was

used for trials to show the effectiveness of the RPC technology.

The polluted material contained as little as 7% oil by weight

and as much as 18% oil by weight.

All trials were overseen by Enshaat, the main contractor with KOC for the project, DIC and KOC

In all of the trials, the RPC successfully reduced the oil content in the soil to as little as 0.02% which led to us receiving

a Category A approval.

It is our understanding that we are the only technology that has been able to process soil with 18% oil

to under 1% oil (we were at 0.02% oil) and receive a Category A certification.

of these results, we were able to borrow USD $1.9 million from our partners in Kuwait to move the Remediation Processing Center that

was located in Vernal, Utah (RPC II) to Kuwait so that both machines may work on a new phase of the project in Kuwait.

arrived in Kuwait, and we are currently working on completing the civil work necessary for us to reconstruct RPC II on the site in

We are looking forward to showcasing the RPC technology to KOC management and beginning to meet our assignments within the

region, once the RPCs are fully installed and operational.

Under our agreement with DIC, the KOC project pays us $20 per ton and we

are expecting the RPC’s to process as much as 40 tons per hour based on the volume of feedstock supplied.

Pursuant to the

agreement with DIC, we would have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Overall, we believe that the KERP project contains as much as 26 million tons of contaminated material.

We plan to maximize the RPC

technology with partners and capital from the Middle East for the purpose of creating a low-risk revenue and profit stream for the

With the successful trials, and the movement of RPCII to Kuwait, we believe the first steps have been accomplished in this

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

On May 23, 2023, our subsidiary White

Claw Colorado City, LLC (“WCCC”), supplemented an existing Master Agreement (the “Master Agreement”) with Maxus

Capital Group, LLC (“Maxus”), under a two year agreement, which Maxus agreed to finance the build-out of our new facility

located on the land leased by our subsidiary, VivaVentures Remediation Corp., in Houston, Texas.

Maxus has funded the entire amount it

agreed to pay, approximately $2.2 million, to finance the build-out of the Houston location, which was done in the form of a finance

lease for the wash plant.

We will lease the wash plant facility financed by Maxus under WCCC’s supplement to the Master Agreement.

During the construction phase of this agreement, the Company controls the asset with construction costs funded by Maxus.

has been manufactured and we are planning on deploying it at our new wash plant facility that is currently being constructed in the Houston,

Oil Gathering, Storage and Transportation

We are presently seeking additional acquisition

or development opportunities within the traditional midstream oil and gas sector which are complementary to our existing facilities which

provide us with an opportunity to capture more of the energy value chain.

are presently seeking additional acquisition or development opportunities within the traditional midstream oil and gas sector which

are complementary to our existing facilities which provide us with an opportunity to capture more of the energy value chain.

Processing Centers

In April 2022, we contracted with an industrial

solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market for the purpose of processing

hydrocarbon tank bottoms.

The contractor will assist in our operations in the Gulf Coast Region, including Texas, Louisiana, Arkansas,

Oklahoma, and New Mexico.

In conjunction with our contractor, we secured a site location to mobilize, commission, and operate the Company’s

RPC technology, which is anticipated to be on the land lease we entered into in December 2022 for approximately 3.5 acres of

land in Houston, Texas (commonly known as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months

and may be extended for an additional 120 months.

Our contractor has begun acquiring required state and local permits, which are prerequisites

to us being able to deliver and set up a RPC we had manufactured in 2022 and 2023.

After the RPC is set up and tested in Houston, Texas

we intend to contract with the independent contractor to assist us in operating the RPC and to supply us with a workforce to do so.

April 2022, we contracted with an industrial solutions service company as independent contractor to assist us in our operations

in the Gulf Coast Region, including Texas, Louisiana, Arkansas, Oklahoma, and New Mexico.

As noted above, in conjunction with our

contractor, we secured a site location to mobilize, commission, and operate the Company’s RPC technology, which is anticipated

to be on the land lease we entered into in December 2022 for approximately 3.5 acres of land in Houston, Texas (commonly known

as The San Jacinto River & Rail Park).

The Land Lease is for an initial term of 126 months and may be extended for an additional

Our contractor is acquiring the required state and local permits, which are prerequisites to us being able to deliver

and set up a RPC we had manufactured in 2022 and 2023.

After the RPC is set up and tested in Houston, Texas we intend to contract

with the independent contractor to assist us in operating the RPC and to supply us with a workforce to do so.

United Nations (UN) had allocated up to $14.7 billion for post-Iraq war reparations in order to clean up Kuwait.

Kuwait suffered extensive

contamination as a result of the 1991 Persian Gulf War.

Kuwait suffered

extensive contamination as a result of the 1991 Persian Gulf War.

a result of successfully testing our technology on the contaminated material in Kuwait, including reducing the amount of contaminated

material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third party independent testing

performed by ALS Arabia in March 2020, we were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait Environmental

Remediation Program (“KERP”) project.

The KERP project is anticipated to involve approximately

26 million cubic meters of contaminated oil sands requiring remediation.

We expect that as much as 20% of the contaminated soil will contain

more than 5% hydrocarbon contamination.

Our agreement with DIC is for clean up of a portion of the KERP project.

oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates a social

value for the country.

In order to remediate all of the contaminated sand exhibiting greater than 7% contamination in the timeframe required

by the UN, we anticipate obtaining further agreements through KOC to expand its service contract over the next several years.

December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the “Services

Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”).

The Government of

Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat Al Sayer rights to remediate

contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation and Remediation Project

(“KOC Remediation Contract”).

To fulfill its role, Enshaat Al Sayer has engaged the Company, through the Company’s

agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s patented technology

for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”) plants.

are due to receive $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its subcontractor

services for the KOC Remediation Contract.

In addition, we are due to receive $20 per treated ton of soil after the initial 100 tons.

material in Kuwait from 20% hydrocarbon contamination to just 0.2% hydrocarbon contamination, based on third party independent

testing performed by ALS Arabia in March 2020, we were engaged by a subcontractor, DIC, which is approved by KOC for the Kuwait

Environmental Remediation Program (“KERP”) project.

KERP project is anticipated to involve approximately 26 million cubic meters of contaminated oil sands requiring remediation.

expect that as much as 20% of the contaminated soil will contain more than 5% hydrocarbon contamination.

Our agreement with DIC

is for clean-up of a portion of the KERP project.

oil recovered from these projects in Kuwait is considered a sovereign asset, so the ability to reclaim this asset also creates

a social value for the country.

In order to remediate all of the contaminated sand exhibiting greater than 7% contamination in

the timeframe required by the UN, we anticipate obtaining further agreements through KOC to expand its service contract over the

next several years.

December 14, 2021, we, together with our subsidiary, Vivaventures Energy Group, Inc., entered into a Services Agreement (the

“Services Agreement”) with Al Dali International Co., a company organized under the laws of Kuwait (“DIC”).

The Government of Kuwait and the United Nations, acting through the Kuwait Oil Company (“KOC”) has awarded to Enshaat

Al Sayer rights to remediate contaminated soil under the Kuwait Remediation Program pursuant to the South Kuwait Excavation, Transportation

and Remediation Project (“KOC Remediation Contract”).

To fulfill its role, Enshaat Al Sayer engaged the Company, through

the Company’s agreement with DIC, to perform contaminated soil treatment for the KOC Remediation Contract using the Company’s

patented technology for extracting hydrocarbons, through the Company’s Remediation Processing Center (“RPC”)

are due to receive $50,000 upon the successful remediation of the first 100 tons ($500 per ton) of contaminated soil under its

subcontractor services for the KOC Remediation Contract.

In addition, we are due to receive $20 per treated ton of soil after the

initial 100 tons.

The treatment process using the RPC plants is anticipated to generate a bitumen sub-product.

The Company and DIC have agreed to sell

this sub-product and share the net profits equally (50% to the Company and 50% to DIC), after allocating 30% of the net profits to DIC

in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement.

the Agreement, we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

to the Agreement, one of our pilot RPC plants is on location and we are currently running test runs with the pilot plant.

test runs with the pilot plant prove successful, then within one year of certain contract milestones being met, we will provide a larger

RPC plant capable of processing 40 tons of soil per hour.

We will bear the cost of the related manufacturing, deployment, break-down

and spare parts of the RPCs.

The RPC plant remediation services must reduce TPH contamination to less than 1%.

DIC will provide all other

costs for bonds, infrastructure, and operations of the plant.

The State of Utah has, according to the U.S.

Survey, approximately 14 billion barrels of measured oil in place with an additional estimated 23 to 28 billion barrels of oil contained

in contaminated oil sands that are deposited near the ground surface.

We believe that the crude from these oil sands can be turned into

asphaltic cement for making roads or upgraded for polymers or fuel.

In June 2021, we entered into an agreement with the owner of

such parcel of land that permitted us to continue to operate on the land on a month-to-month basis.

In March 2022, we entered into

a land lease with the Vernal, Utah landowner for a five year term, with an optional 5 year extension, allowing us to process up to 2,000

tons per day of oil sand material, with a guarantee by the land owner to deliver material with a minimum of 10% hydrocarbon by weight.

The Vernal property contains approximately 100

million cubic yards of oil sand material available for processing.

The property is located on approximately 600 acres.

We believe that

we could ultimately recover as much as 40 million barrels of oil from this property as a whole if we are able to economically scale our

operations and obtain further land leases from the landowner.

the operations at our Vernal plant are limited due to recent, temporary supply and personnel limitations.

We are not currently producing

product toward the Off-Take Agreement due to these recent developments.

The Company continues to assess the impact of these limitations

on this agreement and ancillary agreements.

Ancillary to our Vernal, Utah operations, we have

an exclusive license agreement with TBT Group, Inc., under which we are exploring the possibilities of embedding self-powered sensors

directly into the asphaltic cement we may generate from the Vernal, Utah RPC utilizing TBT Group’s piezo electric and energy harvesting

technologies.

For the year ended December 31, 2022 we impaired the license agreement with TBT Group due to the current disruptions

at the Vernal, Utah facility.

own and/or license a number of technologies that allow us to effectively operate our remediation and recovery business along with other

technologies that provide synergies with our core business.

The Company and

DIC agreed to sell this sub-product and share the net profits equally (50% to the Company and 50% to DIC), after allocating 30%

of the net profits to DIC in the form of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance

with the Agreement.

Pursuant to our Agreement with DIC, we will have a stockpile of at least 444,311 tons with at least 5% oil

contamination for us to remediate.

to a new phase of the project under the Agreement, on or about February 28, 2023, our pilot plant ran test runs on contaminated

soil, which showed the pilot RPC successfully reduced the oil content in the soil to as little as 0.02%.

Due to these results,

we were able to borrow $1.9 million USD from our partners in Kuwait to move the Remediation Processing Center that was located

in Vernal, Utah (RPC II) to Kuwait so that both machines may work on a new phase of the project in Kuwait.

RPC II has arrived in

Kuwait and we are currently working on completing the civil work necessary for us to reconstruct RPC II on the site in Kuwait.

We are looking forward to showcasing the RPC technology to KOC management and beginning to meet our assignments within the region,

once the RPCs are fully installed and operational.

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

own and/or license a number of technologies that allow us to effectively operate our remediation and recovery business along with

other technologies that provide synergies with our core business.

The description of these various technologies follows.

Extraction Technology

In 2015, we acquired and improved technology aimed

at remediating contaminated soil and recovering usable hydrocarbons, which is used in our remediation plants (also known as Remediation

Processing Centers or RPCs).

We presently have two US patents and pending foreign applications related to our RPCs.

Our RPCs each have

the potential to clean a minimum of 20 tons of contaminated material per hour, depending on the oil contamination percentage in the processed

Each RPC has the capacity to process 500 tons or more of contaminated material per day on a 24-hour operation.

The amount of

extracted hydrocarbon recovered depends on the extent to which the material is contaminated.

We estimate that for every 480 tons of contaminated

material processed per day that contains at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons.

believe our RPCs are significantly more advanced than other oil remediation technologies or offerings presently available on the market.

Our RPCs have successfully cleaned contaminated soil containing greater than 7% hydrocarbon content, while, to our knowledge, our competitors

are limited to projects containing less than 5% hydrocarbon contamination.

We believe our ability to clean soil with higher percentages

of hydrocarbon contamination is a distinctive advantage that will allow us to operate on a global basis in any location that has suffered

from oil spills or naturally occurring oil sands deposits.

2015, we acquired and improved technology aimed at remediating contaminated soil and recovering usable hydrocarbons, which is used

in our remediation plants (also known as Remediation Processing Centers or RPCs).

We presently have two US patents and pending

foreign applications related to our RPCs.

Our RPCs each have the potential to clean a minimum of 20 tons of contaminated material

per hour, depending on the oil contamination percentage in the processed material.

Each RPC has the capacity to process 500 tons

or more of contaminated material per day on a 24-hour operation.

The amount of extracted hydrocarbon recovered depends on the extent

to which the material is contaminated.

We estimate that for every 480 tons of contaminated material processed per day that contains

at least 10% oil, we will recover approximately 250 barrels of extracted hydrocarbons.

believe our RPCs are significantly more advanced than other oil remediation technologies or offerings presently available on the

Our RPCs have successfully cleaned contaminated soil containing greater than 7% hydrocarbon content, while, to our knowledge,

our competitors are limited to projects containing less than 5% hydrocarbon contamination.

We believe our ability to clean soil

with higher percentages of hydrocarbon contamination is a distinctive advantage that will allow us to operate on a global basis

in any location that has suffered from oil spills or naturally occurring oil sands deposits.

and Machine Learning

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We believe that these automations

may ultimately allow us to operate the RPCs twenty-four hours a day, resulting in continuous feed capabilities that will allow us to

manage our systems remotely world-wide.

Each RPC unit is designed with a focus on automation to achieve our Key Performance Indicators

We have deployed data analytics and machine learning, to enable operations to be predictive, reduce risk, improve safety, and

reduce costs.

may ultimately allow us to operate the RPCs twenty-four hours a day, resulting in continuous feed capabilities that will allow

us to manage our systems remotely world-wide.

Each RPC unit is designed with a focus on automation to achieve our Key Performance

Indicators (KPIs).

We have deployed data analytics and machine learning, to enable operations to be predictive, reduce risk, improve

safety, and reduce costs.

Upgrading Technologies

have acquired and/or licensed two separate technologies described below that will enable us to upgrade the hydrocarbons recovered from

our remediation process.

These processes have been proven in laboratory tests, but we have not yet performed this upgrading in a commercial

September 30, 2020, we entered into an Intellectual Property License Agreement (“BGreen License Agreement”) with BGreen,

LLC (“BGreen”), pursuant to which we have been granted a worldwide, exclusive, non-transferable license to the intellectual

property embodied in BGreen’s cavitation technology to develop, manufacture, have manufactured, use market, import, have imported,

offer for sale and sell cavitation devices built from the licensed intellectual property.

The BGreen License Agreement also grants us

the first right of refusal to purchase all devices and all intellectual property associated with the cavitation technology.

have only deployed limited resources to this project, and we are not sure when, or if, we will deploy additional resources to further

explore the possibilities of this technology.

addition, in 2017, we acquired from CSS Nanotech an exclusive right to use their nano-sponge technology for $2,416,572 in Series C Preferred

have acquired a license described below that will enable us to upgrade the hydrocarbons recovered from our remediation process.

This process has been proven in laboratory tests, but we have not yet performed this upgrading in a commercial setting.

2017, we acquired from CSS Nanotech an exclusive license to use their nano-sponge technology for $2,416,572 in Series C Preferred

Stock, which has since converted to common stock.

The technology essentially serves as a micro-upgrader, transforming hydrocarbon product

into a more useful product, such as petroleum or gasoline, as an addition to our hydrocarbon extraction technology.

The inventor of this

technology subsequently joined us as our Chief Scientific Officer.

This patented technology allows for hydrocarbon material to be absorbed

by a specialized sponge.

Low energy microwaves are then introduced into the process and the sponge, which is made of a highly thermally

conductive material, absorbs this energy causing an instant thermal effect, which essentially refines the crude by cutting or cracking

the carbon chains.

We intend to add this system to our process of upgrading the heavy crude recovered by our RPCs.

believe that each of these technologies has the ability to upgrade the heavy crude that is recovered from our recovery and remediation

process based on our needs and demand, and we intend to fully integrate these technologies into our process.

The technology essentially serves as a micro-upgrader, transforming hydrocarbon

product into a more useful product, such as petroleum or gasoline, as an addition to our hydrocarbon extraction technology.

inventor of this technology subsequently joined us as our Chief Scientific Officer.

This patented technology allows for hydrocarbon

material to be absorbed by a specialized sponge.

Low energy microwaves are then introduced into the process and the sponge, which

is made of a highly thermally conductive material, absorbs this energy causing an instant thermal effect, which essentially refines

the crude by cutting or cracking the carbon chains.

We intend to add this system to our process of upgrading the heavy crude recovered

believe that this technology has the ability to upgrade the heavy crude that is recovered from our recovery and remediation process

based on our needs and demand, and we intend to fully integrate this technology into our process.

Strengths and Growth Strategy

Our two primary growth strategies for our crude

oil gathering, storage and transportation services is to attempt to acquire additional barrels of oil for our services, and to seek to

acquire businesses that have operations that are synergistic with our current operations.

Regarding our remediation services, we are focused

on the remediation of contaminated soil and water resulting from either man-made spills or naturally occurring deposits of oil.

Historically,

our primary focus has been the remediation of oil spills resulting from the Iraqi invasion of Kuwait and naturally occurring oil sands

deposits in the Uinta basin located in Eastern Utah.

However, we plan to expand into other markets where we believe our technology and

services will provide a distinct competitive advantage over our competition.

To that end, in April 2022, we contracted

with an industrial solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market for

the purpose of processing hydrocarbon tank bottoms.

Additionally, in the future we intend to focus

on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as well as in Oklahoma, and New Mexico.

order to place RPCs at these locations we will need to secure the necessary financing and manufacture additional RPCs, as well as contract

with the site locations in order to install the RPCs.

In addition to our growth strategies set forth

above, we are also focused on growth through the acquisition of synergistic businesses and are regularly reviewing potential acquisition

believe the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a global

Proprietary patented technology;

Environmental advantages;

Experienced and highly-skilled management, Board of

Directors and Advisory Board.

two primary growth strategies for our crude oil gathering, storage and transportation services is to attempt to acquire additional

barrels of oil for our services, and to seek to acquire businesses that have operations that are synergistic with our current operations.

our remediation services, we are focused on the remediation of contaminated soil and water resulting from either man-made spills

or naturally occurring deposits of oil.

Historically, our primary focus has been the remediation of oil spills resulting from the

Iraqi invasion of Kuwait and naturally occurring oil sands deposits in the Uinta basin located in Eastern Utah.

However, we plan

to expand into other markets where we believe our technology and services will provide a distinct competitive advantage over our

that end, in April 2022, we contracted with an industrial solutions service company as independent contractor to assist us

in placing a RPC in the Houston, Texas market for the purpose of processing hydrocarbon tank bottoms.

Additionally,

in the future we intend to focus on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as

well as in Oklahoma, and New Mexico.

In order to place RPCs at these locations we will need to secure the necessary financing and

manufacture additional RPCs, as well as contract with the site locations in order to install the RPCs.

addition to our growth strategies set forth above, we are also focused on growth through the acquisition of synergistic businesses

and are regularly reviewing potential acquisition targets.

believe the following strengths provide us with a distinct competitive advantage and will enable us to effectively compete on a

global basis:

patented technology;

Environmental

and highly skilled management, Board of Directors and Advisory Board.

Patented Technology

total, we, together with our subsidiaries, have intellectual property that is in the form of both proprietary knowledge and patents.

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patents, and several pending patent applications internationally.

In addition, we have

licensed from our partners the right to use additional patented technologies.

believe, based on direct and ongoing conversations with our customers and third-party independent test results, that our technology is

the only commercially available technology that can not only clean soil that contains greater than 7% hydrocarbon, but also preserves

the hydrocarbons extracted from such soil for future use.

we have licensed from our partners the right to use additional patented technologies.

believe, based on direct and ongoing conversations with our customers and third-party independent test results, that our technology

is the only commercially available technology that can not only clean soil that contains greater than 7% hydrocarbon, but also

preserves the hydrocarbons extracted from such soil for future use.

We believe that this provides us with a true competitive advantage.

main technology has been tested and validated for all of its claims by separate, independent expert firms both in the United States and

the Middle East, whose reports confirm that we have reclamation technology, which has been tested and reviewed, that possesses the ability

to clean soil with more than 7% hydrocarbon contamination and still leave the recovered hydrocarbons in a usable state.

main technology has been tested and validated for all of its claims by separate, independent expert firms both in the United States

and the Middle East, whose reports confirm that we have reclamation technology, which has been tested and reviewed, that possesses

the ability to clean soil with more than 7% hydrocarbon contamination and still leave the recovered hydrocarbons in a usable state.

Environmental

our key corporate objectives is to be at the forefront of social responsibility for its technological impact.

We strive for all of our

systems to ultimately become closed loop systems, to minimize adverse impacts on air quality and reduce the need for use of clean water.

We strive for all

of our systems to ultimately become closed loop systems, to minimize adverse impacts on air quality and reduce the need for use

of clean water.

Our ability to turn waste into value is in line with this core objective.

Our remediation projects in Kuwait are expected to reduce emissions

from vaporization of the oil spilled in the soil.

The ability to clean produced water from oil production can eliminate the need for

evaporation ponds, improving air quality and saving on the use of clean water.

believe our technology and service offerings will position us well to conduct our business in any geographical region in which soil or

water has been contaminated by hydrocarbons.

Our remediation projects in Kuwait are

expected to reduce emissions from vaporization of the oil spilled in the soil.

The ability to clean produced water from oil production

can eliminate the need for evaporation ponds, improving air quality and saving on the use of clean water.

believe our technology and service offerings will position us well to conduct our business in any geographical region in which

soil or water has been contaminated by hydrocarbons.

and Highly Skilled Management, Board of Directors and Advisory Board

Our management team has started and successfully

grown numerous companies and has utilized this experience to develop a strategic vision for the Company.

We have demonstrated the effectiveness

of our technologies in both Vernal, Utah and Kuwait, accomplishing the clean-up of contaminated areas.

Our Board of Directors is comprised of accomplished

professionals who bring decades of experience to the Company.

Our Board of Directors includes our Chief Executive Officer, who brings

more than two decades of experience in midstream oil and gas senior management roles, our Chief Financial Officer, who is a CPA and previously

worked at Deloitte LLP (USA) and later at Withum+Brown, PC, where he worked with clients with assets of more than $100 billion and annual

revenues of more than $15 billion, a director who has served as chief financial officer for five listed companies, including working as

point person for over 20 acquisition transactions and as audit committee chair for numerous public companies, a director with over 35

years of experience in Board of Directors, CEO and Senior Management positions in a variety of industries including technology services,

telecommunications, healthcare, and business process outsourcing, and a director who brings over 25 years of experience in operations

and senior management in the midstream and downstream sectors of the oil and gas industry.

addition, we have an Advisory Board comprised of former senior members of oil and gas companies, both in the United States and in the

Our Advisory Board is led by one member who is an accomplished business professional and a member of a royal family based

in the Middle East and another member who is an experienced health and safety expert operating in the oil and gas industries.

rely on our Board of Directors and Advisory Board to provide it both high level advice and guidance along with using their contacts to

help open various markets.

Additionally, the Advisory Board acts as a preliminary informal sounding board for the Board and management

for these particular areas in which the Advisory Board members have expertise.

We believe the combination of our management team, Board

of Directors and Advisory Board provides us with a significant competitive advantage over our competitors due to their breadth of experiences

and relationships.

management team has started and successfully grown numerous companies and has utilized this experience to develop a strategic vision

for the Company.

We have demonstrated the effectiveness of our technologies in Kuwait, accomplishing the clean-up of contaminated

Board of Directors is comprised of accomplished professionals who bring decades of experience to the Company.

Our Board of Directors

includes our Chief Executive Officer, who brings more than two decades of experience in midstream oil and gas senior management

roles, our Chief Financial Officer, who is a CPA and previously worked at Deloitte LLP (USA) and later at KSJG, LLP (later acquired

by Withum+Brown, PC), where he worked with clients with assets of more than $100 billion and annual revenues of more than $15 billion,

a director with over 35 years of experience in Board of Directors, CEO and Senior Management positions in a variety of industries

including technology services, telecommunications, healthcare, and business process outsourcing, and a director who brings over

25 years of experience in operations and senior management in the midstream and downstream sectors of the oil and gas industry.

addition, we have an Advisory Board comprised of former senior members of oil and gas companies, both in the United States and

in the Middle East.

Our Advisory Board is led by one member who is an accomplished business professional and a member of a royal

family based in the Middle East and another member who is an experienced health and safety expert operating in the oil and gas

rely on our Board of Directors and Advisory Board to provide it with both high level advice and guidance along with using their

contacts to help open various markets.

Additionally, the Advisory Board acts as a preliminary informal sounding board for the Board

and management for these particular areas in which the Advisory Board members have expertise.

We believe the combination of our

management team, Board of Directors and Advisory Board provides us with a significant competitive advantage over our competitors due

to their breadth of experiences and relationships.

Oil Gathering, Storage and Transportation

plan to grow our crude oil gathering, storage and transportation business by pursuing the following strategies:

the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term

Construction of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

Acquisition of additional gathering, storage, and transportation assets or companies;

The development or acquisition of complementary midstream oil and gas companies or projects.

WCCC operates a 120,000 barrel crude oil storage

tank, in the heart of the Permian Basin, located near Colorado City, Texas.

We intend to further connect the tank to major pipeline systems.

SFD operates a crude oil gathering, storage, and

transportation facility, which is presently gathering and selling approximately 1,400 to 2,000 barrels of crude oil on a daily basis.

the number of barrels of oil gathered, stored, and transported pursuant to our existing long-term contracts;

of wash plant facilities for oil transportation trucks to gather, store and transport reclaimed oil from these facilities;

of additional gathering, storage, and transportation assets or companies;

development or acquisition of complementary midstream oil and gas companies or projects.

operates a 120,000 barrel crude oil storage tank, in the heart of the Permian Basin, located near Colorado City, Texas.

to further connect the tank to major pipeline systems.

operates a crude oil gathering, storage, and transportation facility, which is presently gathering and selling approximately 1,400

to 2,000 barrels of crude oil on a daily basis.

We plan to increase operations at the SFD facility.

This facility has the capacity to gather and sell up to 4,000 barrels of crude oil

In April 2022, we contracted with an industrial

solutions service company as an independent contractor to assist us in constructing an oil truck wash and remediation facility to be used

in conjunction with operating a RPC in Houston, Texas for the purpose of processing hydrocarbon tank bottoms from the wash plant operations.

Once the oil truck wash and remediation facility is completed it will allow us to charge tipping fees for our service to take in tank

bottoms for our plant to remediate.

Our independent contractor is working to secure feed stock contractors through their industry relationships.

Processing Centers

will strive to grow our RPC business by pursuing the following strategies:

Expansion into new and complementary markets;

Operating our Remediation Project in Kuwait;

Increase of revenue via new service and product offerings;

Strategic acquisitions and licenses targeting complementary

technologies;

Redeployment of the metallic separation technologies.

into New and Complementary Markets

We intend to explore expansion opportunities on

a global basis, including in places with extreme contamination and naturally occurring oil sands deposits, where we believe our technology

and service offerings may provide a distinct competitive advantage.

We are currently in discussions with several groups for deploying

our RPCs for remediation projects (primarily for oil spills, tank bottom sludge and drill cuttings) domestically in Houston, TX, Corpus

Christ, TX, Midland, TX Cushing OK, Lake Charles, LA.

Our technology is able to process tank bottom sludge, drill cuttings, and soils

form hydrocarbon spills, returning the sand to less than 0.5% contamination while reclaiming the oil for waste energy use.

In furtherance

of that strategy, as noted above, in April 2022, we contracted with an industrial solutions service company as independent contractor

to assist us in placing a RPC in the Houston, Texas market where we have leased property (the San Jacinto River & Rail Park) for the

purpose of processing hydrocarbon tank bottoms.

Once our contractor has acquired the required state and local permits, which are prerequisites

to us being able to deliver and set up a RPC on the site, and after the RPC is set up and tested, we intend to contract with the independent

contractor to provide us with the workforce to begin operating the plant.

This facility has the capacity

to gather and sell up to 4,000 barrels of crude oil per day.

April 2022, we contracted with an industrial solutions service company as an independent contractor to assist us in constructing

an oil truck wash and remediation facility to be used in conjunction with operating a RPC in Houston, Texas for the purpose of

processing hydrocarbon tank bottoms from the wash plant operations.

Once the oil truck wash and remediation facility is completed

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is working to secure feed stock contractors through their industry relationships.

Additionally, in the future we intend to focus

on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as well as in Oklahoma, and New Mexico.

order to place RPCs at these locations we will need to secure the necessary financing and manufacture additional RPCs, as well as contract

with the site locations in order to install the RPCs.

Operating our Remediation Project in Kuwait

Our RPC technology was successfully used in our

initial project for KOC in Kuwait, where we removed hydrocarbons from soil with more than 7% contamination and, following the process,

the hydrocarbon contamination level of the soil was reduced to less than 0.5%, which was lower than the level needed to meet the project

specifications.

There is still approximately 26 million cubic meters of soil contaminated by oil from the Iraqi invasion of Kuwait.

to our Services Agreement with DIC, we will receive $50,000 for the successful remediation of the first 100 tons ($500 per ton) under

its subcontractor services for the KOC Remediation Contract.

In addition, we will receive $20 per treated ton of soil after the initial

The treatment process using the RPC plants is anticipated to generate a bitumen sub-product.

We have agreed with DIC to sell

this sub-product and share the net profits equally (50% to us and 50% to DIC), after allocating 30% of the net profits to DIC in the form

of a sales and marketing payment, which will be invoiced on a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement,

we will have a stockpile of at least 444,311 tons with at least 5% oil contamination for us to remediate.

Other technologies may also

be used for the less contaminated soils.

Processing Centers

will strive to grow our RPC business by pursuing the following strategies:

into new and complementary markets;

our Remediation Project in Kuwait;

of revenue via new service and product offerings;

date, we have focused on the remediation of soil contaminated by oil.

We intend to target other hydrocarbon remediation businesses that

focus on, among other things, the cleaning of tank bottom sludge, and the cleaning of the water used from drilling oil wells.

Oil producers

generally pay to dispose of sludge that has accumulated at the bottom of storage tanks.

We believe that our technologies could be used

to separate the contaminated water from heavy crude produced from drilling, while simultaneously recovering the heavy crude.

we will be able to offer these services at a cost that is very competitive with current methods and that our ability to recover the heavy

crude for resale will give us a competitive advantage.

We are currently in early stage discussions relating to some of these remediation

acquisitions and licenses targeting complementary technologies.

intend to seek out opportunities to acquire or license only specific technologies that are either complementary to our existing product

offerings or that will allow us to expand into the environmental infrastructure markets.

into a worldwide, exclusive license agreement with TBT Group, Inc.

to license piezo electric and energy harvesting technologies for creating

self-powered sensors for making smart roadways , which we believe could be embedded directly into the asphaltic cement we intend

to produce from the hydrocarbons we extract, providing the basis for smart roads and infrastructure.

We believe that these sensors, which

are self-powered, could be used to provide information about traffic, road conditions and repair needs as well as allowing the roads

to communicate directly with autonomous vehicles enabling these vehicles to sense the road in all weather conditions.

By complementing

the asphaltic cement,we expect to produce with integrated sensors for automated vehicles, we believe that we will be able to offer a

into New and Complementary Markets

intend to explore expansion opportunities on a global basis, including in places with extreme contamination and naturally occurring

oil sands deposits, where we believe our technology and service offerings may provide a distinct competitive advantage.

currently in discussions with several groups for deploying our RPCs for remediation projects (primarily for oil spills, tank bottom

sludge and drill cuttings) domestically in Corpus Christ, TX, Midland, TX Cushing OK, Lake Charles, LA.

Our technology is able

to process tank bottom sludge, drill cuttings, and soils form hydrocarbon spills, returning the sand to less than 0.5% contamination

while reclaiming the oil for waste energy use.

In furtherance of that strategy, as noted above, in April 2022, we contracted

with an industrial solutions service company as independent contractor to assist us in placing a RPC in the Houston, Texas market

where we have leased property (the San Jacinto River & Rail Park) for the purpose of processing hydrocarbon tank bottoms.

our contractor has acquired the required state and local permits, which are prerequisites to us being able to deliver and set up

a RPC on the site, and after the RPC is set up and tested, we intend to contract with the independent contractor to provide us

with the workforce to begin operating the plant.

Once the oil truck wash and remediation facility is completed it will allow us

to charge tipping fees for our service to take in tank bottoms for our plant to remediate.

Our independent contractor is working

to secure feed stock contractors through their industry relationships.

Additionally,

in the future we intend to focus on placing additional RPCs in the Gulf Coast Region, including Texas, Louisiana, Arkansas, as

well as in Oklahoma, and New Mexico.

In order to place RPCs at these locations we will need to secure the necessary financing and

manufacture additional RPCs, as well as contract with the site locations in order to install the RPCs.

our Remediation Project in Kuwait

RPC technology was successfully used in our initial project for KOC in Kuwait, where we removed hydrocarbons from soil with more

than 7% contamination and, following the process, the hydrocarbon contamination level of the soil was reduced to as little as 0.02%,

which was lower than the level needed to meet the project specifications.

There is still approximately 26 million cubic meters

of soil contaminated by oil from the Iraqi invasion of Kuwait.

Pursuant to our Services Agreement with DIC, we will receive $50,000

for the successful remediation of the first 100 tons ($500 per ton) under its subcontractor services for the KOC Remediation Contract.

In addition, we will receive $20 per treated ton of soil after the initial 100 tons.

The treatment process using the RPC plants

is anticipated to generate a bitumen sub-product.

We have agreed with DIC to sell this sub-product and share the net profits equally

(50% to us and 50% to DIC), after allocating 30% of the net profits to DIC in the form of a sales and marketing payment, which

will be invoiced on a monthly basis, in accordance with the Agreement.

Pursuant to the Agreement, we will have a stockpile of at

least 444,311 tons with at least 5% oil contamination for us to remediate.

Other technologies may also be used for the less contaminated

the fourth quarter of 2023, Enshaat notified us that it terminated its subcontract with DIC for the soil remediation and cleanup

work for the KERP and that it desired to contract directly with us for the work on the project along the same terms as we were

working under with DIC.

Although DIC disputes that Enshaat had the authority to terminate the subcontract between Enshaat and DIC,

we are planning to move forward with Enshaat directly for remediation services on the KERP.

of Revenue via New Service and Product Offerings

date, we have focused on the remediation of soil contaminated by oil.

We intend to target other hydrocarbon remediation businesses

that focus on, among other things, the cleaning of tank bottom sludge, and the cleaning of the water used from drilling oil wells.

Oil producers generally pay to dispose of sludge that has accumulated at the bottom of storage tanks.

We believe that our technologies

could be used to separate the contaminated water from heavy crude produced from drilling, while simultaneously recovering the heavy

We believe we will be able to offer these services at a cost that is very competitive with current methods and that our

ability to recover the heavy crude for resale will give us a competitive advantage.

We are currently in early stage discussions

relating to some of these remediation projects.

Historically,

3 unchanged sentences

but with our management’s assistance, many of them have still become successful and accretive to our Company’s value.

time, we intend to divest our ownership of companies that are not synergistic with our business.

We currently hold 826,376,882 (approximately 17.5%

of the outstanding common) shares of Scepter Holdings, Inc.

Over time, we intend to divest our ownership of companies that are not synergistic with our business.

currently hold 826,376,882 (approximately 17.5% of the outstanding common) shares of Scepter Holdings, Inc.

(OTC Markets:

BRZL), a company that manages the sales and development of consumer-packaged

Our holdings of 826,376,882 common shares have a market value of approximately $1,322,203 as of April 18, 2023.

Group International

2014, we acquired a minority interest in Odyssey Group International, Inc.

(“Odyssey”) (OTCQB:

ODYY), a trans-disciplinary

product development enterprise involved in the discovery, development and commercialization of a broad range of products applied to targeted

segments of the health care industry.

We owned 3,309,578 shares of Odyssey common stock through December 2021 at which time we sold

such 3,309,578 shares of Odyssey in a private transaction for a purchase price of $860,491, reflecting the market price as of such time.

Such purchase price was paid in the form of $10,000 cash delivered at signing and a note issued in favor of Vivakor in the amount of

$850,491 accruing interest at 3% per annum, with payments due quarterly over a five-year term.

The purchaser made their initial payment in the first quarter of 2022 but has not made further payments.

We have reserved against the note in the amount of $828,263.

a company that manages the sales and development of consumer-packaged goods.

Our holdings of 826,376,882 common shares have a market

value of approximately $495,826 as of April 3, 2024.

Research and Acquisition

intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and alternative

energy industries.

Our general approach is to select products or services that are at or near commercial viability, or that we believe

can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide secured loan financing

to these companies to complete their development, testing and product launches in exchange for control of, or a significant ownership

interest in, the products or companies.

intend to identify, develop or acquire products and/or services with a primary focus on the petroleum, mining and minerals, and

alternative energy industries.

Our general approach is to select products or services that are at or near commercial viability,

or that we believe can be substantially developed for commercialization.

We then negotiate agreements to either acquire or to provide

secured loan financing to these companies to complete their development, testing and product launches in exchange for control of,

or a significant ownership interest in, the products or companies.

Company was originally organized on November 1, 2006 as a limited liability company in the State of Nevada as Genecular Holdings,

The Company’s name was changed to NGI Holdings, LLC on November 3, 2006.

On April 30, 2008, the Company was converted

to a Nevada corporation and changed its name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada Secretary of State.

We have the following direct and indirect wholly-owned

active subsidiaries:

Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability

company, RPC Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Vivaventures Remediation Corp., a Texas

corporation, Vivaventures Management Company, Inc., a Nevada corporation, Vivasphere, Inc., a Nevada corporation, Vivaventures Oil Sands,

Inc., a Utah corporation.

We have a 99.95% ownership interest in Vivaventures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority

interest in Vivaventures Energy Group, Inc.

is held by a private investor unaffiliated with the Company.

We also have an approximate 49%

ownership interest in Vivakor Middle East Limited Liability Company, a Qatar limited liability company.

On April 30, 2008, the Company was

converted to a Nevada corporation and changed its name to Vivakor, Inc.

pursuant to Articles of Conversion filed with the Nevada

Secretary of State.

We have the following direct and indirect wholly-owned active subsidiaries:

Silver Fuels Delhi, LLC, a Louisiana limited liability company, White Claw Colorado City, LLC, a Texas limited liability company, RPC

Design and Manufacturing LLC (“RDM”), a Utah limited liability company, Vivaventures Remediation Corp., a Texas corporation,

Vivaventures Management Company, Inc., a Nevada corporation, Vivaventures Oil Sands, Inc., a Utah corporation.

We have a 99.95% ownership

interest in Vivaventures Energy Group, Inc., a Nevada Corporation;

the 0.05% minority interest in Vivaventures Energy Group, Inc.

by a private investor unaffiliated with the Company.

We also have an approximate 49% ownership interest in Vivakor Middle East Limited

Liability Company, a Qatar limited liability company.

Affecting our Business

business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources

from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the maintenance of

air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation, storage and

disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and local laws and

regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner

which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

Such changes may prevent

us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business.

compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse

effect on us.

Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or

elect not to insure against due to prohibitive premium costs and other reasons.

Unknown environmental hazards may exist on our mining

claims, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or

that may have occurred naturally.

to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action, including

product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which could have a

material adverse effect on our company’s businesses.

We believe that our company is in substantial compliance with such governmental

However, federal, state, local and foreign laws and regulations regarding the manufacture and sale of medical devices are

subject to future changes.

There can be no assurance that such changes would not have a material adverse effect on our company.

business is subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural

resources from the ground and the discharge of materials into the environment.

These regulations mandate, among other things, the

maintenance of air and water quality standards and land reclamation.

They also set forth limitations on the generation, transportation,

storage and disposal of solid and hazardous waste.

Exploration and exploitation activities are also subject to federal, state and

local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods

and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving,

and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for noncompliance.

Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse

effects on our business.

Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess

of those anticipated, thus causing an adverse effect on us.

Additionally, we may be subject to liability for pollution or other

environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons.

Unknown environmental hazards may exist on our mining claims, or we may acquire properties in the future that have unknown environmental

issues caused by previous owners or operators, or that may have occurred naturally.

to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action,

including product seizures, recalls, withdrawal of marketing clearances and civil and criminal penalties, any one or more of which

could have a material adverse effect on our company’s businesses.

We believe that our company is in substantial compliance

with such governmental regulations.

However, federal, state, local and foreign laws and regulations regarding the manufacture and

sale of medical devices are subject to future changes.

There can be no assurance that such changes would not have a material adverse

effect on our company.

own four issued US patents and two pending international PCT patent application covering our propriety technology, specifically:

US Patent 7,282,167 for methods for producing nano-scale

particles by vaporizing raw material and then cooling the vaporized raw material using a cooling gas, granted October 16, 2007

and expiring July 23, 2025;

US Patent 9,272,920 for methods for producing ammonia

by mixing a first catalyst including a millimeter-sized, granular, ferrous material and a promoter and a second catalyst including

discrete nano-sized ferrous catalyst particles that comprise a metallic core with an oxide shell and then reacting hydrogen and nitrogen

in the presence of the mixture, granted March 1, 2016 and expiring November 7, 2028;

US Patent 10,913,903 for SYSTEM

AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted February 9, 2021 and expiring

August 28, 2039;

US Patent 7,282,167 for U S

Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16, 2021 to expire on December 3,

Pending Kuwait application KW/P/2020/000111 relating

to systems and processes for extracting bitumen from oil sands material which employ a centrifuge and a flash evaporator, pending

Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application 521421341, both relating to systems and processes

for recycling condensate that is used to extract bitumen from oil sands material by employing a flash distillation drum and a throttle

valve that causes the pressure of a mixture of bitumen and condensate to drop as the mixture is sprayed into the flash distillation

drum to thereby vaporize the condensate to separate the condensate from the bitumen.

Patent 7,282,167 for methods for producing nano-scale particles by vaporizing raw material and then cooling the vaporized

raw material using a cooling gas, granted October 16, 2007 and expiring July 23, 2025;

Patent 9,272,920 for methods for producing ammonia by mixing a first catalyst including a millimeter-sized, granular, ferrous

material and a promoter and a second catalyst including discrete nano-sized ferrous catalyst particles that comprise a metallic

core with an oxide shell and then reacting hydrogen and nitrogen in the presence of the mixture, granted March 1, 2016

and expiring November 7, 2028;

Patent 10,913,903 for SYSTEM AND METHOD FOR USING A FLASH EVAPORATOR TO SEPARATE BITUMEN AND HYDROCARBON CONDENSATE granted

February 9, 2021 and expiring August 28, 2039;

Patent 7,282,167 for US Patent 10,947,456 for SYSTEMS FOR THE EXTRACTION OF BITUMEN FROM OIL SAND MATERIAL granted on March 16,

2021 to expire on December 3, 2038;

Kuwait application KW/P/2020/000111 relating to systems and processes for extracting bitumen from oil sands material which

employ a centrifuge and a flash evaporator, pending Kuwait application KW/P/2021/00060 and pending Saudi Arabia patent application

521421341, both relating to systems and processes for recycling condensate that is used to extract bitumen from oil sands

material by employing a flash distillation drum and a throttle valve that causes the pressure of a mixture of bitumen and

condensate to drop as the mixture is sprayed into the flash distillation drum to thereby vaporize the condensate to separate

the condensate from the bitumen.

of the date of this Annual Report on 10-K, we have 5 full-time employees, consisting of our CEO, CFO, and additional administrative

and direct operations personnel, as well as numerous independent contractors.

None of these employees are represented by a labor union

or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that our relations

with employees are satisfactory.

None of these employees are represented by a labor

union or subject to a collective bargaining agreement.

We have never experienced a work stoppage and our management believes that

our relations with employees are satisfactory.

own approximately 9 acres of land near Delhi, Louisiana where we operate a crude oil gathering, storage, and transportation facility.

currently lease executive office space in Lehi, Utah, Las Vegas, Nevada, Houston, Texas, and Irvine, California.

The Company also leases

warehouses in Las Vegas, Nevada and Houston, Texas, and have paid to be on a land site in Vernal, UT and Houston, Texas.

We believe these

facilities are in good condition but that we may need to expand our leased space and warehouses as business increases.

currently lease executive office space in Lehi, Utah, Las Vegas, Nevada, Houston, Texas, Dallas, Texas, and Laguna Hills,

The Company also leases warehouses in Las Vegas, Nevada and Houston, Texas, and have paid to be

on a land site in Houston, Texas.

We believe these facilities are in good condition but that we may need to expand

our leased space and warehouses as business increases.

time to time, we may become involved in various legal actions that arise in the normal course of business.

We are not currently involved

in any material disputes and do not have any material litigation matters pending.

We are not currently

involved in any material disputes and do not have any material litigation matters pending.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business