Material Agreement (Form 8-K)

Forbearance Agreement

As previously reported, on July 9, 2025, Vivakor, Inc. (the "Company"), issued a junior secured convertible promissory note (the "Second Note") to J.J. Astor & Co. (the "Lender"), in the principal amount of $5,940,000 (the "Principal Amount"), in relation to an amended Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the "Amended Loan Agreement"). The Company received $4,400,000, before fees. The Company received the funds on July 15, 2025.

On February 5, 2026, the Company entered into Forbearance and Note Payment Amendment Agreement (the "Agreement") with the Lender. Under the terms of the Agreement, (i) the parties agreed to extend the maturity date of the Second Note until January 1, 2027; (ii) the Company agreed to pay the following payments to payoff the Second Note: (a) $50,000 per week commencing Monday, April 6, 2026, (b) $100,000 per week commencing Monday, July 6, 2026, (c) $150,000 per week commencing Monday, October 5, 2026, and (d) $250,000 per week commencing Monday, December 7, 2026, with the outstanding balance to be paid in full by January 1, 2027 (the "Amended Payment Terms"), with the Company having the ability to pay the Amended Payment Terms in shares of common stock if certain conditions are met as set forth in the Agreement, and (iii) the Company agree to use its best efforts to remove its suspension from trading on the Nasdaq Capital Market and be reinstated for trading on the Nasdaq Capital Market on or before February 28, 2026 (the "Nasdaq Reinstatement Deadline"), which deadline will be extended to a date not later than April 30, 2026 if the Company has applied for a reverse stock split prior to February 28, 2026 and is only waiting for regulatory approval of such stock split to regain compliance with Nasdaq's listing rules. In the event the Company fails to comply with the terms of the Agreement, then entire outstanding principal amount plus accrued interest then due and payable under the Second Note shall increase to 110% of the then Outstanding Principal Amount, such balance will begin accruing interest at 19% per annum compounded daily, the balance will become immediately due and payable to the Lender in full, the Forbearance provided herein shall terminate, and the Lender may exercise all of its rights and remedies under the Amended Loan Agreement, the Second Note and other rransaction documents

Item 1.01 of this Current Report on Form 8-K contains 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 Agreement, and such description is qualified in its entirety by reference to the full text of the Form of Forbearance and Note Payment Amendment Agreement and its exhibits are attached hereto as Exhibit 10.1.