Vivakor, Inc. entered into a membership purchase agreement to acquire Meridian Equipment Leasing LLC / Equipment Transport, LLC / Endeavor Crude, LLC / Silver Fuels Processing, LLC from Jorgan Development, LLC and JBAH Holdings, LLC for approximately $170 million.

Vivakor, Inc. (NasdaqCM:VIVK) entered into a membership purchase agreement to acquire Meridian Equipment Leasing LLC / Equipment Transport, LLC / Endeavor Crude, LLC / Silver Fuels Processing, LLC from Jorgan Development, LLC and JBAH Holdings, LLC for approximately $170 million on March 21, 2024. Vivakor would acquire 100% of the Endeavor Entities for $120 million, consisting of (i) shares of Vivakor common stock to be valued at an above market price of $1.00 per share, in an amount to not exceed 19.99% of the total number of Vivkaor?s pre-transaction issued and outstanding shares of common stock and shall not result in, taking into consideration common stock presently owned by Jorgan or its related parties, owning in excess of 49.99% of the common stock issued and outstanding on a post-closing basis; and (ii) shares of non-voting, 6% cumulative, Series A convertible preferred stock. Additional contingent consideration of up to $49 million, payable in Vivakor Series A convertible preferred stock, will be payable to Jorgan in the event the Endeavor Entities generate 2024 EBITDA in an amount greater than $12 million.

Conversely, in the event the Endeavor Entities fail to generate a minimum of $12 million in 2024 EBITDA, up to $49 million of the purchase price consideration paid in the form of Series A convertible preferred stock will be subject to return by Jorgan to Vivakor for cancellation. The transaction also includes Meridian's subsidiary CPE MidCon, LLC. Under the terms of the MIPA, unanimously approved by the board of directors of each party.

The transaction is subject to consummation of due diligence investigation, Vivakor?s receipt of a satisfactory fairness opinion to the underlying transaction, required regulatory approval including the approval under the Hart Scott Rodino Act, and other customary closing conditions. The transaction is expected to close by the end of the fiscal quarter ending June 30, 2024. Clear Street LLC acted as financial advisor to Vivakor.

Scott Linsky of Lucosky Brookman LLP acted as legal advisor to Vivakor.