Exhibit 4.1

VIVAKOR, INC.

SECURED PROMISSORY NOTE

VIVAKOR, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of ALDALI INT’L. FOR GEN. TRADING & CONT. CO., a Kuwaiti entity (“Holder” or “Lender”) the principal amount of up to ONE MILLION NINE HUNDRED FIFTY THOUSAND AND 00/100 U.S. Dollars ($1,950,000.00), (the “Principal Amount”), pursuant to the terms and conditions hereof, together with simple interest thereon accruing on the outstanding principal balance hereof at a rate per annum equal to fifteen percent (15%) (the “Interest Rate”).

1. Purpose of Loan. The proceeds of the Advances pursuant to this Note shall be used by Borrower for the purpose of refurbishing, relocating and fulling installing Borrower’s Remediation Processing Center currently located in Vernal, Utah (the “RPC”) to DIC’s location in Kuwait.

2. Funding Of Loan/Timeline for Delivery of RPC. DIC will loan the Principal Amount to Borrower under the following schedule:

All payments will be made to the following Borrower account:

Via wire transfer: pursuant to wire instructions provided from time to time by Holder for deposit into an account designated from time to time by Holder for Holder’s benefit; provided, however, that (i) such funds are received no later than 11:00 a.m. (Houston time) on the date specified herein, and (ii) any payment received by Holder later than 11:00 a.m. (Houston time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

Assuming the above funding thresholds are met, Borrower will deliver the RPC to Houston, Texas, ready to ship, within 6 weeks from the date the Borrower begins dismantling the machine in Vernal, Utah. Due to recent snowfall, the Borrower has been delayed in starting the dismantling process. The Borrower and Lender will mutually agree in writing when the dismantling process begins (the “Dismantling Date”).

The Borrower has no control over the timeline once the RPC is delivered to Houston, Texas ready ship. However, the Borrower agrees to have 3rd party vendor staff on-site at the Lender’s facility within one week after the Lender notifies the Borrower that the RPC has cleared customs and is on-site at the Lender’s facility in Kuwait (the “Kuwait Notice”).

3. Interest. Interest shall accrue at the rate of the Interest Rate on the unpaid Principal Amount of this Note outstanding from time to time from and after the date hereof, or (if less) at the highest rate then permitted under applicable law (“Interest”) until the Principal Amount is indefeasibly paid in full.

4. Repayment of Loan.

(a) Borrower will repay the amounts due under this Note from the operations of the RPC. Under the terms of other agreements between the Borrower and the Lender, the Borrower is entitled to $20 per ton of material processed through the RPC from the Lender. In order to repay the amounts due hereunder, Lender will deduct $12 per ton of material processed from the amounts due to Borrower until all amounts (principal and interest) due hereunder have been repaid.

(b) Borrower may prepay all or any portion of the outstanding Principal and/or Interest of the Note prior to the date then due, without prior written consent of Holder and without cost or expense.

(c) All payments by Borrower hereunder shall be made in the lawful money of the United States of America in immediately available funds on the date specified herein.

(d) All payments due hereunder shall be delivered to Holder by Holder withholding amounts due to the Borrower from the operations of the RPC.

5. Security Interest. Borrower has granted to Holder a security interest to secure repayment of this Note as follows:

(a) In order to secure the Borrower’s repayment of the amounts due hereunder, the Borrower is issuing the Lender an option to purchase 1,000,000 shares of the Lender’s common stock at an exercise price of $1.179 per share (the closing price on May 31, 2023) in the form attached hereto as Exhibit A (the “Stock Option”). At any time there are amounts due to Lender under this Note, the Lender may use the amounts then outstanding to purchase some or all of the shares under the Stock Option by using the outstanding amounts has payment of the exercise price under the Stock Option in accordance with the terms of the Stock Option. The Company agrees to issue to its transfer agent a Letter of Instructions in the form attached hereto as Exhibit B in order to reserve 1,000,000 shares from the Company’s authorized common stock to remain in effect for as long as any amounts are due and owing to the Lender under this Note.

(b) As additional security for the repayment of the amounts due hereunder, the Borrower hereby grants the Lender a security interest in the trial remediation processing center that is currently on-site in Kuwait at the DIC facility. Borrower represents that there are no liens on the trial remediation processing center and no other encumbrances except the Borrower is obligated to pay 25% of the gross revenue Borrower receives from the operation of the trial remediation processing center to certain third party investors. Once all amounts due hereunder are paid in full by the Borrower then this security interest is void and of no force or effect. The Borrower agrees not to place any future liens or encumbrances on the trial remediation processing center without consent of the Lender until all amounts due hereunder have been paid in full.

(c) As additional security for the repayment of the amounts due hereunder, the Borrower hereby grants the Lender a security interest in the RPC. Borrower represents that there are no liens on the RPC and no other encumbrances except the Borrower is obligated to pay 25% of the gross revenue Borrower receives from the operation of the RPC to certain third party investors. Once all amounts due hereunder are paid in full by the Borrower then this security interest is void and of no force or effect. The Borrower agrees not to place any future liens or encumbrances on the RPC without consent of the Lender until all amounts due hereunder have been paid in full.

6. Events of Default. In the event the Borrower does not have the RPC at a port in Houston, Texas ready to ship within six weeks after the Dismantling Date, then the Borrower agrees to a $5,000 per day penalty. In the event the Borrower does not have staff (company or third party) on-site at the Lender’s facility in Kuwait within one week after receipt of the Kuwait Notice, then Borrower agrees to a $5,000 per day penalty until such staff is on-site. Any penalties hereunder will be added to principal amount due and owing under this Note.

7. Amendment and Waiver/Assignment. The provisions of this Note may be amended only if Borrower has obtained the prior written consent of Holder in its sole and absolute discretion. Holder may not assign this Note, and its rights hereunder, without the prior written consent of Borrower.

8. Usury Laws. It is the intention of Borrower and Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters.

9. No Waiver. No delay by Holder in exercising any power or privilege hereunder, nor any single or partial exercise of any power or privilege hereunder, shall preclude any other or further exercise thereof, the exercise of any other power or privilege hereunder.

10. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed email if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

11. Construction. The headings in the paragraphs of this Note are for convenience only and shall not constitute a part hereof. Whenever the context so requires, the masculine shall include the feminine and the neuter, the singular shall include the plural, and conversely. The terms and all parts of this Note shall in all cases be interpreted simply and according to their plain meaning and neither for nor against any party hereto.

12. Time of the Essence. Time is hereby expressly declared to be of the essence of this Note and of every provision hereof.

13. Governing Law/Venue. This Note shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of Texas without giving effect to conflict of laws principals, and shall not be construed strictly against the drafter hereof. The venue for any legal action related to this Note shall be the federal courts having jurisdiction over Houston, Texas.

(Signatures on Next Page)

IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of May 31, 2023.

Exhibit A

Stock Option

Exhibit B

Letter of Instruction to Transfer Agent

Exhibit 4.2

VIVAKOR, INC.
NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTIONS

This Non-Qualified Stock Option Agreement consists of this Notice of Grant of Non-Qualified Stock Options (the “Grant Notice”) and the Non-Qualified Stock Option Award Agreement (“Agreement”) immediately following. The Non-Qualified Stock Option Agreement sets forth the specific terms and conditions governing this grant of Non-Qualified Stock Options. Capitalized terms used in this Grant Notice but not otherwise defined herein, shall have the meanings ascribed to them in the Agreement immediately following.

BY EXECUTING THIS NON-QUALIFIED STOCK OPTION AGREEMENT, THE OPTIONEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE PROVISIONS OF THIS GRANT NOTICE AND THE AGREEMENT, AND AGREES THAT THIS GRANT NOTICE AND AGREEMENT SHALL GOVERN THE TERMS AND CONDITIONS OF THIS AWARD. THIS NON-QUALIFIED STOCK OPTION AGREEMENT IS NOT BEING GRANTED UNDER A COMPANY STOCK OPTION PLAN.

IN WITNESS WHEREOF, the Corporation and Optionee have duly executed this Non-Qualified Stock Option Agreement, and this Non-Qualified Stock Option Agreement shall be effective as of the Grant Date set forth above.

NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (“Agreement”) is between Vivakor, Inc., a Nevada corporation (“Corporation”) and the company (“Optionee”) identified in the Notice of Grant of Non-Qualified Stock Options (“Grant Notice”), and is effective as of the grant date referenced in the Grant Notice (“Grant Date”). This Agreement supplements the Grant Notice to which it is attached, and, together, with the Grant Notice, constitutes the “Non-Qualified Stock Option Agreement” referenced in the Grant Notice.

RECITALS

A. This Non-Qualified Stock Option Agreement is being granted to the Optionees pursuant to the terms of that certain Secured Promissory Note.

B. In consideration of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Optionees agree as follows:

AGREEMENT

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. All references to the Code shall be interpreted to include a reference to any applicable regulations, rulings or other official guidance promulgated pursuant to such section of the Code.

(b) “Fair Market Value” means the closing price of one share of Stock on the trading date immediately preceding the Grant Date as reported on the Nasdaq or such other exchange on which the Stock is then traded (or if no such price was reported on such date, the closing price of the Stock on the last trading day before the Grant Date on which such closing price was reported).

(c) “Optional Exercise Date” means the day after all amounts due under the Secured Promissory Note have been repaid in full.

(d) “Secured Promissory Note” means that certain Secured Promissory Note issued by the Corporation to the Optionee on the Grant Date.

(e) “Stock” means the common stock of the Corporation, $0.001 par value per share.

2. Grant of Option. Subject to the terms of this Agreement, the Corporation grants to Optionee the right and option to purchase from the Corporation all or any part of the aggregate number of shares of Stock specified in the Grant Notice (“Option”). The Option granted under this Agreement is not intended to be an “Incentive Stock Option” under Section 422 of the Code.

3. Exercise Price. The exercise price under this Agreement is the exercise price per share of Stock specified in the Grant Notice, which is not less than the Fair Market Value of a share of Stock on the Grant Date.

4. Vesting of Option. The Option shall vest and become exercisable according to the vesting schedule set forth in the Grant Notice.

5. Exercise of Option. This Option may be exercised in whole or in part at any time after it vests in accordance with Section 4 and before the Option expires by delivery of a written notice of exercise (under Section 6 below) and payment of the exercise price. The exercise price may be paid by (i) extinguishment of amounts due to the Optionee by the Corporation under the Secured Promissory, or (ii) after the Optional Exercise Date by the payment of the Exercise Price in Cash (in U.S. Dollars), or (iii) such other method permitted by the Board and communicated to the Optionee before the date the Optionee exercises the Option.

6. Method of Exercising Option. Subject to the terms of this Agreement, the Option may be exercised by timely delivery to the Corporation of written notice, which notice shall be effective on the date received by the Corporation, and payment of the Exercise Price. The notice shall state Optionee’s election to exercise the Option and the number of underlying shares in respect of which an election to exercise has been made.

7. Term of Option. The Option granted under this Agreement expires one (1) year after the Optional Exercise Date (the “Expiration Date”).

8. Withholding; Tax Advice. The Corporation shall have the power to withhold, or require the Optionee to remit to the Corporation, the amount necessary to satisfy federal, state, and local withholding tax requirements with respect to the exercise of the Option. To the extent that alternative methods of withholding are available under applicable tax laws, the Corporation shall have the power to choose among such methods. To the extent permissible under applicable tax, securities, and other laws, the Corporation may, in its sole discretion, permit Optionee to satisfy a tax withholding requirement by: (a) using already owned shares of Stock that have been held by Optionee for at least six (6) months or longer (which holding period may be waived by the Corporation); (b) a broker-assisted “cashless” transaction; (c) directing the Corporation to apply shares of Stock to which Optionee are otherwise entitled to satisfy the required withholding amount; or (d) personal check or other cash equivalent acceptable to the Corporation. The Optionee hereby acknowledges that neither the Corporation nor any of its representatives has provided to Optionee any tax-related advice with respect to the matters covered by this Agreement. The Optionee understand and acknowledge that Optionee are solely responsible for obtaining their own tax advice with respect to the matters covered by this Agreement.

9. Nontransferability of Options. The Options granted by this Agreement shall not be transferable by the Optionee or any other person claiming through Optionee, either voluntarily or involuntarily, except as permitted by the Board.

10. Administration. This Agreement shall at all times be administered by the Board. The Board shall have the sole and complete discretion with respect to all matters under this Agreement and decisions of the Board with respect thereto and to this Agreement shall be final and binding upon Optionees and the Corporation.

11. Adjustments. Notwithstanding anything in this Agreement to the contrary, in the event of any stock splits, reverse stock splits, stock dividends, consolidations, recapitalizations, reorganizations or other changes in the Corporation’s capital structure, the Board shall make an equitable proportionate adjustment in the number of shares of Stock subject to the Option, as well as the Exercise Price, as appropriate, to prevent the dilution or enlargement of Optionees’ rights under this Agreement.

12. Compliance with Applicable Laws. The Corporation shall not be required to deliver any shares of Stock pursuant to the exercise of the Option if, in the opinion of counsel for the Corporation, such issuance would violate the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other applicable federal or state securities laws, regulations, or rules of the exchange or quotation system on which the shares of Stock are listed. Notwithstanding anything herein to the contrary, the Corporation shall not be required to issue or deliver any certificates evidencing shares of Stock, make any book entry credits, or take any other action to evidence the ownership of shares of Stock pursuant to the exercise or settlement of the Option, unless and until the Corporation has determined, with advice of counsel, that the issuance and delivery of such certificates, book entry credits, or other evidence of ownership, is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange or quotation system on which the shares of Stock are listed, quoted or traded. All Stock certificates, book entry credits, or other evidence of ownership delivered pursuant to this Agreement are subject to any stop-transfer orders and other restrictions as the Corporation deems necessary or advisable to comply with applicable law and the rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Corporation may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Corporation may require that Optionees make such reasonable covenants, agreements, and representations as the Corporation, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

13. No Shareholders Rights. The Optionee will have no voting rights or any other rights as a shareholder of the Corporation with respect to the Option until the Optionee has become the holder of record of such shares of Stock underlying the Option.

14. Governing Law. This Agreement shall be interpreted and administered under the laws of the State of Texas.

15. Amendment. This Agreement may only be amended with the written approval of the Optionee and the Corporation, provided, that, to the extent any modification, alteration or amendment is made pursuant to the adjustment provisions of Section 12, or is necessary to comply with any provision of applicable law, rule or regulation, or to secure favorable tax treatment for the Optionees or the Corporation, the Corporation may act unilaterally to modify, alter or amend the Agreement. The provisions of this Agreement may not be waived or modified unless such waiver or modification is in writing and signed by a representative of the Board.

16. Entire Agreement; Severability. This Agreement constitutes the entire, final, and complete agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, promises, understandings, negotiations, representations, and commitments, both written and oral, between the parties hereto with respect to the subject matter hereof. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or under any applicable law, the parties hereto shall negotiate an equitable adjustment to the provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose and intent of this Agreement, and in any event, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.