Browse EX-10 agreements

Exhibit 10.2

FORBEARANCE AGREEMENT

This Forbearance Agreement (“Agreement”) is made and entered into this 4th day of May, 2026, by and between, CEDARVIEW OPPORTUNITIES MASTER FUND LP, as an investor and as agent for investors under the Existing Notes (“Investor”), and VIVAKOR, INC., a Nevada corporation (“Vivakor” or the “Company”) (collectively, the “Parties”).

WHEREAS, the Parties refer herein to the following:

(i) that certain Loan and Security Agreement, dated February 5, 2024, by and among the Company, certain of its subsidiaries, the Investor and Cedarview Capital Management, LLC., in its capacity as agent (in such capacity, the “Agent”) (as amended, modified or waived prior to the Effective Date (as defined below), the “Initial Loan and Security Agreement”), pursuant to which the Company issued a senior secured note to the Investor in an aggregate principal amount of $3,000,000 (the “Initial Note”);

(ii) that certain Loan and Security Agreement, dated October 31, 2024, by and among the Company, certain of its subsidiaries, the Investor and the Agent (as amended, modified or waived prior to the Effective Date, the “Second Loan and Security Agreement”, and together with the Initial Loan and Security Agreement, the “Loan and Security Agreements”), pursuant to which the Company issued a senior secured note to the Investor in an aggregate principal amount of $3,670,160.77 (the “Second Note”, and together with the Initial Note, the “Existing Notes”); and

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FORBEARANCE AND NOTE PAYMENT AMENDMENT AGREEMENT

This Forbearance and Note Payment Amendment Agreement (“Agreement”) is made and entered into this 6th day of May 2026 (the “Effective Date”), by and between, J.J. ASTOR & CO., a Utah corporation (the “Lender”), and VIVAKOR, INC., a Nevada corporation (“Vivakor” or the “Company”). The Company and the Lender are sometimes referred to collectively as the “Parties.”

RECITALS

WHEREAS, on March 17, 2025, the Company and the Lender entered into a loan agreement, as amended on June 17, 2025, July 9, 2025, and February 27, 2026 (the “Loan Agreement”); and

WHEREAS, on July 9, 2025, the Company issued the Lender a $5,940,000 principal amount amended and restated convertible installment secured promissory note (the “Second Note”), of which $6,815,805.71 is currently outstanding, due and payable as of the Effective Date of this Agreement; and

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EXECUTION COPY

SEVENTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT

This SEVENTH AMENDMENT TO SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of May 7, 2026 (this “Amendment”), is entered into among GOLDMAN SACHS PRIVATE CREDIT CORP. (the “Borrower”), solely with respect to Section 5.10 herein, the SUBSIDIARY GUARANTORS party hereto, the LENDERS and ISSUING BANKS party hereto, and TRUIST BANK, as Administrative Agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, the Borrower, the Lenders and Issuing Banks party thereto and the Administrative Agent are parties to that certain Senior Secured Revolving Credit Agreement dated as of April 6, 2023 (as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement dated as of August 9, 2023, that certain Second Amendment to Senior Secured Revolving Credit Agreement dated as of November 17, 2023, that certain Third Amendment to Senior Secured Revolving Credit Agreement dated as of May 23, 2024, that certain Fourth Amendment to Senior Secured Revolving Credit Agreement dated as of June 16, 2025, that certain Fifth Amendment to Senior Secured Revolving Credit Agreement dated as of October 14, 2025 and that certain Sixth Amendment to Senior Secured Revolving Credit Agreement dated as of December 17, 2025, the “Existing Credit Agreement” and as amended by this Amendment and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders extended certain commitments and made

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EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is dated as of May 7, 2026, and is by DOLPHIN ENTERTAINMENT, INC., a Florida corporation (“Pledgor”), in favor of FVP SERVICING, LLC, in its capacity as administrative agent for the Lenders under the Loan Agreement (as defined below) (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such term in the Loan Agreement.

BACKGROUND

1.Pledgor is the owner of the number of the Equity Interests listed next to its name on Schedule A in SHORE FIRE MEDIA, LTD., a New York corporation, and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (each, a “Pledged Entity” and, together, “Pledged Entities”).

2.Contemporaneously with the execution of this Agreement, the Pledged Entities, as borrowers (each, a “Borrower” and, together, “Borrowers”), are entering into a Loan Agreement (as amended, modified, supplemented, extended, restated or renewed from time to time, the “Loan Agreement”) with Administrative Agent and the lenders party thereto (collectively, the “Lenders”), pursuant to which, among other things, the Lenders have agreed to make one or more term loans to Borrowers in the aggregate original principal amount of up to $5,000,000 (the “Loan”).

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Exhibit 10.2

EXECUTION COPY

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and effective as of May 7, 2026, by and among each “Grantor” identified on the signature pages hereto, and each other direct or indirect Subsidiary of any Grantor added as a “Grantor” hereunder (each, a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative agent (including any successor, participant, assignee or transferee thereof, “Administrative Agent”) for itself and the Lenders (as defined in the Loan Agreement referred to below).

R E C I T A L S

WHEREAS, pursuant to that certain Loan Agreement (as amended, restated, supplemented, extended or otherwise modified from time to time, the “Loan Agreement”) dated as of the date hereof by and among Shore Fire Media, Ltd. (“Shore Fire”), The Door Marketing Group, LLC (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”), Administrative Agent and the Lenders from time to time party thereto, each Grantor is required to have executed and delivered this Security Agreement encumbering substantially all of each Grantor’s tangible and intangible personal property assets in favor of Administrative Agent for the ratable benefit of itself and the Lenders; and

WHEREAS, each Grantor has determined that it is in its best interest to execute this Security Agreement.

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Exhibit 10.1

EXECUTION COPY

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) dated as May 7, 2026, is made by and among SHORE FIRE MEDIA, LTD., a New York corporation (“Shore Fire”), and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”); each other Loan Party (as defined below) from time to time party hereto; each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent” and together with Borrowers and the Lenders, the “Parties”, and each, a “Party”).

W I T N E S S E T H:

WHEREAS, Borrowers have requested that the Lenders extend credit to Borrowers in the form of a term loan credit facility more particularly described herein, and the Lenders are each willing to do so on the terms, conditions and provisions set forth herein.

NOW, THEREFORE, upon the terms and conditions hereinafter stated, and in consideration of the mutual premises set forth above and other adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 As used in this Agreement, the following terms shall have the meanings set forth below (terms defined in the singular to have the same meaning when used in the plural and vice versa):

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Exhibit 10.7

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Convertible Promissory Note

$5,000,000.00	March 3, 2026

For value received, 100 Tokeneke Road LLC, a Connecticut limited liability company (“Borrower”) promises to pay to BPOZ 100 Tokeneke Holding, LLC, a Connecticut limited liability company (“Holder”) the principal sum of Five Million Dollars ($5,000,000.00) (the “Principal Amount”), together with simple interest on the outstanding principal amount at the rate of three and 60/100 percent (3.60%) per annum (this “Note”). Interest shall commence accruing on the date hereof and shall continue to accrue on the outstanding principal until paid in full or converted in accordance with this Note. Interest shall be computed on the basis of a year of 365 / 366 days for the actual number of days elapsed. Notwithstanding anything set forth herein

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Exhibit 10.6

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Convertible Promissory Note

$3,250,000.00	March 3, 2026

For value received, 100 Tokeneke Road LLC, a Connecticut limited liability company (“Borrower”) promises to pay to Belpointe Tokeneke Investment, LLC, a Connecticut limited liability company (“Holder”) the principal sum of Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) (the “Principal Amount”), together with simple interest on the outstanding principal amount at the rate of three and 60/100 percent (3.60%) per annum (this “Note”). Interest shall commence accruing on the date hereof and shall continue to accrue on the outstanding principal until paid in full or converted in accordance with this Note. Interest shall be computed on the basis of a year of 365 / 366 days for the actual number of days elapsed. Notwithstanding

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Form of Lock-Up Agreement

May 11, 2026

Re: Securities Purchase Agreement, dated as of May 11, 2026 (the “Purchase Agreement”), between Haoxi Health Technology Limited (the “Company”) and the purchasers signatory thereto

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. The undersigned irrevocably agrees with Univest Securities, LLC (“Univest”) that, from the date hereof until 90 days from the Closing Date (as defined in the Purchase Agreement (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Ordinary Share of the Company or securities convertible, exchangeable or exercisable into, Ordinary Share of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”), or make any demand for or exercise any right

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PLACEMENT AGENCY AGREEMENT

May 11, 2026

Haoxi Health Technology Limited

Room 801, Tower C, Floor 8, Building 103, Huizhongli Chaoyang District

Attn: Mr. Zhen Fan, CEO

Dear Mr. Fan:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Haoxi Health Technology Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.0025 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to mean that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placements. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placements, including but not limited to the Purchase Agreement (as defined below), shall be collectively

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2026, between Haoxi Health Technology Limited, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and (i) pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of [●], 2026 by and among GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), GP-Act III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned investors, severally and not jointly (collectively referred to herein as, the “Investor”).

RECITALS

WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially issued in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A Ordinary Shares (as defined below) on May 4, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

WHEREAS, the Company has filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission for the purpose of calling an extraordinary general meeting in lieu of an annual general meeting of the shareholders of the Company (as adjourned or postponed from time to time, the “Meeting”) to vote on, among other things, (i) a proposal to amend the Company’s Amended and Restated Articles of Association (as amended and currently in effect, the “Articles”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

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