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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
November 6, 2020 (October 30, 2020)

 

Victory Oilfield Tech, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada    002-76219-NY   87-0564472
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

3355 Bee Caves Road, Suite 608, Austin, Texas   78746
(Address of principal executive offices)   (Zip Code)

 

(512) 347-7300
(Registrant’s telephone number, including area code)

 

 
(Former name or former address, if changed since last report)

 

Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities
registered pursuant to Section 12(b) of the Act: None

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.

 

Emerging
Growth Company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Amendment to a Material Definitive Agreement.

 

As previously reported on April 12, 2018,
Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation) (the “Company”) entered into a loan agreement (the
“Loan Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”) on
April 10, 2018, pursuant to which VPEG may, in its sole discretion and upon written request from the Company, loan to the Company
up to $2,000,000 upon the terms set forth therein. Any loan made pursuant to the Loan Agreement is evidenced by a secured convertible
original issue discount promissory note (the “Note”). The Note reflects a 10% original issue discount and will not
bear any interest in addition to the original issue discount. The Note is secured by a security interest in all of the Company’s
assets. As of December 31, 2019, the outstanding balance on the Note was $1,978,900, of which $78,500 is Original Issue Discount.
From January 1, 2020 to the date hereof, VPEG advanced an additional $585,000 under the Note (the “Advance”).

 

Under the terms of the Note, VPEG will
have the right, exercisable at any time from and after the maturity date and prior to payment in full of the principal amount,
to convert all or any portion of the principal amount then outstanding, plus all accrued but unpaid interest at the Default Interest
Rate (the “Default Interest”), into shares of Common Stock at a conversion price equal to $0.75 per share If VPEG exercises
its right to convert the Note into Common Stock, the Company will issue to VPEG on the date of such conversion a warrant to purchase
a number of shares of Common Stock equal to the number of shares issuable upon such conversion of the Note, the terms of which
shall be mutually agreeable to the parties; provided that the warrant shall have a five (5) year term and the exercise price shall
be $0.75 per share with the ability of VPEG to exercise the warrant on a cashless basis.

 

On October
30, 2020, the Company and VPEG entered into an amendment to the Loan Agreement (the “Amendment”), pursuant to which
the parties agreed to increase the loan amount to up to $3,000,000
to cover the Advance and the Company’s working
capital needs.

 

The foregoing summary of the terms and
conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Amendment filed as an exhibit to this report.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation of an Off-Balance Sheet Arrangement
of a Registrant.

 

The information set forth under Item 1.01
regarding the Amendment is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

 

 

SIGNATURES

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

 

 

Date:  November 6, 2020 VICTORY OILFIELD TECH, INC.
   
  /s/ Kevin DeLeon
  Name: Kevin DeLeon
  Title: Interim Chief Executive Officer

 

 

2

Exhibit 10.2

 

AMENDMENT NO. 1

TO

LOAN AGREEMENT

 

This Amendment No.
1 to Loan Agreement (this “Amendment”) is made as of the 30th day of October, 2020, by and between Visionary
Private Equity Group I, LP
, a Missouri limited partnership (the “Lender”), and Victory
Oilfield Tech, Inc. (
formerly Victory Energy Corporation), a Nevada
corporation (the “Borrower”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed
to them in the Loan Agreement (as defined below).

 

RECITALS

 

A. 
On April 10, 2018, Borrower and Lender entered into a Loan Agreement (the “Loan Agreement”), pursuant
to which the Borrower may request a loan (the “Loan”) from the Lender of up to $2,000,000 (the “Loan
Amount
”). The Lender has indicated that upon the request of the Borrower it may, in its sole discretion, advance amounts
to the Borrower up to the Loan Amount.

 

B. 
The Loan is secured by a first priority security interest in all of the assets of the Borrower.

 

C. 
As of December 31, 2019, the outstanding balance on the Note (as defined below) was $1,978,900, of which $78,500 is Original
Issue Discount. From January 1, 2020 to the date hereof, the Lender has advanced an additional $585,000 under the Note (the “Advance”).

 

D. 
The parties desire to amend the Loan Agreement as set forth herein, to increase the Loan Amount to $3,000,000 (the “New
Loan Amount
”), to cover the Advance and Borrower’s working capital needs. The Lender has indicated that upon the
request of the Borrower it may, in its sole discretion, advance amounts to the Borrower up to the New Loan Amount.

 

AGREEMENTS

 

1. 
Agreement. Except as specifically modified
by this Amendment, the terms and conditions of the Loan Agreement and the Note, shall remain in full force and effect. In the event
of any inconsistency between the terms of this Amendment and the terms of the Loan Agreement and/or the Note, the terms of this
Amendment shall control.

 

2. 
Amendments. (a) Section 2.1 of the Loan
Agreement is hereby deleted and replaced in its entirety as follows:

 

“2.1 Loan.
On the terms and subject to the conditions hereinafter set forth, the Lender may, in its sole discretion and upon the written request
of the Borrower, loan to the Borrower up to the sum of $3,000,000.”

  

(b) Section 2.2 of
the Loan Agreement is hereby amended such that the form of Note, as attached as Exhibit A thereto, is hereby amended and restated
in its entirety as set forth in Exhibit A hereto.

 

 

3. 
Effective Immediately. The terms of this
Amendment shall be effectively immediately upon execution of same.

 

4. 
Entire Agreement. This Amendment and
the Loan Agreement and the Note constitute the entire agreement and understanding between the parties with regard to the subject
matter hereof and supersede any prior written or oral agreements. Any modifications to this Amendment or the Loan Agreement or
the Note must be in writing and signed by the authorized representatives of the Parties.

 

5. 
Choice of Law and Jurisdiction. The laws
of the State of Texas shall apply to and control any interpretation, construction, performance or enforcement of this Amendment.

 

6. 
Counterparts and Facsimile or Electronic Signatures.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one agreement. A facsimile or electronic signature, including through technology such as DocuSign, to this Amendment
shall be deemed an original and binding upon the party against whom enforcement is sought.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.

 

  LENDER:
     
 

Visionary Private Equity Group I, LP,

By: Visionary PE GP I, LLC,

  its General Partner
     
  By: /s/ Ronald Zamber
  Name: Ronald Zamber
  Title: Senior Managing Director

 

  Address:  1520 South Fifth Street
    Suite 308
    St. Charles, MO 63303

 

  BORROWER:
   
  Victory Oilfield Tech, Inc.
     
  By: /s/ Kevin DeLeon
  Name: Kevin DeLeon
  Title: Chief Executive Officer

 

  Address:  3355 Bee Caves Road
    Suite 608
    Austin, TX 78746

 

 

EXHIBIT A

 

FORM OF NOTE

 

(See Attached)

 

 

THIS
NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE
TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE,
(3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS
UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 3355 BEE CAVES ROAD, SUITE 608, AUSTIN, TX 78746.

 

THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL, IN A FORM ACCEPTABLE TO THE MAKER, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

 

SECURED
CONVERTIBLE

ORIGINAL
ISSUE DISCOUNT PROMISSORY NOTE

 

Principal Amount: $[*] [Date]
   
Loan Amount: $[*]  

 

FOR
VALUE RECEIVED, on the [*] day of [MONTH], [YEAR] (the “Funding Date”), the undersigned, Victory
Oilfield Tech, Inc.
(formerly Victory Energy Corporation), a Nevada corporation (the “Maker”), promises
to pay to the order of Visionary Private Equity Group I, LP, a Missouri limited
partnership, or its assigns (collectively, the “Holder”), the principal sum of [*] ($[*]) (the “Principal
Amount
”), in lawful money of the United States, together with all costs and expenses due hereunder calculated in the
manner hereinafter set forth in this Secured Convertible Original Issue Discount Promissory Note (the “Note”).

 

This
Note is being issued in connection with the entry by the Maker and the Holder into a Loan Agreement, dated April 10, 2018, as
amended by Amendment No. 1 to the Loan Agreement, dated October [*], 2020 (as amended, the “Loan Agreement”)
and is being secured by the security interest granted by the Maker to the Holder pursuant to Section 4 of this Note. Capitalized
terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the Loan Agreement.

 

 

1. Term;
Original Issue Discount; Payments

 

(a) The
term of this Note is from the Funding Date until [*]; provided, however, that upon written notice from the Holder to the Maker
following the closing of the Private Placement, the Holder may demand immediate full repayment of all obligations under this Note
(the “Maturity Date”). The Maturity Date may be extended by a written agreement between the Holder and the
Maker.

 

(b) This
Note is being issued at an original issue discount of ten percent (10%). No additional interest (other than Default Interest (as
defined below)) shall accrue hereon. This Note has been issued with “original issue discount” for U.S. Federal income
tax purposes. The Maker will make available to any holder of this note: (1) the issue price and issue date of the Note, (2) the
amount of original issue discount on the Note, (3) the yield to maturity of the Note, and (4) any other information required to
be made available by U.S. Treasury Regulations upon receiving a written request for such information at the following address:
3355 Bee Caves Road, Suite 608, Austin, TX 78746.

 

(c)
The Maker shall pay to the Holder the unpaid Principal Amount in full on the Maturity Date.

 

2. Acceleration
and Events of Default

 

In
the event that any of the following (each, an “Event of Default”) shall occur:

 

(a) The
Maker shall default in the payment of the Principal Amount of this Note as and when the same shall become due and payable, whether
by acceleration or otherwise; or

 

(b) The
Maker shall default in any material manner in the observance or performance of any covenants or agreements set forth in this Note
or the Loan Agreement (all as may be amended, restated, extended, supplemented or otherwise modified from time to time, herein
collectively called, the “Loan Documents”); or

 

(c) The
Maker shall: (i) admit in writing its inability to pay its debts as they become due; (ii) apply for, consent to, or acquiesce
in, the appointment of a trustee, receiver, sequestrator or other custodian for the Maker or any of its property, or make a general
assignment for the benefit of creditors; (iii) in the absence of such application, consent or acquiesce in, permit or suffer to
exist the appointment of a trustee, receiver, sequestrator or other custodian for the Maker or for any part of its property; or
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Maker, and,
if such case or proceeding is not commenced by the Maker or converted to a voluntary case, such case or proceeding shall be consented
to or acquiesced in by the Maker or shall result in the entry of an order for relief;

 

 

then,
and so long as such Event of Default is continuing for a period of two (2) business days in the case of non-payment under Section
2(a) or 2(b) (and the event which would constitute such Event of Default, if curable, has not been cured), by written notice to
the Maker from the Holder, then the Holder shall have the right to declare all obligations of the Maker under this Note to become
immediately due and payable without presentment, demand, protest or any other action nor obligation of the Holder of any kind,
all of which are hereby expressly waived, and Holder may exercise any other remedies the Holder may have at law or in equity.
If an Event of Default specified in Section 2(c) above occurs, the principal amount of this Note shall automatically, and without
any declaration or other action on the part of any Holder, become immediately due and payable.

 

Upon
the occurrence of an Event of Default, interest upon the unpaid Principal Amount shall begin to accrue at a rate equal to the
lesser of (a) eight (8) percent per annum or (b) the maximum interest rate allowed from time to time under applicable law (“Default
Interest Rate
”), and shall continue at the Default Interest Rate until the Event of Default is cured or full payment
is made of the unpaid Principal Amount. If any judgment is rendered in favor of the Holder against the Maker, said judgment shall
bear interest at the Default Interest Rate or the maximum rate permitted by applicable law from time to time, in effect as of
the date of this Note.

 

3. Prepayment
Without Penalty

 

Maker
shall have the right at any time to prepay, in whole or in part, the Principal Amount without penalty, subject to the qualification,
however, that no partial prepayment of the Principal Amount shall in any way release, discharge or affect the obligation of the
Maker to make full payment in the amount of the balance of said Principal Amount on the Maturity Date. If Maker desires to prepay
this Note, Maker shall provide the Holder with reasonable advance written notice such that Holder will have the opportunity to
convert this Note in accordance with Section 5 hereof prior to any such prepayment.

 

4. Security
Agreement

 

(a) Grant
of Security Interest
. To secure the prompt repayment of each and all of the obligations of the Maker hereunder to the Holder
and its assigns, the Maker hereby pledges, grants, assigns and transfers to the Holder and its assigns a continuing lien on and
security interest in and to all of the following property of the Maker (collectively the “Collateral”):

(i) All
accounts, accounts receivable, contract rights, general intangibles related to or arising from any account, debit balances, note,
documents, chattel paper, instruments, acceptances, drafts or other forms of obligations and receivables of the Maker arising
from the sale or lease of inventory or rendition of services by the Maker, or on behalf of the Maker, in the ordinary course of
its business or otherwise (all of the foregoing being herein collectively called “Accounts”), whether or not
the same are listed on any schedules, assignments or reports furnished to the Holder from time to time, whether such Accounts
are now existing or are created at any time hereafter, and all proceeds therefrom including without limitation, proceeds of insurance
thereon and all guaranties, securities, and liens which the Maker may hold for the payment of any Accounts, including without
limitation, all rights of stoppage in transit, replevin and reclamation and all other rights and remedies of unpaid vendor or
lienor, and any liens held by the Maker as a mechanic, contractor, subcontractor, processor, materialman, machinist, manufacturer,
artisan, or otherwise.

 

 

(ii) All
documents, instruments, documents of title, policies and certificates of insurance, guaranties, securities, chattel paper, deposits,
proceeds of insurance, cash, liens or other property relating to Accounts and owned by the Maker or in which the Maker has an
interest, which are now or may hereafter be in the possession of the Maker or as to which the Maker may now or hereafter control
possession by documents of title or otherwise.

 

(iii) All
books records, customer lists, supplier lists, ledgers, evidences of shipping invoices, purchase orders, sales orders, computer
records, lists, software, programs, and all other such evidences of the Maker’s business records related to the Accounts,
including all cabinets, drawers, etc. that may hold same, all whether now existing or hereafter arising or acquired.

 

(iv) All
of the Maker’s tangible property of whatever nature or description, whether real or personal, now or hereafter used, owned,
held or leases, including without limitation all furniture, fixtures, equipment, inventory and supplies.

 

(v) All
of the Maker’s intangible property of whatever nature or description, including without limitation, all intellectual property,
trade names, trademarks, service marks, computer programs (including source code and object code), patents and copyrights now
owned or hereafter acquired and, specifically including, without limitation, the License (as defined in the Transaction Agreement).

 

(vi) All
renewals, substitutions, replacements, additions, accessions, proceeds, and products of any and all the foregoing.

 

The
Maker’s grant of such security interests to the Holder shall secure the payment and performance of the indebtedness, obligations
and liabilities of the Maker to the Holder of every kind and description, direct and indirect, absolute and contingent, due or
to become due, now existing or hereafter arising, that relate to this Note and the rights and remedies created hereunder, and
all legal and other professional fees incurred in connection with any of the foregoing. The security interest granted to the Holder
hereunder shall be prior to all other interests in the Collateral.

 

(b) The
Maker hereby agrees that the Holder shall have all the rights and remedies of a secured party under the Uniform Commercial Code
as in effect from time to time in the State of Texas. The Maker agrees that at any time, and from time to time, at the request
of the Holder, the Maker shall execute and deliver (or cause to be executed and delivered) any and all such further instruments
and/or documents (including without limitation, UCC-1 financing statements) as the Holder may consider reasonably necessary or
desirable in order to effectuate, complete, perfect or preserve and maintain the lien created hereby. Upon any failure by the
Maker to do so, the Holder may make, execute, record, file, re-record or refile any and all such instruments and documents for
and in the name of the Maker; the Maker hereby irrevocably appoints the Holder as the agent and attorney-in-fact of the Maker
to do so; and the Maker shall reimburse the Holder, on demand, for all costs and expenses incurred by the Holder in connection
therewith, such amount being added to the indebtedness arising under the Note.

 

 

(c) The
security interest created hereunder shall terminate upon the payment in full by the Maker to the Holder of any and all indebtedness,
obligations and liabilities arising from, or in any way related to, the Note.

 

(d) Events
of Default; Acceleration of Maturity
. If an Event of Default shall have occurred and be continuing (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any governmental authority), then, in addition to the remedies
provided for elsewhere in this Note and without limitation thereof, at the option of the Holder exercised by written notice to
the Maker, the Holder may (A) foreclose the liens and security interests created under this Note or under any other agreement
relating to the Collateral, by any available judicial process, (B) enter any premises where any of the Collateral may be located
for the purpose of taking possession or removing the same, and (C) sell, assign, lease or otherwise dispose of the Collateral
or any part thereof, either at public or private sale or at any broker’s board, in lots or in bulk, for cash, on credit
or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Holder, all at
the sole option of the Holder and as the Holder, in its sole discretion, may deem advisable and to the extent permitted by law,
the Holder may bid or become a purchaser at any such sale, and the Holder shall have the right, at its option, to apply or be
credited with the amount of all or any part of the obligations owing by the Maker to the Holder under this Note, against the purchase
price bid by the Holder at any such sale. The net cash proceeds resulting from the collection, liquidation, sale, lease or other
disposition of the Collateral (including, without limitation a sale where the Holder is the purchaser) shall be applied first
to the expenses (including reasonable attorneys’ and other professional fees) of retaking, holding, storing, processing
and preparing the Collateral for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all such
obligations, application as to particular obligations or against principal or any interest to be in the sole discretion of the
Holder. The Holder shall give the Maker at least five (5) Business Days prior written notice of the time and place of any public
sale of Collateral.

 

(e) Suits
for Enforcement
. In case any one or more of the Events of Default shall have occurred and be continuing, the Holder may proceed
to protect and enforce rights of the Holder either by suit in equity or by action at law, or both, whether for the specific performance
of any covenant or agreement in this Note or in aid of the exercise of any power granted in this Note, including without limitation,
possession or foreclosure on the Collateral securing the Note, or the Holder may proceed to enforce the payment of the Note or
to enforce any other legal or equitable right of the Holder.

 

(f) Remedies
Cumulative
. No remedy herein conferred upon the Holder is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise.

 

(g) Remedies
Not Waived
. No course of dealing between the Maker and the Holder and no delay in exercising any rights hereunder shall operate
as a waiver of any rights of the Holder.

 

 

(h) Notice
of Action of Claimed Defaults
. If a holder of other obligations of the Maker shall give any notice of a claimed default or
event of default (as those terms may be defined in the relevant documentation) or shall take any other action with respect to
a claimed default or event of default, immediately upon obtaining knowledge thereof, the Maker shall give the Holder written notice
specifying such action and the nature and status of the claimed default or event of default.

 

5. Conversion

 

(a) Generally.
The Holder shall have the right, exercisable at any time from and after the Maturity Date and prior to payment in full of the
Principal Amount, to convert all or any portion of the Principal Amount then outstanding, plus all accrued but unpaid interest
at the Default Interest Rate (the “Default Interest”), into shares of the Maker’s common stock, par value
$0.001 per share (the “Common Stock”) at a conversion price (the “Conversion Price”) equal
to $0.75 per share or, such lower price as shares of Common Stock are sold to investors in the Private Placement, subject to adjustment
in accordance with Section 5(d) herein (the Common Stock underlying the Note being referred to herein as the “Shares”).
If the Holder exercises its right to convert the Note into Shares pursuant to this Section 5, the Maker shall issue to the Holder
on the date of such conversion a warrant (the “Warrant”) to purchase a number of shares of Common Stock equal
to the number of Shares issuable upon such conversion of the Note, the terms of which shall be mutually agreeable to the parties;
provided that the warrant shall have a five (5) year term and the exercise price shall be $0.75 per share (or such lower exercise
price per share of Common Stock as may be afforded to investors in the Private Placement) with the ability of the Holder to exercise
the warrant on a cashless basis.

 

(b) Mechanics
of Conversion
. The conversion of this Note shall be conducted in the following manner: upon any conversion of any portion
of the outstanding Principal Amount of this Note, plus all accrued but unpaid Default Interest thereon: (i) the Holder shall deliver
a completed and executed Notice of Conversion attached hereto as Exhibit A and, if such conversion is for the entire outstanding
Principal Amount due under this Note surrender and deliver this Note, duly endorsed, to the Maker’s office or such other
address which the Maker shall designate against delivery of the certificates representing the Shares to be delivered; (ii) the
Maker shall, within three (3) business days of receipt of the Notice of Conversion cause the Maker’s transfer agent to issue
such required number of Shares as set forth in the Conversion Notice. The Holder shall not be required to physically surrender
this Note to the Maker until all of the Principal Amount and accrued and unpaid interest under this Note have been converted into
Shares or been paid in full, in which case, the Holder shall surrender this Note to the Maker for cancellation within three (3)
business days of the date the final Notice of Conversion is delivered to the Maker. Partial conversions of this Note shall have
the effect of lowering the outstanding Principal Amount due hereunder. The Holder and the Maker shall maintain records showing
the number of Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records of the
Maker shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this
Note, acknowledge and agree that, by reason of the provisions of this paragraph, the Principal Amount due hereunder at any given
time may be less than the amount stated on the face hereof.

 

 

(c) Reservation
of Common Stock
. The Maker covenants that during the period the conversion right exists, the Maker will reserve from its authorized
and unissued Common Stock a sufficient number of shares of Common Stock, free from preemptive rights, to provide for the issuance
of Shares upon the full conversion of this Note and exercise of the Warrant. In addition, if the Maker shall issue any securities
or make any change to its capital structure which would change the number of Shares into which the Note shall be convertible at
the then current Conversion Price, the Maker shall at the same time make proper provision so that thereafter there shall be a
sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding
Note and exercise of the Warrant.

 

(d) Adjustments
to Conversion Price
.

 

(i) Adjustments
for Stock Splits and Combinations and Stock Dividends.
If the Maker shall at any time or from time to time after the date
hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock,
then the Conversion Price shall be proportionately adjusted. Any adjustments under this Section 5(d)(i) shall be effective at
the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend,
as applicable.

 

(ii) Merger
Sale, Reclassification, etc
. In case of any (A) consolidation or merger (including a merger in which the Maker is the surviving
entity), (B) sale or other disposition of all or substantially all of the Maker’s assets or distribution of property to
shareholders (other than distributions payable out of earnings or retained earnings), or reclassification, change or conversion
of the outstanding securities of the Maker or of any reorganization of the Maker (or any other corporation the stock or securities
of which are at the time receivable upon the conversion of this Note) or any similar corporate reorganization on or after the
date hereof, then and in each such case the Holder of this Note, upon the conversion hereof at any time thereafter shall be entitled
to receive, in lieu of the stock or other securities and property receivable upon the conversion hereof prior to such consolidation,
merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property
to which such Holder would have been entitled upon such consummation if such Holder had converted this Note immediately prior
thereto.

 

(e) Elimination
of Fractional Interests
. No fractional shares of Common Stock shall be issued upon conversion of this Note, nor shall the
Maker be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests
shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.

 

6. Legal
Rate of Interest

 

Nothing
herein contained shall be construed or so operate as to require payment of interest at a rate greater than the highest permitted
rate under applicable law, or to make any payment or to do any act contrary to applicable law. To this end, if during the course
of any litigation involving the enforceability of the obligations under this Note, a court having jurisdiction of the subject
matter or of the parties to said litigation shall determine that either the original issue discount or default interest rate as
set forth herein, or the effect of said discount or rate in relation to the particular circumstances of default resulting in said
litigation, are separately or collectively usurious, then the original issue discount or interest rate set forth herein shall
be reduced, or the operation and effect thereof ameliorated, to achieve the highest interest rate or charge which shall not be
usurious.

 

 

7. Costs
of Collection

 

The
Maker agrees to pay to the Holder, in addition to the amounts due hereunder, all costs and expenses incurred by the Holder to
collect any and all sums due under this Note, including the Holder’s attorneys’ fees, regardless of whether any action
or proceeding is commenced. Further, the Maker agrees to pay all applicable documentary stamp taxes and intangible taxes applicable
to this Note.

 

8. Binding
Nature; Assignment

 

This
Note shall bind the Maker and its principals, receivers, administrators, successors and assigns, and shall inure to the benefit
of the Holder and principals, receivers, administrators, successors and assigns. This Note and the obligations hereunder may not
be assigned by the Maker or assumed by another party without the prior specific written consent of the Holder. This Note and the
entitlements hereunder may be assigned by the Holder without the consent of the Maker.

 

9. Waivers
by Maker

 

The
Maker hereby waives demand, presentment for payment, notice of protest, and notice of dishonor or nonpayment of this Note.

 

10. Notice

 

Any
claim, notice, request, instruction or demand required to be given or elected to be given, in connection with this Note shall
be in writing and sent via personal delivery or overnight courier or via email with confirmation of receipt, to the Maker or the
Holder at the addresses set forth in the Loan Agreement, or such other address to be designated in writing by Maker or Holder.

 

11. Jury
Trial Waiver

 

The
Maker and the Holder each hereby knowingly and voluntarily waive trial by jury and the right thereto in any action or proceeding
of any kind, arising under or out of, or otherwise related to or connected with this Note.

 

12. Governing
Law; Mediation

 

This
Agreement shall be governed by and construed under the laws of the State of Texas without regard to the choice of law principles
thereof.

 

 

13. Complete
and Voluntary Agreement

 

This
Note, along with the Loan Documents, constitutes the entire understanding of the parties on the subjects covered. The Maker expressly
acknowledges and warrants that he/she/it has read and fully understands the terms of this Note; that the Maker has had the opportunity
to seek legal counsel of his/her/its own choosing and to have the terms of this Note fully explained to him/her/it; that the Holder
has advised the Maker to consult with an attorney prior to signing this Note; that the Maker is not executing this Note in reliance
on any promises, representations or inducements other than those contained herein; and that the Maker is executing this Note voluntarily,
free of any duress or coercion. If there is any ambiguity between the terms and provisions of this Note and the Loan Documents,
then the terms and provisions of the Note shall prevail and control such ambiguity.

 

14. Miscellaneous

 

(a) The
Maker shall, upon the Holder’s written request, promptly make, execute and deliver to the Holder any and all further documents
or instruments the Holder may consider necessary or desirable in order to effectuate, complete or perfect the Maker’s obligations
under this Note.

 

(b) If
any provision of this Note is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Maker and the Holder to the fullest extent possible. In any event, all other provisions
of this Note shall be deemed valid and enforceable to the fullest extent possible.

 

15. Waiver
of Trial by Jury

 

THE
MAKER AND THE HOLDER (BY ACCEPTANCE OF THIS INSTRUMENT) HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY HERETO.

 

[SIGNATURES
FOLLOW]

 

 

IN
WITNESS WHEREOF
, the Maker has signed this Note as of the Funding Date first set forth above.

 

MAKER:    
   
Victory Oilfield Tech, Inc.  
     
By:    
Name:  Kevin DeLeon  
Title: Chief Executive Officer  

 

 

EXHIBIT
A

 

VICTORY
OILFIELD TECH, INC.

NOTE
CONVERSION NOTICE

 

Reference
is made to the Secured Convertible Original Issue Discount Promissory Note in the original principal amount of $[*] of Victory
Oilfield Tech, Inc. (formerly Victory Energy Corporation), a Nevada corporation (the “Maker”), issued to the
undersigned (the “Note”).

 

In
accordance with and pursuant to the terms of the Note, the undersigned hereby elects to convert the entire outstanding principal
amount due and owing under the Note[, together with all accrued but unpaid Default Interest thereon,] into shares of Common Stock,
$0.001 par value per share, of the Maker (the “Common Stock”), by tendering the original of the Note for cancellation.

 

Please
confirm the following information:

 

Principal
Amount Outstanding
under the Note:  ______________________

 

[Accrued
but unpaid Default Interest

under
the Note:______________________]

 

Conversion
Price: ______________________

 

Number
of Shares to be issued: ___________________________________

 

Please
issue the Shares into which the Note is being converted in the following name and to the following address:

 

Issue
to: _____________________________

 

Address:
_____________________________

_______________________________

_______________________________

 

Name
of Holder:
_________________________

 

Signature
of Holder: ______________________

 

Title:
_________________________________

 

Date: _________________________________

 

 

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