VYEY Victory Oilfield Tech Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

Supply and Service Agreement

As previously reported on August 24, 2017 by Victory Oilfield Tech, Inc. (formerly Victory Energy Corporation) (“Victory”), on August 21, 2017 Victory entered into a transaction agreement (the “Transaction Agreement”) with Armacor Victory Ventures, LLC, a Delaware limited liability company (“Armacor”), pursuant to which, among other things, Armacor granted to Victory a worldwide, perpetual, royalty free, fully paid up and exclusive sublicense to all of Armacor’s owned and licensed intellectual property for use in the oilfield services business. In connection with the Transaction Agreement, Victory and Armacor entered into an Exclusive Sublicense Agreement, dated August 21, 2017 (the “License”), which contemplates that Liquidmetal Coatings Enterprises, LLC, a Delaware limited liability company (”LMC”), will supply Armacor^tm and Liquidmetal^® branded materials to Victory pursuant to a mutually agreeable supply agreement. The closing of the Transaction Agreement also occurred on August 21, 2017.

On September 6, 2019, Victory and LMC entered into a Supply and Services Agreement (the “Supply and Services Agreement”), pursuant to which Victory will purchase from LMC metal powders and wire including the Liquidmetal^® Armacor coating materials, coating formulations (whether existing formulations or formations hereafter created), and related wire products (whether existing products or those hereafter created). The prices paid by Victory for such products shall be no greater than the lowest prices charged by LMC, or any of its affiliates or designated or contracted partners, for the same products to any current or future purchasers during any period covered by the Supply and Services Agreement. The Supply and Services Agreement constitutes the mutually agreeable supply agreement contemplated in the License.

The term of the Supply and Services Agreement is five years, unless earlier terminated as provided therein, and will automatically renew for successive one year periods so long as the License is effective. Either party may terminate the Supply and Services Agreement upon 30 days written notice if the other party (i) is the subject of a petition for relief under any bankruptcy, insolvency, or debtor’s relief law (which for an involuntary petition is not dismissed within thirty days), (ii) is liquidated or dissolved, (iii) makes an assignment for the benefit of creditors, or (iv) has a receiver appointed for all or a substantial portion of the assets. LMC may terminate the Supply and Services Agreement if it can reasonably demonstrate that unauthorized use of the licensed patents, technical information or other confidential information of LMC has been made by Victory or a person or party within its control provided, that LMC provides at least thirty days prior written notice of such unauthorized use and Victory is unable to cure such unauthorized use within such period. Victory may terminate the Supply and Services Agreement in accordance with Section 2.5 of the License.

The foregoing summary of the terms and conditions of the Supply and Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supply and Services Agreement filed as exhibit 10.1 to this report.