Exhibit 2.1
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment No. 3 (this "AMENDMENT") is made as of this 28th day of
January, 2009, to that certain Amended and Restated Agreement and Plan of
Merger, dated as of May 19, 2008, as amended (as so amended, the "MERGER
AGREEMENT"), by and between World Waste Technologies, Inc., a California
corporation ("WWT"), on the one hand, and Vertex Energy, LP, a Texas limited
partnership ("VERTEX LP"), Vertex Energy, Inc., a Nevada corporation ("VERTEX
NEVADA"), Vertex Merger Sub, LLC, a California limited liability company and
wholly owned subsidiary of Vertex Nevada ("MERGER SUB"), and Xxxxxxxx X. Xxxxxx,
as agent ("AGENT") of the shareholders of Vertex Nevada, on the other hand. WWT,
Vertex LP, Vertex Nevada, Merger Sub and the Agent are collectively referred to
herein as the "PARTIES". Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to them in the Merger Agreement.
WHEREAS, the Parties desire to make a further change to the Merger
Agreement.
NOW, THEREFORE, in consideration of the mutual promises exchanged
herein, the Parties agree as follows:
1. Section 8.1(b) of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
"By either of the Vertex Parties or WWT if the Closing does
not occur on or before March 31, 2009."
2. NO FURTHER CHANGES. All other provisions of the Merger Agreement
shall remain in full force and effect after the execution of this Amendment.
3. TEXAS LAW GOVERNS. This Amendment shall be governed by and construed
under the internal laws of the State of Texas.
IN WITNESS WHEREOF, the Parties hereto have duly executed this
Amendment as of the day and year first above written.
World Waste Technologies, Inc.,
a California Corporation
By: /s/ XXXX XXXXXXXX
---------------------------
Name: Xxxx Xxxxxxxx
Title: CEO
Vertex Merger Sub, LLC,
a California Limited Liability Company
By: /S/ XXXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxxx X. Xxxxxx
Title: CEO
Vertex Energy, Inc.,
a Nevada corporation
By: /S/ XXXXXXXX X. XXXXXX
---------------------
Name: Xxxxxxxx X. Xxxxxx
Title: CEO
/S/ XXXXXXXX X. XXXXXX
--------------------------------
Xxxxxxxx X. Xxxxxx, individually
Vertex Energy LP,
a Texas limited partnership
By: /S/ XXXXXXXX X. XXXXXX
-----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: CEO
