0001432093-09-000235 Sample Contracts

VERTEX ENERGY, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 28th day of January, 2009 (the “Execution Date”), to be effective as of the Effective Date as defined below, between Vertex Energy, Inc., a Nevada corporation (the “Company”), and John Pimentel (“Executive”) (each of Company and Executive is referred to herein as a “Party,” and collectively referred to herein as the “Parties”).

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LETTER LOAN AGREEMENT May, 26 2009
Loan Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Texas

Pursuant to our prior discussions, this Letter Loan Agreement will serve to set forth the terms of the financing agreement by and between VERTEX ENERGY, INC., a Nevada corporation ("Borrower") and REGIONS BANK, an Alabama state bank corporation (the "Lender"):

RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Nevada

This Right of First Refusal and Related Rights Agreement (this “Agreement”) entered into on March __, 2009 to be effective as of the Effective Date (as defined below), is by and between Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“Vertex LP”), VTX, Inc. (“VTX”), Benjamin P. Cowart, an individual (“Cowart”), and Vertex Energy, Inc., a Nevada corporation (“Vertex Nevada”), each sometimes referred to herein as a “Party,” and collectively referred to herein as the “Parties.”

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Texas

This Asset Transfer Agreement (this “Agreement”) entered into on March __, 2009, to be effective as of the Effective Date (as defined below) is by and between Vertex Holdings, L.P., formerly Vertex Energy, L.P., a Texas limited partnership (“Vertex LP”), all of the partners of Vertex LP as set forth on the signature page hereof, representing 100% of the total ownership interests of Vertex LP (the “Vertex LP Partners”) and Vertex Energy, Inc., a Nevada corporation (“Vertex Nevada”), each sometimes referred to herein as a “Party,” and collectively referred to herein as the “Parties.”

OPERATING AND LICENSING AGREEMENT
Operating and Licensing Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Texas

This Operating and Licensing Agreement (referred to as the “Agreement” or “Contract”) is made and entered into this ____ day of March, 2009, to be effective as of the Effective Date, as set forth below, by and between Cedar Marine Terminals, L.P. (hereinafter referred to as “CMT”) and Vertex Energy, Inc., (hereinafter referred to as “Vertex Nevada”). Collectively, both contracting entities are referred to as “Parties” to the Contract. All references to Sections are references to sections in this Agreement unless otherwise provided herein.

SERVICES AGREEMENT
Services Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems • Texas

This Services Agreement dated March __, 2009, and effective as of the Effective Date as defined below (this “Agreement”), is by and between Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“Vertex LP”) and Vertex Energy, Inc., a Nevada corporation (“Vertex Nevada”), each referred to as a “Party” and collectively as the “Parties” to this Agreement as such terms are used herein.

SECURITY AGREEMENT
Security Agreement • June 26th, 2009 • Vertex Energy Inc. • Refuse systems

As used in this Security Agreement, the following underlined terms shall have the respective meanings as indicated, unless the context otherwise requires:

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