0001432093-11-000145 Sample Contracts

VOTING AGREEMENT
Voting Agreement • March 31st, 2011 • Vertex Energy Inc. • Refuse systems • Texas

This Voting Agreement, dated as of an effective as of March __, 2009 (this "Agreement"), is among Benjamin P. Cowart, an individual (“Cowart”), and ___________, an individual, and shareholder of Vertex Energy, Inc., a Nevada corporation (“Shareholder”).

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LOCK-UP AGREEMENT March __, 2009
Lock-Up Agreement • March 31st, 2011 • Vertex Energy Inc. • Refuse systems

The undersigned is the owner of _____________shares of common stock of Vertex Energy, Inc., a Nevada corporation (“Vertex Nevada”), and options or warrants that are exercisable for up to ____________shares of Vertex Nevada common stock (collectively, the shares of common stock and the shares of common stock issuable upon exercise of the options or warrants, the “Vertex Nevada Common Stock”). World Waste Technologies, Inc., a California corporation (“WWT”), Vertex Energy, L.P., a Texas limited partnership (“Vertex LP”), and Vertex Merger Sub, LLC., a California limited liability company and wholly owned subsidiary of Vertex Nevada (“Merger Subsidiary”) and Benjamin P. Cowart, as agent of all of the shareholders of Vertex Nevada, are parties to an Amended and Restated Agreement and Plan of Merger, dated as of May 19, 2008 (as amended from time to time, the “Merger Agreement”), effective upon the date of the merger of Merger Subsidiary with WWT in accordance with the terms and conditions

FIRST ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2011 • Vertex Energy Inc. • Refuse systems

This First Addendum to Executive Employment Agreement (this “Agreement”) dated March __, 2011, to be effective as of December 15, 2010 (the “Effective Date”), is by and between Vertex Energy, Inc., a Nevada corporation (“Vertex”) and Benjamin P. Cowart, an individual (“Executive”), each referred to herein as a “Party” and collectively the “Parties”.

FIRST ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2011 • Vertex Energy Inc. • Refuse systems

This First Addendum to Executive Employment Agreement (this “Agreement”) dated February 1, 2011, to be effective as of March 28, 2011 (the “Effective Date”), by and between Vertex Energy, Inc., a Nevada corporation (“Vertex”) and Matthew Lieb, an individual (“Executive”), each referred to herein as a “Party” and collectively the “Parties”.

VERTEX ENERGY, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2011 • Vertex Energy Inc. • Refuse systems • Texas

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made this 29th day of March, 2011, to be effective as of April 1, 2010 (the “Effective Date”), between Vertex Energy, Inc., a Nevada corporation (the “Company”), and Chris Carlson (“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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