0001580695-19-000302 Sample Contracts

HPRM, LLC FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [●], 2019
Limited Liability Company Agreement • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HPRM, LLC, dated as of [●], 2019, is entered into by and among the Members (as defined below).

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Tensile-Myrtle Grove Acquisition Corporation c/o Tensile Capital Management, LLC 700 Larkspur Landing Circle, Suite 255 Larkspur, CA 94939
Right of First Offer • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining

Reference is made to that certain limited liability company agreement (the “LLC Agreement”), dated as of the date hereof, of Vertex Refining Myrtle Grove LLC (the “Company”), by and among the Company and the members thereof.

THIRD AMENDMENT AND LIMITED WAIVER TO ABL CREDIT AGREEMENT
Abl Credit Agreement • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining • Illinois

THIS THIRD AMENDMENT AND LIMITED WAIVER TO ABL CREDIT AGREEMENT (this “Agreement”) is entered into as of July 25, 2019 by and among VERTEX ENERGY, INC., a Nevada corporation (“Parent”), VERTEX ENERGY OPERATING, LLC, a Texas limited liability company (the “Lead Borrower”), the other Borrowers signatory hereto, ENCINA BUSINESS CREDIT, LLC, as Agent, and the Lenders signatory hereto.

REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Registration Rights and Lock-Up Agreement • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining • Texas

This Registration Rights and Lock-Up Agreement (this “Agreement”) is entered into on July 25, 2019 (the “Effective Date”), by and among Vertex Energy, Inc., a Nevada corporation (the “Company”), and Tensile Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership (the “Holder”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining • Texas
THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT
Credit Agreement • July 31st, 2019 • Vertex Energy Inc. • Petroleum refining • Illinois

THIS THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Agreement”) is entered into as of July 25, 2019 by and among VERTEX ENERGY, INC., a Nevada corporation (“Parent”), VERTEX ENERGY OPERATING, LLC, a Texas limited liability company (the “Lead Borrower”), the other Borrowers signatory hereto, ENCINA BUSINESS CREDIT, LLC, as Agent, and the Lenders signatory hereto.

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