PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 3rd, 2022 • Vertex Energy Inc. • Petroleum refining • Delaware
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of February 25, 2022, by and among Tensile-Vertex Holdings LLC, a Delaware limited liability company (the “Seller”), Tensile-Heartland Acquisition Corporation, a Delaware corporation (the “Blocker”), and Vertex Splitter Corporation, a Delaware corporation (the “Buyer”). Unless otherwise defined herein, capitalized terms used herein are defined in Exhibit A.
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • March 3rd, 2022 • Vertex Energy Inc. • Petroleum refining
THIS SECOND AMENDMENT TO PROMISSORY NOTE (the “Second Amendment”) is made and entered into effective as of this 25th day of February, 2022, by and between Vertex Energy Operating, LLC, a Texas limited liability company (“Vertex”), and HPRM LLC, a Delaware limited liability company (“HPRM”).
ESCROW AGREEMENTEscrow Agreement • March 3rd, 2022 • Vertex Energy Inc. • Petroleum refining • New York
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of March 2, 2022, by and among (1) Vertex Energy Inc., a Nevada corporation (“Parent”), (2) Vertex Refining Alabama LLC, a Delaware limited liability company (“Borrower”), (3) certain funds managed or advised by Whitebox Advisors, LLC, as lenders (“Whitebox”), certain funds managed by Highbridge Capital Management, LLC, as lenders (“Highbridge”), certain funds and accounts under management by BlackRock Financial Management, Inc. or its affiliates, as lenders (“BlackRock”), Chambers Energy Capital IV, LP, as a lender (“Chambers”), CrowdOut Capital LLC, as a lender (“CrowdOut Capital”), CrowdOut Credit Opportunities Fund LLC, as a lender (“CrowdOut Credit”, and collectively with Whitebox, Highbridge, BlackRock, Chambers and CrowdOut Capital, the “Initial Lenders” and, together with the Borrower and Parent, each referred to individually as a “Party” and collectively as the “Parties”) and (4) Cantor Fitzgerald Securities (“Cantor”
SIDE LETTER RE PURCHASE AND SALE AGREEMENTSSide Letter Agreement • March 3rd, 2022 • Vertex Energy Inc. • Petroleum refining • Delaware
THIS SIDE LETTER RE PURCHASE AND SALE AGREEMENTS (this “Agreement”) is made and entered into as of February 25, 2022, by and among Tensile-Vertex Holdings LLC, a Delaware limited liability company (the “Seller”), and Vertex Splitter Corporation., a Delaware corporation (the “Buyer”) and Vertex Energy, Inc., a Nevada corporation (“Vertex” and, together with the Buyer, the “Vertex Parties”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Heartland Purchase Agreement (as defined below).
