Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

Commission File Number 001-11476

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	94-3439569
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1331 Gemini Street, Suite 250, Houston, Texas 77058

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 866-660-8156

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	VTNR	The NASDAQ Stock Market LLC
		(Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

☐ Yes ☑ No

As of May 9, 2024, there were 93,514,346 shares of common stock issued and outstanding.

EXPLANATORY NOTE

Vertex Energy, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, as filed with the Securities Exchange Commission on May 9, 2024 (the “Original Form 10-Q”) solely to include Exhibits 10.3 and 10.4, that were inadvertently omitted from the Original Form 10-Q.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other information contained or incorporated in, including the exhibits thereto, the Original Form 10-Q, nor does it reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted.

PART II – OTHER INFORMATION

Item 6. Exhibits

The following exhibits are filed herewith or incorporated by reference herein:

		Incorporated by Reference
Exhibit Number	Description of Exhibit	Filed or Furnished Herewith	Form	Exhibit	Filing Date/Period End Date	File No.
3.1	Second Amended and Restated Bylaws of Vertex Energy, Inc.		8-K	3.1	2/9/2024	001-11476
4.1	Warrant Agreement dated December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent		8-K	4.1	1/2/2024	001-11476
4.2	Amendment to the April 1, 2022 Warrant Agreement, dated the December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent		8-K	4.2	1/2/2024	001-11476
4.3	Amendment to the May 26, 2022 Warrant Agreement, dated the December 28, 2023, by and among Vertex Energy Inc. and Continental Stock Transfer & Trust Company, as warrant agent		8-K	4.3	1/2/2024	001-11476
10.1%	Amendment Number Five to Loan and Security Agreement dated May 26, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex Energy Inc., as guarantors, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders		8-K	10.1	1/2/2024	001-11476
10.2	Registration Rights Agreement dated December 28, 2023, between Vertex Energy Inc. and each of the Holders party thereto		8-K	10.2	1/2/2024	001-11476
10.3 %	Limited Consent dated March 22, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy Inc., certain direct and indirect subsidiaries of Vertex Energy Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders	X

10.4 %

Limited Consent dated March 28, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy Inc., certain direct and indirect subsidiaries of Vertex Energy Inc., the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

10-K

31.1

05/09/2024

001-11476

31.2

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

10-K

31.2

05/09/2024

001-11476

31.3

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

31.4

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

32.1

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act**

10-K

32.1

05/09/2024

001-11476

32.2

Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act**

10-K

32.2

05/09/2024

001-11476

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*

10-K

101.INS

05/09/2024

001-11476

101.SCH

Inline XBRL Taxonomy Extension Schema Document*

10-K

101.SCH

05/09/2024

001-11476

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

10-K

101.CAL

05/09/2024

001-11476

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document*

10-K

101.DEF

05/09/2024

001-11476

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document*

10-K

101.LAB

05/09/2024

001-11476

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

10-K

101.PRE

05/09/2024

001-11476

104

Inline XBRL for the cover page of this Annual Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set*

10-K

104

05/09/2024

001-11476

* Filed.

** Furnished.

% Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	VERTEX ENERGY, INC.

Date: May 17, 2024	By:	/s/ Chris Carlson
		Chris Carlson
		Chief Financial Officer
		(Principal Financial/Accounting Officer)

Vertex Energy, Inc. 10-Q/A

EXHIBIT 10.3

LIMITED CONSENT

THIS LIMITED CONSENT (this “Limited Consent”) is made as of March 22, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), Vertex Energy, Inc., a Nevada corporation (the “Parent”), Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”) under the Loan Agreement, and the Lenders (as such terms are defined below) party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

W I T N E S S E T H

WHEREAS, reference is made to that certain Loan and Security Agreement, dated as of April 1, 2022 (as amended by that certain Amendment Number One to Loan and Security Agreement, dated as of May 26, 2022, that certain Amendment Number Two to Loan and Security Agreement, dated as of September 30, 2022, that certain Amendment Number Three to Loan and Security Agreement, dated as of January 8, 2023, that certain Amendment Number Four and Consent and Waiver to Loan and Security Agreement, dated as of May 26, 2023, and that certain Amendment Number Five to Loan and Security Agreement, dated as of December 28, 2023, and as may be further amended from time to time, the “Loan Agreement”), by and among the Borrower, the Parent, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Agent;

WHEREAS, Borrower has advised the Agent and the Lenders that the Borrower has entered into an Option Agreement, dated as of September 18, 2023 (the “Option Agreement”) attached hereto as Exhibit A with Norfolk Southern Railway Company (the “Buyer”) for (i) the sale of certain real property of the Borrower, as shown on Exhibit B attached hereto, and improvements thereon, located at or near Saraland, Mobile County, Alabama (the “Transferred Property”), to the Buyer for a purchase price of approximately $4,108,900.00 (the “Specified Sale”) and (ii) the granting of the Specified Easements (as defined below);

WHEREAS, notwithstanding Section 7.2 of the Loan Agreement, the Borrower has requested that the Agent and the Lenders consent to the Specified Sale (as defined below) in accordance with the terms contained in the Option Agreement and this Limited Consent (the “Specified Consent”);

WHEREAS, upon the terms and conditions set forth herein, the Agent and the Lenders have agreed to consent to the Specified Sale and provide the Specified Consent, subject to the terms and conditions of this Limited Consent.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

Limited Consent.

(a)

In reliance upon the representations and warranties of each Loan Party set forth in Section 3 below, Agent and each Lender under the Loan Agreement hereby consents to the Specified Sale and provides the Specified Consent. After giving effect to this Limited Consent, the consummation of the Specified Sale shall not constitute a Default under the Loan Agreement. After giving effect to this Limited Consent, the granting of the Specified Easements shall not constitute an Event of Default under the Loan Agreement, so long as such Specified Easements are (i) not amended in any manner that is materially adverse to the Lenders and (ii) substantially similar to the forms attached hereto as Exhibits C-2 and C-3, respectively.

(b)

For the avoidance of doubt, for the purposes of Section 2.6(a)(iv) of the Loan Agreement, the Specified Sale is not a Permitted Transfer and the reinvestment right shall not apply to the Specified Sale without prior Lenders’ consent.

(c)

The foregoing is a limited consent. Except as expressly set forth in this Limited Consent, nothing in this Limited Consent shall constitute a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Loan Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. For the avoidance of doubt, this Limited Consent is a Loan Document.

2. Conditions Precedent to Limited Consent. The satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Limited Consent (the date on which all such conditions precedent are either satisfied or waived, being the “Consent Effective Date”):

(a)

The Agent and the Lenders shall have received this Limited Consent, duly executed by the parties hereto;

(b)

The Agent shall have received executed counterparts of (i) the Option Agreement, (ii) that certain Special Warranty Deed with Restrictive Covenants, from Borrower to Buyer, the form of which is attached hereto as Exhibit D, (iii) that certain Deed of Easement, the form of which is attached hereto as Exhibit C-1 (the “Transferred Pipeline Easement”), (iv) the forms of those certain Deeds of Easement, by and between Norfolk Southern Railway Company, a Georgia corporation, and Borrower, attached hereto as Exhibit C-2 (the “Railroad Easement”) and Exhibit C-3 (the “EAR Easement”, and together with the Transferred Pipeline Easement and the Railroad Easement, the “Specified Easements”), (v) that certain Siding Agreement, by and between Norfolk Southern Railway Company and Borrower, the form of which is attached hereto as Exhibit E and (vi) that certain First Amendment to Lease Agreement, by and between Southern Region Industrial Realty, Inc., a Georgia corporation, Buyer and Borrower, the form of which is attached hereto as Exhibit F; and

(c)

The Borrower shall have reimbursed the Agent for all reasonable and documented fees, costs and expenses incurred through the Consent Effective Date (including, without limitation, attorneys’ fees and expenses related to the preparation, negotiation, execution, delivery of this Limited Consent).

For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Limited Consent shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have received notice from such Lender prior to the proposed Consent Effective Date specifying its objection thereto.

3. Representations and Warranties. In order to induce Agent and the Lenders to enter into this Limited Consent, Parent and Borrower each hereby represents and warrants to Agent and the Lenders that:

(a) each of the representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof (after giving effect to this Limited Consent, the Specified Sale and the other documents executed in connection with this Limited Consent) except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date;

(b) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, the Specified Sale and the Specified Easements, no Default or Event of Default will have occurred and be continuing;

(c) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent and the Specified Sale, the Loan Parties, individually and collectively, are not Insolvent;

(d) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, the Specified Sale, the release of the Transferred Property and the granting of the Specified Easements, the use and operation of the Mobile Refinery complies with all applicable zoning ordinances, regulations, restrictive covenants, and all environmental, ecological, landmark and other applicable laws, regulations and permits affecting the Mobile Refinery, in any case, except as does not materially adversely impact the use or operation of the Mobile Refinery, and all such requirements for such use and operation of the Mobile Refinery are satisfied except where the failure to do so would not materially adversely impact the use or operation of the Mobile Refinery, and no easement or license agreement is necessary in order to use and operate the Mobile Refinery other than those that are in full force and effect as of the date hereof;

(e) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, the Specified Sale and the release of the Transferred Property, each parcel comprising the Mobile Refinery is a separate tax lot and is not a portion of any other tax lot that is not a part of the Mobile Refinery; and

(f) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, the Transferred Property (excluding the Specified Easements) is not necessary to or useful in Borrower’s operation of the Mobile Refinery.

4. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS LIMITED CONSENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURISDICTION, AND WAIVER OF JURY TRIAL SET FORTH IN SECTION 14.14 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

5. Amendments. This Limited Consent cannot be altered, amended, changed or modified in any respect except in accordance with Section 14.4 of the Loan Agreement.

6. Counterparts. This Limited Consent and any notices delivered under this Limited Consent may be executed by means of (i) an electronic signature that complies with the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act; (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Limited Consent and the transactions contemplated hereby shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. This Limited Consent may be executed in any number of counterparts, and it is not necessary that the signatures of all parties hereto be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.

7. Lien Release. In furtherance of the transactions described herein, after (a) the Agent’s receipt of an Officer’s Certificate of a Responsible Officer of the Borrower stating that the Specified Sale has closed in accordance with the terms set forth in the Option Agreement and this Limited Consent and (b) the satisfaction of the conditions precedent in Section 2 hereof, each of the undersigned Lenders hereby directs and consents to (x) the Agent’s execution of any release documentation requested by the Borrower, including (i) that certain Partial Release of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, by Agent in favor of Borrower, the form of which is attached hereto as Exhibit G (the “Partial Release”) and (ii) that certain plat of subdivision, prepared by GPI Geospatial, Inc., to be recorded in the public records, the form of which is attached hereto as Exhibit H (the “Plat”), and (y) the Agent’s filing (or its designee) of a UCC-3 amendment, in each case, reasonably necessary to evidence the Specified Sale and release of Liens on the Transferred Property.

8. Agent. The Agent has executed this Limited Consent as directed under and in accordance with the Loan Agreement and will perform this Limited Consent solely in its capacity as Agent hereunder, and not individually. In performing under this Limited Consent, the Agent shall have all rights, protections, immunities and indemnities granted to it under the Loan Agreement. Subject to the terms of the Loan Agreement, the Agent shall have no obligation to perform or exercise any discretionary act. Each of the undersigned Lenders hereby directs and consents to the Agent’s execution of this Limited Consent and the execution and delivery of the documents provided in Section 7 above.

[Signature Pages to Follow]

IN WITNESS WHEREOF, each of the parties hereto has executed this Limited Consent as of the date and year first above written.

CANTOR FITZGERALD SECURITIES,
as Agent

By:	/s/ Ryan Yeh
	Name:	Ryan Yeh
	Title:	Vice President and Assistant General Counsel

[Signature Page to Limited Consent]

LENDERS:


HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.

By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity

By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD.


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

HIGHBRIDGE SCF II LOAN SPV, L.P.


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

1992 MASTER FUND CO-INVEST SPC - SERIES 4 SEGREGATED PORTFOLIO


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

WHITEBOX MULTI-STRATEGY PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Senior Legal Analyst

WHITEBOX RELATIVE VALUE PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Senior Legal Analyst

WHITEBOX GT FUND, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Senior Legal Analyst

PANDORA SELECT PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Senior Legal Analyst

[Signature Page to Limited Consent]

CHAMBERS ENERGY CAPITAL IV, LP


By:	CEC Fund IV GP, LLC, its general partner


By:	/s/ Robert Hendricks
	Name:	Robert Hendricks
	Title:	Partner

[Signature Page to Limited Consent]

BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP


By:	BlackRock Financial Management, Inc., its investment manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

GCO II AGGREGATOR 6 L.P.


By:	BlackRock Financial Management, Inc., its manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

GCO II AGGREGATOR 2 L.P.


By:	BlackRock Financial Management, Inc., its manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

CROWDOUT CAPITAL LLC


By:	/s/ Brian Gilmore
	Name:	Brian Gilmore
	Title:	Managing Member

CROWDOUT CREDIT OPPORTUNITIES FUND LLC


By:	/s/ Brian Gilmore
	Name:	Brian Gilmore
	Title:	Managing Member

[Signature Page to Limited Consent]

Acknowledged and Agreed:

VERTEX ENERGY, INC., a Nevada corporation

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX REFINING ALABAMA LLC, a Delaware limited liability company

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

[Signature Page to Limited Consent]

EXHIBIT A

Option Agreement

[See attached.]

Vertex Energy, Inc. 10-Q/A

EXHIBIT 10.4

LIMITED CONSENT

THIS LIMITED CONSENT (this “Limited Consent”) is made as of March 28, 2024, by and among Vertex Refining Alabama LLC, a Delaware limited liability company (the “Borrower”), Vertex Energy, Inc., a Nevada corporation (the “Parent”), each of Parent’s direct and indirect Subsidiaries listed on the signature pages hereto other than Excluded Subsidiaries (collectively, the “Subsidiary Guarantors” and each, individually, a “Subsidiary Guarantor”; the Subsidiary Guarantors, together with Parent, each a “Guarantor” and collectively, the “Guarantors”), Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”) under the Loan Agreement, and the Lenders (as such terms are defined below) party hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement or Prior Limited Consent, as applicable (each as defined below).

W I T N E S S E T H

WHEREAS, Borrower, the Parent, the Lenders from time to time party thereto and the Agent previously entered into that certain Limited Consent, dated as of March 22, 2024 (the “Prior Limited Consent”), with respect to the Specified Sale (as defined therein);

WHEREAS, notwithstanding Section 2.6(a)(iv) of the Loan Agreement and Section 1(b) of the Prior Limited Consent, the Loan Parties have requested that the Agent and the Lenders consent to the postponement of the mandatory prepayment with respect to the Specified Sale otherwise due on April 1, 2024 until April 15, 2024 (the “March 2024 Mandatory Prepayment”), in accordance with the terms contained in the Prior Limited Consent and this Limited Consent (the “Mandatory Prepayment Consent”);

WHEREAS, notwithstanding Sections 2.4(a) and (b) of the Loan Agreement, the Loan Parties have requested that the Agent and the Lenders consent to the postponement of the interest and principal payments with respect to the Term Loans otherwise due on the last Business Day of the calendar quarter ending March 31, 2024, until April 15, 2024 (the “March 2024 Interest Payment” and the “March 2024 Principal Payment”), in each case, in accordance with the terms contained in this Limited Consent (collectively, the “Payment Consents”, and together with the Mandatory Prepayment Consent, collectively, the “Specified Consents”); and

WHEREAS, upon the terms and conditions set forth herein, the Agent and the Lenders have agreed to provide the Specified Consents, subject to the terms and conditions of this Limited Consent.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree as follows:

Limited Consent.

(a)

In reliance upon the representations and warranties of each Loan Party set forth in Section 3 below, Agent and each Lender under the Loan Agreement hereby provides the Specified Consents by (i) granting the extension of the mandatory prepayment as required under Section 2.6(a)(iv) of the Loan Agreement and Section 1(b) of the Prior Limited Consent otherwise due on April 1, 2024 to April 15, 2024 and (ii) granting the extension of the principal and interest payments as required under Sections 2.4(a) and (b) of the Loan Agreement, in each case, otherwise due on the last Business Day of the calendar quarter ending March 31, 2024, to April 15, 2024. After giving effect to this Limited Consent, the failure to make any or all of the Specified Payments prior to April 15, 2024 shall not constitute a Default under the Loan Agreement. For the avoidance of doubt, (x) if any of the Specified Payments are not made by April 15, 2024 (or such later date to which all Lenders shall agree in their sole discretion which may be by e-mail), then such failure shall constitute an immediate Event of Default and (y) the principal amount underlying each of the Specified Payments shall continue to accrue interest from the date of the last interest payment until the date such Specified Payments are paid in full to the Agent for the benefit of the Lenders and such accrued interest shall be payable on the date upon which such Specified Payment is made. As used herein, “Specified Payments” means the March 2024 Mandatory Prepayment, the March 2024 Interest Payment or the March 2024 Principal Payment, individually or collectively, as the context may require.

(b)

Notwithstanding this Limited Consent, for the avoidance of doubt, for the purposes of Section 2.6(a)(iv) of the Loan Agreement, no reinvestment right shall apply to the proceeds of the Specified Sale without prior Lenders’ consent.

(c)

Each of the Loan Parties (other than Borrower and the Parent) hereby ratifies all actions taken to date by the Borrower and the Parent with respect to the Prior Limited Consent as if they were party thereto.

(d)

(a)

The Agent and the Lenders shall have received this Limited Consent, duly executed by the parties hereto; and

(b)

3. Representations and Warranties. In order to induce Agent and the Lenders to enter into this Limited Consent, Parent and Borrower each hereby represents and warrants to Agent and the Lenders that:

(a) each of the representations and warranties made to Agent and Lenders under the Loan Agreement and all of the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties are true and correct in all respects subject to such qualification) on and as of the date hereof (after giving effect to this Limited Consent and the other documents executed in connection with this Limited Consent) except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified as to “materiality” or “Material Adverse Effect” in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of such earlier date;

(b) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, no Default or Event of Default will have occurred and be continuing; and

(c) on and immediately prior to the date hereof and immediately after giving effect to this Limited Consent, the Loan Parties, individually and collectively, are not Insolvent.

5. Amendments. This Limited Consent cannot be altered, amended, changed or modified in any respect except in accordance with Section 14.4 of the Loan Agreement.

7. Agent. The Agent has executed this Limited Consent as directed under and in accordance with the Loan Agreement and will perform this Limited Consent solely in its capacity as Agent hereunder, and not individually. In performing under this Limited Consent, the Agent shall have all rights, protections, immunities and indemnities granted to it under the Loan Agreement. Subject to the terms of the Loan Agreement, the Agent shall have no obligation to perform or exercise any discretionary act. Each of the undersigned Lenders hereby directs and consents to the Agent’s execution of this Limited Consent.

[Signature Pages to Follow]

IN WITNESS WHEREOF, each of the parties hereto has executed this Limited Consent as of the date and year first above written.

PARENT:	VERTEX ENERGY, INC.,
	a Nevada corporation


	By:	/s/ Benjamin P. Cowart
		Name:	Benjamin P. Cowart
		Title:	President and Chief Executive Officer

BORROWER:	VERTEX REFINING ALABAMA LLC, a Delaware limited liability company


	By:	/s/ Benjamin P. Cowart
		Name:	Benjamin P. Cowart
		Title:	President and Chief Executive Officer

SUBSIDIARY GUARANTORS:

VERTEX REFINING TEXAS LLC, a Texas limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX MARINE FUEL SERVICES LLC, a Delaware limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX ENERGY OPERATING, LLC, a Texas limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

[Signature page to Limited Consent]

VERTEX REFINING LA, LLC, a Louisiana limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

HPRM LLC, a Delaware limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	Director, President and Chief Executive Officer

TENSILE-HEARTLAND ACQUISITION CORPORATION, a Delaware corporation


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	Director, President and Chief Executive Officer

VERTEX RECOVERY MANAGEMENT, LLC, a Texas limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX REFINING NV, LLC, a Nevada limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX SPLITTER CORPORATION, a Delaware corporation


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	Director

[Signature page to Limited Consent]

VERTEX REFINING MYRTLE GROVE LLC, a Delaware limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

CRYSTAL ENERGY, LLC, an Alabama limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX ACQUISITION SUB, LLC, a Nevada limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President

BANGO OIL LLC, a Nevada limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

CEDAR MARINE TERMINALS, LP, a Texas limited partnership

By: Vertex II GP, its General Partner

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

[Signature page to Limited Consent]

CROSSROAD CARRIERS, L.P., a Texas limited partnership

By: Vertex II GP, its General Partner

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX RECOVERY, L.P., a Texas limited partnership

By: Vertex II GP, its General Partner

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

H & H OIL, L. P., a Texas limited partnership

By: Vertex II GP, its General Partner

By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX II GP, LLC, a Nevada limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

TENSILE-MYRTLE GROVE ACQUISITION CORPORATION, a Delaware corporation


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chairman of the Board

[Signature page to Limited Consent]

VERTEX MERGER SUB, LLC, a California limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX RENEWABLES LLC, a Delaware limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

VERTEX RENEWABLES ALABAMA LLC, a Delaware limited liability company


By:	/s/ Benjamin P. Cowart
	Name:	Benjamin P. Cowart
	Title:	President and Chief Executive Officer

[Signature page to Limited Consent]

LENDERS:

WHITEBOX MULTI-STRATEGY PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Managing Director

WHITEBOX RELATIVE VALUE PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Managing Director

WHITEBOX GT FUND, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Managing Director

PANDORA SELECT PARTNERS, LP


By:	/s/ Andrew Thau
	Name:	Andrew Thau
	Title:	Managing Director

[Signature page to Limited Consent]

HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

HIGHBRIDGE TACTICAL CREDIT INSTITUTIONAL FUND, LTD.


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

HIGHBRIDGE SCF II LOAN SVP, L.P.


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

1992 MASTER FUND CO-INVEST SPC – SERIES 4 SEGREGATED PORTFOLIO


By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity


By:	/s/ Steve Ardovini
	Name:	Steve Ardovini
	Title:	Authorized Signatory

[Signature page to Limited Consent]

BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP


By:	BlackRock Financial Management, Inc., its investment manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

GCO II AGGREGATOR 6 L.P.


By:	BlackRock Financial Management, Inc., its manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

GCO II AGGREGATOR 2 L.P.


By:	BlackRock Financial Management, Inc., its manager


By:	/s/ Zach Viders
	Name:	Zach Viders
	Title:	Authorized Signatory

[Signature Page to Limited Consent]

CHAMBERS ENERGY CAPITAL IV, LP


By:	CEC Fund IV GP, LLC, its general partner


By:	/s/ Robert Hendricks
	Name:	Robert Hendricks
	Title:	Partner

[Signature Page to Limited Consent]

CROWDOUT CAPITAL LLC


By:	/s/ Brian Gilmore
	Name:	Brian Gilmore
	Title:	Managing Member

CROWDOUT CREDIT OPPORTUNITIES FUND LLC


By:	/s/ Brian Gilmore
	Name:	Brian Gilmore
	Title:	Managing Member

[Signature Page to Limited Consent]

Agent:

CANTOR FITZGERALD SECURITIES


By:	/s/ Ryan Yeh
	Name:	Ryan Yeh
	Title:	Assistant General Counsel

[Signature Page to Limited Consent]

Vertex Energy, Inc. 10-Q/A

EXHIBIT 31.3

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin P. Cowart, certify that:

I have reviewed this Quarterly Report on Form 10-Q/A of Vertex Energy, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;