VERTEX ENERGY, INC. 8-K


Exhibit 10.1


 


 


Execution Version


 


AMENDMENT NUMBER ONE


TO LOAN AND SECURITY
AGREEMENT


 


THIS AMENDMENT
NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment No. 1”), dated as of May 26, 2022, is
entered into by and among Vertex Energy Inc., a Nevada corporation (“Parent”), Vertex Refining Alabama
LLC, a Delaware limited liability company (“Borrower”), each of Parent’s direct and indirect
Subsidiaries listed on Schedule 1 hereto other than Excluded Subsidiaries (collectively, the “Existing Subsidiary
Guarantors” and each, individually, an “Existing Subsidiary Guarantor”), Vertex Refining OH,
LLC, an Ohio limited liability company (“Vertex Ohio”), HPRM LLC, a Delaware limited liability company
(“HPRM”), Tensile- Heartland Acquisition Corporation, a Delaware corporation
(“Tensile”; Tensile, together with Vertex Ohio and HPRM, each a “New
Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”; the New Subsidiary
Guarantors, together with the Existing Subsidiary Guarantors and Parent, each a “Guarantor” and
collectively, the “Guarantors”), Cantor Fitzgerald Securities (“Cantor”) as
administrative agent and collateral agent for the Lenders (“Agent”) and the lenders from time to time
party hereto (collectively with the Initial Lenders, the “Lenders” and each, a
“Lender”).


 


W I T N E S S E T
H


 


WHEREAS,
Parent, Borrower, the Existing Subsidiary Guarantors, Lenders and Agent are parties to that certain Loan and Security Agreement,
dated as of April 1, 2022 (the “Existing Loan Agreement”, and the Existing Loan Agreement as amended by this
Amendment No. 1, the “Loan Agreement”; capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Loan Agreement);


 


WHEREAS,
Borrower has requested that Agent and Lenders (i) increase the Term Loan Commitment from $125,000,000 to $165,000,000 by providing
an additional Term Loan in the aggregate principal amount of $40,000,000 (“Additional Term Loan”) and (ii) consent
to certain amendments, each subject to the terms and conditions set forth herein;


 


WHEREAS,
upon the terms and conditions set forth herein, Agent and Lenders have agreed to (i) provide the Additional Term Loan and (ii)
make such amendments to the Existing Loan Agreement, each on the terms and conditions set forth herein; and


 


WHEREAS,
on the Amendment Effective Date (as defined below), in connection with (and as additional consideration for) the making of the
Additional Term Loan by the Lenders, Parent shall issue to each Lender (or, with respect to certain of the Lenders, to such Lender’s
Affiliate or Approved Fund identified on Schedule A of that certain Warrant Agreement, dated as of the date hereof, by and between
Parent and Continental Stock Transfer & Trust Company, as “Warrant Agent” thereunder (as the same may be amended,
restated, amended and restated, modified or otherwise supplemented from time to time in accordance with the terms thereof, the
“Additional Warrant Agreement”), the number of warrants (the “Additional Warrants”) set forth
opposite the name of such Lender (or such Lender’s Affiliate or Approved Fund, as applicable) on Schedule A of the Additional
Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.            
Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition
shall have the meanings ascribed thereto in Section 1.1 of the Loan Agreement.


 




     


     


    

 


2.             Amendments
to Loan Agreement. Subject to the satisfaction (or waiver in writing by the Lenders) of the conditions precedent set
forth in Section 3 hereof, the Existing Loan Agreement (other than the signature pages, Exhibits and
Schedules thereto) is hereby amended (i) to delete the red or green stricken text (indicated textually in the same manner as
the following examples: stricken text and stricken
text) and (b) to add the blue or green double-underlined text (indicated textually in the same manner as the
following examples: double-underlined text and double-underlined
text), in each case, as set forth in the marked copy of the Loan Agreement attached as Exhibit A hereto.
The parties hereto acknowledge and agree that each amendment to the Loan Agreement reflected in Exhibit A is and shall
be effective as if individually specified in this Amendment No. 1 (the parties further acknowledging that amending the Loan
Agreement by reference to Exhibit A provides a convenience to the parties to permit the amended terms to be read in
the context of the full Loan Agreement).


 


		3.	Conditions Precedent to Amendment. The satisfaction
(or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall
constitute conditions precedent to the effectiveness of this Amendment No. 1 (the date on which all such conditions precedent
are either satisfied or waived, being the “Amendment Effective Date”):



 


		(a)	The Agent and the Lenders shall have received this Amendment
No. 1, duly executed by the parties hereto;



 


		(b)	Evidence of the insurance coverage for each of the New Subsidiary Guarantors
as required by Section Error! Reference source not found. of the Loan Agreement;



 


		(c)	Customary legal opinions of (x) Stroock & Stroock & Lavan LLP,
in its capacity as special counsel to the Loan Parties and (y) local counsel opinions covering the Loan Parties and jurisdictions
as reasonably agreed by the Borrower and the Lenders in each case, dated as of the Amendment Effective Date and addressed to the
Agent and the Lenders;



 


		(d)	A duly executed officer’s certificate of each Loan Party containing
the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority,
shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto
as of the Amendment Effective Date, (ii) resolutions authorizing the Loan Documents and, in the case of Parent, the Additional
Warrants, the Additional Warrant Agreement and the Amended and Restated Registration Rights Agreement (including authorization
of the reservation and issuance of Parent’s common stock upon exercise of the Additional Warrants), (iii) a good standing
certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be,
qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and
(iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Amendment Effective
Date;



 


		(e)	All necessary consents of stockholders or members and other third parties
with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties and, in the case of Parent, the
Additional Warrants, the Additional Warrant Agreement and the Amended and Restated Registration Rights Agreement (including consent
to the issuance of Parent’s common stock upon exercise of the Additional Warrants);



 




    2


     


    

		(f)	The execution and delivery of (i) an amendment to that certain Mortgage,
Assignment Of Leases And Rents, Security Agreement And Fixture Filing, dated as of April 1, 2022, by Borrower, as mortgagor, to
Agent, as mortgage (the “Alabama Mortgage Amendment”) and (ii) an amendment to that certain Multiple Indebtedness
Leasehold Mortgage, Pledge of Leases and Rents and Security Agreement, dated as of April 1, 2022, by the Loan Parties thereto,
collectively, as mortgagor, to Agent, as mortgagee (the “Louisiana Mortgage Amendment” and together with the
Alabama Mortgagee Amendment, each, a “Mortgage Amendment” and, collectively, the “Mortgage Amendments”),
each in form and substance reasonably satisfactory to the Required Lenders;



 


		(g)	The execution and delivery by the New Subsidiary Guarantors of a Joinder
to Intercreditor Agreement;



 


		(h)	The execution and delivery by the New Subsidiary Guarantors of a Joinder to
Intercompany Subordination Agreement;



 


		(i)	The execution and delivery by the New Subsidiary Guarantors of a Joinder
to Collateral Pledge Agreement;



 


		(j)	The execution and delivery by Parent of the Additional Warrant Agreement
and the Amended and Restated Registration Rights Agreement, and the issuance by Parent of the Additional Warrants to the Lenders
or their Affiliates or Approved Funds, as the case may be;



 


		(k)	A Solvency Certificate from the chief financial officer, chief executive
officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment
No. 1, including the issuance by Parent of the Additional Warrants) certifying that the Loan Parties, individually and collectively,
are not Insolvent;



 


		(l)	Such documents, instruments and agreements, including certificates evidencing
Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code
financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests
granted to Agent pursuant to Article Error! Reference source not found. of the Loan Agreement;



 


		(m)	The execution and delivery by the parties thereto of the Amendment No. 1
to Deposit Account Control Agreement;



 


		(n)	Subject to Section 6.19 of the Loan Agreement, the Agent shall have received,
subject to the Intercreditor Agreement, all documents, agreements and instruments required to create and perfect the Agent’s
security interest in the Collateral. The New Subsidiary Guarantors shall have filed or shall have provided all UCC-1 financing
statements in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity
and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Amendment Effective Date;



 


		(o)	Borrower shall have paid all Lender Expenses and all fees due pursuant to
the Amendment Number One Fee Letter;



 




    3


     


    

 


		(p)	The New Subsidiary Guarantors shall have provided no less than three (3)
Business Days prior to the Amendment Effective Date the documentation and other information to the Lenders that are reasonably
requested by the Lenders no later than 10 days prior to the Amendment Effective Date under applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable)
and other applicable tax forms;



 


		(q)	Confirmation that (i) the representations and warranties contained in Section
5 of the Loan Agreement and in Section 4 hereof shall be true and correct on and as of the Amendment Effective Date (except
for such representations and warranties made as of a specific date, in which case such representations and warranties shall be
true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality contained in Article
Error! Reference source not found. of the Loan Agreement and Section 4 hereof as to such representations and warranties,
and (ii) no Default or Event of Default shall have occurred and be continuing, or would exist after giving effect to the funding
of the Additional Term Loan. The making of the Additional Term Loan shall be deemed to be a representation and warranty by Borrower
on the date of the Additional Term Loan as to the accuracy of the facts referred to in this Section 3; and



 


		(r)	Such other documents, and completion of such other matters, as Agent or Lenders
may reasonably deem necessary or appropriate.



 


For purposes of determining
compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment No. 1 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 Amendment Effective Date specifying its objection thereto.


 


		4.	Representations and Warranties. Each Loan Party jointly and severally, hereby:



 


		(a)	represents and warrants that, 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 Amendment No. 1 and the other documents executed in connection with this Amendment No. 1) except to the extent that such
representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall
be 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)	represents and warrants that, after giving effect to this Amendment No.
1, no Default or Event of Default will have occurred and be continuing;



 




    4


     


    

 


		(c)	represents and warrants that the execution, delivery and performance by
each Loan Party of this Amendment No. 1 and the other documents, agreements and instruments executed by any Loan Party in connection
herewith (collectively, together with this Amendment No. 1, the “Amendment Documents”) and the consummation
of the transactions contemplated hereby or thereby, are within such Loan Party’s powers, have been duly authorized by all
necessary organizational action, and do not contravene (i) the Organizational Documents of such Loan Party or (ii) any law or any
material Contractual Obligation of any Loan Party, except, for purposes of this clause (d), to the extent such contravention
would not reasonably be expected to have a Material Adverse Effect;



 


		(d)	represents and warrants that no authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority, any stockholders, members, partners or any other equityholders
of any Loan Party, and any Person pursuant to any Contractual Obligation, is required for the due execution, delivery and performance
by any Loan Party of any Amendment Document to which it is a party that has not already been obtained if the failure to obtain
such authorization, approval or other action, or to provide such notice or make such filing, could reasonably be expected to result
in a Material Adverse Effect;



 


		(e)	represents and warrants that each Amendment Document has been duly executed
and delivered by each Loan Party party thereto; and



 


		(f)	represents and warrants that this Amendment No. 1 constitutes, and each
other Amendment Document to be executed on the date hereof will constitute, upon execution, the legal, valid and binding obligation
of each Loan Party party thereto enforceable against such Loan Party in accordance with its respective terms, subject to the effect
of any applicable bankruptcy, insolvency, reorganization or moratorium or similar laws relating to or affecting the rights of creditors
generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).



 


		5.	Payment of Costs and Fees. Borrower shall pay to Agent and each
Lender all expenses required to be paid pursuant to Section 2.5 and Section 10.3 of the Loan Agreement in connection with the preparation,
negotiation, execution and delivery of this Amendment No. 1 and any documents and instruments relating hereto.



 


		6.	GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL PROVISIONS. THIS
AMENDMENT NO. 1 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.



 


		7.	Amendments. This Amendment No. 1 cannot be altered, amended, changed
or modified in any respect except in accordance with Section 14.4 of the Loan Agreement.



 


		8.	Counterparts. This Amendment No. 1 and any notices delivered under
this Amendment No. 1 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 Agreement 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 Amendment No. 1 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.



 




    5


     


    

 


		9.	Effect on Loan Documents.



 


(a)           The Loan Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect
in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance
of this Amendment No. 1 shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power,
or remedy of Agent or any Lender under the Loan Agreement or any other Loan Document. Except for the amendments to the Loan Agreement
expressly set forth herein, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect.


 


(b)          
Upon and after the effectiveness of this Amendment No. 1, each reference in the Loan Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the Loan Agreement, and
each reference in the other Loan Documents to “the Loan Agreement”, “thereunder”, “therein”,
“thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement
as modified and amended hereby.


 


(c)          
To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with
any of the terms or conditions of the Loan Agreement, after giving effect to this Amendment No. 1, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and conditions of the Loan Agreement as modified or amended
hereby.


 


(d)
          This Amendment No. 1 is a Loan Document.


 


		10.	Entire Agreement. This Amendment No. 1 and each of the other Loan
Documents, taken together, constitute and contain the entire agreement between the Loan Parties, Agent and Lenders and supersede
any and all prior agreements, negotiations, correspondence, understandings and communications between the parties, whether written
or oral, respecting the subject matter hereof.



 


		11.	Reaffirmation of Obligations. The Loan Parties hereby acknowledge and agree that all
                                                                                   terms, covenants, conditions and provisions of the Loan Documents (including, without limitation, each Collateral Document)
                                                                                   continue in full force and effect, are herein reaffirmed in their entirety and remain unaffected and unchanged, except to the
                                                                                   extent expressly set forth in this Amendment No. 1. Neither this Amendment No. 1 nor the execution and delivery of this
                                                                                   Amendment No. 1 by Agent, the Lenders and the Loan Parties hereto shall constitute a novation or renewal of the Term Loan or
                                                                                   the Indebtedness or any of the Loan Documents. This Amendment No. 1, except to the extent expressly set forth
herein, is not intended to and shall not be deemed or construed to create or constitute a waiver, release, or relinquishment of,
and shall not affect, the liens, security interests and rights, remedies and interests under the Loan Documents, all of which are
hereby ratified, confirmed, renewed and extended in all respects. Without limiting the foregoing, each of the Loan Parties reaffirms
to Agent and each Lender each of its representations, warranties, covenants and agreements set forth in the Loan Documents.



 




    6


     


    

 


		12.	Severability of Provisions. Each provision of this Amendment No.
1 shall be severable from every other provision of this Amendment No. 1 for the purpose of determining the legal enforceability
of any specific provision.



 


		13.	Agent. The Agent has executed this Amendment No. 1 as directed under
and in accordance with the Loan Agreement and will perform this Amendment No. 1 solely in its capacity as Agent hereunder, and
not individually. In performing under this Amendment No. 1, 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, constituting all of the Lenders both prior to and immediately
after the Amendment No. 1 Effective Date hereby directs and consents to the Agent’s execution of this Amendment No. 1 and
the documents contemplated hereunder.



 


		14.	Heartland Acknowledgement. Each party hereto hereby acknowledge
that, as of the Amendment Effective Date, the transactions under the Heartland Purchase Agreement (as defined in the Loan Agreement)
shall have been deemed to have occurred contemporaneously with the entry of this Amendment No. 1.



 


		15.	Intercreditor Agreement Governs. This Amendment No. 1 and the other
Loan Documents are subject to the terms and conditions set forth in the Intercreditor Agreement, in all respects and, in the event
of any conflict between the terms of the Intercreditor Agreement and this Amendment No. 1, the terms of the Intercreditor Agreement
shall govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Agent or any Intermediation
Facility Agent, as applicable, pursuant to any Loan Document or any Intermediation Facility Document, and the exercise of any right
or remedy in respect of the Collateral by the Agent or any Intermediation Facility Agent, as applicable hereunder, under any other
Loan Document, under any Intermediation Facility Document and any other agreement entered into in connection with the foregoing
are subject to the provisions of the Intercreditor Agreement and in the event of any conflict between the terms of the Intercreditor
Agreement, this Amendment No. 1, any other Loan Document, any Intermediation Facility Document and any other agreement entered
into in connection with the foregoing, the terms of the Intercreditor Agreement shall govern and control with respect to the exercise
of any such right or remedy or the Loan Parties’ covenants and obligations.



 


[Signature pages follow]


 




    7


     


    

 


IN WITNESS WHEREOF,
the parties have entered into this Amendment No. 1 as of the date first above written.


 


	PARENT:	VERTEX ENERGY, INC.
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	BORROWER:	VERTEX
REFINING ALABAMA LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	SUBSIDIARY
GUARANTORS:	VERTEX ENERGY OPERATING, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	VERTEX REFINING LA, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	VERTEX RECOVERY MANAGEMENT,
LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


[Signature Page to Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	VERTEX REFINING NV, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	VERTEX SPLITTER CORPORATION
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	Director


 


	 	VERTEX REFINING MYRTLE GROVE
LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	CRYSTAL ENERGY, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President


 


	 	VERTEX ACQUISITION SUB, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


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


 


[Signature Page to Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	CEDAR MARINE TERMINALS, LP
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	CROSSROAD CARRIERS, L.P.
	 	 
	 	By: Vertex II GP, LLC, its General Partner
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	VERTEX RECOVERY, L.P.
	 	 
	 	By: Vertex II GP, LLC, its General Partner
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	H & H OIL, L. P.
	 	 
	 	By: Vertex II GP, LLC, its General Partner
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


	 	VERTEX MERGER SUB, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


[Signature Page to Amendment No. 1 to Loan and Security Agreement]


 



     


     


    

 


	 	TENSILE-MYRTLE GROVE ACQUISITION
CORPORATION
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and Chairman of the Board


 


	 	VERTEX II GP, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and Chief Executive Officer


 


	NEW SUBSIDIARY GUARANTORS:	VERTEX REFINING OH, LLC
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


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


 


	 	TENSILE-HEARTLAND ACQUISITION CORPORATION
	 	 
	 	By:	/s/ Benjamin P.
Cowart	 
	 	Name:	Benjamin P. Cowart
	 	Title:	President and
Chief Executive Officer


 


[Signature Page to Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first above written.


 


	 	LENDERS:
	 	 
	 	WHITEBOX MULTI-STRATEGY PARTNERS,
L.P.
	 	 	 	 	 
	 	By: Whitebox Advisors
        LLC its investment manager
	 	By:	/s/ Lisa Conrad	 
	 	 	Name:	Lisa Conrad
	 	 	Title:	General Counsel & Chief Compliance Officer


 


	 	WHITEBOX RELATIVE VALUE PARTNERS,
L.P.
	 	 	 	 	 
	 	By: Whitebox Advisors
        LLC its investment manager
	 	 
	 	By:	/s/ Lisa Conrad	 
	 	 	Name:	Lisa Conrad
	 	 	Title:	General Counsel & Chief Compliance Officer


 


	 	WHITEBOX GT FUND, LP
	 	 	 	 	 
	 	By: Whitebox Advisors
        LLC its investment manager
	 	 
	 	By:	/s/ Lisa Conrad	 
	 	 	Name:	Lisa Conrad
	 	 	Title:	General Counsel & Chief Compliance Officer


 


	 	PANDORA SELECT PARTNERS, L.P.
	 	 	 	 	 
	 	By: Whitebox Advisors
        LLC its investment manager
	 	 
	 	By:	/s/ Lisa Conrad	 
	 	 	Name:	Lisa Conrad
	 	 	Title:	General Counsel & Chief Compliance Officer


 


[Signature page to Amendment No. 1 to Loan and Security Agreement]


 



     


     


    

 


	 	HIGHBRIDGE TACTICAL CREDIT MASTER FUND,
L.P.,
	 	 	 	 	 
	 	By:	Highbridge Capital Management, LLC,

as Trading Manager and not in its individual capacity
	 	 
	 	By:	/s/ Jonathan Segal	 
	 	 	Name:	Jonathan Segal
	 	 	Title:	Managing Director, Co-Chief Investment
Officer


 


[Signature page to Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	BLACKROCK DIVERSIFIED PRIVATE DEBT FUND
MASTER LP
	 	 	 	 	 
	 	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 Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	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 Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	CROWDOUT CREDIT OPPORTUNITIES FUND LLC
	 	 	 	 	 
	 	By:	/s/ Alexander Schoenbaum	 
	 	 	Name:	Alexander Schoenbaum
	 	 	Title:	Managing Member


 


	 	CROWDOUT CAPITAL LLC
	 	 	 	 	 
	 	By:	/s/ Alexander Schoenbaum	 
	 	 	Name:	Alexander Schoenbaum
	 	 	Title:	Chief Executive Officer


 


[Signature page to Amendment No. 1 to Loan and Security Agreement]


 




     


     


    

 


	 	AGENT:
	 	 
	 	CANTOR FITZGERALD SECURITIES, as Agent
	 	 	 	 	 
	 	By:	/s/ James Buccola	 
	 	 	Name:	James Buccola
	 	 	Title:	Head of Fixed Income


 





(Vertex)


 


[Signature Page to Amendment No. 1 to Loan and
Security Agreement]


 



     


     


    


 


EXECUTION VERSIONExhibit
A





(Conformed through Amendment Number One to 

Loan
and Security Agreement dated May 26, 2022)


 


LOAN AND SECURITY
AGREEMENT


 


Dated as of April 1,
2022


 


among


 


VERTEX REFINING ALABAMA
LLC,





as the Borrower,


 


VERTEX ENERGY INC.,





as Parent and as a Guarantor,


 


CERTAIN DIRECT AND INDIRECT
SUBSIDIARIES OF PARENT PARTY HERETO,





as Guarantors,


 


THE
LENDERS PARTY HERETO, 

CANTOR FITZGERALD SECURITIES,





as Agent


 




     


     


    

 




	TABLE OF CONTENTS
	 	 	 
	 	 	Page
	 	 	 
	1.	Definitions and Construction	1
	1.1	Definitions	1
	1.2	Divisions	4548
	1.3	Other Interpretive Provisions	4548
	 	 	 
	2.	Term Loan and Terms of Payment	4649
	2.1	Term Loan	4649
	2.2	Use of Proceeds; The Term Loan	4649
	2.3	Procedure for Making the Term Loan; Interest	4650
	2.4	Payments of Principal and Interest	4750
	2.5	Fees and Expenses	4751
	2.6	Prepayments	4953
	2.7	Other Payment Terms	5256
	2.8	Increased Costs	5458
	2.9	Taxes	5558
	2.10	Term	5862
	2.11	Issuance of Warrants	5962
	2.12	Investment Unit Allocation	5963
	 	 	 
	3.	Conditions Precedent	5963
	3.1	Conditions Precedent to the Closing Date	5963
	 	 	 
	4.	Creation of Security Interest	6267
	4.1	Grant of Security Interest	6267
	4.2	Duration of Security Interest	6368
	4.3	Possession of Collateral	6368
	4.4	Delivery of Additional Documentation Required	6368
	4.5	Right to Inspect	6469
	4.6	Authorization to File	6469
	 	 	 
	5.	Representations and Warranties	6470
	5.1	Due Organization and Qualification	6470
	5.2	Authority and Power	6570
	5.3	Subsidiaries	6570




     


     


    

TABLE OF CONTENTS


(continued)


	 	 	Page
	 	 	 
	5.4	Conflict with Other Instruments, etc	6570
	5.5	Enforceability	6570
	5.6	No Prior Encumbrances	6570
	5.7	Name; Location of Chief Executive Office, Principal Place of Business and Collateral	6571
	5.8	Litigation; Governmental Action	6671
	5.9	Financial Statements	6671
	5.10	Solvency	6671
	5.11	Taxes; Pension Plans	6671
	5.12	Consents and Approvals	6772
	5.13	Intellectual Property	6772
	5.14	Accounts	6773
	5.15	Environmental Matters	6873
	5.16	Government Consents	6874
	5.17	Full Disclosure	6974
	5.18	Inventory	6974
	5.19	Sanctioned Persons	6974
	5.20	Foreign Assets Control Regulations, Etc	6974
	5.21	Status	7075
	5.22	Other Permitted Amendments to Disclosure Letter; Certificate of Title
Collateral	7075
	5.23	Tax Classification	7075
	5.24	Title to Securities	7076
	 	 	 
	6.	Affirmative Covenants	7176
	6.1	Good Standing	7176
	6.2	Government Compliance	7176
	6.3	Financial Statements, Reports, Certificates	7177
	6.4	Certificates of Compliance; Disclosure Letter Updates	7378
	6.5	Notices	7379
	6.6	Taxes	7479
	6.7	Maintenance	7480
	6.8	Insurance	7480
	6.9	Environmental Laws	7580




     


     


    

	TABLE OF CONTENTS
	(continued)
	 	 	 
	 	 	Page
	 	 	 
	6.10	Intellectual Property Rights	7681
	6.11	Formation or Acquisition of Subsidiaries	7782
	6.12	Further Assurances	7783
	6.13	Inventory, Returns	7883
	6.14	Delivery of Third-Party Agreements	7884
	6.15	Inspections and Rights to Consult with Management	7984
	6.16	Privacy and Data Security	7984
	6.17	Deposit Accounts/Securities Accounts	7985
	6.18	Operating Covenants	7985
	6.19	Post-Closing Matters	8085
	6.20	Most Favored Lender	8085
	 	 	 
	7.	Negative Covenants	8086
	7.1	Chief Executive Office; Location of Collateral	8086
	7.2	Extraordinary Transactions and Disposal of Collateral	8186
	7.3	Restructure	8187
	7.4	Liens	8287
	7.5	Indebtedness	8287
	7.6	Investments	8287
	7.7	[Reserved]	8287
	7.8	Transactions with Affiliates	8287
	7.9	Stock Certificates	8288
	7.10	Compliance	8288
	7.11	Deposit Accounts	8288
	7.12	Equipment	8288
	7.13	Restrictions on Use of Proceeds	8388
	7.14	Accounting Changes; Change in Nature of Business; Foreign Operations	8388
	7.15	Burdensome Agreements	8389
	7.16	Restricted Payments; Prepayments of certain Indebtedness	8490
	7.17	Amendments or Waivers of Certain Related Agreements	8592
	7.18	Activities of Parent	8592
	7.19	Financial Covenant	8692




     


     


    

	TABLE OF CONTENTS
	(continued)
	 	 	 
	 	 	Page
	 	 	 
	8.	Events of Default	8693
	8.1	Payment Default	8693
	8.2	Certain Covenant Defaults	8693
	8.3	Other Covenant Defaults	8693
	8.4	Attachment	8693
	8.5	Other Agreements	8793
	8.6	Judgments	8793
	8.7	Misrepresentations	8794
	8.8	Enforceability	8794
	8.9	Involuntary Bankruptcy	8794
	8.10	Voluntary Bankruptcy or Insolvency	8794
	8.11	Insolvency	8894
	8.12	Cross Default	8894
	8.13	ERISA	8894
	8.14	Change of Control	8895
	8.15	Collateral Documents	8895
	8.16	Intercreditor and Subordination	8895
	8.17	Loss of Material Contracts	8895
	 	 	 
	9.	Agent and Lenders’ Rights and Remedies	8995
	9.1	Rights and Remedies	8995
	9.2	Waiver by the Loan Parties	9096
	9.3	Effect of Sale	9097
	9.4	Power of Attorney in Respect of the Collateral	9097
	9.5	Lender Expenses	9198
	9.6	Remedies Cumulative	9198
	9.7	Reinstatement of Rights	9198
	9.8	Share Collateral	9298
	9.9	Payments after an Event of Default	9299
	 	 	 
	10.	Waivers; Indemnification	9399
	10.1	Demand; Protest	9399
	10.2	Liability for Collateral	9399




     


     


    

	TABLE OF CONTENTS
	(continued)
	 	 	 
	 	 	Page
	 	 	 
	10.3	Indemnification; Lender Expenses	93100
	 	 	 
	11.	Notices	94111
	12.	Agent Provisions	96103
	12.1	Appointment and Authorization	96103
	12.2	Agent in Individual Capacity; Lender as Agent	97104
	12.3	Exculpatory Provisions	98104
	12.4	Exculpation; Limitation of Liability	98105
	12.5	Credit Decisions	99106
	12.6	Indemnification	99106
	12.7	Successor Agents	100107
	12.8	Agent Generally	100107
	12.9	Reliance	100107
	12.10	Notice of Default	101108
	12.11	Erroneous Payments	101108
	12.12	Collateral Matters	104111
	 	 	 
	13.	Guaranty	105112
	13.1	Guaranty	105112
	13.2	Rights of Lenders	105112
	13.3	Certain Waivers	106113
	13.4	Obligations Independent	106113
	13.5	Subrogation	107114
	13.6	Termination; Reinstatement	107114
	13.7	Stay of Acceleration	107114
	13.8	Condition of Borrower	107114
	13.9	Appointment of Borrower	108115
	13.10	Right of Contribution	108115
	 	 	 
	14.	General Provisions	108115
	14.1	Successors and Assigns	108115
	14.2	[Reserved]	111118
	14.3	Severability of Provisions	111118
	14.4	Entire Agreement; Construction; Amendments and Waivers	111118




     


     


    

	TABLE OF CONTENTS
	(continued)
	 	 	 
	 	 	Page
	 	 	 
	14.5	Reliance	114121
	14.6	[Reserved]	114121
	14.7	Counterparts	114121
	14.8	Survival	114121
	14.9	Publicity	114121
	14.10	Keepwell; Acknowledgement Regarding Any Supported QFCs	114121
	14.11	Relationship of Parties	115122
	14.12	Confidentiality	116123
	14.13	Patriot Act/Freedom Act	116124
	14.14	Governing Law; Jurisdiction; Waiver of Jury Trial	117124
	14.15	Replacement of Lender	117125
	14.16	Counterparts	118125
	14.17	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	118126
	14.18	Consent to Intercreditor Agreement	119126
	14.19	Intercreditor Agreement Governs	119127
	14.20	Myrtle Grove Acknowledgement	120127







 






     


     


    

 


LOAN AND SECURITY AGREEMENT


 


This Loan And Security Agreement (this “Agreement”) is entered into as of April
1, 2022, by and among Vertex Energy Inc., a Nevada corporation (“Parent”), Vertex Refining Alabama LLC, a Delaware
limited liability company (“Borrower”), each of Parent’s direct and indirect Subsidiaries from time to time
party hereto listed on Schedule 1 hereto other than Excluded Subsidiaries (as hereinafter defined) (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 (“Cantor”)
as administrative agent and collateral agent for the Lenders (“Agent”) and the lenders from time to time party hereto
(collectively with the Initial Lenders, the “Lenders” and each, a “Lender”).


 


RECITALS


 


Borrower has requested that the Lenders make available to the Borrower (i)
a senior secured term loan in an aggregate principal amount equal to $125,000,000 on
the Closing Date (as defined below) and (ii) a senior secured term loan in an aggregate
principal amount equal to $40,000,000 on the Amendment Effective Date (as defined below).
The Lenders are willing to make available the senior secured term loan facility described herein, subject to and in accordance
with the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


For good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, parties agree as follows:


 


		1.	Definitions and Construction.



 


1.1          Definitions. As used in this Agreement, the following terms shall have the following definitions:


 


“Account”
is any “account” as defined in the Code, and includes, without limitation, all accounts receivable and other sums owing
to any Loan Party.


 


“Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter
be made.


 


“Acquisition
Side Letter” means that certain side letter dated as of February 25, 2022, by and among Parent, Tensile – Vertex
Holdings LLC, and Tensile-Myrtle Grove Acquisition Corporation.


 


“Additional
Covenant” means any maintenance financial covenant or similar requirement applicable to any Loan Party (regardless
of whether such provision is labeled or otherwise characterized as a covenant) required to be maintained under any Subject
Indebtedness, including any defined terms as used therein and including any grace periods and/or equity or other cure rights
with respect thereto, the subject matter of which either (i) is similar to that of any covenant in Section 7.19 of
this Agreement, or related definitions in this Agreement, but contains one or more percentages, amounts, formulas or other
provisions that are more restrictive as to any Loan Party or more beneficial to the holder or holders of the Indebtedness to
which the document containing such covenant or similar restriction relates than as set forth herein (and such covenant or
similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial)
or (ii) is different from the subject matter of any covenant in Section 7.19 of this Agreement, or the related
definitions in this Agreement.


 






     


     


    

 


“Additional Secured Obligations” means (x) all fees, costs and expenses incurred in connection
with enforcement and collection of the Secured Obligations, including the out-of-pocket fees, charges and disbursements of counsel
for each of the Agent and the Lenders, in each case whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and (y) interest and fees that accrue after the commencement
by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided
that (x) Additional Secured Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan
Party and (y) Additional Secured Obligations shall not include any obligations (including, without limitation, any Transaction
Obligations and Related Hedges (in each case, under and as defined under the Intermediation Facility (as in effect on the date
hereofClosing Date)) under any Intermediation
Facility Document, including, without limitation, by virtue of setoff or indemnification rights under the Intermediation Facility
Documents.


 


“Additional Term
Loan” has the meaning set forth in the definition of the term
“Term Loan”.


 


“Additional
Warrant Agreement” means that certain Warrant Agreement, dated as of the Amendment
Effective Date, by and between Parent and Continental Stock Transfer & Trust
Company, as “Warrant Agent” thereunder, as the same may
be amended, restated, amended and restated, modified or otherwise supplemented from time to
time in accordance with the terms thereof.


 


“Additional
Warrants” has the meaning set forth in the definition of the term
“Warrants”.


 


“Administrative
Questionnaire” means with respect to each Lender, an administrative questionnaire in the form provided or approved
by Agent (which form shall be reasonable in light of its scope and purpose) and submitted to Agent duly completed by such
Lender.


 


“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affiliate”
means, with respect to any Person, any Person that owns or Controls such Person, any Person that Controls or is Controlled
by or is under common Control with such Person or each of such Person’s senior executive officers, directors, members
or partners. Notwithstanding anything to the contrary, no Secured Party (nor any of their Affiliates or Approved Funds), and
none of Macquarie Energy North America Trading Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil
Products US, Shell Chemical LP, Synergy Supply & Trading LLC, and Idemitsu Apollo Renewable Corp. (or any of their
respective Affiliates) shall be an Affiliate of any Loan Party or of any Subsidiary of any Loan Party.


 






    2 


     


    

 


“Agent” has the meaning given
to such term in preamble to this Agreement.


 


“Agent Fee
Letter” means that certain Agent Fee Letter, dated as of the date
hereofClosing Date, by and between
Parent, Borrower and Agent, as may be amended, amended and restated, replaced, supplemented or otherwise modified from time
to time.


 


“Amendment
Effective Date” means May 26, 2022.


 


“Amendment Number One” means that certain Amendment
Number One to Loan and Security Agreement, dated as of the Amendment Effective Date, by and among, among
others, the Loan Parties, the Agent and the Lenders party thereto.


 


“Amendment Number One Fee Letter” has
the meaning set forth in the definition of the term “Fee Letter”.


 


“Anti-Corruption
Laws” means the United States Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, as amended, and all
other Applicable Laws and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction
in which any Loan Party or any of its Subsidiaries or Affiliates is located or is doing business.


 


“Anti-Money
Laundering Laws” means the Applicable Laws, statutes, regulations or rules in any jurisdiction in which any Loan Party
or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime
to money laundering, or any financial record keeping and reporting requirements related thereto, including, but not limited to,
the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and the USA Patriot Act.


 


“Applicable
Law” means, as to any Person, all applicable Laws of any Governmental Authority binding upon such Person or to which
such a Person is subject.


 


“Applicable
Rate” means with respect to any Term Loan, a percentage equal to the Base Rate plus 9.25% per annum.


 


“Approved
Acquisitions” means (a) the Mobile Refinery Acquisition, (b) the acquisition (including, without limitation, by
merger or consolidation) by Parent (or a Subsidiary thereof) after the Closing Date of all or substantially all of the assets
or a business line, product line or unit or division of, or a majority of the capital stock (or membership interests) of, or
an exclusive license or right to use the Intellectual Property or other assets of, a non-affiliated entity (the “New
Target”), where all of the following criteria are satisfied: (i) no Event of Default shall have occurred and be
continuing or would result from the consummation of the proposed acquisition and Agent and the Required Lenders have received
evidence that Borrower is in compliance with all terms and conditions of this Agreement on a pro forma basis after giving
effect to such acquisition, (ii) if the acquisition includes a merger of Borrower, Borrower shall remain the surviving legal
entity after giving effect to such acquisition; (iii) if such acquisition is a stock acquisition, Borrower shall cause the
New Target to comply with the requirements set forth in Section 6.11 and Section 6.12 of this Agreement; (iv) Parent (or any
Subsidiary Guarantor) are not required to assume or guarantee any Indebtedness other than Permitted Indebtedness in
connection with the transaction or the ownership or operation of the New Target or any of New Target’s assets, (v) the
business and operations of the New Target is substantially similar to that of the Parent (or is a line of business reasonably
related thereto); and (vi) the total cash consideration (including any earnout, deferred payments or management/employee
compensation) payable by the Parent in connection with all such transactions (or series of related transactions) does not
exceed $10,000,000 in the aggregate for all Approved Acquisitions during the term of this Agreement, (c) the acquisition
pursuant to the Myrtle Grove Purchase Agreement, (d) the acquisition pursuant to the Heartland Purchase Agreement and (e) any
Ordinary Course Acquisitions.


 






    3 


     


    

 


“Approved
Bank” has the meaning ascribed thereto in the definition of “Cash Equivalents” contained herein.


 


“Approved
Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or
an Affiliate of an entity that administers or manages a Lender.


 


“Assignment
Agreement” means an agreement substantially in the form of Exhibit C attached hereto or such other
form as approved by Agent.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution.


 


“Bail-In
Legislation” means (a) with respect to any EEA Member Country implementing Article 5 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country
from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I
of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United
Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates
(other than through liquidation, administration or other insolvency proceedings).


 


“Bank
Product” means any one or more of the following financial products or accommodations extended to any Loan Party or
any of its Subsidiaries by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called
“purchase cards”, “procurement cards” or “p-cards”)), (b) payment card processing
services, (c) debit cards, (d) stored value cards, (e) Cash Management Services, or (f) transactions under Hedging
Agreements.


 






    4 


     


    

 


“Bank
Product Agreements” means those agreements entered into from time to time by any Loan Party or any of its Subsidiaries
with a Bank Product Provider in connection with the obtaining of any of the Bank Products.


 


“Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations,
fees, or expenses owing by each Loan Party and its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank
Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, in each case, other than Hedge Obligations, (b) all Hedge Obligations, and
(c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of Agent or such Lender purchasing
participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect
to the Bank Products provided by such Bank Product Provider to a Loan Party; provided that Bank Product Obligations shall not include
any obligations (including, without limitation, any Transaction Obligations and Related Hedges (in each case, under and as defined
under the Intermediation Facility (as in effect on the date hereofClosing
Date)) under any Intermediation Facility Document, including, without limitation, by virtue of setoff or indemnification
rights under the Intermediation Facility Documents.


 


“Bank Product
Provider” means each Person providing the Bank Products to the Loan Parties.


 


“Base
Rate” shall be, for any day, the greater of (i) the per annum rate publicly quoted from time to time by The Wall
Street Journal as the “Prime Rate” in the United States minus 1.50% as in effect on such day and (ii) the sum of
the Federal Funds Rate for such day plus 1/2 of 1.0%. In no event shall the Base Rate be less than 1.0%.


 


“BHC
Act Affiliate” of a Person means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such Person.


 


“BlackRock
Lenders” means each of the Lenders party hereto from time to time that are affiliated with or managed by BlackRock Financial
Management, Inc. or any Affiliate thereof.


 


“Board”
means Parent’s board of directors (or equivalent management or oversight body) as elected from time to time in accordance
with the Organization Documents and bylaws of Parent in effect from time to time.


 


“Books”
means, as to any Person, the books and records, including: ledgers; records concerning such Person’s assets or liabilities,
including the Collateral, business operations or financial condition; and all computer programs, or data storage, and the related
devices and equipment, containing such information.


 




    5 


     


    

 


 


“Borrower”
has the meaning set forth in the introductory paragraph hereto.


 


“Borrower Joinder
Agreement” means the agreement substantially in the form of Exhibit B-1 hereto.


 


“Borrower Materials”
has the meaning given to such term in Section 6.3(c).


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of New York are
authorized to close under the laws of, or are in fact closed in, New York.


 


“Cantor”
has the meaning given to such term in preamble to this Agreement.


 


“Capital
Lease Obligations” means, as to any Person means the obligations of such Person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP
(consistently applied), and the amount of such obligations shall be the capitalized amount thereof determined in accordance
with GAAP (consistently applied); provided that any lease that would properly be recognized as an “operating
lease” by Parent as of the date hereofClosing
Date shall continue to be treated as an operating lease and shall not constitute a Capital Lease Obligation for
purposes of this Agreement.


 


“Cash
Equivalents” means, as to any Person: (a) securities issued or directly and guaranteed or insured by the United
States or any agency or instrumentality thereof having maturities of not more than twelve (12) months from the date of
acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any
public instrumentality thereof having maturities of not more than twelve (12) months from the date of acquisition and having
one of the two highest ratings from either Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or
Moody’s Investors Service, Inc.; (c)  certificates
of deposit, denominated solely in U.S. Dollars, maturing within 180 days after the date of acquisition, issued by any
commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or that is a
U.S. subsidiary of a foreign commercial bank; in each of the foregoing cases, solely to the extent that: (i) such
commercial bank’s short-term commercial paper is rated at least A-1 or the equivalent by Standard & Poor’s, a
division of The McGraw-Hill Companies, Inc., or at least P-1 or the equivalent thereof by Moody’s Investors Service,
Inc. (any such commercial bank, an “Approved Bank”); or (ii) the par amount of all certificates of deposit
acquired from such commercial bank are fully insured by the Federal Deposit Insurance Corporation; or (d) commercial paper
issued by any Approved Bank (or by the parent company thereof), in each case maturing not more than twelve months after the
date of the acquisition thereof.


 


“Cash
Management Services” means any cash management or related services including treasury, depository, return items,
overdraft, controlled disbursement, credit, purchasing debit card, merchant store value cards, e-payables services,
electronic funds transfer, interstate depository network, treasury management services (including controlled disbursement
services), cash pooling arrangements, automatic clearing house transfer (including the Automated Clearing House processing of
electronic funds transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.


 






    6 


     


    

 


“Casualty Event”
means any material loss of or damage to any tangible property or interest in tangible property of Parent or any Subsidiary.


 


“CERCLA” shall
mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et
seq.


 


“Certificate
of Title Collateral” shall mean all Vehicles and Rolling Stock (to the extent covered by a certificate of title), in
each case, with a fair market value in excess of $100,000.


 


“CFP”
means any current or future U.S. federal, state, regional or local renewable or clean transportation fuel program, other than the
RFS, the LCFS, and the OCFP.


 


“Change
in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect
of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein
to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 


“Change of Control” means an event
or series of events by which:


 


(a)           the direct or indirect Transfer (other than by way of merger or consolidation permitted hereunder), in one or a series of
related transactions, of all or substantially all of the Properties or assets of Loan Parties taken as a whole, to any “person”
(as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended);


 


(b)           the adoption
of a plan relating to the liquidation or dissolution of Parent;


 


(c)           the
consummation of any transaction (including any merger or consolidation), in one or a series of related transactions, the
result of which is that any “person” (as that term is defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended), becomes the beneficial owner, directly or indirectly, of more than 33% of the Equity Interest of
Parent, measured by voting power rather than number of shares, units or the like;


 




    7 


     


    

 


(d)           Parent fails to own and control, directly or indirectly, one hundred percent (100%) of the Equity Interests of (x) the Borrower
and (y) each other Loan Party, unless, in the case of this clause (y), permitted hereunder;


 


(e)           during any period of twelve (12) consecutive months commencing on or after the Closing Date, the occurrence of a change
in the composition of the Board of Parent such that a majority of the members of such Board are not Continuing Directors; or


 


(f)           a “change of control” or any comparable term which would result in an “event of default”, termination
event or similar or equivalent event would occur under, and as defined in, any other Indebtedness (with an aggregate principal
amount, together with all related Indebtedness, in excess of the Threshold Amount) of the Loan Parties, shall have occurred.


 


“Closing Date”
has the meaning assigned to it in Section 3.1.


 


“Code”
means the Uniform Commercial Code as adopted and in effect in the State of New York, as amended from time to time, provided, that,
to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different
Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or
remedies with respect to, Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction
other than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect
in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or
remedies and for purposes of definitions relating to such provisions.


 


“Collateral”
means the property described on Exhibit A attached hereto.


 


“Collateral Access Agreement”
means an agreement reasonably satisfactory in form and substance to the Agent and the Required Lenders (it being agreed that
the Agent shall not be obligated to enter into any agreement where it indemnifies a third party in Agent’s individual
capacity) executed by (a) a bailee or other Person in possession of Collateral, and/or (b) any mortgagee or lessor of real
property on which Collateral is stored, pursuant to which such Person (i) acknowledges the Agent’s Lien on the
Collateral, (ii) releases or waives such Person’s Liens in such stored Collateral held by such Person or located on
such real property, (iii) provides the Agent with access to such Collateral held by such bailee or other Person or located in
or on such real property upon prior notice and on mutually agreeable terms and conditions, (iv) as to any mortgagee or
landlord, provides the Agent with a reasonable time to sell and dispose of the Collateral from such real property on mutually
agreeable terms and conditions, and (v) makes such other agreements with the Agent as the Agent may reasonably require,
including but not limited to, leasehold mortgagee protections in favor of Agent to the extent such real property is subject
to a Mortgage, in each case, as such agreements are amended, amended and restated, replaced, supplemented or otherwise
modified from time to time.


 




    8 


     


    

“Collateral Assignment of Material Contracts” means that (x) certain Collateral Assignment
of Material Contracts, dated as of the Closing Date, by Parent in favor Agent relating to Material Contracts with Synergy Supply
& Trading LLC, and Idemitsu Apollo Renewable Corp. and (y) any other collateral assignment of Material Contracts entered into
after the date hereofClosing
Date.


 


“Collateral
Documents” means Article 4 of this Agreement, the Collateral Pledge Agreement, the Mortgages, if any, the Collateral
Access Agreements, if any, any Control Agreement, each Collateral Assignment of Material Contracts, and all other instruments,
documents, and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents which purport
to grant to Agent, for the benefit of Secured Parties, a Lien on any real, personal, or mixed property of such Loan Party as security
for the Secured Obligations and any power of attorney from time to time granted by Agent in relation to notating the Agent’s
Lien on any Certificate of Title Collateral, in each case, as such Collateral Documents may be amended, amended and restated, replaced,
supplemented or otherwise modified from time to time.


 


“Collateral
Pledge Agreements” mean, collectively, any pledge agreement relating to the Equity Interests or evidence of Indebtedness
of any Subsidiary owned directly or indirectly by a Loan Party to the extent necessary or useful to perfect Agent’s security
interest therein under Applicable Law, in each case, as amended, amended and restated, replaced, supplemented or otherwise modified
from time to time.


 


“Collateral Threshold Amount” means
$250,000.


 


“Commercial Tort
Claim” means any “commercial tort claim” as defined in the Code.


 


“Commitment
Letter” means that certain Commitment Letter, dated as of the February 17, 2022, by and between Parent, Borrower
and the Initial Lenders, as may be amended, amended and restated, replaced, supplemented or otherwise modified from time to
time.


 


“Compliance Certificate”
has the meaning given to such term in Section 6.4.


 


“Conforming
Renewable Product” means a renewable diesel that (i) is produced from one hundred percent (100%) Renewable Biomass
and no portion of which is produced from non-renewable feedstock, including petroleum products; (ii) meets the Renewable
Product Specifications, and (iii) is eligible to generate a valid RIN with a D Code of 4 under the RFS.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 






    9 


     


    

 


“Consolidated
Liquidity” means, for any period, an amount determined for the Loan Parties on a consolidated basis, equal to the aggregate
sum of Unrestricted Cash of the Loan Parties.;
provided that any calculation of Consolidated Liquidity for any purpose hereunder shall
include a certification from the Loan Parties to the Agent that all accounts payable included in
such calculation are within stated invoices terms and are no more than 60 days past due.


 


“Construction
Agreement” means that certain Construction Agreement dated on or about the Closing Date, by and between the Borrower
and Hargrove & Associates, Inc.


 


“Contingent
Obligation” means, as applied to any Person, any obligation, whether contingent or otherwise, with respect to any indebtedness,
lease, dividend, letter of credit of such Person or other obligation of another Person, including, without limitation, any obligation
of such Person, with respect to (i) undrawn letters of credit, corporate credit cards, or merchant services issued or provided
for the account of that Person; and (ii) all obligations arising under any agreement or arrangement designed to protect such Person
against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent
Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect
of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by Agent in good faith; provided, however, that such amount shall not in any event exceed the maximum
amount of the obligations under such guarantee or other support arrangement.


 


“Continuing
Director” means (a) any member of the Board who was a director (or comparable manager) of Parent on the Closing Date,
(b) any individual who becomes a member of the Board after the Closing Date if such individual was approved, appointed or nominated
for election to the Board by a majority of the members of the Board on the Closing Date, and (c) any individual who becomes a member
of the Board after the Closing Date if such individual was approved, appointed or nominated for election to the Board by a majority
of the members of the Board referred to in clauses (a) and (b) constituting at the time of such approval, appointment or nomination
at least a majority of that Board.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
means the ability to directly or indirectly vote more than thirty percent (30%) of the outstanding voting stock of any Person.
“Controlling” and “Controlled” have meanings correlative thereto.


 


“Control
Agreement” means an account control agreement, the terms of which are reasonably satisfactory to Agent and Required
Lenders (it being agreed that the Agent shall not be obligated to enter into any agreement where it indemnifies a third party
in Agent’s individual capacity; provided that the Control Agreement entered into on or about the Closing Date is
satisfactory to Agent), which is executed by Agent, each Loan Party and the applicable financial institution and/or
securities/investment intermediary, and which perfects Agent’s (for itself and for the benefit of the Lenders) first
priority security interest in the Loan Parties’ accounts maintained at such financial institution or
securities/investment intermediary, in each case, as amended, amended and restated, replaced, supplemented or otherwise
modified from time to time.


 






    10 


     


    

 


“Copyrights”
means any and all copyright rights in the United States (whether registered or unregistered and whether published or unpublished),
copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, together
with any and all (i) rights and privileges arising under Applicable Law with respect thereto and (ii) renewals and extensions thereof.


 


“Covered Entity” means any of the
following:


 


(a)           a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(b)           a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(c)           a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party” has the meaning
given to such term in Section 14.10(b).


 


“Current Financial
Statements” has the meaning given to such term in Section 5.9.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, arrangement, compromise, receivership, insolvency,
reorganization, or similar debtor relief Laws (including applicable provisions of any corporate laws) of the United States or
any state thereof or other applicable jurisdictions from time to time in effect.


 


“Default”
means any event which with the passing of time or the giving of notice or both would become an Event of Default hereunder.


 


“Default Rate”
means the per annum rate of interest equal to (i) the then Applicable Rate, plus (ii) 2% per annum.


 


“Defaulting Lender”
means any Lender that:


 


(a)           has
failed to (i) fund any payments required to be made by it under the Loan Documents within two (2) Business Days after any
such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes) unless such Lender
notifies Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied or (ii) pay to Agent or any other Lender any other amount
required to be paid by it hereunder within two (2) Business Days of the date when due,


 






    11 


     


    

 


(b)           has given written notice (and Agent has not received a revocation in writing), to the Borrower, Agent or has otherwise publicly
announced (and Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or
purchases of participations required to be funded by it under the Loan Documents (unless such writing or public statement relates
to such Lender’s obligation to fund a Term Loan hereunder and states that such position is based on such Lender’s determination
that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified
in such writing or public statement) cannot be satisfied), or


 


(c)           has, or any Person that directly or indirectly controls such Lender has, (i) become subject to a voluntary or involuntary
case under an Insolvency Proceeding, (ii) had a custodian, conservator, receiver or similar official appointed for it or any substantial
part of such Person’s assets or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise
been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to
be, insolvent or bankrupt, and for this clause (c), Agent has determined that such Lender is reasonably likely to fail to fund
any payments required to be made by it under the Loan Documents.


 


“Deposit Account”
means any “deposit account” as defined in the Code. “Disclosure Amount” means $250,000.


 


“Disclosure
Letter” means the disclosure letter/perfection certificate dated as of the Closing Date containing certain information
and schedules delivered by the Loan Parties to Agent and the Lenders (as such disclosure letter/perfection certificate may be supplemented
from time to time in accordance with the terms of this Agreement).


 


“Disqualified
Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity
Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a)
matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof
upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term
Loans and all other Obligations that are accrued and payable and the termination of the Term Loan Commitments), (b) is
redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c)
provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
date that is ninety-one (91) days after the Maturity Date of the Term Loans at the time of issuance; provided that if
such Equity Interests are issued pursuant to a plan for the benefit of employees of any Loan Party or by any such plan to
such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to
be repurchased by any Loan Party in order to satisfy applicable statutory or regulatory obligations.


 






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“Disqualified
Institution” shall mean any person that is (i) designated by the Borrower by written notice delivered to Agent on or
prior to the Closing Date or (ii) a competitor of the Parent or its Subsidiary Guarantors that has been identified by the Borrower
to Agent, but excluding any affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are
engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities
in the ordinary course and with respect to which the Disqualified Institution does not, directly or indirectly, possess the power
to direct or cause the direction of the investment policies of such entity.


 


“Disqualified
Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional
redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment
constituting a return of capital, in each case at any time on or prior to the date that is one year and one day following the Maturity
Date; or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii)
any Equity Interest referred to in clause (a) above, in each case at any time on or prior to the date that is one year and one
day following the Maturity Date.


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which
is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Engineering
Review” means a third party engineering review by a licensed professional engineer that confirms the Renewable Diesel
Project has achieved Mechanical Completion.


 


“Environmental
Claim” means any complaint, summons, citation, notice, request for information, notice of potential liability,
notice of violation, directive, order, claim, suit, litigation, investigation, judicial or administrative proceeding,
judgment, letter, or other written communication from any Governmental Authority or any other Person arising (i) pursuant to
or in connection with any actual or alleged violation of any Environmental Law or permit, license or approval issued
thereunder; (ii) in connection with the actual or alleged presence, Release or threatened Release of Hazardous Materials;
(iii) exposure to any Hazardous Materials; or (iv) in connection with any actual or alleged liability under Environmental Law
arising from any damage, injury, threat or harm to human health or safety, natural resources or the environment.


 






    13 


     


    

 


“Environmental
Law” means any federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, or rule
of common law now or hereafter in effect and in each case as amended, or any binding and enforceable judicial or administrative
interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent
binding on any Loan Party and/or any Subsidiary thereof, relating to (i) the protection of human health, safety and the environment,
(ii) the conservation, management or use of natural resources and wildlife, (iii) the manufacture, processing, handling, generation,
use, disposal, production, storage, handling, treatment, Release, threatened Release or transport of, or exposure to, Hazardous
Materials, (iv) occupational health and safety (to the extent relating to Hazardous Materials) or (v) pipeline safety, in each
case as amended from time to time.


 


“Environmental
Liabilities” means all liabilities, contingent or otherwise (including any liability for damages, costs of medical monitoring,
costs of environmental remediation or restoration, fines, penalties or indemnities), of the Borrower, any other Loan Party or any
of their respective Subsidiaries directly or indirectly resulting from or based upon (a) any violation of any Environmental Law
or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, treatment or disposal
of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials
or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.


 


“Equity
Interests” mean shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity interests in any Person, and any option, warrant, convertible debt or other right
entitling the holder thereof to purchase or otherwise acquire any such equity interest.


 


“Equity
Issuance” means, any issuance by any Loan Party or any of its Subsidiaries to any Person of its Equity Interests.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA
Affiliate” means, with respect to any Loan Party, any entity, trade or business (whether or not incorporated) under common
control with the Loan Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o)
for purposes of provisions relating to Section 412 of the Internal Revenue Code).


 






    14 


     


    

 


“ERISA
Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the failure to meet the minimum funding
standards of Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA with respect to any Pension Plan (whether or not
waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) or the failure to make by its due date a
required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (c) a determination that any Pension Plan is, or is expected to be, in “at
risk” status (as defined in Section 430 of the Code or Section 303 of ERISA); (d) a determination that any
Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status under Section 432
of the Code or Section 305 of ERISA; (e) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (f) a complete or partial
withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (g) the filing of a notice of intent to
terminate a Pension Plan, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (h) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Pension Plan or Multiemployer Plan; (i) the imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon Parent or any ERISA Affiliate; (j) receipt from the IRS of
notice of the failure of any Pension Plan (or any other Plan intended to be qualified under Section 401(a) of the Code) to
qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Code, (k) the filing by a Loan Party or any ERISA Affiliate of an
application with respect to a Pension Plan for a waiver of the minimum funding standard under Section 412(c) of the Code or
Section 302(c) of ERISA, or (l) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303(k) of ERISA or
a violation of Section 436 of the Code with respect to any Pension Plan.


 


“Erroneous Payment”
has the meaning assigned to it in Section 12.11(a).


 


“Erroneous Payment Deficiency Assignment” has the
meaning assigned to it in Section 12.11(d)(i).


 


“Erroneous Payment Impacted
Class” has the meaning assigned to it in Section 12.11(d)(i).


 


“Erroneous
Payment Return Deficiency” has the meaning assigned to it in Section 12.11(d)(i).


 


“Erroneous
Payment Subrogation Rights” has the meaning assigned to it in Section 12.11(e).


 


“Escrow
Account” has the meaning ascribed to such term in the Escrow Agreement.


 


“Escrow
Agent” means Cantor Fitzgerald Securities, in its capacity as escrow agent under the Escrow Agreement.


 




    15 


     


    

 


“Escrow
Agreement” means that certain Escrow Agreement, dated as of March 2, 2022, by and among the Borrower, Parent, the Initial
Lenders party thereto and the Escrow Agent.


 


“Escrow Funding Date” means the date upon which the net amounts constituting the Initial
Term Loan were funded into the Escrow Account which was March 2, 2022.


 


“Event of Default” has the meaning
given to such term in Article 8.


 


“Excluded
Account” means (a) any tax, trust, or payroll account (including, without limitation, accounts used for payroll,
payroll taxes, workers’ compensation or unemployment compensation premiums or benefits and other employee wage and
benefit payments to or for the benefit of any Loan Party’s employees or for other trust or fiduciary purposes of a Loan
Party or accounts of a Loan Party used specifically and exclusively for holding any other taxes required to be collected or
withheld by a Loan Party (including, without limitation, federal and state sales, use and excise taxes, customs duties,
import duties and independent customs brokers’ charges) for which any Loan Party is or may reasonably be expected to be
liable), so long as such deposit account contains only funds to be used exclusively for taxes, trust obligations and payroll
obligations, (b) any account solely used to post cash collateral or margin to an Intermediation Facility Agent to secure any
Intermediation Facility, (c) any account solely used to post cash collateral or margin to any Bank Product Provider to secure
Non-LSA Hedges up to an amount not to exceed $25,000,000 less any amounts secured under clause (m) of Permitted Liens, (d)
any collections accounts and other accounts solely containing proceeds of collateral securing Permitted Indebtedness under
clauses, (f), (r) or (s) thereof and (e) other deposit accounts, so long as at any time the balance in any such account does
not exceed $250,000 and the aggregate balance in all such accounts does not exceed $1,000,000.


 


“Excluded
Property” means, with respect to any Loan Party, (a) any property which, subject to the terms of clause (c) of
“Permitted Indebtedness”, is subject to a Lien of the type described in clause (c) of “Permitted
Liens” pursuant to documents that prohibit such Loan Party from granting any other Liens in such property, (b) Excluded
Accounts, (c) (i) any contract, permit, license or any contractual obligation entered into by any Loan Party (A) that
prohibits or requires the consent of any Person other than any Loan Party and its Affiliates (which consent has not been
obtained) as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such permit, license
or contractual obligation or any equity interest related thereto or that would be breached or give the other party to the
right to terminate such permit, license or contractual obligation as a result thereof or (B) to the extent that any
requirement of law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibition or
requirement for consent in clauses (A) and (B), to the extent, and for as long as, such prohibition or
requirement for consent (y) was not entered into in contemplation of this Agreement and (z) is not terminated or rendered
unenforceable or otherwise deemed ineffective by the Code or any other requirement of law or by the receipt of the applicable
Person whose consent is required, and (d) any “intent to use” trademark application for registration of a
Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement
of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c)
of the Lanham Act with respect thereto.


 






    16 


     


    

 


“Excluded
Subsidiary” means (x) as of the Closing Date, HPRM, LLC, a Delaware limited liability company, Leverage Lubricants,
LLC, a Texas limited liability company and Vertex Recovery Management LA, LLC, a Louisiana limited liability company and (y)
any Subsidiary that is prohibited, but only so long as such Subsidiary would be prohibited, by any contract entered into by
any Loan Party or any Subsidiary acquired after the Closing Date (but only to the extent in existence on the Closing Date or,
upon the acquisition of any Subsidiary and in respect of such Subsidiary, in existence on the date of acquisition thereof
and, in each case, only to the extent not entered into in contemplation of this Agreement or is not terminated or rendered
unenforceable or otherwise deemed ineffective by the Code or any other requirement of law) with one or more unaffiliated
third parties, from providing a guaranty of the Secured Obligations or granting a Lien on its assets to secure the Secured
Obligations or that would require third party contractual authorization to provide such a guaranty or grant such a Lien
unless such authorization has been received (it being understood that the Loan Parties shall not be obligated to seek any
authorization except to the extent it is commercially reasonable to do so); provided that the exclusion in this clause
(y) shall in no way be construed to (A) apply to the extent that any described prohibition is ineffective under Section
9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, or (B) limit, impair, or otherwise affect any of the
Agent’s continuing security interests in and liens upon any rights or interests of any Loan Party in or to (1) monies
due or to become due under or in connection with the Equity Interests of such Excluded Subsidiary, or (2) any proceeds from
the sale, license, lease, or other dispositions of the Equity Interests of such Excluded Subsidiary; provided that in
the case of clauses (x) or (y) above, such Subsidiary or Subsidiaries shall, upon no longer constituting an
“Excluded Subsidiary”, promptly (and, in all events, within 10 Business Days or such longer period as the
Required Lenders shall reasonably agree) comply with Sections 6.11 and 6.12; provided further that upon
the consummation of the transactions under the Heartland Purchase Agreement, HPRM, LLC shall no longer constitute an Excluded
Subsidiary and shall comply with Sections 6.11 and 6.12.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Hedge Obligation if, and to the extent that, all or a portion
of the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 14.1),
or the grant by such Loan Party of a security interest to secure, such Hedge Obligation (or any guaranty thereof) is or becomes
illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of
such Loan Party or the grant of such security interest becomes effective with respect to such Hedge Obligation. If a Hedge Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Hedge Obligation
that is attributable to swaps for which such guaranty or security interest is or becomes illegal.


 






    17 


     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of,
or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an
applicable interest in a Term Loan or Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender
acquires such interest in the Term Loan or Term Loan Commitment or (ii) such Lender changes its lending office, except in
each case to the extent that, pursuant to Section 2.9, amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed
its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.9(g) and (d) any
withholding Taxes imposed under FATCA.


 


“Existing Convertible Notes” means the 6.25% Convertible Senior Notes due 2027 issued by
Vertex Energy Operating LLCpursuant
to the Existing Convertible Notes Indenture and listed in Section 8 of the Disclosure Letter.


 


“Existing Convertible Notes Indenture” means the
Indenture, dated as of November 1, 2021, by and between Parent and U.S. Bank National Association, as Trustee, as in effect
on the date hereof.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental
Authorities and implementing such Sections of the Internal Revenue Code.


 


“Federal
Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s
federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall
set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank
of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less
than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Fee Letter” means (a)
that certain Fee Letter, dated as of the February 17, 2022, by and between Parent, Borrower and the Initial Lenders,
as may be amended, amended and restated, replaced, supplemented or otherwise modified
from time to time. and/or (b) that certain Amendment Number One Fee Letter, dated as of the Amendment Effective Date (the “Amendment
Number One Fee Letter”), by and between Parent, Borrower and the Lenders party thereto, as the same may be further amended
and restated, replaced, supplemented or otherwise modified from time to time, as the
context may require.


 




    18 


     


    

 


“Flood
Laws” means all Applicable Law relating to policies and procedures that address requirements placed on federally regulated
lenders under the National Flood Insurance Reform Act of 1994 and other Applicable Law related thereto.


 


“Foreign Lender”
means any Lender that is not a U.S. Person.


 


“Free Trade Amount”
has the meaning assigned to it in Section 14.1(f).


 


“Fund”
means any Person (other than a natural Person), fund, commingled investment vehicle or managed account that is (or will be) engaged
in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary
course of its activities.


 


“Funds Flow Memorandum” shall mean (a)
that certain funds flow memorandum to be dated the Closing Date and executed and delivered by the Borrower to the Agent
in connection with the application of Initial Term Loan proceeds
on the Closing Date, which funds flow memorandum shall be in form and substance reasonably satisfactory to the Initial Lenders.
and (b) that certain funds flow memorandum to be dated the Amendment Effective Date and delivered by the Borrower to the Agent in connection with the application of Additional
Term Loan proceeds on the Amendment Effective Date, which funds flow memorandum shall
be in form and substance reasonably satisfactory to the Lenders.


 


“GAAP”
means, as of any date of determination, generally accepted accounting principles as then in effect in the United States of America
set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board.


 


“GDPR”
means the European Union General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council
of 27 April 2016 of the European Parliament and the Council of the European Union and all regulations promulgated thereunder.


 


“Governmental
Authority” means (a) any United States federal, state, county, municipal or foreign government, or political subdivision
thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or
public body, (c) any court or administrative tribunal or (d) with respect to any Person, any arbitration tribunal or other similar
non-governmental authority to whose jurisdiction that Person has consented.


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness of the kind described in the definition thereof or other obligation payable or
performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such
Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect
of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by
such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount
of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The
term “Guarantee” as a verb has a corresponding meaning.


 






    19 


     


    

 


“Guaranteed Obligations”
has the meaning given to such term in Section 13.1.


 


“Guarantor Joinder
Agreement” means the agreement substantially in the form of Exhibit B-2 hereto.


 


“Guaranty”
means, collectively, the Guarantee made by the Guarantors under Article 13 in favor of the Secured Parties, together with
each other guaranty delivered pursuant to Section 6.11, in each case, as amended, amended and restated, replaced, supplemented
or otherwise modified from time to time.


 


“Hazardous
Materials” means (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid,
mineral or gas, in each case, whether naturally occurring or manmade, that is defined, designated, identified or classified as
a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under, or for which liability
or standards of care are imposed by, any Environmental Law; and (b) any petroleum, petroleum distillate or petroleum-derived substances
or products, crude oil, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development or production of crude oil or natural gas, radon, radioactive materials or wastes, per- and polyfluoroalkyl
substances, asbestos or asbestos-containing materials, lead or lead-containing materials, urea formaldehyde foam insulation, and
polychlorinated biphenyls.


 


“Heartland
Election Notice” has the meaning ascribed to such term in clause (g) of the definition of “Permitted Indebtedness”
contained herein.


 


“Heartland
Indebtedness” has the meaning ascribed to such term in clause (g) of the definition of “Permitted
Indebtedness” contained herein.


 


“Heartland
Purchase Agreement” means that certain Purchase and Sale Agreement dated as of February 25, 2022, between Vertex
Splitter Corporation and Tensile-Vertex Holdings LLC, as amended, restated, amended and restated, supplemented or otherwise
modified after the date thereof.


 






    20 


     


    

 


“Heartland
ROFR” has the meaning ascribed to such term in clause (g) of the definition of “Permitted Indebtedness” contained
herein.


 


“Heartland
ROFR Notice” has the meaning ascribed to such term in clause (g) of the definition of “Permitted
Indebtedness” contained herein.


 


“Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent,
due or to become due, now existing or hereafter arising, of each Loan Party arising under, owing pursuant to, or existing in respect
of Hedging Agreements entered into with one or more of the Hedge Providers; provided that Hedge Obligations shall not include any
obligations (including, without limitation, any Transaction Obligations and Related Hedges (in each case, under and as defined
under the Intermediation Facility (as in effect on the date hereofClosing
Date)) under any Intermediation Facility Document, including, without limitation, by virtue of setoff or indemnification
rights under the Intermediation Facility Documents.


 


“Hedge
Provider” means any Bank Product Provider that is a party to a Hedging Agreement with a Loan Party or otherwise provides
Bank Products under clause (f) of the definition thereof.


 


“Hedging
Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging arrangement, in each case, as amended, amended
and restated, replaced, supplemented or otherwise modified from time to time; provided that, notwithstanding anything to the contrary,
Intermediation Facility Documents shall not constitute a Hedging Agreement hereunder.


 


“Highbridge
Lenders” means each of the Lenders party hereto that are managed by Highbridge Capital Management, LLC.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money (including interest whether
charged at the Applicable Rate or otherwise) or with respect to deposits or advances of any kind, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest
charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements
relating to property or assets purchased by such Person, including any earn-out obligations, (e) all obligations of such
Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business and not more than sixty (60) days past due), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed,
(g) all Contingent Obligations of such Person (not in duplication of any other clause of this definition), (h) all Capital
Lease Obligations and Synthetic Lease Obligations of such Person, (i) all obligations of such Person as an account party in
respect of letters of credit, (j) all obligations of such Person in respect of bankers’ acceptances, (k) obligations in
respect of Disqualified Stock, and (l) all obligations of such Person in respect of any exchange traded or over the counter
derivative transaction, including any Hedging Agreement, in each case, whether entered into for hedging or speculative
purposes or otherwise. The amount of any Indebtedness of any Person in respect of a Hedging Agreement shall be the amount
determined in respect thereof as of the end of the then most recently ended calendar quarter of such Person, based on the
assumption that such Hedging Agreement had terminated at the end of such calendar quarter. In making such determination, if
any agreement relating to such Hedging Agreement provides for the netting of amounts payable by and to such Person thereunder
or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the
amount of such obligation shall be the net amount so determined, in each case to the extent that such agreement is legally
enforceable in Insolvency Proceedings against the applicable counterparty thereof. The Indebtedness of any Person
shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or joint
venture; provided that Indebtedness will not be deemed to include obligations incurred in advance of, and the proceeds of
which are to be applied in connection with, the consummation of a transaction (including any proceeds held in an escrow,
trust, collateral or similar account or arrangement for a period of no longer than 30 days (or such longer period to which
the Required Lenders may reasonably agree).


 






    21 


     


    

 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of
any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Initial
Lender” means each of the Whitebox Lenders, the Highbridge Lenders, the BlackRock Lenders, Chambers Energy Capital IV,
LP, CrowdOut Credit Opportunities Fund LLC, and CrowdOut Capital LLC.


 


“Initial
Term Loan” has the meaning set forth in the definition of the term “Term
Loan”. 


 


“Initial
Warrants” has the meaning set forth in the definition of the term “Warrants”.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United
States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law (domestic or foreign), including
assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its
creditors, or proceedings seeking reorganization, arrangement, or other relief.


 


“Insolvent”
means, with respect to any Person as of any date of determination, that (a) the sum of the debt (including contingent
liabilities existing as of the date hereofClosing
Date) of such Person and its subsidiaries (on a consolidated basis) exceeds the present fair saleable value of
the present assets of such Person and its subsidiaries (on a consolidated basis), (b) the capital of such Person and its
subsidiaries (on a consolidated basis) is not unreasonably small in relation to its business as of such date or as
contemplated as of such date, (c) such Person and its subsidiaries have incurred, or reasonably believe that they will incur,
debts beyond their ability to pay such debts as they mature or, in the case of contingent liabilities, otherwise become
payable, or (d) such Person is not “solvent” or is “insolvent”, as applicable within the meaning
given those terms and similar terms under Applicable Law relating to fraudulent transfers and conveyances.


 






    22 


     


    

 


“Intellectual
Property” means all of a Person’s right, title, and interest in and to the following: Copyrights, Trademarks and
Patents (including registrations and applications therefor prior to granting, and whether or not filed, recorded or issued); domain
names; all trade secrets and related rights, including without limitation rights to unpatented inventions, know-how and manuals;
all design rights; claims for damages by way of past, present and future infringement of any of the rights included above; all
amendments, renewals and extensions of any Copyrights, Trademarks or Patents; all licenses or other rights to use any of the foregoing
and all license fees and royalties arising from such use; and all proceeds and products of the foregoing.


 


“Intellectual
Property Security Agreement” means the agreement substantially in the form of Exhibit F hereto, as amended,
amended and restated, replaced, supplemented or otherwise modified from time to time.


 


“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the date
hereofClosing Date, by and between the Agent,
the Lenders, each Intermediation Facility Agent party thereto from time to time, and acknowledged by the Loan Parties, or any Market
Intercreditor Agreement or other intercreditor agreement entered into from time to time by the Loan Parties, Agent and other secured
parties party thereto, in each case as amended, amended and restated, replaced, supplemented or otherwise modified from time to
time.


 


“Intercreditor Provisions” has
the meaning assigned to it in Section 8.16.


 


“Intermediation Facility” means (x) that certain Supply and Offtake Agreement, dated as of
the date hereofClosing
Date, entered into by the certain of the Loan Parties (including any replacement or refinancing of thereof) subject
to and in accordance with the terms and conditions of the Intercreditor Agreement and (y) any other intermediation, monetization,
supply and offtake or similar arrangement entered into by the Loan Parties, that provides for the purchase and/or sale or the financing
of the Loan Parties of Intermediation Facility Priority Collateral, and the transactions contemplated thereby and entered into
thereunder and in connection therewith, in each case, as amended, amended and restated, replaced, supplemented or otherwise modified
from time to time, subject to a Market Intercreditor Agreement.


 


“Intermediation
Facility Agent” means any Intermediators and/or any agent or representative acting for the Intermediators under the Intercreditor
Agreement.


 


“Intermediation
Facility Documents” means the agreements documenting an Intermediation Facility between a Loan Party, the
Intermediators and any Intermediation Facility Agent, in each case, as amended, amended and restated, replaced, supplemented
or otherwise modified from time to time.


 






    23 


     


    

 


“Intermediation
Facility Priority Collateral” has the meaning specified therefor in the Intercreditor Agreement.


 


“Intermediators”
means Macquarie Energy North America Trading Inc and any other financing providers under any Intermediation Facility (including
any replacement or refinancing of thereof), as the case may be.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated
and rulings issued thereunder.


 


“Inventory”
means “inventory” as defined in the Code, including work in process and finished products intended for sale or lease
or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned by or in the custody
or possession, actual or constructive, of any Loan Party, including such inventory as is temporarily out of its custody or possession
or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale
or disposition of any of the foregoing and any documents of title representing any of the above, and each Loan Party’s Books
relating to any of the foregoing.


 


“Investment”
means any beneficial equity ownership in any Person (including stock, partnership interest or other securities), any purchase or
other acquisition of debt or other securities of any Person, any loan, advance or capital contribution to, or Guarantee or assumption
of debt of, any Person (including any partnership or joint venture interest in any Person), or the purchase or other acquisition
(in one transaction or series of transactions) of all or substantially all of the property and assets or business of any Person
or assets constituting a business unit, line of business or division of any Person.


 


“Involuntary
Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any
property of any Loan Party .


 


“IRS” means the United States Internal
Revenue Service.


 


“Knowingly”
has a correlative meaning of undertaking an action with Knowledge.


 


“Knowledge”
means, with respect to a Person, the knowledge of the individuals of such Person, including a Responsible Officer, who have
the responsibility for any day-to-day decision making, or legal, operational, or financial affairs of such Person, which
knowledge shall include any and all facts and other information of such Person actually knew or reasonably should have known
in accordance with all applicable industry standards and commercially reasonable prudence and diligence.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.


 






    24 


     


    

 


“LCFS”
means the California Low Carbon Fuel Standard as set forth in Section 95484 of Title 17 of the California Code of Regulations,
as amended or supplemented.


 


“Lender
Expenses” means all reasonable and reasonably documented out-of-pocket costs or expenses (including reasonable attorneys’
fees and expenses), incurred by Agent or any Lender in connection with the preparation, negotiation, administration, any Default
or Events of Default, and enforcement of the Loan Documents (including without limitation the reasonable and documented legal fees
and expenses of (i) Sidley Austin LLP, counsel for the Lender group (and one local counsel in each applicable jurisdiction, for
the Lenders as a group and the Agent), (ii) Shipman & Goodwin LLP, counsel to the Agent, and (iii) Clifford Chance LLP, as
special counsel for the Blackrock Lenders with scope of role and limitations as agreed by Blackrock and the Borrower), including
any amendments, modifications, consents and waiver to and/or under any and all Loan Documents; any public record searches conducted
by or at the request of Agent from time to time, including without limitation, title investigations, public records searches, pending
litigation and tax lien searches and searches for applicable corporate, limited liability, partnership and related records; reasonable
Collateral audit fees incurred by Agent or any Lender; and Agent’s and any Lender’s reasonable attorneys’ fees
and expenses incurred before, during and/or after an Insolvency Proceeding (i) protecting, storing, insuring, handling, maintaining,
auditing, examining, valuing or selling any Collateral; or (ii) maintaining, amending, enforcing, collecting, performing (including
any workout or restructuring) or defending the Loan Documents; or incurred in any other matter or proceeding relating to the Loan
Documents (including in all cases, without limit, court costs, legal expenses and reasonable attorneys’ fees and expenses,
whether or not suit is instituted, and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy,
probate or administrative proceeding or otherwise).


 


“Lender Group” has the meaning
assigned to it in Section 14.1(b).


 


“Lien”
means any pledge, bailment, lease, mortgage, deed of trust (or similar instrument), hypothecation, conditional sales and title
retention agreement, charge, claim, encumbrance, preference, priority or other lien (statutory or otherwise) in favor of any Person.


 


“Loan
Documents” means, collectively, this Agreement, Amendment
Number One, each Note, the Warrants, the Warrant Agreement,
the Additional Warrant Agreement, the Registration
Rights Agreement, the Agent Fee Letter, the Fee Letter, the Commitment Letter, any Borrower Joinder Agreement, any Guarantor Joinder
Agreement, each Notice of Borrowing, the Collateral Documents, any Subordination Agreement and all other documents, instruments
and agreements executed or delivered by any Loan Party to or for the benefit of Agent and Lenders in connection with this Agreement,
all as amended or extended from time to time.


 




    25 


     


    

 


“Loan Party” means the Borrower
and each Guarantor.


 


“Market
Intercreditor Agreement” means any intercreditor agreement in form and substance reasonably acceptable to the Required
Lenders, the Borrower and the other secured parties party thereto establishing, among other things, the relative Lien and payment
priorities of the Secured Obligations vis-à-vis other Permitted Indebtedness (i.e., whether that the holder of such Permitted
Lien will have a first priority lien in such Collateral), and terms relating to the control of remedies; provided that in no event
shall the Intercreditor Agreement be considered precedent for any Market Intercreditor Agreement.


 


“Material
Adverse Effect” means a material adverse effect on (i) the business, operations, assets, liabilities, prospects or condition
(financial or otherwise) of Parent and the other Loan Parties taken as a whole, (ii) the ability of Borrower to repay the Secured
Obligations or any Loan Party to otherwise perform its obligations under the Loan Documents, or (iii) the validity, perfection
or priority of, or any impairment to, Agent’s security interests in the Collateral or Agent’s right to enforce any
of its rights or remedies with respect to the Secured Obligations.


 


“Material
Contracts” means any contract or agreement (whether written or oral) to which any Loan Party is a party where the aggregate
consideration payable to or by such Loan Party pursuant to the terms of such contract or agreement exceeds 10% of such Loan Party’s
expenditures for contracts or agreements of such type, with the types of “expenditures” being (A) Revenue, (B) costs
and (C) operating expenditures.


 


“Maturity
Date” means April 1, 2025; provided that if such day is not a Business Day, the Maturity Date shall be the Business Day
immediately succeeding such day.


 


“Mechanical Completion” has the meaning set forth in the Construction Agreement (as in effect
on the date hereofClosing
Date).


 


“Mobile
Refinery” means that certain refinery and related assets in Mobile, Alabama to be purchased pursuant to the Mobile Refinery
Acquisition Agreement.


 


“Mobile
Refinery Acquisition” means the consummation of the purchase of the Mobile Refinery from Shell on terms satisfactory
to the Initial Lenders pursuant to the terms of the Mobile Refinery Acquisition Agreement.


 


“Mobile
Refinery Acquisition Agreement” means that certain Sale and Purchase Agreement by and between Borrower (as successor
in interest to Vertex Energy Operating, LLC, a Texas limited liability company), as the Buyer, and Equilon Enterprises LLC d/b/a
Shell Oil Products US, Shell Chemical LP, and Shell Oil Company, as Sellers.


 


“Mortgage”
means a mortgage, deed of trust, trust deeds, or deed to secure debt, in form and substance reasonably satisfactory to the Required
Lenders, made by a Loan Party in favor of Agent for the benefit of Agents and the Lenders, securing the Secured Obligations and
delivered to Agent, in each case, as amended, amended and restated, replaced, supplemented or otherwise modified from time to time.


 




    26 


     


    

“Multiemployer
Plan” means any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) to which a Loan Party or
any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six years has made or been obligated to
make contributions.


 


“Myrtle
Grove Purchase Agreement” means that certain Purchase and Sale Agreement dated as of February 25, 2022, between Vertex
Splitter Corporation, Tensile – Vertex Holdings LLC and Tensile-Myrtle Grove Acquisition Corporation, as amended, restated,
amended and restated, supplemented or otherwise modified from time to time following the date thereof.


 


“Negotiable
Collateral” means all Collateral of which any Loan Party is a beneficiary, including, letters of credit, notes, drafts,
instruments, securities, documents of title, and chattel paper, and such Loan Party’s Books relating to any of the foregoing.


 


“Net Cash
Proceeds” means the aggregate cash or Cash Equivalents proceeds received by Parent or any Subsidiary in respect of
any Transfer, Equity Issuance, or Involuntary Disposition, net of (a) direct costs incurred in connection therewith
(including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or
payable as a result thereof and (c) in the case of any Transfer or any Involuntary Disposition, the amount necessary to
retire any Indebtedness permitted to be incurred hereunder and secured by a Permitted Lien (ranking senior to any Lien of the
Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation,
any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by Parent or
any Subsidiary in any Transfer, Equity Issuance, or Involuntary Disposition.


 


“New
Facility” has the meaning specified therefor in Section 6.14(c). “Non-Conforming Renewable
Product” means a renewable diesel that (i) is produced from one hundred percent (100%) Renewable Biomass and no
portion of which is produced from non-renewable feedstock, including petroleum products; and (ii) does not meet the Renewable
Product Specifications.


 


“Non-Consenting
Lender” has the meaning specified therefor in Section 14.15.


 


“Note”
means a secured promissory note in favor of a Lender in substantially the form of Exhibit E.


 


“Notice
of Borrowing” means a notice of borrowing of a Term Loan pursuant to the terms of this Agreement in substantially the
form of Exhibit D.


 


“Obligations”
means all debt, principal, interest, fees, charges, indemnities, Lender Expenses and other amounts owing by Borrower or any
other Loan Party to Agent or a Lender of any kind and description whether arising under or pursuant to or evidenced by the
Loan Documents, and whether or not for the payment of money, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, including the principal and interest due with respect to the Term Loans, and
further including all Lender’s Expenses that Borrower or any other Loan Party is required to pay or reimburse by the
Loan Documents, by law, or otherwise.


 






    27 


     


    

 


“OCFP”
mean the regulations, orders, decrees and standards issued by a Governmental Authority implementing or otherwise applicable to
the Oregon Clean Fuels Program as set forth in Oregon Administrative Rules chapter 340, division 253 as defined in Oregon Administrative
Rules 340-253-0060(4) and each successor regulation.


 


“OFAC”
means Office of Foreign Assets Control of the U.S. Treasury Department.


 


“Offer” has the meaning
assigned to it in Section 14.1(f). “OID” means original issue discount.


 


“Ordinary
Course Acquisition” means an acquisition (whether in a single transaction or related series of transactions) in the
ordinary course of Property (including goods, materials, supplies, inventory, equipment and other personal Property)
consumable or useful in the operation of the business of the Loan Parties (taken as a whole) not to exceed an aggregate
amount equal to $10,000,000 per calendar year, provided that any unused amounts shall be permitted to be carried forward to
be used in the following calendar year; provided that in no event shall an event that could otherwise be considered an
Approved Acquisition under clauses (a), (b), (c) or (d) of the definition thereof be considered an Ordinary Course
Acquisition.


 


“Organization
Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability
company agreement (or equivalent or comparable documents with respect to any non-U.S. jurisdiction), (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation
or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities,
any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with
respect to any non-U.S. jurisdiction).


 


“Other
Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the
receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment.


 






    28 


     


    

 


“Parent”
has the meaning given to such term in preamble to this Agreement.


 


“Participant” has the meaning
specified in Section 14.1(e).


 


“Participant
Register” has the meaning specified in Section 14.1(e). “Patents” means all issued
patents, patent applications and like protections including without limitation rights and privileges arising under Applicable
Law with respect thereto (in the United States), inventions, improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.


 


“Payment Recipient”
has the meaning assigned to it in Section 12.11(a). “PBGC” means the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA, or any successor thereto.


 


“Pension
Plan” means any “employee benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, which is subject to Title IV of ERISA or Sections 412 of the Internal Revenue Code or Section 302 of ERISA,
and which is or was, within the preceding six years, maintained, or required to be contributed to, a Loan Party or any ERISA Affiliate.


 


“Permitted
Equity Issuance” means (a) any Equity Issuance pursuant to any employee, director or consultant option program,
benefit plan or compensation program or agreement, (b) any Equity Issuance by a Loan Party to Parent, the Borrower or another
Loan Party, (c) any Equity Issuance related to the Warrants, (d) any Equity Issuance to fund all or a portion of the purchase
price of any (i) Approved Acquisition, (ii) any Permitted Investment, or (iii) any
capital expenditures permitted hereunder, and (e) any Equity Issuance pursuant to (x) the Existing Convertible Notes and (y)
any other convertible securities issued by Parent permitted by the terms of this Agreement (or as otherwise consented to by
the Required Lenders in their reasonable discretion).


 


“Permitted Indebtedness”
means the following:


 


(a)           Indebtedness of any Loan Party in favor of Agent or a Lender arising under this Agreement or any other Loan Document;


 


(b)           Indebtedness existing on the Closing Date and disclosed in Section 8 of the Disclosure Letter;


 


(c)           Indebtedness
consisting of: (i) capital leases; (ii) Permitted Investments allowed pursuant to clause (f) of the definition of Permitted
Investments; and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in clause (c)
of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost
or fair market value of the equipment and software financed with such Indebtedness; provided further, that the
aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $5,000,000 at any time outstanding
and further provided that, if requested by the Required Lenders, the Loan Parties shall use commercially reasonable efforts
to cause the holders of such Indebtedness to enter into a Collateral Access Agreement on terms reasonably satisfactory to the
Required Lenders; provided that no Loan Party shall be deemed in breach of this provision if the applicable holder of such
Indebtedness does not deliver such Collateral Access Agreement;


 






    29 


     


    

 


(d)           Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business,
provided that such Indebtedness is promptly extinguished;


 


(e)           Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;


 


(f)           to the extent constituting Indebtedness, obligations arising from Permitted Renewables Transactions;


 


(g)           to the extent constituting Indebtedness, the obligations under the
Acquisition Side Letter and any Indebtedness necessary to fund the Loan Parties obligations under subclause (a) of Section 1A thereof
(such Indebtedness, the “Heartland Indebtedness”), provided that (x) (i) the applicable Loan Party shall provide
written notice (the “Heartland ROFR Notice”) to the Lenders offering the Lenders a right of first refusal (the
“Heartland ROFR”) to provide the Heartland Indebtedness (which, for the avoidance of doubt, shall not impose
any requirement on any such Lender to provide (or commit to provide) the Heartland Indebtedness) through the establishment of one
or more term loan commitments under this Agreement on terms substantially similar to the Term Loans or as otherwise mutually agreed,
(ii) the Lenders shall have 15 days following receipt of such notice to accept or decline the Heartland ROFR by notice to the applicable
Loan Party (the “Heartland Election Notice”); provided, however, if the Lenders
do not respond in such 15 day period following the Heartland ROFR Notice, it shall be deemed that the Lenders have declined such
Heartland ROFR, (iii) (x) if the Lenders accept the Heartland ROFR, the Lenders and Loan Parties shall use commercially reasonable
efforts to close and fund the Heartland Indebtedness within 20 days of the Heartland Election Notice or (y) if the Lenders decline
or are deemed to have declined the Heartland ROFR, then such Loan Party shall be permitted to engage alternate financing sources
in connection with the Heartland Indebtedness; provided that any such Indebtedness be on terms reasonably satisfactory to the Required
Lenders and, if intended to be secured by Collateral, be subject to a Market Intercreditor Agreement;.


 


For the avoidance of doubt, as of the Amendment Effective
Date, any and all obligations of the Loan Parties under this clause (g) shall be deemed to have been satisfied in all respects,
in accordance with the terms hereof and no further Indebtedness shall be permitted to
be incurred under this clause (g).


 




    30 


     


    

 


(h)           Indebtedness of any Loan Party arising from Bank Products provided by Bank Product Providers; provided that in the case
of Hedge Obligations (i) such obligations are (or were) entered into by such Person in the ordinary course of business and not
for purposes of speculation and (ii) such Hedging Agreement does not contain any provision exonerating the non-defaulting party
from its obligation to make payments on outstanding transactions to the defaulting party;


 


(i)           Indebtedness consisting of the financing of insurance premiums contemplated by clause (h) of the definition of “Permitted
Liens”;


 


(j)           unsecured Indebtedness to trade creditors in the ordinary course of business which is more than 90 days past due (unless
such Indebtedness is being contested in good faith by appropriate proceedings and for which the Loan Parties have set aside on
their Books adequate reserves in accordance with GAAP) not to exceed at any time outstanding more than $1,500,000 (for clarity
all unsecured Indebtedness to trade creditors in the ordinary course of business which is less than sixty (60) days past due is
permitted);


 


(k)           other obligations of any kind not to exceed at any time outstanding more than $1,000,000;


 


(l)           Indebtedness of the Loan Parties with respect to performance bonds, surety bonds, appeal bonds or customs bonds required
in the ordinary course of business not to exceed in the aggregate more than $3,000,000 at any time outstanding;


 


(m)           intercompany Indebtedness by and among Parent and its Subsidiaries (subject to clauses (d) and (j) of the definition of
“Permitted Investments”);


 


(n)           Indebtedness
assumed or acquired in connection with Approved Acquisitions (but not in contemplation thereof), not to exceed $10,000,000
in aggregate outstanding at any time; provided, that (x) the material terms of such Indebtedness shall be satisfactory
to the Required Lenders, (y) such Indebtedness shall not mature until at least ninety (90) days after the Maturity Date, and
(z) to the extent secured, the Liens securing such Indebtedness shall not extend to any assets other than those of the Person
that is subject to such Approved Acquisition;


 


(o)           purchase price adjustments, indemnity payments and earn-out obligations in connection with any Approved Acquisition (to
the extent not in excess of the consideration limitations set forth in the definition thereof);


 


(p)           Subordinated Debt, so long as such Subordinated Debt is on then current market terms (as reasonably determined by the Borrower
in consultation with the Required Lenders);


 


(q)           advances or deposits received in the ordinary course of business from customers or vendors;


 






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(r)           Indebtedness
under an asset-based financing or working capital facility in an aggregate principal amount not to exceed $25,000,000 at any
time outstanding and any refinancings, refundings, renewals or extensions thereof; provided that (A) the amount of such
Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor
with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension
and (B) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and
related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending
Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable
in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the
Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; provided, further,
that (i) all documentation therefor shall be in form and substance reasonably acceptable to the Required Lenders and (ii) the
parties shall have entered into, and such Indebtedness shall be subject to a Market Intercreditor Agreement;


 


(s)           Solely
to the extent constituting Indebtedness, obligations, including deferred payment obligations, of and incurred by the Borrower in
favor of Intermediation Facility Agent under Intermediation Facility entered into on the date
hereofClosing Date, subject to the terms
of the Intercreditor Agreement and, notwithstanding Section 7.16(b), any refinancings, refundings, renewals or extensions
thereof; provided that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill
and related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending
Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in
any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness
being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or
extending Indebtedness does not exceed the then applicable market interest rate; provided, further, that (i) all documentation
therefor shall be in form and substance reasonably acceptable to the Required Lenders and (ii) the parties shall have entered into,
and such Indebtedness shall be subject to a Market Intercreditor Agreement; and


 


 (t)            guarantees in respect of any Permitted Indebtedness;




 


(u)           Solely
to the extent permitted under Section 7.16(b), extensions, refinancings, modifications, amendments and restatements
of Indebtedness incurred pursuant to clauses (b) and (c) above (other than the Existing Convertible Notes),
provided that (i) the principal amount thereof is not increased or the terms thereof are not modified to impose more
burdensome terms upon any Loan Party or other applicable Loan Party, as the case may be, (ii) the maturity and weighted
average life to maturity with respect to any Indebtedness incurred pursuant to clauses (b) and (c) above in
this definition is not shortened in connection with any such extensions, refinancings, modifications, amendments and
restatements, (iii) such Indebtedness shall have the same obligors as the Indebtedness so extended, refinanced, modified,
amended or restated, (iv) to the extent unsecured, any such extended, refinanced, modified, amended or restated Indebtedness
shall remain unsecured, and (v) with respect to any such extensions, refinancings, modifications, amendments and restatements
of the Existing Convertible Notes, such Indebtedness shall be on then current market terms (as reasonably determined by the
Borrower in consultation with the Agent and the Required Lenders).


 






    32 


     


    

 


“Permitted Investment” means:


 


(a)           Investments
existing on the Closing Date disclosed in Section 1 of the Disclosure Letter;


 


(b)           Investments constituting cash and Cash Equivalents,
provided such cash and Cash Equivalents are in accounts which are subject to a Control Agreement in favor of Agent to the
extent required under Section 7.11 of this Agreement;


 


 (c)           Investments accepted in connection with Permitted Transfers;




 


 (d)           Investments among Loan Parties;




 


(e)           Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers
and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course
of the Loan Parties’ business;


 


(f)           Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests of Parent or
the proceeds from the issuance thereof; provided that Investments in Subsidiaries that have not signed a Borrower Joinder Agreement
or Guarantor Agreement shall not exceed $200,000 in the aggregate during the term of this Agreement;


 


(g)           Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the
ordinary course of business in an aggregate amount not to exceed $100,000 per fiscal year, and (ii) loans to employees, officers
or directors relating to the purchase of equity securities of any Loan Party pursuant to employee stock purchase plans or agreements
approved by Parent’s Board of Directors in an aggregate amount not to exceed $250,000 per fiscal year;


 


(h)           Approved Acquisitions; provided that if any Person is acquired or becomes a Subsidiary pursuant to such transactions, such
Person shall comply with Sections 6.11 and 6.12 of this Agreement;


 


(i)           Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in
the ordinary course of business;


 


(j)           so long as no Default or Event of Default has occurred and is continuing or would result from such Investment, Investments
in Subsidiaries that have not signed a Borrower Joinder Agreement or Guarantor Agreement not to exceed $200,000 in the aggregate
during the term of this Agreement;


 




    33 


     


    

(k)           Investments in accounts at financial institutions; provided, that such accounts are permitted pursuant to Section 7.11
and Agent has a perfected security interest in the amounts held in such deposit accounts as required pursuant to Section
7.11;


 


(l)           Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers
who are not Affiliates, in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof
from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; provided that this
clause shall not apply to Investments of Parent in any Subsidiary;


 


(m)           Investments held by any Person as of the date such Person is acquired in connection with an Approved Acquisition; provided
that such Investments were not made, in any case, by such Person in connection with, or in contemplation of, such Approved Acquisition;


 


(n)           deposits made to secure the performance of leases, licenses or contracts in the ordinary course of business, and other deposits
made in connection with the incurrence of Permitted Liens;


 


(o)           Investments by any Loan Party to the extent constituting Permitted Indebtedness hereunder (for the avoidance of doubt, other
than clause (m) thereof); and


 


(p)           Investments not otherwise expressly permitted hereunder in an amount not to exceed $250,000 per fiscal year.


 


“Permitted Liens” means the following:


 


(a)           Liens
existing on the Closing Date and disclosed in Section 8 of the Disclosure Letter;


 


(b)           Liens
for taxes, fees, assessments or other governmental charges or levies that are delinquent and for which the applicable Loan
Party maintains adequate reserves;


 


(c)           Liens on fixed or capital assets or on Real Property of any Loan Party which secure Indebtedness permitted under clause
(c) of the definition of Permitted Indebtedness so long as (i) such Liens and the Indebtedness secured thereby are incurred prior
to or within ninety (90) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition
of the applicable assets, and (iii) such Liens shall attach only to the assets or Real Property acquired, improved or refinanced
with such Indebtedness and shall not extend to any other property or assets of the Loan Parties;


 


(d)           Liens
incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in
clauses (a) through (c) above, provided that any extension, renewal or replacement Lien (i) shall be limited to the property encumbered
by the existing Lien, (ii) shall not exceed the principal amount and interest rate of the indebtedness being extended, renewed
or refinanced and (iii) the term for payment, the maturity and weighted average life to maturity with respect to items listed
in clause (a) above in this definition shall not decrease in connection with any such extension, renewal or refinancing;


 






    34 


     


    

 


(e)           Non-exclusive licenses of Intellectual Property granted to third parties in the ordinary course of business and not materially
interfering with the business of the Parent or any of its Subsidiaries;


 


(f)           Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section
8.4 or Section 8.6;


 


(g)           Liens in favor of other financial institutions arising in connection with Loan Parties’ deposit accounts or securities
accounts held at such institutions to secure standard fees for services charged by, but not financing made available by such institutions;
provided that Agent, for itself and the benefit of Lenders has a perfected security interest in the amounts held in such
accounts to the extent required under Section 7.11 of this Agreement;


 


(h)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection
with the importation of goods;


 


(i)           Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums;


 


(j)           Liens on deposits securing obligations with suppliers entered into in the ordinary course of business and deposits to secure
the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(k)           statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and suppliers and other Liens imposed by law
or pursuant to customary reservations or retentions of title arising in the ordinary course of business; provided that such
Liens attach only to Inventory and secure only amounts not yet due and payable or, if due and payable, are unfiled and no other
action has been taken to enforce the same;


 


(l)           (i) Liens in favor of any Intermediation Facility Agent arising under Intermediation Facility Documents to secure Permitted
Indebtedness under clause (s) of the definition thereof subject to the terms of the Intercreditor Agreement, (ii) Liens to secure
Permitted Indebtedness under clause (r) of the definition thereof to be secured only by collateral typical of asset-based or working
capital facilities with respect to the businesses other than the Mobile Refinery subject to a Market Intercreditor Agreement, and
(iii) Liens to secure Permitted Indebtedness under clause (f) of the definition thereof subject to a Market Intercreditor Agreement;


 


(m)           Liens
in favor of a Bank Product Provider securing Bank Product Obligations constituting Permitted Indebtedness under clause (h)
of the definition thereof but not constituting Secured Obligations hereunder (any such obligations, “Non-LSA
Hedges”); provided that the value of collateral securing such Bank Product Obligations shall not exceed $25,000,000
at any time outstanding less any cash collateral held in Excluded Accounts under clause (c) of the definition thereof;
provided further that any such Liens are subject to a Market Intercreditor Agreement;


 






    35 


     


    

 


(n)           Liens arising from the filing of any financing statement on operating leases, to the extent such operating leases are permitted
under this Agreement;


 


(o)           Liens to secure workers’ compensation, employment insurance, old-age pensions, social security and other like obligations
incurred in the ordinary course of business;


 


(p)           Liens on property of a Person existing at the time such Person is acquired in connection with an Approved Acquisition; provided
that (i) such Liens were not created in contemplation of such Approved Acquisition, (ii) such Liens do not extend to any assets
other than those of such Person, and (iii) the applicable Indebtedness or obligation secured by such Lien is not prohibited under
this Agreement;


 


(q)           Liens on any earnest money deposits required in connection with an Approved Acquisition;


 


(r)           the replacement, extension or renewal of any Lien permitted by clauses (a) through (q) above (but without duplication thereof)
upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount
or change in any direct or contingent obligor) of the Indebtedness secured thereby under clause (u) of Permitted Indebtedness;


 


(s)           Liens
granted in favor of the Agent to secure the Secured Obligations; and


 


(t)           other
Liens (not otherwise enumerated in this defined term) securing Indebtedness not exceeding $1,000,000 in the aggregate
outstanding at any time.


 


“Permitted
Renewables Transaction” means an inventory monetization, intermediation agreement, supply and offtake agreement or other
similar agreement with respect to any Renewable Feedstocks and Renewables Products, entered into by any Loan Party and a third
party with respect to which each of the following is true:


 


(a)           immediately prior to and after giving effect to such transaction, no Event of Default has occurred and is continuing; and


 


(b)           as of any date, such agreement may not have an aggregate sale and repurchase price or maximum principal amount (as applicable)
in an amount greater than the value of the Renewable Products (inclusive of the value of any hedge transaction entered into to
hedge price risk with respect to such Renewable Products under such agreement) at any time for longer than three (3) Business Days.


 






    36 


     


    

 


“Permitted Tax Distributions” means:


 


(a)           for any taxable period in which Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar
income tax group of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”),
distributions by a Loan Party to such direct or indirect parent of such Loan Party (in each case, taking into account indirect
ownership through partnerships) to pay federal, foreign, state and local income Taxes of such Tax Group that are attributable to
the taxable income of Parent and/or its Subsidiaries; provided that, for each taxable period, the amount of such payments made
in respect of such taxable period in the aggregate shall not exceed the amount that Parent and the Subsidiaries would have been
required to pay as a stand-alone Tax Group, reduced by any portion of such income Taxes directly paid by Parent or any of its Subsidiaries;
or


 


(b)           with
respect to any taxable year (or portion thereof) with respect to which Parent is a partnership or disregarded entity for
U.S. federal, state and/or local income tax purposes, distributions to Parent’s direct owner(s) in an aggregate amount
equal to the product of (i) the net taxable income of Parent and its Subsidiaries for such taxable year (or portion thereof),
reduced by any cumulative net taxable loss with respect to all prior taxable years (or portions thereof) beginning after the date
hereofClosing Date (determined as if
all such periods were one period) to the extent such cumulative net taxable loss is of a timing perspective (based on
applicable carryforward rules) and character (ordinary or capital) that would permit such loss to be deducted against the
income of the taxable year in question (or portion thereof) and (ii) the highest combined marginal federal and applicable
state and/or local income tax rate (taking into account, to the extent applicable, the deductibility of state and local
income taxes for U.S. federal income tax purposes, the deduction for qualified business income under Section 199A of the
Internal Revenue Code, and the character of the taxable income in question (i.e., long term capital gain, qualified dividend
income, etc.)) applicable to any direct owner (or, if a direct owner is a pass-through entity, indirect owner) of Parent and
its Subsidiaries for the taxable year in question (or portion thereof).


 


“Permitted
Transfer” has the meaning given to such term in Section 7.2. “Person” means and includes
any individual, any partnership, any corporation, any business trust, any joint stock company, any limited liability company,
any unincorporated association or any other entity and any Governmental Authority.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established, maintained or required
to be contributed to by a Loan Party or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code
or Title IV of ERISA, by any ERISA Affiliate.


 


“Platform”
has the meaning given to such term in Section 6.3(c).


 


“Prepayment Premium” has the meaning specified
therefor in Section 2.5(b).


 


“Pro Rata
Percentage” means, with respect to any Lender (a) a percentage equal to a fraction (i) the numerator of which is
such Lender’s applicable undisbursed Term Loan Commitment (as the case may be), then in effect plus the aggregate
unpaid principal balance of the applicable Term Loans (as the case may be) of such Lender and (ii) the denominator of which
is the aggregate of the applicable undisbursed Term Loan Commitments (as the case may be) of all Lenders then in effect plus
the aggregate unpaid principal balance of all outstanding applicable Term Loans (as the case may be) or (b) if all of the
applicable Term Loan Commitments (as the case may be) have terminated, a percentage equal to a fraction (i) the numerator of
which is the aggregate unpaid principal balance of the applicable Term Loans (as the case may be) of such Lender and (ii) the
denominator of which is the aggregate unpaid principal balance of all outstanding applicable Term Loans (as the case may
be).


 






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“Project Milestones”
means each of the milestones set forth on Schedule 6.18 hereto.


 


“Property”
means any interest in any kind of property or asset, whether real, personal or mixed, whether tangible or intangible.


 


“Public Lender”
has the meaning given to such term in Section 6.3(c).


 


“Purchasing Initial Lender” has the meaning assigned
to it in Section 14.1(f).


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance
with, 12 U.S.C. 5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning given to such term in Section 14.10(b).


 


“Qualified
ECP Guarantor” means, in respect of any Hedge Obligations under a Secured Hedge Agreement, each Loan Party that has
total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes
effective with respect to such Hedge Obligation under a Secured Hedge Agreement or such other person as constitutes an
“eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an
“eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


“Qualified
Equity Interests” means any Equity Interests that do not constitute Disqualified Equity Interests.


 


“Qualifying
Renewable Fuel” is defined as fuel eligible to generate RINs under the RFS Program.


 


“Real
Property” means any estates or interests in real property now owned or hereafter acquired by any Loan Party or one of
its Subsidiaries and the improvements thereto.


 


“Real
Property Deliverables” means each of the following agreements, instruments and other documents in respect of each New
Facility, each in form and substance reasonably satisfactory to the Required Lenders:


 




    38 


     


    

 




(a)           a
Mortgage duly executed by the applicable Loan Party, together
with evidence of the recording of such Mortgage in such office or offices as may be necessary to create a valid and perfected
Lien on such New Facility in favor of the Agent for the benefit of the Required Lenders (or evidence that such Mortgage
has been deposited with such recording office or offices for recording) and that all filing and recording taxes and fees have
been paid or otherwise provided for in a manner reasonably satisfactory to the Required Lenders;


 


(b)          
a paid Title Insurance Policy with respect to each Mortgage, dated as of the date such Title Insurance Policy is required
to be delivered to the Agent;


 


(c)          
a current ALTA survey and a surveyor’s certificate, certified to Agent and to the issuer of the Title Insurance Policy
with respect thereto by a professional surveyor licensed in the state in which such New Facility is located;


 


(d)          
customary opinions of counsel (x) from counsel in the state where such New Facility is located with respect to the enforceability
of the Mortgage to be recorded and (y) from counsel of the jurisdiction of organization of the Loan Party entering into the Mortgage
as to matters relating to due authorization and execution of the Mortgage by such Loan Party;


 


(e)           
to the extent reasonably requested by the Agent, an ASTM 1527-21 Phase I Environmental Site Assessment (“Phase
I ESA”) by an independent firm reasonably satisfactory to the Required Lenders with respect to such New Facility;


 


(f)           
such documentation and information reasonably requested by any Lender (through the Agent) to ensure that such Lender is
in compliance with the Flood Laws applicable to New Facility that is subject to a Mortgage, including, but not limited to, if required
by Flood Laws obtaining flood insurance for such property, structures and contents prior to or upon such property, structures and
contents becoming Collateral, and thereafter maintaining such flood insurance in full force and effect for so long as required
by the Flood Laws; and


 


(g)          
such other agreements, instruments and other documents (including “bad boy” guarantees and opinions of counsel)
as Agent may reasonably require and to the extent customarily required by lenders in comparable loan transactions.


 


“Recipient”
means (a) the Agent or (b) any Lender, as applicable.


 


“Recovery Event
Proceeds” means any insurance proceeds from any Casualty Event or any condemnation proceeds (or similar recoveries)
received by any Parent or any Subsidiary, in each case, net of (a) any reasonable and documented collection expenses and other
direct costs incurred in connection therewith (including, without limitation, legal and accounting fees, if applicable), (b) taxes
paid or reasonably estimated by the Borrower to be payable by the applicable Loan Party as a result thereof (after taking into
account any available tax credit or deduction), and (c) any amount required to be applied to the repayment of any Indebtedness
secured by a Lien on the asset subject to the Casualty Event or condemnation (excluding any repayment hereunder).


 




    39


     


    

 


“Register” has the meaning given
to such term in Section 14.1.


 


“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as
of the date hereofClosing
Date, by and among Parent and the other Persons party thereto as “Holders” thereunder, as the same may be
amended, restated, amended and restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.


 


“Related
Agreements” means, collectively, the Mobile Refinery Acquisition Agreement, Construction Agreement, Myrtle Grove Purchase
Agreement, the Heartland Purchase Agreement, Acquisition Side Letter, any Intermediation Facility Documents, any agreements governing
Indebtedness over the Threshold Amount, any Organization Documents and any Material Contracts.


 


“Related
Parties” means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, controlling
persons, members, directors, officers, employees, agents, trustees, administrators, financing sources, managers, advisors, attorneys-in-fact,
managed funds and accounts and representatives of such Person and of such Person’s Affiliates and each of the successors
and assigns of each of the foregoing.


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, containers
or other closed receptacles containing any Hazardous Material), including from any building, structure, facility or fixture and
any movement of any Hazardous Material through the air, soil, surface water or groundwater.


 


“Renewable Biomass”
has the meaning set forth in 42 U.S.C. § 7545(o)(I).


 


“Renewable Diesel
Project” means the conversion of the Mobile Refinery to a facility capable of producing Qualifying Renewable Fuel under
the RFS Program.


 


“Renewable Feedstock”
means all renewable feedstocks, including Renewable Biomass.


 


“Renewable Product” means Conforming Renewable Product or
Non-Conforming Renewable Product.


 


“Renewable
Product Specifications” means (i) the requirements and specifications for fuels and fuel additives established by the
U.S. Environmental Protection Agency in Part 79 of Title 40 of the Code of Federal Regulations; (ii) the requirements and specifications
established by the California Air Resources Board in Sections 2281, 2282, and 2284 of Title 13 of the California Code of Regulations;
(iii) the requirements and specifications of American Society of Testing and Materials specification D 975; and (vi) all requirements
under Applicable Law governing the production and composition of renewable diesel sold and used as vehicle fuel, including those
imposed by any Governmental Authority and under any CFP.


 




    40


     


    

 


“Replacement Lender”
has the meaning specified therefor in Section 14.15.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has
been waived.


 


“Required
Lenders” means Lenders holding more than 66 2/3% of the sum of (a) the undisbursed Term Loan Commitments then in effect
plus (b) the aggregate unpaid principal balance of the Term Loans then outstanding. Such portion of the aggregate undisbursed Term
Loan Commitments and the sum of the aggregate unpaid principal amount of the Term Loans then outstanding, as applicable, held by
a Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders at any time.


 


“Resolution
Authority” means EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” means the President, Chief Executive Officer, Chief Financial Officer, Head of Finance, or Controller of any
Loan Party.


 


“Restricted Payment” means (a) any dividend or other distribution (including
without limitation Permitted Tax Distributions), direct or indirect, on account of any shares (or equivalent) of any class of Equity
Interests of Parent or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests
of Parent or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any
of its Subsidiaries, now or hereafter outstanding, including with respect
to the Existing Convertible Notes, (d) any payment with respect to any earnouts, hold back amounts, deferred purchase
price, contingent obligations or similar obligation and (e) any payment or prepayment of principal of, premium, if any, or interest
on, or redemption, purchase, conversion, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment with respect to, the
Existing Convertible Notes or any Indebtedness subordinated to the Term Loan.


 


“Revenue”
means, for any Person, revenue received by such Person as determined in accordance with GAAP (consistently applied) from the sale
of finished Goods, Inventory or services, in all cases in the ordinary course of such entity’s business, less returns, credits
and sales taxes, computed using the same methodology employed in Current Financial Statements to report such matter.


 


“RFS” means the renewable fuel program and policies
established section 211(o) of the Clean Air Act (42 U.S.C. § 7545(o)) as implemented by the U.S. Environmental Protection
Agency under Subpart M of Part 80 of Title 40 of the Code of Federal Regulations.


 


“RFS
Program” means the renewable fuel program and policies established section 211(o) of the Clean Air Act (42 U.S.C. §
7545(o)) as implemented by the U.S. Environmental Protection Agency under Subpart
M of Part 80 of Title 40 of the Code of Federal Regulations.


 




    41


     


    

 


“Right of First Offer” has the
meaning assigned to it in Section 14.1(f).


 


“RIN”
means the renewable identification number, which is the serial
number assigned to a batch of biofuel for the purpose of tracking biofuel production, use and trading as required by the RFS Program.


 


“RIN
Generation Protocol” is defined as the document (x) setting forth the Borrower’s process for RIN generation, transfer
and separation and (y) establishing and describing the temperature-correcting methodology for Qualifying Renewable Fuel for inclusion
in Engineering Review. For renewable diesel produced via co-processing renewable and petroleum feedstocks, the document must incorporate
the U.S. Environmental Protection Agency’s required C14 testing protocol.


 


“Rolling
Stock” means all Equipment (as defined in the UCC) covered by a certificate of title under applicable state law, including,
without limitation, trucks, trailers, tractors, and other registered mobile equipment.


 


“Sanctions”
means economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by
Governmental Authorities in the United States (including, but not limited to, OFAC, the U.S. Department of State and the U.S.
Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant
Governmental Authority.


 


“Sanctions
Target” means any Person: (a) that is the subject or target of any Sanctions; (b) named in any Sanctions-related list
maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including
the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by the United
Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant Governmental Authority (c) located,
organized or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions (including,
without limitation, Cuba, Iran, North Korea, Syria, Crimea and so-called Donetsk People's Republic and Luhansk People's Republic
regions of Ukraine, and, prior to January 1, 2017, Sudan) or (d) owned or controlled (as such terms are defined by the applicable
Sanctions) by any such Person or Persons described in the foregoing clauses (a)-(c).


 


“SEC”
means the Securities and Exchange Commission, or any governmental or regulatory authority succeeding to any of its principal functions.


 


“Secured
Bank Product Agreement” means any Bank Product permitted to be incurred under Section 7.5 and permitted to
be secured under Section 7.4 that is entered into by and between any Loan Party (and to the extent such Loan Party is
not the Borrower, the Borrower as joint and several primary obligor thereunder) and any Bank Product Provider and designated
by the Borrower and the Bank Product Provider in writing to the Agent as a “Secured Bank Product Agreement”; provided that
no such agreement (shall constitute a Secured Bank Product Agreement unless and until Agent receives an agreement (in form
and substance reasonably satisfactory to
the Required Lenders) from such Person on or prior to the date that is ten (10) days after the provision of such Bank Product to
a Loan Party (or such later date as Agent (at the direction of the Required Lenders) shall agree to in writing in its sole discretion)
with respect to Bank Product Agreements entered into after the Closing Date. The designation of any Bank Products as a “Secured
Bank Product Agreement” shall not create in favor of such Bank Product Provider any rights in connection with the management
or release of Collateral or the obligations of any Loan Party under the Loan Documents.


 




    42


     


    

 


“Secured
Hedge Agreement” means any Hedging Agreement permitted to be incurred under Section 7.5 and permitted to be secured
under Section 7.4 that is entered into by and between any Loan Party (and to the extent such Loan Party is not the Borrower,
the Borrower as joint and several primary obligor thereunder) and any Hedge Provider and designated by the Borrower and the Hedge
Provider in writing to the Agent as a “Secured Hedge Agreement”; provided that no such agreement (shall constitute
a Secured Hedge Agreement unless and until Agent receives an agreement (in form and substance reasonably satisfactory to the Required
Lenders) from such Person on or prior to the date that is ten (10) days after the effectiveness of such Hedging Agreement (or such
later date as Agent (at the direction of the Required Lenders) shall agree to in writing in its sole discretion) with respect to
Hedging Agreements entered into after the Closing Date. The designation of any Hedging Agreement as a “Secured Hedge Agreement”
as provided above shall not create in favor of such Hedge Provider any rights in connection with the management or release of Collateral
or the obligations of any Loan Party under the Loan Documents.


 


“Secured
Obligations” means all Obligations, all Bank Product Obligations arising under Secured Bank Product Agreements and Secured
Hedge Agreements, any Erroneous Payment Subrogation Rights and all Additional Secured Obligations.


 


“Secured
Parties” means, collectively, the Agent, the Lenders, the Bank Product Providers party to Secured Bank Product Agreements,
the Indemnified Persons and each co-agent or sub-agent appointed by the Agent from time to time pursuant to Section 12.1;
provided that no such Bank Product Provider (including any Hedge Provider), in its capacity as such, shall have any rights under
any Loan Document in connection with the management or release of any Collateral or the obligations of any Loan Party under the
Loan Documents.


 


“Securities Account”
means any “securities account” as defined in the Code.


 


“Selling Initial
Lender” has the meaning assigned to it in Section 14.1(f).


 


“Similar Business” any of the following,
whether domestic or foreign: refining used motor oil (as described in the definition of Used Motor Oil Asset Divestiture), processing
various grades of sweet crude oil and renewable biomass into gasoline, diesel, renewable diesel, vacuum gas oil, jet, renewable
jet, benzene concentrate, LPG and other miscellaneous related products or byproducts, for sale to customers via pipeline, marine
transportation and truck, any acquired business activity so long as a material portion of such acquired business was otherwise a Similar Business,
and any business that is ancillary or complementary to the foregoing.


 




    43


     


    

 


“Solvency Certificate”
means a solvency certificate in substantially the form of Exhibit H.


 


“Subject Indebtedness” has the
meaning given to such term in Section 6.20.


 


“Subordinated Debt”
means any Indebtedness incurred by any Loan Party that is subordinated to the Secured Obligations pursuant to a Subordination
Agreement on terms acceptable to Required Lenders.


 


“Subordination
Agreement” means any subordination, intercreditor, or other similar agreement in form and substance satisfactory to the
Required Lenders entered into between Agent and the other creditor, on terms acceptable to the Required Lenders whereby a Person
subordinates the Indebtedness of a Loan Party owing to such Person to the Indebtedness of a Loan Party owing to Agent and/or Lenders.


 


“Subordination Provisions”
has the meaning assigned to it in Section 8.16.


 


“Subsidiary”
means any Person that is an entity of which a majority of the outstanding capital stock, membership interests or other equity
interests entitled to vote for the election of directors, managers or the equivalent is owned, controlled or held by Parent directly
or indirectly through Subsidiaries including any Subsidiary formed after the date hereofClosing
Date, in each case, other than Excluded Subsidiaries as of such date.


 


“Subsidiary Guarantor”
has the meaning given to such term in preamble to this Agreement.


 


“Supermajority Lenders”
means Lenders holding more than 80% of the sum of (a) the undisbursed Term Loan Commitments then in effect plus (b) the aggregate
unpaid principal balance of the Term Loans then outstanding. Such portion of the aggregate undisbursed Term Loan Commitments and
the sum of the aggregate unpaid principal amount of the Term Loans then outstanding, as applicable, held by a Defaulting Lender
shall be excluded for purposes of making a determination of Supermajority Lenders at any time.


 


“Supported QFC”
has the meaning given to such term in Section 14.10(b).


 


“Synthetic Lease
Obligations” means, as to any Person, an amount equal to the capitalized amount of the remaining lease payments under
any synthetic lease that would appear on a balance sheet of such Person in accordance with GAAP (consistently applied) if such
obligations were accounted for as Capital Lease Obligations.


 




    44


     


    

 


“Tax Group” has the meaning set
forth in the definition of “Permitted Tax Distributions”.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


“Term Loan”
means (a) the term loan funded from the Escrow Account
to the Borrower on the Closing Date pursuant to Section 2.1 in the aggregate principal amount of
$125,000,000 (the “Initial Term Loan”) and (b) the additional term loan funded by
the Lenders to the
Borrower on the Amendment
Effective Date pursuant to Amendment Number One in the aggregate
principal amount of $40,000,000 (the “Additional Term Loan”), together which are equal to the Term Loan Commitment.


 


“Term Loan Commitment” means (i)
on the Closing Date, (a) with respect to all Lenders, $125,000,000 and (b) with respect to each Lender, the amount set
forth opposite such Lender’s name on Schedule 2.1(a) attached hereto under the column entitled “Term Loan Commitment”.Commitments
as of the Closing Date”, which for the avoidance of doubt were funded in full on
the Closing Date and (ii) on the Amendment Effective Date, (a) with respect to all Lenders, $40,000,000 and (b) with respect to
each Lender, the amount set forth opposite such Lender’s name on Schedule 2.1(a) attached hereto under the column entitled
“Additional Term Loan Commitments as of the Amendment Effective Date”.


 


“Term
Loan Priority Collateral” has the meaning specified therefor in the Intercreditor Agreement.


 


“Threshold Amount” means $2,000,000.


 


“Title
Insurance Policy” means a mortgagee’s loan policy, in form and substance reasonably satisfactory to the Required
Lenders, together with all customary endorsements made from time to time thereto and available in the state in which the New Facility
is located, issued by or on behalf of a title insurance company reasonably satisfactory to the Required Lenders, insuring the Lien
created by a Mortgage in an amount equal to the loan amount allocated to such real property secured by the Mortgage and on terms
otherwise reasonably satisfactory to the Required Lenders and delivered thereto.


 


“Trademarks”
means any and all trademark and service mark rights, whether registered or not, applications to register and registrations of
the same and like protections (whether filed with the USPTO or any similar offices in any State of the United States), and the
entire goodwill of the business of Loan Party connected with and symbolized by such trademarks, together with any and all (i)
rights and privileges arising under Applicable Law, (ii) extensions and renewals thereof and (iii) rights corresponding thereto
throughout the world.


 


“Transfer”
has the meaning given to such term in Section 7.2. “Transferred” has a correlative meaning.


 




    45


     


    

 


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time
to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling with IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


 


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution.


 


“Unrestricted Cash”
of any Person, means cash or Cash Equivalents of such Person, (a) that are not, and are not required to be, designated as “restricted”
on the financial statements of such Person, (b) that are not contractually required, and have not been contractually committed
by such Person, to be used for a specific purpose, (c) that are not subject to (i) any provision of law, statute, rule or regulation,
(ii) any provision of the organizational documents of such Person, (iii) any order of any Governmental Authority or (iv) any contractual
restriction (including the terms of any Equity Interests), in each case of (i) through (iv), preventing such cash or Cash Equivalents
from being applied to the payment of the Obligations, (d)    
in which no Person other than Agent has a Lien other than Permitted Liens as set forth in clause (f) of the definition
of Permitted Liens, and (e) that are held in a Deposit Account or Securities Account, as applicable, in which Agent has a valid
and enforceable security interest, perfected by “control” (within the meaning of the applicable Code or for any Deposit
Account or Securities Account located outside the United States, other controlling legal authority), but in all cases shall exclude
the amount of such Person’s Indebtedness which is more than 10 Business Days overdue (or in the case of Indebtedness of
the type described in clause (e) of the definition of Indebtedness, remains outstanding more than 10 Business Days from the date
constituting Indebtedness).


 


“U.S. Borrower” means any Borrower
that is a U.S. Person.


 


“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Special Resolution
Regimes” has the meaning given to such term in Section 14.10(b).


 


“U.S. Tax Compliance
Certificate” has the meaning given to such term in Section 2.9(g).


 


“USA FREEDOM
Act” means The Uniting and Strengthening America by Fulfilling Rights and Ending Eavesdropping, Dragnet-collection
and Online Monitoring (USA FREEDOM ACT) Act of 2015, Public Law 114-23 (June 2, 2015), as may be amended.


 


“USA
PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as may be amended.


 




    46


     


    

 


“Used
Motor Oil Asset Divestiture” means the sale, transfer or other disposition of any substantial portion of the businesses
and related assets owned or controlled by Borrower and/or its Affiliates consisting primarily of (1) operating two used oil refineries
and a barge terminal and, in connection therewith, acquiring used lubricating oils from commercial and retail establishments and
re-refining such oils into processed oils and other products for the distribution, supply and sale to end-customers, (2) collecting
and processing used motor oil, oil filters, and related automotive waste streams and (3) the provision of related products and
support services.


 


“Vehicles”
means (i) all cars, Rolling Stock, construction and earth moving equipment and other vehicles covered by a certificate of title
or similar evidence of title, law of any state, (ii) motor vehicles, trailers, and road vehicles in each case as defined in any
applicable UCC and any other term now or hereafter used to describe or define any of the foregoing in any applicable UCC, and (iii)
in any event, shall include, without limitation, the vehicles listed on Schedules 3(A)(4) or 3(A)(5) of the Disclosure Letter.


 


“Warrant Agreement” means that certain Warrant Agreement, dated as of the date
hereofClosing Date, by and between Parent
and Continental Stock Transfer & Trust Company, as “Warrant Agent” thereunder, as the same may be amended, restated,
amended and restated, modified or otherwise supplemented from time to time in accordance with the terms thereof.


 


“Warrants” means
(i) the warrants to purchase shares of common stock of Parent
issued by Parent to the Initial Lenders (or at the Initial Lender’s option, an Affiliate or Approved Fund of such Initial
Lender) on the date hereofClosing
Date pursuant to Section 2.122.11,
which warrants are governed by and subject to the terms of the Warrant Agreement. (the
“Initial Warrants”) and (ii) the warrants to purchase shares of common stock of Parent issued by Parent to the
Initial Lenders (or at the Initial Lender’s option, an Affiliate or Approved Fund of such Initial Lender) on the Amendment
Effective Date pursuant to Section 2.11, which warrants are governed by and subject to the terms of the Additional Warrant
Agreement (the “Additional Warrants”).


 


“Whitebox
Lender” means each of the Lenders party hereto that are affiliated with or managed by Whitebox Advisors, LLC.


 


“Withholding Agent” means the Borrower
and the Agent.


 


“Write-Down
and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers
of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability
of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument
is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those
powers.


 




    47


     


    

 


1.2          Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability
of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests at such time.


 


1.3        
Other Interpretive Provisions. References in this Agreement to “Articles,” “Sections,” “Exhibits,”
“Schedules” and “Annexes” are to articles, sections, exhibits, schedules and annexes herein and hereto
unless otherwise indicated. References in this Agreement and each of the other Loan Documents to (a) any other document, instrument
or agreement shall include all exhibits, schedules, annexes and other attachments thereto, and (b) any law, statute or regulation
shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law,
statute or regulation, and (c) any reference herein to any Person shall be construed to include such Person’s successors
and permitted assigns. References to this Agreement or any of the other Loan Documents shall mean such document, instrument or
agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any
given time, provided that Borrower may amend the Disclosure Letter unilaterally only as expressly authorized in Section 5 herein.
The words “hereof,” “herein” and “hereunder” and words of similar import when used in this
Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Loan Document, as the case may be. The words “include”
and “including” and words or similar import when used in this Agreement or any other Loan Document shall not be construed
to be limiting or exclusive. Unless otherwise indicated in this Agreement or any other Loan Document, (d) all references to dollars,
Dollars or $ shall mean United States Dollars, and (e)    
all accounting terms used in this Agreement or any other Loan Document (e.g. revenue) shall be construed, and all accounting
and financial computations hereunder or thereunder shall be computed, in accordance with GAAP, consistently applied. Any of the
terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Any reference
herein or in any other Loan Document to the “satisfaction,” “repayment,” “paid in full” or
“payment in full” of the Secured Obligations (including the “Guaranteed Obligations” and the “Secured
Obligations” as may be defined in any Collateral Document) shall mean the repayment in Dollars in full in cash of immediately
available funds of all of the Secured Obligations other than (x) unasserted contingent indemnification obligations or (y) Bank
Product Obligations or Additional Secured Obligations relating to such Bank Product Obligations unless acceptable arrangements
have been made with the Bank Product Providers holding such Bank Product Obligations. A Default or Event of Default shall be deemed
to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which
such Default or Event of Default is waived in writing pursuant to this Credit Agreement or, in the case of a Default, is cured
within any period of cure expressly provided for in this Credit Agreement; and an Event of Default shall “continue” or be “continuing”
until such Event of Default has been waived in writing by the Required Lender.


 




    48


     


    

 


		2.	Term Loan and Terms of Payment.



 


		2.1	Term Loan.



 


(a)                 
Prior to the date hereofClosing
Date, subject to the terms and conditions of the Commitment Letter and the Escrow Agreement, each Lender shall have
funded the Initial Term Loan in an amount equal to its
Term Loan Commitment (net of certain fees and expenses payable prior to the date hereof fromClosing
Date pursuant to the Fee Letter) to the Escrow Account. Upon satisfaction of the conditions precedent specified in
Section 3.1, the Initial Lenders, shall, together with the Borrower, deliver a Joint Release Instruction (as defined in
the Escrow Agreement) to the Escrow Agent under the Escrow Agreement directing the Escrow Agent to make the full amount on deposit
in the Escrow Account available to the Borrower on the Closing Date for disbursement (net of certain fees and expenses payable
pursuant to the Commitment Letter) in accordance with the Funds Flow Memorandum, which shall constitute the making of the Initial
Term Loan to the Borrower for purposes hereof.


 


(b)                
Upon satisfaction and/or waiver of
the conditions precedent specified in Section 4 of Amendment Number One,
on the Amendment Effective Date, each Lender shall fund the Additional Term Loan in an amount equal to its Term Loan Commitment
(net of certain fees
and expenses payable prior to the Amendment
Effective Date pursuant to the Amendment Number One Fee Letter) to the
Borrower in accordance with the Funds Flow Memorandum, which shall constitute the making of the Additional Term Loan to the Borrower
for purposes hereof.


 


		2.2	Use of Proceeds; The Term Loan.



 


(a)                 
Use of Proceeds. The proceeds of the Initial
Term Loan provided on the Closing Date, shall be used solely to fund (i) the Mobile Refinery Acquisition, (ii) the renewable diesel
conversion of the Mobile Refinery, (iii) working capital and liquidity needs and (iv) certain fees and expenses associated with
the closing of the Initial Term Loan, in all cases, subject
to the terms of this Agreement. The proceeds of the Additional Term
Loan provided on the Amendment Effective Date, shall be used solely
to fund (i) all or a portion of the purchase price under the Heartland Purchase Agreement and the Acquisition Side Letter and
(ii) certain fees and expenses associated with the closing of the transactions contemplated by the Heartland Purchase Agreement
and the Acquisition Side Letter, and the Additional Term Loan, in all cases, subject
to the terms of this Agreement.


 


(b)                
The Term Loan. The Term Loan shall be repayable as set forth in Section 2.4. If prepaid or repaid, the principal
of the Term Loan may not be re-borrowed. Each Lender and Agent may, and are hereby authorized by Borrower to, endorse in Lender’s
and Agent’s books and records appropriate notations regarding such Lender’s interest in the Term Loan; provided,
however, that the failure to make, or an error in making, any such notation shall not limit or otherwise affect the Obligations.


 




    49


     


    

 


		2.3	Procedure for Making the Term Loan; Interest.



 


		(a)	Notice
                                         and Eligibility.



 


(i)           
(a) Notice and Eligibility.
The Notice of Borrowing for the Initial Term Loan must be
submitted by 3:00 p.m. New York time at least one (1) Business Day before the Closing Date. Upon receipt of a Notice of Borrowing,
Agent shall promptly notify the Lenders. The Closing Date shall be subject to the satisfaction of the conditions set forth in Section
3.1. Upon satisfaction of the conditions set forth in Section 3.1, each Initial Lender with a Term Loan Commitment applicable
to suchInitial
Term Loan agrees, severally and not jointly, to deliver the Joint Release Instruction as provided in Section 2.12. The amount
of the requested Initial Term Loan on the Closing Date shall
be $125,000,000 (net of any upfront fees and OID).


 


(ii)                
The
Notice of Borrowing for the Additional Term Loan must be submitted by
3:00 p.m. New York time at least one (1) Business Day before the Amendment Effective Date. Upon receipt of such Notice of Borrowing,
Agent shall promptly notify the Lenders. Upon satisfaction and/or waiver of the conditions set forth in Section 4 of Amendment
Number One, each Lender with a Term Loan Commitment applicable to the Additional Term Loan agrees, severally and not jointly, to
fund its Pro Rata Percentage of the Additional Term Loan to the Borrower to such account specified in the Notice of Borrowing.
The amount of the requested Additional Term Loan on the Amendment Effective Date shall
be $40,000,000 (net of any upfront fees and OID).


 


(b)          
Interest Rate. Interest will accrue on the unpaid principal amount of the Term Loan from the date of thefunding
of such Term Loan until thesuch
Term Loan has been paid in full, at a per annum rate of interest equal to the Applicable Rate, payable as set
forth in Section 2.4(a). All computations of interest shall be based on a year of three hundred sixty (360) days for actual
days elapsed including the first day, but excluding the last. Notwithstanding any other provision hereof, the amount of interest
payable hereunder shall not in any event exceed the maximum amount permitted by the law applicable to interest charged on commercial
loans.


 


(c)          
Disbursement. Subject to the satisfaction of the conditions set forth in Section 3.1, upon receipt of the
funds from the Escrow Account, Agent shall make all funds so received available to Borrower in like funds as received by Agent
by wire transfer of such in accordance with the Funds Flow Memorandum.


 


		2.4	Payments of Principal and Interest.



 


(a)           
Interest Payments. Interest on the Term Loan shall be payable in cash (i) quarterly, in arrears, on the last Business
Day of each calendar quarter, commencing on the last Business Day of the calendar quarter ending June 30, 2022, (ii) in connection
with any payment, prepayment or repayment of the Term Loan, and (iii) at maturity (whether upon demand, by acceleration or otherwise).


 




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(b)          
Amortization
of Principal. On the last Business Day of each March, June, September and December ending
on or after March 31, 2023, Borrower shall repay the Term Loan in quarterly installments as specified in the table below which
amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section
2.6(c), unless accelerated sooner pursuant to Section 9.1:


 


	Payment Dates	Principal Repayment Installments
	March 31, 2023	$1,562,500.002,062,500.00
	June 30, 2023	$1,562,500.002,062,500.00
	September 30, 2023	$1,562,500.002,062,500.00
	December 31, 2023	$1,562,500.002,062,500.00
	March 31, 2024	$1,562,500.002,062,500.00
	June 30, 2024	$1,562,500.002,062,500.00
	September 30, 2024	$1,562,500.002,062,500.00
	December 31, 2024	$1,562,500.002,062,500.00


 


provided, however,
that if any principal repayment installment to be made by the Borrower shall come due on a day other than a Business Day, such
principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected
in computing interest or fees, as the case may be.


 


(c)          
Principal Payment at Maturity. Unless the Term Loan is prepaid in full prior to the Maturity Date, Borrower shall
pay the entire unpaid principal and accrued interest and all unpaid Obligations constituting Secured Obligations and Additional
Secured Obligations relating to such Obligations on the Maturity Date. Agent shall allocate and distribute all such payments
of principal and accrued interest to the Lenders based on each Lender’s Pro Rata Percentage.


 


		2.5	Fees and Expenses.



 


(a)
          [Reserved].


 


(b)           Applicable Premium. (A) Upon the making of any payment, repayment, prepayment (other than payments under Sections
2.4(b), 2.6(a)(iii), 2.6(a)(v) or 2.6(a)(vii)), replacement, refinancing, reduction or other satisfaction
of the Term Loan (including, without limitation, as a result of acceleration and/or as otherwise contemplated below) (any such
event, a “Payment”) (i) at any time during the first eighteen (18) months after the Closing Date, the Borrower
shall pay to Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), one hundred fifty percent
(150%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such prepayment, (ii) at any time
during or after the nineteenth (19th) month through twenty-fourth (24th) month after the Closing Date, the Borrower shall pay to
Agent, for the account of the Lenders in accordance with their Pro Rata Percentage (x), fifty percent (50%) of the Applicable Rate
or Default Rate (as applicable), multiplied by (y), the amount of such Payment and (iii) at any time during or after the twenty-fifth
(25) month after the Closing Date but prior to the date that is 90 days before the Maturity Date, the Borrower shall pay to Agent,
for the account of the Lenders in accordance with their Pro Rata Percentage
(x), twenty five percent (25%) of the Applicable Rate or Default Rate (as applicable), multiplied by (y), the amount of such Payment
or (B) upon the making of any prepayment in accordance with Section 2.6(a)(v) or Section 2.6(a)(vii), the Borrower shall pay to
Agent, for the account of the Lenders in accordance with their Pro Rata Percentage, a premium equal to 1.00% of the aggregate principal
amount of the Term Loan so prepaid (collectively, each a “Prepayment Premium”).


 




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Notwithstanding anything to
the contrary herein, the Borrower acknowledges and agrees that if payment of the Obligations is accelerated or the Term Loan and
other Obligations otherwise become due prior to the time period specified above, in each case, in respect of any Event of Default
(including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims
by operation of Applicable Law) or a Change of Control) or otherwise, the Prepayment Premium with respect to any payment, repayment
or prepayment of the Term Loan will also be due and payable immediately as though the Term Loan were prepaid (regardless of whether
all or any portion of the Term Loan were or will be paid or prepaid) and shall constitute part of the Secured Obligations, in
view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to
a reasonable calculation of each Lender’s lost profits as a result thereof. The Prepayment Premium payable above shall be
presumed to be the liquidated damages sustained by each Lender as the result of the early redemption and the Loan Parties agree
that it is reasonable under the circumstances currently existing. The Prepayment Premium shall also be payable immediately in
the event the Term Loans are satisfied, restructured, discharged or released by foreclosure (whether by power of judicial proceeding),
deed in lieu of foreclosure or by any other means on any date prior to the Maturity Date. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES
(TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT
THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Loan Parties expressly agree
(to the fullest extent they may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s-length
transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding
the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the
Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Loan
Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Loan Parties expressly
acknowledge that the Borrower’s agreement to pay the Prepayment Premium to the Lenders as herein described is a material
inducement to the Lenders to provide the Term Loan. For the avoidance of doubt, each reference to the Term Loan in this paragraph
shall include all interest (if any) that has been capitalized and added to the principal of the Term Loan from time to time.


 


(c)          
Agent Fees. The Borrower agrees to pay Agent the fees set forth in the Agent Fee Letter.


 


(d)           Lender
Expenses. On the Closing Date, Borrower shall pay to Agent, for the benefit of the applicable Persons, (i) the fees set
forth in the Commitment Letter and (ii) all unreimbursed Lender Expenses, which Agent may deduct from the Escrow Amount (as defined in the Escrow
Agreement). Thereafter, all unreimbursed Lender Expenses shall be due and payable on demand. Agent shall allocate and disburse
such payments to the Person having incurred such Lender Expenses.


 




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		2.6	Prepayments.



 


		(a)	Mandatory Prepayments.



 


(i)           
Acceleration. If, at the election of Agent (acting at the direction of the Required Lenders) repayment of the Term
Loan is accelerated following the occurrence and continuance of an Event of Default, then Borrower shall immediately pay to Agent
for its benefit and the benefit of Lenders, as applicable (x) (i) all accrued and unpaid payments of interest with respect to the
Term Loan due prior to the date of prepayment, (ii) the outstanding principal amount of the Term Loan and (iii) all other sums,
if any, that shall have become due and payable hereunder with respect to the Term Loan, including all Obligations due hereunder
plus (y) if applicable, the Prepayment Premium.


 


		(ii)	[Reserved].



 


(iii)         
Recovery Event Proceeds. Subject in all respects to the terms and conditions of and the rights of other secured parties
set forth in the Intercreditor Agreement, Borrower shall prepay the Term Loans in an aggregate amount equal to 100% of the Recovery
Event Proceeds concurrently upon receipt of the same by Borrower, Parent or any Subsidiary of Parent and the same shall be applied
to (i) all accrued and unpaid payments of interest with respect to the Term Loan due prior to the date of prepayment, (ii) the
outstanding principal amount of the Term Loan and (iii) all other sums, if any, that shall have become due and payable hereunder
with respect to the Term Loan, including all Obligations due hereunder; provided, however, that so long as no Default
or Event of Default shall have occurred and be continuing, such Recovery Event Proceeds shall not be required to be so applied
to the extent that Borrower notifies Agent prior to or concurrently with receipt of such Recovery Event Proceeds that the same
will be used (and to the extent Borrower, Parent or such Subsidiary actually uses such Recovery Event Proceeds) for the replacement,
substitution or restoration of the assets subject to the applicable Casualty Event or condemnation within one hundred eighty (180)
days after the receipt of such Recovery Event Proceeds; provided further that, if at any time Borrower, Parent or any Subsidiary
of Parent determines that such Recovery Event Proceeds or any portion thereof will not be so used within one hundred eighty (180)
days after the receipt of such Recovery Event Proceeds, such Recovery Event Proceeds shall be immediately applied to prepay the
Term Loans as required above.


 


(iv)         
Transfers and Involuntary Dispositions (Excluding the Used Motor Oil Asset Divestiture). Subject in all respects
to the terms and conditions of, and the rights of other secured parties set forth in, the Intercreditor Agreement, Borrower shall
(x) prepay the Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds received by Borrower, Parent or any Subsidiary
of Parent from all Transfers (other than Permitted
Transfers and any Used Motor Oil Asset Divestiture) and Involuntary Dispositions within five (5) Business Days of the date of such
Transfer or Involuntary Disposition and shall be applied to (i) all accrued and unpaid payments of interest with respect to the
Term Loan due prior to the date of prepayment, (ii) the outstanding principal amount of the Term Loan and (iii) all other sums,
if any, that shall have become due and payable hereunder with respect to the Term Loan, including all Obligations due hereunder
and (y) shall immediately pay to Agent for its benefit and the benefit of Lenders, if applicable, the Prepayment Premium; provided,
however, that so long as no Default or Event of Default shall have occurred and be continuing, such Net Cash Proceeds shall
not be required to be so applied at the election of the Borrower (as notified by the Borrower to the Agent) to the extent Borrower,
Parent or any Subsidiary of Parent reinvests all or any portion of such Net Cash Proceeds in operating assets (other than current
assets) used in the business within one hundred eighty (180) days after the receipt of such Net Cash Proceeds; provided further
that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be immediately applied to prepay
the Term Loans as required above.


 




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(v)          
Used Motor Oil Asset Divesture (Required Amounts). Subject to Section 2.6(d), Borrower shall (x) prepay (a)
the Term Loans in an aggregate amount equal to 50% of the Net Cash Proceeds received by Borrower, Parent or any Subsidiary of
Parent from any Used Motor Oil Asset Divestiture (such proceeds “UMO Sale Proceeds”) within five (5) Business
Days of the date of such Transfer; provided, however, that so long as no Default or Event of Default shall have
occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied until at least $5,000,000 of Net Cash
Proceeds have been received by Borrower, Parent or any Subsidiary of Parent and thereafter shall be applied to (i) all accrued
and unpaid payments of interest with respect to the Term Loan due prior to the date of prepayment, (ii) the outstanding principal
amount of the Term Loan and (iii) all other sums, if any, that shall have become due and payable hereunder with respect to the
Term Loan, including all Obligations due hereunder and (y) shall immediately pay to Agent for its benefit and the benefit of Lenders,
if applicable, the Prepayment Premium.


 


(vi)          Used
Motor Oil Asset Divesture (Elective Amounts). Subject to Section 2.6(d), Borrower may, at its election, offer to prepay
(x) the Term Loans in an aggregate amount greater than the 50% of the UMO Sale Proceeds received by any Loan Party in clause (v)
above, within five (5) Business Days of the date of such Transfer; such excess Net Cash Proceeds shall be applied to (i) all accrued
and unpaid payments of interest with respect to the Term Loan due prior to the date of prepayment, (ii)    
the outstanding principal amount of the Term Loan, (iii) all other sums, if any, that shall have become due and payable
hereunder with respect to the Term Loan, including all Obligations due hereunder and (y) shall immediately pay to Agent for its
benefit and the benefit of Lenders, if applicable, the Prepayment Premium.


 


(vii)        
Change of Control. Upon a Change of Control, Borrower shall immediately offer to pay to Agent for its benefit and
the benefit of Lenders, as applicable (x) (i) all accrued and unpaid payments of interest with respect to the Term Loan due prior
to the date of prepayment, (ii) the outstanding principal amount of the Term Loan and (iii) all
other sums, if any, that shall have become due and payable hereunder with respect to the Term Loan, including all Obligations due
hereunder and (y) the Prepayment Premium.


 




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(viii)       
Equity Issuance. Immediately upon the receipt by Borrower, Parent or any Subsidiary of Parent of the Net Cash Proceeds
of any Equity Issuance (other than any Permitted Equity Issuance) Borrower shall prepay the Term Loans in an aggregate amount equal
to 100% of such Net Cash Proceeds plus if applicable, the Prepayment Premium.


 


(ix)          
Issuance of Indebtedness. Immediately upon the receipt by Borrower, Parent or any Subsidiary of Parent of the Net
Cash Proceeds of any Indebtedness (other than any Permitted Indebtedness), the Borrower shall prepay the Term Loans as hereinafter
provided in an aggregate amount equal to 100% of such Net Cash Proceeds plus if applicable, the Prepayment Premium.


 


(b)          
Voluntary Prepayments. Borrower may voluntarily prepay the Term Loan in whole or in part, at any time; provided
that each of the following conditions is satisfied: Borrower pays to Agent for its benefit and the benefit of Lenders, as applicable,
(i) all accrued and unpaid payments of interest with respect to the Term Loan (or portion thereof subject to prepayment) due up
to and including the date of prepayment, (ii) the outstanding principal amount of the Term Loan being prepaid, (iii) to the extent
the Term Loan is being voluntarily prepaid in full, all other sums, if any, that shall have become due and payable hereunder with
respect to the Term Loan, including all Obligations due hereunder and (iv) the Prepayment Premium. Term Loans bearing interest
based on the Base Rate may be prepaid with same-day written notice, which is received by the Agent no later than 11:00 a.m. New
York time on a Business Day, subject to the applicable Prepayment Premium.


 


(c)          
Each prepayment of the outstanding Term Loan pursuant to this Section 2.6 shall be applied to the principal repayment
installments thereof in indirect order of maturity on a pro rata basis. Such prepayments shall be paid to the Lenders in accordance
with their Pro Rata Percentage.


 


(d)          
Borrower shall notify the Agent in writing (such writing to include, the subsection of this Section 2.6 pursuant
to which such prepayment is being made, the amount of such prepayment (including any Prepayment Premium) and the date of such
prepayment) of any prepayment required to be made pursuant to this Section 2.6 at least one (1) Business Day prior to the date
of such prepayment. Each Lender may elect (in its sole discretion) to decline all or any portion of its Pro Rata Percentage of
any mandatory prepayment pursuant to Section 2.6(a)(v) or Section 2.6(a)(vi) (such declined amounts the “Declined
Proceeds” and each such Lender, a “Declining Lender”) by giving notice of such election in writing
to the Agent by 11:00 a.m. New York time on the date that is one (1) Business Day after the date of such Lender’s receipt
of notice from the Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its
Pro Rata Percentage of such mandatory prepayment to the Agent within the time frame specified above, any such failure will be
deemed to constitute an acceptance of such Lender’s Pro Rata Percentage of the total amount of such mandatory prepayment
of Term Loans. Upon receipt by the Agent of such notice, the Agent shall immediately notify the Borrower
of such election. Any Declined Proceeds shall (1) first, be applied to prepay non-Declining Lenders’ Pro Rata Percentage
of the outstanding amount of the Term Loan (excluding the outstanding amount of the Term Loan owed to the Declining Lenders) and
(2) second, be retained by the Borrower; provided that non-Declining Lenders’ may decline such additional amounts
under clause (1) and such amounts will be retained by the Borrower and/or applied by the Borrower in any manner not inconsistent
with the terms of this Agreement. If the Borrower elects to voluntarily prepay the outstanding amount of the Term Loan with any
Declined Proceeds, then such prepayment shall be accompanied with the applicable Prepayment Premium.


 




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		2.7	Other Payment Terms.



 


(a)          
Place and Manner. Except as otherwise provided herein. all payments to be made by Borrower under any Loan Document,
including payments of principal and accrued but unpaid interest hereunder, and all fees and Lender Expenses shall be made without
setoff or counterclaim from. All payments to be made by Borrower under any of the Loan Documents shall be made by 3:00 p.m. New
York time in immediately available funds by same day wire transfer to Agent, for its benefit and the benefit of Lenders, as applicable,
in accordance with the wire transfer instructions as provided in writing by Agent from time to time. Unless otherwise determined
by Agent (acting at the direction of the Required Lenders), all payments received from Borrower shall be applied first to any outstanding
fees and/or Lender Expenses, then to accrued and unpaid interest, then to principal. Any wire transfer or payment received by Agent
after 3:00 p.m. New York time may be deemed to have been received by Agent, in its sole discretion, as of the opening of business
on the immediately following Business Day. Any prepayment made pursuant to Section 2.6 shall be accompanied by interest
to, but not including, the prepayment date on the amount so prepaid.


 


(b)          
Date. Whenever any payment due hereunder shall fall due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees,
as the case may be.


 


(c)          
Default Rate. If an Event of Default has occurred and is continuing, at the election of the Required Lenders (or
automatically if an Event of Default pursuant to Sections 8.1, 8.9 or 8.10 is continuing), Borrower shall pay interest
on the Obligations from the date of such Event of Default until such Event of Default is cured, at a per annum rate equal
to the Default Rate. All computations of interest shall be made on the basis of a year of 360 days, as the case may be, and actual
days elapsed.


 


(d)           Sharing
of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of
any Obligation of any Loan Party (whether voluntary, involuntary or through the exercise of any right of setoff or the
receipt of any Collateral or “proceeds” (as defined under the applicable Code) of Collateral) (and other
than pursuant to Section 2.8, Section 14.1, Section 14.15, or any purchase option pursuant to any
intercreditor agreement or any subordination agreement to which Agent is a party) and such payment exceeds the amount such
Lender would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the
provisions of the Loan Documents, such Lender shall
purchase for cash from other Lenders such participations in their Obligations as necessary for such Lender to share such excess
payment with such Lenders to ensure such payment is applied as though it had been received by Agent and applied in accordance with
this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance
herewith); provided, however, that (i) if such payment is rescinded or otherwise recovered from such Lender in whole or
in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender without interest and
(ii) such Lender shall, to the fullest extent permitted by applicable requirements of law, be able to exercise all its rights of
payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor
of the applicable Loan Party in the amount of such participation.


 




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(e)
          Defaulting Lenders.


 


(i)           
Responsibility. The failure of any Defaulting Lender to make any Term Loan, or to fund any purchase of any participation
required to be made or funded by hereunder, or to make any payment required by it under any Loan Document on the date specified
therefor shall not relieve any other Lender of its obligations to make such loan, fund the purchase of any such participation,
or make any other such required payment on such date, and neither Agent nor, other than as expressly set forth herein, any other
Lender shall be responsible for the failure of any Defaulting Lender to make a loan, fund the purchase of a participation or make
any other required payment under any Loan Document.


 


(ii)          
Voting Rights. Notwithstanding anything set forth herein to the contrary, including Section 14.4, a Defaulting
Lender shall not have any voting or consent rights under or with respect to any Loan Document (or be, or have its Term Loans and
Term Loan Commitments, included in the determination of “Required Lenders” or “Lenders directly and adversely
affected” pursuant to Section 14.4) for any voting or consent rights under or with respect to any Loan Document, provided
that (A) the Term Loan Commitment of a Defaulting Lender may not be increased, extended or reinstated, (B) the principal of a Defaulting
Lender’s Term Loans may not be reduced or forgiven, and (C) the interest rate applicable to Obligations under the Loan Documents
owing to a Defaulting Lender may not be reduced in such a manner that by its terms affects such Defaulting Lender more adversely
than other Lenders, in each case, without the consent of such Defaulting Lender. Moreover, for the purposes of determining Required
Lenders, the Term Loans and Term Loan Commitments held by Defaulting Lenders shall be excluded from the total Term Loans and Term
Loan Commitments outstanding.


 


(iii)          
Borrower Payments to a Defaulting Lender. Agent shall be authorized to use all payments received by Agent for the
benefit of any Defaulting Lender pursuant to this Agreement to pay in full the Aggregate Excess Funding Amount to the appropriate
Lenders. Upon any such unfunded obligations owing by a Defaulting Lender becoming due and payable, Agent shall be authorized to
use such cash collateral to make such payment on behalf of such Defaulting Lender. In the event that Agent is holding cash collateral
of a Defaulting Lender that cures pursuant to clause (iv) below or ceases to be a Defaulting Lender
pursuant to the definition of Defaulting Lender, Agent shall return the unused portion of such cash collateral to such Lender.
The “Aggregate Excess Funding Amount” of a Defaulting Lender shall be the aggregate amount of all unpaid obligations
owing by such Lender to Agent, and other Lenders under the Loan Documents.


 




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(iv)         
Cure. A Lender may cure its status as a Defaulting Lender under clause (a) of the definition of Defaulting Lender
if such Lender fully pays to Agent, on behalf of the applicable Lenders the Aggregate Excess Funding Amount, plus all interest
due thereon. Any such cure shall not relieve any Lender from liability for breaching its Contractual Obligations hereunder and
shall not constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 


		2.8	Increased Costs.



 


If any Change in Law shall:


 


(a)          
impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;


 


(b)          
subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(c)          
impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Term Loans made by such Lender or participation in any such Term Loan;


 


and the result of any of
the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining
any Term Loan or of maintaining its obligation to make any such Term Loan, or to reduce the amount of any sum received or receivable
by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender
or other Recipient, the Borrower will pay to such Lender or other Recipient, as the case may be, such additional amount or amounts
as will compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


		2.9	Taxes.



 


(a)          
Defined Terms: For purposes of this Section, the term “Applicable Law” includes FATCA.


 


(b)          
Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan
Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable
Law (as determined in good faith
discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding
Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full
amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified
Tax, then the sum payable by such Loan Party shall be increased as necessary so that after such deduction or withholding has been
made (including such deductions and withholdings applicable to additional sums payable under this Section 2.9(b)) the applicable
Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 




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(c)          
Payment of Other Taxes by Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance
with Applicable Law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)           
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable
under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 


(e)           
Indemnification by the Lenders. Each Lender shall severally indemnify the Agent, within 10 days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified
the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 14.1(e) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection
with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set
off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to
the Lender from any other source against any amount due to the Agent under this paragraph (e).


 


(f)           
Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority
pursuant to this Section, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Agent.


 


(g)          
Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Loan Document shall deliver to the Borrower
and the Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly completed and executed documentation
reasonably requested by the Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate
of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by the Borrower or the Agent as will enable the Borrower or the Agent to determine
whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to
the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation
set forth in paragraphs (g)(ii)(A), (ii)(B) and (ii)(D) of this Section) shall not be required if in the Lender’s reasonable
judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would
materially prejudice the legal or commercial position of such Lender.


 




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(ii)          
Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Borrower,


 


(A)         
any Lender that is a U.S. Person shall deliver to the Borrower and the Agent on or about the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed
copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.


 


(B)         
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number
of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this
Agreement and from time to time thereafter upon the reasonable request of the Borrower or the Agent), whichever of the following
is applicable


 


(1)           
in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x)
with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;


 


(2)           
executed copies of IRS Form W-8ECI;


 


(3)            in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Internal Revenue Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect
that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a
“10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or
a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue
Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E;
or


 




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(4)           
to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN, IRS Form W 8 BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit
I-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender
is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such
direct and indirect partner


 


(C)         
any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such
number of copies as shall be requested by the recipient) on or about the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent), executed copies of
any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax,
duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or
the Agent to determine the withholding or deduction required to be made; and


 


(D)         
if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Agent, at the
time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent, such documentation
prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional
documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or
to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 




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Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall
update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.


 


(h)          
Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional
amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount
to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable
net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax
returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)           
Survival. Each party’s obligations under this Section 2.9 shall survive the resignation or replacement
of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and
the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


2.10      
Term. This Agreement shall become effective on the Closing Date and shall continue in full force and effect for so long
as any Obligations remain outstanding (other than inchoate indemnity obligations). Agent’s Lien on the Collateral shall remain
in effect for so long as any Obligations are outstanding (other than inchoate indemnity obligations) and upon payment in full of
all Obligations (other than inchoate indemnity obligations which are not the subject of an indemnity claim), Agent’s Lien
on the Collateral shall terminate automatically. This Agreement may be terminated prior to the Maturity Date by Borrower, effective
five (5) Business Days after written notice of termination is given to Agent and Lenders and upon receipt by Agent of payment of
the Obligations (including, without limitation, the Prepayment Premium, if applicable) in full in cash (other than inchoate indemnity
obligations and any other obligations which, by their terms, are to survive the termination of this Agreement).


 


		2.11	Issuance of Warrants.



 


(a)           
On
the Closing Date, in connection with (and as additional consideration
for) the making of the Initial Term Loan by the Initial Lenders, Parent has issued to each
Initial Lender (or, with respect to certain of the Initial Lenders, to such Initial Lender’s Affiliate or Approved Fund identified on
Schedule A of the Warrant Agreement), the number of Initial Warrants set forth opposite
the name of such Initial
Lender (or such Initial Lender’s Affiliate or Approved Fund, as applicable) on Schedule
A of the Warrant Agreement. The Initial Warrants are governed by and entitled to the benefits, and subject to the terms of, the
Warrant Agreement.


 




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(b)          
2.11 Issuance
of Warrants. On
the ClosingAmendment Effective Date, in
connection with (and as additional consideration for) the making of the Additional
Term LoansLoan
by the Initial Lenders, Parent shall issue to each Initial Lender (or, with respect to certain of the Initial Lenders, to such
Initial Lender’s Affiliate or Approved Fund identified on Schedule A of the Additional
Warrant Agreement), the number of Additional Warrants
set forth opposite the name of such Initial Lender (or such Initial Lender’s Affiliate or Approved Fund, as applicable) on
Schedule A of the Additional Warrant Agreement. Upon issuance
pursuant to this Section 2.11(b), the Additional
Warrants shall be governed by and shall be entitled to the benefits, and subject to the terms, of the Additional
Warrant Agreement.


 




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2.12       Certain
Tax Considerations; Investment Unit Allocation.
Each Loan Party and each Lender hereby agree (i) that (x) the Initial Term
Loan disbursed to the Borrower on the Closing Date and the Initial Warrants
issued on the Closing Date, taken together, comprise an
“investment unit” for
purposes of Section 1273(c)(2) of the Internal Revenue
Code and (y) the Additional Term Loan disbursed to the
Borrower on the Amendment Effective Date and the Additional Warrants issued on
the Amendment Effective Date, taken together, comprise an “investment
unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code, (ii) to treat theeach
such investment unit as issued by the Parent for U.S. federal income tax purposes and (iii) to allocate the (x) issue
price of such investment unit among the Initial Term
Loan and the Initial Warrants in proportion to their
fair market value as of the Closing Date, in accordance with Treasury Regulations Section 1.1273-2(h).
The Lenders shall determine in good faith the fair market value of
the Warrants for
purposes of allocating the issue and
(y) the purchase price of the investment unit between theAdditional Term
Loan and the Warrants, as described in clause (iii) above, notice of which shall be provided
in writing to the Borrower; provided, however, that if the Borrower objects in writing to theAdditional
Warrants in proportion to their fair market value as determined by
the Lenders within ten (10) Business Days after the Lenders give written
notice thereof, the Borrower shall
engage an independent, reputable appraiser selected jointly by the of
the Amendment Effective Date, in accordance with Treasury Regulations Section 1.1273-2(h).
The Lenders, each Loan Party and the Borrower agree to
treat the issuance of the Additional
Term Loan hereunder as a “qualified reopening”, within the
meaning of Treasury Regulations Section 1.1275-2(k)(3)(i), of the Initial Term Loan. Therefore, the Lenders and the Borrower
have agreed that the Additional Term Loan should have the same issue date, the same issue price, and (with respect to the
Lenders) the same adjusted issue price as the Initial Term Loan. The Lenders and the Borrower agree to the additional terms
applicable to this Section 2.12 that are set forth in the side letter between the Borrower
and the Lenders, to determine such fair market value. The fees
and expenses of such appraiser shall be paid by the
Borrowerdated May 26,
2022. Unless otherwise required by Applicable Law, Borrower, each Loan Party and each
Lender agree to file all tax returns in a manner consistent with this Section 2.12.


 


		3.	Conditions Precedent.



 


3.1          Conditions
Precedent to the Closing Date. The Initial Lenders and the Borrower shall issue a joint release instruction to the Escrow Agent
upon the satisfaction of (or waiver by the Initial Lenders in writing of) the following the conditions precedent, in form and substance
satisfactory to Agent and Initial Lenders (the “Closing Date”):


 


(a)       The
Loan Documents (including, but not limited to, this Agreement and the Agent Fee Letter) duly executed by Borrower and the Guarantors
required to sign such Loan Document;


 


(b)       The Current Financial Statements of Parent;




 


(c)       Evidence of the insurance coverage
required by Section 6.8 of this Agreement;


 




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(d)       To
the extent requested by any Initial Lender, a Note in the principal amount of the Initial
Term Loan in respect of such Initial Lender’s Pro Rata Percentage shall be provided by Borrower to such requesting
Initial Lender;


 


(e)       Customary
legal opinions of (x) Stroock & Stroock & Lavan LLP, in its capacity as special counsel to the Loan Parties and (y) local
counsel opinions covering Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Initial Lenders in each case,
dated as of the Closing Date and addressed to the Agent and the Initial Lenders;


 


(f)        Delivery
of an executed Notice of Borrowing, direction letter and Funds Flow Memorandum;


 


(g)       The Closing Date shall not occur before April 1, 2022;




 


(h)       A
duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents
of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental
Authority), (ii) resolutions authorizing the Loan Documents and, in the case of Parent, the Initial
Warrants, the Warrant Agreement and the Registration Rights Agreement (including authorization of the reservation and
issuance of Parent’s common stock upon exercise of the Initial
Warrants), (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state
where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be
expected to have a Material Adverse Effect and (iv) incumbency and representative signatures;


 


(i)        All
necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance
of the Loan Documents by the Loan Parties and, in the case of Parent, the Initial
Warrants, the Warrant Agreement and the Registration Rights Agreement (including consent to the issuance of Parent’s
common stock upon exercise of the Initial Warrants);


 


(j)        [reserved];




 


(k)       The
execution and delivery by the Intermediation Facility Agent and the Loan Parties of an Intercreditor Agreement;


 


(l)        The
execution and delivery by Parent of the Warrant Agreement and the Registration Rights Agreement and the issuance by Parent of
the Initial Warrants to the Initial Lenders or their Affiliates
or Approved Funds;


 


(m)       A
Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent
(after giving effect to the transactions contemplated by this Agreement, including the issuance by Parent of the Initial
Warrants) certifying that the Loan Parties, individually and collectively, are not Insolvent;


 




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(n)       The
Mobile Refinery Acquisition shall have been consummated substantially simultaneously with the initial borrowings under the Facility
in accordance with the Mobile Refinery Acquisition Agreement;


 


(o)       Since
the date of the Mobile Refinery Acquisition Agreement, there shall not have occurred a Material Adverse Effect (as defined in the
Mobile Refinery Acquisition Agreement);


 


(p)       Such
documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial
Code financing statements or amendments to Uniform Commercial Code financing statements, as the Initial Lenders shall reasonably
request to evidence the perfection and priority of the security interests granted to Agent pursuant to Section 4;


 


(q)       Subject
to Section 6.19, the Agent shall have received, subject to the Intercreditor Agreement, all documents, agreements and instruments
required to create and perfect the Agent’s security interest in the Collateral. The Loan Parties shall have filed or shall
have provided all UCC-1 financing statements and the Intellectual Property Security Agreement in form for filing by the Required
Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate
transfer powers and/or allonges by the Closing Date;


 


(r)        Borrower
shall have paid all Lender Expenses and all fees due pursuant to the Agent Fee Letter or the Commitment Letter, as applicable;


 


(s)       The
Borrower and each of the Guarantors shall have provided no less than 3 business days prior to the Closing Date the documentation
and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Closing Date
under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT,
the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms;


 


(t)        Such
other documents, and completion of such other matters, as Agent or Initial Lenders may reasonably deem necessary or appropriate;


 


(u)       Confirmation
that (i) the representations and warranties contained in Section 5 shall be true and correct on and as of the Closing Date
(except for such representations and warranties made as of a specific date, in which case such representations and warranties
shall be true and correct as of such specific date), after giving effect in all cases to any standard(s) of materiality
contained in Article 5 as to such representations and warranties, and (ii) no Default or Event of Default shall have
occurred and be continuing, or would exist after giving effect to the funding of the Initial Term
Loan. The making of the Initial Term Loan shall be
deemed to be a representation and warranty by Borrower on the date of the Term Loan as to the accuracy of the facts referred
to in this Section 3.1; and


 


(v)       Concurrently
with the consummation of the Mobile Refinery Acquisition, the Loan Parties (and/or any Intermediation Facility Agent) shall execute
and deliver or confirm effectiveness of the material supply and offtake agreements with Macquarie Energy North America Trading
Inc., Shell Trading (US) Company, Equilon Enterprises LLC d/b/a Shell Oil Products US, Shell Chemical LP, Synergy Supply &
Trading LLC, and Idemitsu Apollo Renewable Corp. on substantially similar terms as the agreements provided to counsel to the Lenders
on February 16, 2022, subject to (x) any amendments, modifications or adjustments to the terms thereof (other than economic terms)
required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements
to the extent not materially adverse to the Lenders and (y) any amendments, modifications or adjustments to the economic terms
thereof required by any Intermediation Facility Agent, the Loan Parties or the applicable counterparty to the intermediation arrangements
to the extent not adverse to the Lenders.


 




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For purposes
of determining compliance with the conditions specified in this Section 3.1, each Initial Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
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 Closing Date specifying its objection thereto.


 


		4.	Creation of Security Interest.



 


4.1          Grant
of Security Interest. To secure prompt repayment of any and all Secured Obligations and prompt performance by the Loan Parties
of each of their covenants and duties under the Loan Documents, each Loan Party grants Agent, for itself and as agent for Lenders,
a continuing security interest in all presently existing and hereafter acquired or arising Collateral. Such security interest
constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first
priority security interest in Collateral acquired after the date hereofClosing
Date, in each case, subject to Permitted Liens. This Agreement is intended by the parties to be a security agreement
for purposes of the Code.


 


IT BEING UNDERSTOOD, HOWEVER, that,
notwithstanding anything in this Section 4.1 to the contrary, (1) in no event
shall the Collateral include, or the security interest or Lien granted under this Section 4.1 attach to, any Excluded
Property, and (2) for so long as the applicable property continues to be Excluded Property, the Loan Parties shall not be
required to take any action intended to cause any Excluded Property to constitute Collateral, and none of the covenants or
representations and warranties herein shall be deemed to apply to any property constituting Excluded Property; provided,
however, that the security interest granted under this Section 4.1 shall immediately attach to, and the Collateral
shall immediately include, any such asset (or portion thereof) that would otherwise constitute Collateral, were it not
Excluded Property, upon such asset (or portion thereof) ceasing to be Excluded Property and (3) any and all assets or
property sold, conveyed, transferred, assigned or otherwise disposed of by the Loan Parties to the extent permitted by the
terms of the Loan Documents shall be free of the security interests granted and created herein upon, from and after such
sale, conveyance, transfer, assignment or other disposition, and all rights therein shall revert to the applicable Loan
Party; provided, further, however, that security interests granted and created herein shall continue in any Proceeds (as
defined in the UCC) of such sale, conveyance, transfer, assignment or other disposition. Upon any such release or such sale,
transfer, conveyance, assignment or other disposition of Collateral or any part thereof, the Agent shall, upon the request
and at the sole cost and expense of the Loan
Parties, assign, transfer and deliver to the applicable Loan Party, against receipt and without recourse to our any warranty by
Agent except as to the fact that the Agent has not encumbered the released assets, such of the Collateral or any part thereof to
be released (in the case of a release) as may be in the possession of the Agent and as have been sold or otherwise applied pursuant
to the terms hereof, and, with respect to any other Collateral, documents and instruments (including UCC-3 termination financing
statements or releases) reasonably requested by the Borrower acknowledging the termination hereof or the release of such Collateral.


 




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4.2          Duration
of Security Interest. Agent’s security interest in the Collateral shall continue until the payment in full in cash and
the satisfaction of all Secured Obligations (other than inchoate indemnity obligations or other obligations that expressly survive
termination), whereupon such security interest shall terminate and Agent shall, at Borrower’s sole cost and expense, promptly
execute such further documents and take such further actions as may be reasonably requested by the Borrower at the Borrower’s
sole cost and expense to effect the release contemplated by this Section 4.2, including duly executing and delivering termination
statements for filing in all relevant jurisdictions under the Code. Any such release shall be without recourse, representation
or warranty by Agent.


 


4.3          Possession
of Collateral. So long as no Event of Default has occurred and is continuing, and subject to the respective rights and terms
and conditions set forth in the Intercreditor Agreement, the Loan Parties shall remain in full possession, enjoyment and control
of the Collateral (except only as may be otherwise required by Agent or the Required Lenders for perfection or protection of Agent’s
security interest therein or in connection with any Permitted Lien, Permitted Distribution or Permitted Disposition) and shall
be entitled to manage, operate and use the same and each part thereof with all the rights and franchises appertaining thereto;
provided, however, that the possession, enjoyment, control and use of the Collateral shall at all times be subject to the
observance and performance of the terms of this Agreement.


 


		4.4	Delivery of Additional Documentation Required.



 


(a)       Negotiable
Collateral. Subject to the rights of the respective secured parties set forth in the Intercreditor Agreement, the Loan Parties
shall from time to time execute and deliver to Agent for the benefit of Lenders, in accordance with the terms of the Collateral
Pledge Agreement, all Negotiable Collateral (in the case of pledged Indebtedness, to the extent having a value in excess of the
Collateral Threshold Amount in the aggregate) and other documents that Agent (at the direction of Required Lenders) may reasonably
request, in a form reasonably satisfactory to Agent and Required Lenders, to perfect and continue the perfection of Agent’s
security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents.


 


(b)       Commercial
Tort Claims. Subject to the rights of the respective secured parties set forth in the Intercreditor Agreement, for the avoidance
of doubt, if Borrower acquires a Commercial Tort Claim (which would reasonably be expected to result in damages in excess of the
Collateral Threshold Amount, Borrower shall promptly notify Agent in a writing signed by Borrower of the general details thereof
and upon Agent’s request (at the direction of the Required Lenders), Borrower shall promptly, but in no event more than ten
(10) Business Days after such request agree
to an amendment to the definition of Collateral in Exhibit A hereto to include such Commercial Tort Claim, such amendment
to be in form and substance as required by Agent (at the direction of the Required Lenders).


 




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(c)       Certificate
of Title Collateral. Subject to Section 6.19, on the Closing Date, each Loan Party agrees to deliver to Agent or Agent’s
designee the certificates of title for all Certificate of Title Collateral owned by such Loan Party for notation of the Agent’s
Lien. With respect to any Certificate of Title Collateral acquired by any Loan Party after the Closing Date, the Loan Parties shall
deliver to Agent or Agent’s designee the certificates of title for all Certificate of Title Collateral identified on the
most recently delivered Disclosure Letter within twenty (20) Business Days of the delivery of such Disclosure Letter. Each Loan
Party agrees to take all actions necessary to cause such certificates to be filed (with the Agent’s Lien noted thereon) in
the appropriate state motor vehicle filing office.


 


4.5          Right
to Inspect. Agent and/or a representative of the Required Lenders (through any of their officers, employees, or agents) shall
have the right, upon reasonable prior notice, from time to time during the Loan Parties’ usual business hours but no more
than once per year at the expense of the Borrower (or if an Event of Default has occurred and is continuing may do any of the foregoing
at the expense of the Borrower as often as the Agent and/or a representative of the Required Lenders may desire any time during
normal business hours and without advance notice), to inspect each Loan Party’s Books and to make copies thereof and to check,
test, and appraise the Collateral in order to verify the Loan Parties’ financial condition or the amount, condition of, or
any other matter relating to, the Collateral.


 


4.6          Authorization
to File. Each Loan Party hereby authorizes the Agent, at the expense of such Loan Party (including the reasonable and documented
fees and expenses of outside counsel to the extent of and as permitted by Section 10.3), to file one or more financing or continuation
statements, and amendments thereto, relating to all or any part of the Collateral without the signature of such Loan Party where
permitted by law and using language such as “All assets of the Debtor whether now owned or hereafter acquired or arising
and wheresoever located, including all accessions thereto and products and proceeds thereof” or such other language as the
Agent (acting at the direction of the Required Lenders) reasonably deems necessary or appropriate. A photocopy or other reproduction
of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted
by law. Each Loan Party understands and agrees that even though the Agent has no obligation to do so, with respect to any financing
statement, the Agent intends to file (at the expense of such Loan Party, including the reasonable and documented fees and expenses
of outside counsel to the extent of and as permitted by Section 10.3) any continuation statement or amendment where failure to
so file could reasonably be expected to result in the lapse of such financing statement at any time within six months of any such
proposed filing. Notwithstanding the foregoing, Agent shall have no obligation to make such filings or to otherwise perfect or
maintain the perfection of the security interest on the Collateral.


 




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		5.	Representations and Warranties.



 


Each Loan
Party represents, warrants and covenants to Agent and Lenders as follows, which representations, warranties and covenants shall
survive the execution and delivery of this Agreement and the providing of any Term Loan pursuant hereto:


 


5.1          Due
Organization and Qualification. Each Loan Party (a) is duly formed and existing under the laws of its respective state of formation
or incorporation, as applicable, and (b) is qualified and licensed to do business in any state in which the conduct of its business
or its ownership of property requires that it be so qualified, except, solely in the case of this clause (b), where the failure
to do so could not reasonably be expected to cause a Material Adverse Effect.


 


5.2          Authority
and Power. The execution, delivery, and performance of the Loan Documents are within each Loan Party’s powers, have been
duly authorized, and are not in conflict with nor constitute a breach of any provision of such Loan Party’s Organization
Documents. No Loan Party is in default under any Material Contract to which it is a party or by which it is bound in which the
default could reasonably be expected to have a Material Adverse Effect and the execution and delivery by the Loan Parties of the
Loan Documents will not cause a breach of any Material Contract to which any Loan Party is a party or by which it is bound.


 


5.3          Subsidiaries.
Parent has no Subsidiaries other than as disclosed in (i) Section 1 of the Disclosure Letter, as may be amended and (ii) Schedule
1 hereto. The ownership interests in each Subsidiary is uncertificated. Each Subsidiary is duly formed and validly existing
under the laws of its respective jurisdiction.


 


5.4          Conflict
with Other Instruments, etc. Neither the execution and delivery of any Loan Document to which any Loan Party is a party
nor the consummation of the transactions therein contemplated nor compliance with the terms, conditions and provisions
thereof will (a) conflict with or result in a breach of any law or any regulation, order, writ, injunction or decree of any
court or governmental instrumentality (other than instances in which (i) such instance is being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in accordance with GAAP or (ii) such instance
could not reasonably be expected to have a Material Adverse Effect) or (b) result in the creation or imposition of any Lien
on any assets of any Loan Party, other than Permitted Liens under this Agreement.


 


5.5          Enforceability.
The Loan Documents have been duly executed and delivered by each Loan Party that is a party thereto, and constitute legal, valid
and binding obligations of such Loan Party, enforceable in accordance with their respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement
of creditors’ rights or by general principles of equity.


 


5.6          No
Prior Encumbrances. Except as set forth in Section 8 of the Disclosure Letter, each Loan Party has good and marketable
title to (i) its respective property, except for defects to title which individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect and (ii) its
respective Collateral, free and clear of Liens, except for Permitted Liens.


 




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5.7          Name;
Location of Chief Executive Office, Principal Place of Business and Collateral. As of the Closing Date and each date that a
Compliance Certificate is to be delivered (a) in the most recent five (5) years, no Loan Party has done business under any name
other than that specified on the signature page hereof or as disclosed on Section 1 or 2 of the Disclosure Letter, as may be amended,
(b) the chief executive office, principal place of business, and the locations where each Loan Party maintains its records concerning
its respective Collateral are presently located at the address(es) set forth on Section 1 or 2 of the Disclosure Letter, as may
be amended (c) the tangible property included in the Collateral is presently located at the address(es) set forth on Section 2
of the Disclosure Letter, as may be amended, and (d) the information in the Disclosure Letter is accurate and complete in all material
respects. Except as disclosed in Section 2 of the Disclosure Letter, as may be amended, no Collateral is in the possession of a
bailee or any third party.


 


5.8           Litigation;
Governmental Action. Except as set forth in Section 5 of the Disclosure Letter, as amended/or as otherwise disclosed to Agent
and Lenders pursuant to Section 6.3 hereof, there are no actions or proceedings pending or, to the Knowledge of the Responsible
Officers, threatened by or against any Loan Party or any of their respective Subsidiaries (x) with reasonably expected liability
more than the Disclosure Amount or (y) that could be reasonably be expected to have a Material Adverse Effect.


 


5.9          Financial
Statements. As of the Closing Date, Agent and the Lenders have received (a) audited consolidated balance sheet of the Parent
and its Subsidiaries for the fiscal year ended December 31, 2020, and the related consolidated statement of operations, shareholder’s
equity and cash flows for the fiscal year then ended, and (b) the unaudited consolidated balance sheet of the Parent and its Subsidiaries
for the twelve (12) months ended December 31, 2021, and the related consolidated statement of operations and cash flows for the
twelve (12) months then ended (the “Current Financial Statements”). The Current Financial Statements fairly
present in all material respects Parent’s consolidated financial condition as of the dates thereof and consolidated results
of operations for the periods then ended, subject, in the case of unaudited financial statements, to normal year-end adjustments
and the absence of footnote disclosures. On the Closing Date, there has not been a material adverse change in the financial condition
of the Loan Parties, taken as a whole, since the date of the most recent of such Current Financial Statements.


 


		5.10	 Solvency. The Loan Parties, individually and collectively, are not Insolvent.



 





 


5.11        Taxes;
Pension Plans. Parent and each Subsidiary has filed or caused to be filed all federal income tax returns and other
material tax returns required to be filed, and has paid, or has made adequate provision for the payment of, all Taxes before
the same become delinquent, other than payments of Taxes in an aggregate amount not to exceed the Disclosure Amount or except
to the extent such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently
conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall
have been made therefor. No Loan Party
is aware of any claims or adjustments proposed for Parent’s or any Subsidiary’s prior tax years which could result
in additional Taxes in excess of the Disclosure Amount becoming due and payable. Except as, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, (a) Parent and each Subsidiary have paid all amounts necessary,
if any, to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, (b) no Loan
Party nor any ERISA Affiliate has incurred any liability to the Pension Benefit Guaranty Corporation which remains outstanding
other than the payment of premiums, and there are no such premium payments which have become due which are unpaid, (c) no ERISA
Event has occurred or is reasonably expected to occur and (d) no Loan Party or ERISA Affiliate has withdrawn from participation
in, permitted the partial or complete termination of, or permitted the occurrence of any other event with respect to, any pension,
profit sharing and deferred compensation plans which could reasonably be expected to result in any liability to any Loan Party,
including any such liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 




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5.12       Consents
and Approvals. No approval, authorization or consent of any trustee or holder of any Indebtedness or obligation of any Loan
Party or of any other Person under any material agreement, contract, lease or license or similar document or instrument to which
any Loan Party is a party or by which any Loan Party is bound, is required to be obtained by the Loan Parties in order to make
or consummate the transactions contemplated under the Loan Documents except for those that have already been obtained and are in
full force and effect and except where the failure to do so could not reasonably be expected, either individually or in the aggregate,
to have a Material Adverse Effect. All consents and approvals of, filings and registrations with, and other actions in respect
of, all Governmental Authorities required to be obtained by the Loan Parties in order to make or consummate the transactions contemplated
under the Loan Documents have been, or prior to the time when required will have been, obtained, given, filed or taken and are
or will be in full force and effect, except for those that have already been obtained and are in full force and effect and except
where the failure to do so could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse
Effect.


 


5.13       Intellectual
Property. The Loan Parties own all Intellectual Property used in their business, except for (i) off the shelf or shrink-wrap
software and non-customized mass market licenses that are commercially available to the public, (ii) non-exclusive licenses granted
by any Loan Party to its customers or other third parties in the ordinary course of business and not materially interfering with
the business of the Parent or its Subsidiaries, (iii) [reserved], and (iv) Intellectual Property licensed to any Loan Party. To
the Knowledge of such Loan Party, each Loan Party has all rights with respect to Intellectual Property that are reasonably necessary
for, or otherwise used or held for use in, the operation of any portion of its respective businesses as currently conducted. Section
3 of the Disclosure Letter, as may be amended, lists all of the Loan Parties’ pending and registered Intellectual Property.
No Intellectual Property material to the Loan Parties’ business is owned by any Subsidiary that is not a Loan Party. Except
as set forth in the Disclosure Letter, (a) each of the Copyrights, Trademarks and Patents owned by any Loan Party that is material
to its business is valid and enforceable, (b) no part of the Intellectual Property owned by any Loan Party that is material to
its business has been judged invalid or unenforceable, in whole or in part, (c) no claim has been made to any Loan Party that any
material Intellectual Property used in the business of such Loan Party violates or infringes the
rights of any third party, and (d) no Loan Party is a party to, or bound by, any material inbound license or other agreement that
restricts the grant by such Loan Party of a security interest in Parent’s or such Subsidiary’s rights in such license
or agreement or any other Intellectual Property. Each Loan Party has a valid license agreement for the use of Intellectual Property
rights of third parties known to the Loan Parties to be necessary to the conduct of the Loan Parties’ business.


 




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5.14       Accounts.
The Deposit Accounts and Securities Accounts of each Loan Party are listed on Section 3 of the Disclosure Letter, as may be amended.
Each of such accounts is subject to a Control Agreement in favor of Agent to the extent required under Section 7.11 of this
Agreement. Prior to opening any new account after the Closing Date (other than Excluded Accounts), each Loan Party shall first
notify Agent and not deposit any funds or securities into such account until such account is subject to a Control Agreement in
favor of Agent to the extent required under Section 7.11 of this Agreement, whereupon, such Loan Party shall be deemed to
have updated Section 3 of the Disclosure Letter to include such new account.


 


5.15       Environmental Matters. Except
as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) each Loan Party
and its Subsidiaries, business, operations and Real Property are in compliance with, and none of the Loan Parties or their Subsidiaries
have any liability under, any Environmental Laws, (b) each Loan Party and its Subsidiaries have obtained and maintain all permits,
licenses, approvals, registrations and other authorizations required for the conduct of their businesses and operations, and the
ownership, operation and use of their Real Property, under Environmental Laws, and all such permits, licenses, approvals, registrations
and other authorizations are valid and in good standing, (c) there has been no Release or threatened Release of any Hazardous Materials
on, at, under, to or from any Real Property or facility presently or formerly owned, leased or operated by the Loan Parties, their
Subsidiaries, or their predecessors in interest that would result in liability for the Loan Parties or any of their Subsidiaries
under Environmental Law (d) there is no Environmental Claim pending, or to each Loan Party’s Knowledge, threatened against
the Loan Parties or any of their Subsidiaries or relating to any Real Property currently or formerly owned, leased or operated
by the Loan Parties or any of their Subsidiaries or relating to the operations of the Loan Parties or any of their Subsidiaries,
and there are no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form
the basis of such Environmental Claim, (e) no Real Property or facility owned, operated or leased by the Loan Parties or any of
their Subsidiaries and, to each Loan Party’s Knowledge, no Real Property or facility formerly owned, operated or leased by
the Loan Parties or any of their Subsidiaries or predecessors in interest is (i) listed or proposed for listing on the National
Priorities List promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability
Information System or the Superfund Enterprise Management System promulgated pursuant to CERCLA or (iii) included on any similar
list maintained by any Governmental Authority including any such list relating to petroleum, (f) none of the Loan Parties or their
Subsidiaries is conducting any investigation, removal, remedial or other corrective action pursuant to any Environmental Law at
any location, (g) no Environmental Lien has been recorded or attached to any revenues or to any Real Property owned or operated
by a Loan Party or any of their Subsidiaries, (h) none of the Loan Parties or their Subsidiaries has treated, stored, transported,
released or disposed or arranged for disposal or transport for disposal of Hazardous Materials at, on, under or from any currently
or formerly owned or leased Real Property or facility in a
manner that could reasonably be expected to give rise to any Environmental Liability of the Loan Parties or any of their Subsidiaries,
and (i) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding
written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability.


 




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5.16       Government
Consents. Each Loan Party (and each Subsidiary thereof) has obtained all consents, approvals and authorizations of, made all
declarations or filings with, and given all notices to, all Governmental Authorities that are necessary for the continued operation
of the Loan Parties’ (and their Subsidiaries’) business as currently conducted, except where the failure to do so could
not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.


 


5.17       Full
Disclosure. No representation, warranty or other statement made by (or on behalf of) any Loan Party (or any Subsidiary thereof)
in any Loan Document, certificate or written statement furnished to Agent or any Lender, taken together with all such certificates,
Loan Documents and written statements, contains any untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained in such Loan Documents, certificates or statements not misleading, it being recognized
by Agent and Lenders that the projections and forecasts provided by the Loan Parties in good faith and based upon reasonable assumptions
are not to be viewed as facts and that actual results during the period or periods covered by any such projections and forecasts
may differ from the projected or forecasted results.


 


5.18       Inventory.
All Inventory is in all material respects of good and marketable quality, free from all material defects, spoilage, non-conformance,
or payment dispute (except for Inventory for which adequate reserves have been made), and free and clear of Liens (except for Permitted
Liens).


 


5.19       Sanctioned
Persons. None of Parent or any of its Subsidiaries, and to Parent’s Knowledge, any of their directors, officers, agents,
employees or Affiliates is, or is owned or controlled (as such terms are defined in the applicable Sanctions) by Persons that are,
currently subject to or the target of any Sanctions, or is a Sanctions Target, or is located, organized or resident in a country
or territory that is the subject of Sanctions. Borrower will not directly or Knowingly indirectly use the proceeds of the Term
Loan or otherwise make available such proceeds to any Person, for the purpose of financing the activities of any Person subject
to any Sanctions.


 


		5.20	Foreign Assets Control Regulations, Etc.



 


(a)       Neither
the borrowing of the Term Loan by Borrower hereunder nor its use thereof will violate (i) the United States Trading with the Enemy
Act, as amended, (ii) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) executive order relating thereto, (iii) Executive Order No. 13,224, 66 Fed Reg 49,079 (2001), issued
by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,
Threaten to Commit or Support Terrorism) (the “Terrorism Order”), (iv) USA PATRIOT ACT, or (v) USA FREEDOM ACT. No part of the
Term Loan will be used, directly or Knowingly indirectly, for any material payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended.


 




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(b)       Neither
Parent nor any Subsidiary, including Borrower (i) is or will become a “blocked person” as described in Section 1.01
of the Terrorism Order or (ii) engages or will engage in any dealings or transactions, or is otherwise associated, with any such
blocked person.


 


(c)       Each
Loan Party, including Borrower, and their respective Affiliates are in compliance, in all material respects, with the USA PATRIOT
ACT and the USA FREEDOM ACT.


 


(d)       The
Loan Parties, each of their Subsidiaries, and, to the Knowledge of Parent, each of their respective directors, officers and employees
and, to the Knowledge of Parent, the agents of the Loan Parties, are and will remain in material compliance with all applicable
Sanctions and all Anti-Corruption Laws and Anti-Money Laundering Laws. Parent and its Subsidiaries, including Borrower have instituted
and maintain policies and procedures designed to ensure continued compliance with applicable Sanctions, Anti-Corruption Laws and
Anti-Money Laundering Laws.


 


5.21       Status.
Neither Parent nor any of its Subsidiaries, including Borrower, ever has been, is, or, upon the consummation of the transactions
contemplated hereby, by any other Loan Document or any related agreements, will be (i) a “passive foreign investment company”
within the meaning of Section 1297 of the Internal Revenue Code, (ii) a “controlled foreign corporation” within the
meaning of Section 957(a) of the Internal Revenue Code or (iii) a “U.S. Real Property Holding Corporation” within the
meaning of Section 897 of the Internal Revenue Code.


 


5.22       Other
Permitted Amendments to Disclosure Letter; Certificate of Title Collateral. In addition to those Sections of the Disclosure
Letter which Borrower is permitted to amend as set forth in this Section 5, Borrower may also amend the other Sections of the Disclosure
Letter from time to time, with the exception of Section 8 of the Disclosure Letter which may only be amended to the extent the
Indebtedness and Liens per any such amendment are otherwise permitted under the express terms of this Agreement; provided that
with the delivery of each Compliance Certificate, the Borrower shall update the Vehicles listed on Schedules 3(A)(4) or 3(A)(5)
of the Disclosure Letter. All such amendments to the Disclosure Letter may be made without Agent’s or Lenders’ consent,
and shall be made by delivery of an amended Disclosure Letter (together with, in each case, a copy marked to show changes from
the previous version) by email to Agent.


 


		5.23	Tax Classification. The Borrower is classified as a disregarded entity for U.S. federal income tax purposes.



  




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5.24       Title
to Securities. Upon issuance in accordance with the terms of the Warrant Agreement or
the Additional Warrant Agreement, as applicable, the Warrants will be duly and validly issued, and upon issuance in
accordance with the terms of the Warrant Agreement, or
Additional Warrant Agreement, as applicable, the common stock of Parent issuable upon exercise of the Warrants, will
be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Warrants, such common stock will have
been reserved for issuance. Upon issuance in accordance with the terms of the Warrant Agreement or
the Additional Warrant Agreement, as applicable, the Initial Lenders will have good title to the Warrants and, upon
exercise of the Warrants in accordance with the terms of the Warrant Agreement or
the Additional Warrant Agreement as applicable, to such common stock, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions set forth under the Warrant Agreement or
Additional Warrant Agreement, as applicable, (ii) transfer restrictions under federal and state securities laws and
(iii) liens, claims or encumbrances imposed due to the actions of the Initial Lenders.


 


		6.	Affirmative Covenants.



 


The Loan
Parties covenant and agree that, until the full and complete payment of the Obligations (other than inchoate indemnity obligations)
in cash, each Loan Party shall (and shall cause each of its Subsidiaries to) do all of the following:


 


6.1          Good
Standing. Each Loan Party and each of its Subsidiaries shall maintain its corporate existence and good standing in its jurisdiction
of formation and maintain qualification in each other jurisdiction in which the failure to so qualify could reasonably be expected
to have a Material Adverse Effect. Each Loan Party and each of its Subsidiaries shall maintain in force all licenses, approvals
and agreements, the loss of which could reasonably be expected to have a Material Adverse Effect.


 


6.2          Government
Compliance. Parent, each Loan Party, and each of their Subsidiaries shall comply with all applicable federal and state statutes,
laws, ordinances and government rules and regulations (including Environmental Laws) to which it or its operations is subject,
noncompliance with which could reasonably be expected to have a Material Adverse Effect.


 



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		6.3	Financial Statements, Reports, Certificates.



 


(a)       Borrower
shall deliver the following to Agent by email to the address specified pursuant to Article 11 (and Agent shall
deliver same to Lenders immediately upon receipt thereof), and Agent and Lenders shall be entitled to rely on the information
contained therein: (i) as soon as available, but in any event within the earlier of (x) forty-five (45) days after the end of
each calendar quarter and (y) the date on which delivered to the SEC, Parent’s consolidated financial statements
including a cash flow statement, income statement and balance sheet for the period reported, and certified by a Responsible
Officer of Parent; (ii) if a Default or Event of Default has occurred and is continuing, as soon as available, but in any
event within thirty (30) days after the end of each calendar month (in form and substance satisfactory to the Required
Lenders), Parent’s consolidated financial statements including a cash flow statement, income statement and balance
sheet for the period reported, and certified by a Responsible Officer of Parent; (iii) as soon as available, but in any event
within the earlier of (x) one hundred and twenty (120) days after the end of Parent’s fiscal year and (y) the date on
which delivered to the SEC, audited consolidated financial statements of Parent in accordance with GAAP, consistently
applied, together with an unqualified opinion on the financial statements from an independent certified public accounting
firm reasonably acceptable the Initial Lenders; (iv) as soon as available, but in any event within thirty (30) days prior to
the end of Parent’s fiscal year, an annual operating budget and financial projections (including income statements,
balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format reasonably acceptable to the
Required Lenders; (v) copies of all statements, reports and notices sent or made available generally by any Loan Party to its
security holders and debt holders, when made available to such holders; (vi) promptly upon receipt of written notice thereof,
a report of any legal actions pending or threatened against any Loan Party that could reasonably be deemed to result in
damages, fines, penalties or other sanctions by any Governmental Authority payable by any Loan Party exceeding the Threshold
Amount, or claims for injunctive or equitable relief; (vii) promptly upon receipt thereof (but in any event no more than
three (3) Business Days thereafter), (A) copies of any amendments, waivers, consents or other modifications to any
Intermediation Facility Documents or any other documents relating to Indebtedness in excess of the Threshold Amount, as
applicable, (B) notices of default required to be delivered pursuant to any Intermediation Facility Documents, or any other
documents relating to Indebtedness in excess of the Threshold Amount, as applicable, (C) notices of material adverse changes,
and (D) notice of any Change of Control; (viii) other financial information as Agent or any Lender may reasonably request
from time to time promptly after such request and (ix) environmental, social and corporate governance related materials
reasonably requested by the Lenders, including the BlackRock ESG Questionnaire within 75 days after the end of each year.
Notwithstanding the foregoing, any Lender may request to not receive any information that may constitute material non-public
information from the Agent, it being acknowledged that such documents or information may include amendments or requests for
amendment that have been designated as “private side” information by the Borrower.


 


(b)       Electronic
Delivery. Documents required to be delivered pursuant to Section 6.3(a) (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which Parent or any other Loan Party posts such documents, or provides a link thereto on the Parent’s
website at: www.vertexenergy.com; or (ii) on which such documents are posted on the Loan Parties’ behalf on an Internet or
intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether
sponsored by the Agent); provided that: (x) the Borrower shall deliver paper copies of such documents to the Agent or any
Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is
given by the Agent or such Lender and (y) the Borrower shall notify the Agent and each Lender (by fax transmission or e-mail transmission)
of the posting of any such documents (other than documents otherwise filed with the SEC) and provide to the Agent by e-mail electronic
versions (i.e., soft copies) of such documents. The Agent shall have no obligation to request the delivery of or
to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery
to it or maintaining its copies of such documents.


 




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(c)       “PUBLIC”
Borrower Materials. The Loan Parties hereby acknowledge that (i) the Agent and/or an Affiliate thereof may, but shall not be
obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar
or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
with respect to Parent, Borrower or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged
in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree
that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to
the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which,
at a minimum, means that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower
Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Agent, any Affiliate thereof and the Lenders
to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary)
with respect to Parent, Borrower, their Affiliates or their respective securities for purposes of United States federal and state
securities laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information,
they shall be treated as set forth in Section 14.12); (C) all Borrower Materials marked “PUBLIC” are permitted
to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Agent and
any Affiliate thereof shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information.”


 


(d)       Reports
delivered to the Agent pursuant this Section 6.3 are for informational purposes only and the Agent will not be deemed to
have actual or constructive notice of any information contained therein or determinable therefrom, including the Borrower’s
compliance with its covenants under this Agreement.


 


6.4         Certificates of
Compliance; Disclosure Letter Updates. Each time financial statements are required to be furnished pursuant to Section
6.3(a) or (c) above, there shall be delivered to Agent a certificate signed by a Responsible Officer of Parent (each
a “Compliance Certificate”) in the substantially the form attached hereto as Exhibit G certifying
that as of the end of the reporting period for such financial statements, the Loan Parties were in full compliance with all of
the terms and conditions of the Loan Documents, and setting forth such other information as Agent shall reasonably request. If
any information contained in the Schedules to the Disclosure Letter changes after the Closing Date and if that information relates
to a subsection of Section 5 which specifically allows for information in the Disclosure Letter to be updated after the Closing
Date, Borrower shall update such information in an amended Disclosure Letter (if applicable), to be delivered with the next compliance
certificate then due. Parent shall deliver the Compliance Certificate and updated Disclosure Letter (if any) to Agent by email
to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained
therein.


 




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		6.5	Notices.



 


(a)       As
soon as possible, and in any event within three (3) Business Days after any Loan Party’s Knowledge of a Default or an Event
of Default, notify the Agent of the facts relating to or giving rise to such Default or Event of Default and the action which the
Loan Parties propose to take with respect thereto. Borrower shall deliver such notice to Agent by email to the address specified
pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained therein.


 


(b)       Notify
the Agent, as soon as possible, and in any event within five (5) Business Days after any Loan Party’s Knowledge of (x)
any completion of, or material delay in, reaching the Project Milestones and (y) any material communication received by a
Loan Party from any Governmental Authority in respect of the Renewable Diesel Project which could result in a delay in
reaching the Project Milestones. Borrower shall deliver such notice to Agent by email to the address specified pursuant to Section
11, and Agent and Lenders shall be entitled to rely on the information contained therein.


 


(c)       Notify
the Agent (each such notice, an “IA Notice”), as soon as possible, and in any event within five (5) Business
Days after any Loan Party’s Knowledge that the amount of the Intermediation Facility Cash Collateral (as defined in the
Intercreditor Agreement) has increased by 20% or more from (x) the amount of the Intermediation Facility Cash Collateral (as defined
in the Intercreditor Agreement) as in effect on the date hereofClosing
Date or (y) the amount of the Intermediation Facility Cash Collateral (as defined in the Intercreditor Agreement) as
in effect on the date of the previously delivered IA Notice, as applicable. Borrower shall deliver such IA Notice to Agent by
email to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information
contained therein.


 


(d)       Notify
the Agent, as soon as possible, and in any event within five (5) Business Days after any Loan Party’s Knowledge of any
matter that results in or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan
Parties, taken as a whole.


 


Notwithstanding the foregoing,
any Lender may request to not receive any information that may constitute material non-public information from the Agent, it being
acknowledged that such documents or information may include amendments or requests for amendment that have been designated as “private
side” information by the Borrower.


 


6.6          Taxes.
Parent shall make, and cause each other Subsidiary to make, due and timely payment or deposit of all federal and material
state and local Taxes, assessments, or contributions required of it by law or imposed on its income or upon any properties
belonging to it (other than payments of due and payable Taxes in an aggregate amount not to exceed $250,000); and Parent will
make due and timely payment or deposit of all material related tax payments and withholding Taxes required of it by
Applicable Law, including those laws concerning F.I.C.A., F.U.T.A., and state disability, and will, upon request, furnish
Agent with proof reasonably satisfactory to Agent and Required Lenders indicating that the Loan Parties have made such
payments or deposits; provided that the Loan Parties need not make any payment if the amount or validity of such payment is
contested in good faith by appropriate proceedings and is fully reserved against by the applicable Loan Party.


 




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6.7         Maintenance.
The Loan Parties, at their expense, shall maintain the Collateral in good condition, normal wear and tear and casualty and condemnation
excepted, and will comply in all material respects with all laws, rules and regulations to which the use and operation of the Collateral
may be or become subject. Such obligation shall extend to repair and replacement of any partial loss or damage to the Collateral,
regardless of the cause, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 


		6.8	Insurance.



 


(a)       The
Loan Parties and each of their Subsidiaries shall maintain, at its sole cost and expense, with financially sound and reputable
insurance companies which are not Affiliates of the Loan Parties, insurance with respect to the Collateral, its properties and
businesses against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts in such amounts, with such deductibles and covering such risks as are, in the reasonable business
judgment of the management of Parent, adequate for Loan Parties. All such policies of insurance shall be in such form, with such
companies, and in such amounts as are reasonably satisfactory to the Required Lenders.


 


(b)       All
such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Agent and
Required Lenders, showing Agent for itself and the benefit of each other Secured Party as an additional loss payee thereof, and
all liability insurance policies shall show Agent for itself and the benefit of each other Secured Party as an additional insured
and shall specify that the insurer must give at least thirty (30) days’ notice to Agent before canceling its policy for any
reason (except for nonpayment, which shall be ten (10) days prior notice). Each Loan Party shall promptly deliver to Agent its
current copy of such policies of insurance, evidence of the payments of all premiums therefor and insurance certificates and related
endorsements thereto, it being understood that any time there is a change or renewal of insurance, it is Borrower’s obligation
to promptly deliver such materials to Agent.


 


(c)       The
Loan Parties shall bear the risk of the Collateral being lost, stolen, destroyed, damaged beyond repair, rendered permanently unfit
for use, or seized by a Governmental Authority for any reason whatsoever at any time. Proceeds payable under any insurance policy
shall, at Agent’s option, be payable to Agent for the benefit of the Secured Parties on account of the Secured Obligations.


 


		6.9	Environmental Laws.



 


(a)       At
its sole expense, the Loan Parties shall (i) comply, and shall cause their Subsidiaries and their Real Property and operations
to comply, with applicable Environmental Laws, the breach of which, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect; (ii) not Release or threaten to Release any Hazardous Material on, under, about or from any
of the Loan Parties’ or any of their Subsidiaries’ Real Property or any other property offsite the Real Property to
the extent caused by any Loan Party’s
or any of their Subsidiaries’ operations except in compliance with applicable Environmental Laws, if and to the extent that
the Release or threatened Release of such Hazardous Materials, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect; (iii) timely obtain or file all permits, licenses, approvals, registrations and other authorizations
to be obtained or filed in connection with the operation or use of the Loan Parties’ or any of their Subsidiaries’
Real Property, if and to the extent that the failure to obtain or file such permits, licenses, approvals, registrations or other
authorizations, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (iv) promptly
commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal,
repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in
the event such Remedial Work is required under applicable Environmental Laws because of or in connection with the Release or threatened
Release of Hazardous Material on, under, about or from any of the Loan Parties’ or any of their Subsidiaries’ Real
Property, if and to the extent that failure to commence and diligently prosecute to completion such Remedial Work, individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 




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(b)       If
any Loan Party or any of its Subsidiaries receives written notice of any action or, investigation or inquiry by any Governmental
Authority or any threatened demand or lawsuit by any Person against any Loan Party, any of its Subsidiaries, or their Real Properties,
in each case in connection with any Environmental Laws, the Borrower shall within fifteen (15) days after any Responsible Officer
obtains actual Knowledge thereof give written notice of the same to Agent if such action, investigation, inquiry, demand or lawsuit
could reasonably be expected to cause a Material Adverse Effect.


 


		6.10	Intellectual Property Rights.



 


(a)       Concurrently
with the delivery of each Compliance Certificate for the months ending March 31, June 30, September 30 and December 31 pursuant
to Section 6.4, Borrower shall give Agent written notice of: (i) any registration or filing of any Trademark, Copyright
or Patent by any Loan Party since the delivery of the prior Compliance Certificate including the date of such registration or
filing, the registration or filing numbers, the jurisdiction of such registration or filing, and a general description of such
registration or filing and shall execute an Intellectual Property Security Agreement and take such other actions as necessary
or that Agent (at direction forof
the Required Lenders) may request to perfect and maintain a first priority perfected security interest in favor of
the Agent; (ii) any material change to any Loan Party’s material Intellectual Property, and (iii) Parent’s knowledge
of an event that could reasonably be expected to materially and adversely affect the value of its or any other Loan Party’s
material Intellectual Property.


 


(b)       The
Loan Parties shall (and shall cause all its licensees to) (i) (1) continue to use each material Trademark in order to maintain
such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from
any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under
such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices
and legends required by applicable requirements of law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation
of such Trademark unless the Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement
and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed,
invalidated, impaired or harmed in any way, (x) any material Patent may become forfeited, misused, unenforceable, abandoned or
dedicated to the public, (y) any portion of the material Copyrights may become invalidated, otherwise impaired or fall into the
public domain or (z) any material trade secret may become publicly available or otherwise unprotectable.


 




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(c)       The
Loan Parties shall notify the Agent promptly if it knows, or has reason to know, that any application or registration relating
to any material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of
any adverse determination or development regarding the validity or enforceability or such entity’s ownership of, interest
in, right to use, register, own or maintain any material Intellectual Property (including the institution of, or any such determination
or development in, any proceeding relating to the foregoing in any intellectual property office). The Loan Parties shall take all
actions that are necessary or reasonably requested by the Agent (at the direction of the Required Lenders) to maintain and pursue
each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included
in the material Intellectual Property.


 


(d)       The
Loan Parties shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair
the Intellectual Property of any other Person. In the event that any material Intellectual Property of the Loan Parties is or has
been infringed, misappropriated, violated, diluted or otherwise impaired by a third party, such entity shall take such action as
it reasonably deems appropriate under the circumstances in response thereto, including promptly bringing suit and recovering all
damages therefor.


 


6.11        Formation
or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Section 7.6 hereof,
the Loan Parties will cause each of their Subsidiaries (other than any Excluded Subsidiary so long as such Subsidiary remains
an Excluded Subsidiary) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty
(30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Required Lenders in their
reasonable discretion)) become a Guarantor hereunder by way of execution of a Guarantor Joinder Agreement or become a Borrower
hereunder by way of execution of a Borrower Joinder Agreement. In connection therewith, the Loan Parties shall give notice to
the Agent and the Lenders not less than ten (10) days prior to creating a Subsidiary (or such shorter period of time as agreed
to by the Required Lenders in their reasonable discretion), or acquiring the Equity Interests of any other Person that results
in such Person becoming a Subsidiary. In connection with the foregoing, the Loan Parties shall deliver to the Agent and the Lenders,
with respect to each new Guarantor or Borrower to the extent applicable, substantially the same documentation required pursuant
to Sections 4.013.1(b)
– (e), and 6.12 and such other documents or agreements as the Agent or any Lender may reasonably request with respect to
any new Subsidiary that signs and delivers a Borrower Joinder Agreement or Guarantor Joinder Agreement in order to comply with
their ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT
ACT, the USA FREEDOM Act, an IRS Form W-9 or other applicable tax forms.


 




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		6.12	Further Assurances.



 


(a)           Except
with respect to Excluded Property, each Loan Party will cause all Equity Interests and all of its tangible and intangible personal
property now owned or hereafter acquired by it to be subject at all times to a first priority, perfected Lien (subject to Permitted
Liens) in favor of the Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and
conditions of the Collateral Documents. Each Loan Party shall provide opinions of counsel and any filings and deliveries reasonably
necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory
to the Required Lenders.


 


(b)          At
any time upon request of the Required Lenders, promptly execute and deliver any and all further instruments and documents and take
all such other action as the Required Lenders may reasonably deem necessary or desirable to maintain in favor of the Agent, for
the benefit of the Secured Parties, Liens and insurance rights on the Collateral that are duly perfected in accordance with the
requirements of, or the obligations of the Loan Parties under, the Loan Documents and all Applicable Laws.


 


(c)          Promptly
upon request by the Agent, or any Lender through the Agent, (a) correct any material defect or material error that may be
discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds,
certificates, assurances and other instruments as the Agent (at the direction of the Required Lenders) may reasonably require
from time to time in order to (i) carry out more effectively the purposes of (A) the Collateral Documents or (B) this
Agreement and the other Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan
Party’s or any of its Subsidiaries’ (other than any Excluded Subsidiary so long as such Subsidiary remains an
Excluded Subsidiary) properties, assets, rights or interests to the Liens intended to be covered by any of the Collateral
Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of
the Liens intended to be created thereunder and (iv) assure, convey, grant, assign,
transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter
intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection
with any Loan Document to which any Loan Party or any of its Subsidiaries (other than any Excluded Subsidiary so long as such
Subsidiary remains an Excluded Subsidiary) is or is to be a party, and cause each of its Subsidiaries (other than any
Excluded Subsidiary so long as such Subsidiary remains an Excluded Subsidiary) to do so, provided that in the case of
clause (i)(B) above, the same does not increase the obligations, or detract from the rights, of any Loan Parties under the
Loan Documents in any material respect.


 


6.13       Inventory,
Returns. The Loan Parties shall use commercially reasonable efforts to keep all Inventory in good and marketable condition,
free from all material defects and payment disputes (except for Inventory for which adequate reserves have been made), and free
and clear of Liens (except for Permitted Liens). Returns and allowances, if any, as between the Loan Parties and its Account
Debtors shall be on the same basis and in accordance with GAAP, consistently applied, or with the usual customary practices of
the Loan Parties, as they exist at the time of the execution and delivery of this Agreement.


 




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		6.14	Delivery of Third-Party Agreements.



 


(a)        Subject
to the terms and conditions and other rights set forth in the Intercreditor Agreement, for any existing lease of a Loan Party and
in the event that any Loan Party shall enter into a new lease with respect to a new or additional operating location after the
Closing Date where more than $500,000 of equipment or other similar assets constituting Term Loan Priority Collateral (as defined
in the Intercreditor Agreement) will be located, then such Loan Party shall, upon Agent’s request (at direction for the Required
Lenders), within sixty (60) days following the Closing Date or execution of such lease, as applicable, use commercially reasonable
efforts to obtain from the applicable landlord and deliver to Agent a Collateral Access Agreement with respect to such lease, in
form and substance reasonably satisfactory to Agent and Required Lenders; provided that no Loan Party shall be deemed in breach
of this provision if the applicable landlord does not execute or deliver such Collateral Access Agreement.


 


(b)       [reserved].




 


(c)       Subject
to the terms and conditions and other rights set forth in the Intercreditor Agreement, upon the acquisition by Loan Party
after the date hereofClosing
Date of any fee interest in any real property (wherever located) (each such interest, a “New
Facility”) with a Current Value (as defined below) in excess of $500,000, promptly so notify Agent, setting forth
with reasonable specificity a description of the interest acquired, the location of the real property, any structures or
improvements. For purposes of this Section 6.14(c), the “Current Value” shall be calculated as the
greater of (i) either an appraisal or such Loan Party’s good-faith and reasonable estimate of the current fair market
value of such real property and (ii) the value of such real property at the time of its acquisition. Agent (at the direction
of the Required Lenders) shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property
Deliverables) with respect to any such New Facility with a Current Value in excess of $500,000. Upon receipt of such notice
requesting a Mortgage (and any other Real Property Deliverables), the Loan Party that has acquired such New Facility shall
promptly furnish the same to Agent within ninety (90) days of such Loan Party’s receipt of such notice. The Borrower
shall pay all actual fees and out-of-pocket expenses, including, without limitation, reasonable attorneys’ fees and
expenses, and all customary title insurance charges and premiums, in connection with each Loan Party’s obligations
under this Section 6.14(c).


 


6.15       Inspections
and Rights to Consult with Management. Agent and Lenders shall have the inspection rights provided in Section 4.5 of
this Agreement. In addition, the Loan Parties shall permit any representative of the Agent or the Lenders to meet, at reasonable
times and upon reasonable notice, with management and officers of the Loan Parties and their Subsidiaries at least once per calendar
quarter (unless an Event of Default is continuing, in which case such additional meetings as requested shall be permitted).


 


6.16       Privacy
and Data Security. The Loan Parties and their Subsidiaries shall, at all times, remain in compliance in all material respects
with all applicable United States and international privacy and data security laws and
regulations including GDPR (to the extent applicable).


 




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6.17       Deposit
Accounts/Securities Accounts. Except for Excluded Accounts, prior to opening any Deposit Account or Securities Account after
the Closing Date, subject to the Intercreditor Agreement, each Loan Party shall first notify Agent and not deposit any funds or
securities into such account until such account is subject to a Control Agreement in favor of Agent, whereupon, Borrower shall
update the Disclosure Letter to include such new account.


 


6.18       Operating
Covenants. Borrower shall (x) provide evidence of initial commercial production of renewable diesel by February 28, 2023 (the
“Commercial Operations Date”) and (y) agrees to complete, or cause all the Project Milestones to be completed and submitted
(as applicable) not later than the dates set forth Schedule 6.18; provided that the Lenders and the Borrower agree to use commercially
reasonable efforts to agree to reasonable extensions to the Commercial Operations Date and any remaining Project Milestone should
the Commercial Operations Date or Project Milestones become unachievable due to causes, in each case, which (i) are directly related
to the achievement of the Commercial Operations Date and/or the relevant Project Milestone, whether related to the operation of
the Mobile Refinery or the Renewable Diesel Project and (ii) are beyond Borrower’s or any other Loan Party’s control,
including, but not limited, to:


 


(a)       Acts
of God, lightning, epidemics, pandemics (including, without limitation, COVID-19), floods, fires, earthquakes, other natural disasters,
explosions or storm; transportation difficulties, unplanned outages, breakdown of necessary equipment, power outages, strikes,
lockouts or other industrial disturbances;


 


(b)       wars,
invasions, boycotts, terrorist activities, or any law, rule, order or action of any court or instrumentality of the federal, state
or local government or any foreign government; and


 


(c)       exhaustion,
reduction, or unavailability or delay in delivery of any material or product necessary in the manufacture of renewable diesel.


 


6.19        Post-Closing
Matters. Each Loan Party agrees to complete, or cause all of the items, matters and documents set forth in Schedule 6.19 to
be completed, executed and delivered (as applicable) not later than the dates and times set forth in the Schedule 6.19.


 


		6.20	Most Favored Lender.



 


(a)       If,
on any date on or after the Closing Date, Parent or any of the other Loan Parties enters into, assumes or otherwise becomes bound
or obligated under any agreement, document or instrument creating or evidencing any Indebtedness above the Threshold Amount or
under which any Indebtedness is outstanding or may be incurred by any Loan Party, or amends any agreement, document or instrument
(whether in effect on or after the Closing Date) creating or evidencing any Indebtedness or under which any Indebtedness is outstanding
or may be incurred by any Loan Party, in each case in excess of the Threshold Amount (such Indebtedness, the “Subject
Indebtedness”), that contains one or more Additional Covenants (including, for
the avoidance of doubt, as a result of any amendment to any such agreement, whether or not in effect on the date
hereofClosing Date, causing it to contain
one or more Additional Covenants), then, concurrently therewith, (i) the Borrower will notify the Agent and the Required Lenders
thereof, and (ii) whether or not the Borrower provides such notice, the terms of this Agreement shall, without any further action
on the part of the Borrower, the Agent or any Lender, be deemed to be amended automatically to include each Additional Covenant,
including any applicable equity cure right under such Subject Indebtedness in this Agreement.


 




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(b)       The
Loan Parties further covenant to promptly execute and deliver at their expense (including, without limitation, the fees and expenses
of counsel for the Agent and the Lenders) an amendment to this Agreement in form and substance reasonably satisfactory to the Agent
and the Required Lenders evidencing any amendment of this Agreement pursuant to this Section 6.20 to include such Additional
Covenants in this Agreement, provided that the execution and delivery of such amendment shall not be a precondition to the
effectiveness of such amendment as provided for in this Section 6.20, but shall merely be for the convenience of the parties
hereto.


 


		7.	Negative Covenants.



 


Each Loan
Party covenants and agrees that until the full and complete payment of the Obligations (other than inchoate indemnity obligations)
in cash and termination of the Term Loan Commitment, such Loan Party (and will cause each of its Subsidiaries to) will not do any
of the following:


 


7.1          Chief
Executive Office; Location of Collateral. During the continuance of this Agreement, change the state of formation, chief executive
office or principal place of business or remove or cause to be removed, except in the ordinary course of a Loan Party’s business,
the Collateral or the records concerning the Collateral from the premises listed in Section 2 of the Disclosure Letter without
twenty (20) days prior written notice to Agent, provided that any such removal of a Loan Party’s Collateral may not be to
a location outside of the United States without Agent’s (at direction for the Required Lenders) and Required Lenders’
prior written consent.


 


7.2          Extraordinary
Transactions and Disposal of Collateral. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, a
“Transfer”), all or any Collateral, other than: (i) Inventory in the ordinary course of business
(including with respect to consignment arrangements with respect to such Inventory and any disposition or transfer of any
Inventory pursuant to the terms of any Indebtedness under clauses (r) and (s) of the definition of Permitted Indebtedness);
(ii) Transfers of surplus, worn-out or obsolete equipment, Vehicles, Rolling Stock and similar assets; (iii) uses of cash and
Cash Equivalents not prohibited under this Agreement, (iv) Transfers consisting of or made in connection with Permitted Liens
and Permitted Investments and Restricted Payments, to the extent permitted under Section 7.16, (v) the issuance,
transfer or sale of stock of Parent and Permitted Equity Issuances, (vi) other assets of Parent or any other Loan Party the
fair market value of which do not in the aggregate exceed $1,000,000 in any fiscal year or (vii) the Used Motor Oil Asset
Divestiture (collectively, the “Permitted Transfers”). Except for the pledge of its interests in the
Equity Interest of any of its Subsidiaries in compliance with the provisions of this Section 7.2, no Loan Party shall,
nor shall it permit any of its Subsidiaries
to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries,
except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell,
assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Loan Party
(subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable
law.


 




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7.3          Restructure.
(i) Without providing not less than twenty (20) days advance written notice to Agent, change its name, type of organization, or
jurisdiction of formation, (ii) suspend operation of its business or permit any Subsidiary to suspend operations of its business
(other than in connection with a dissolution permitted pursuant to Section 7.3(vi)), (iii) engage in any business other
than the businesses currently engaged in by Parent and its Subsidiaries, and any business substantially similar or related thereto
(except for the conversion of a portion of the Mobile Refinery to renewable diesel); (iv) experience a departure of a Responsible
Officer, without providing Agent a written notice within 10 days after the occurrence of such departure; (v) without Agent’s
and Required Lenders’ prior written consent, change the date on which its fiscal year ends; (vi) permit any Loan Party to
liquidate or dissolve (other than the liquidation or dissolution of Subsidiaries that (x) are not Loan Parties or (y) whose assets
are transferred to Borrower or another Loan Party at the time of such liquidation or dissolution) or (vii) consummate or permit
any Subsidiary to consummate any transaction or series of related transactions (provided such transactions are otherwise permitted
under this Agreement) in which the stockholders of Parent or such Subsidiary, as applicable, who were not stockholders immediately
prior to the first such transaction own more than fifty percent (50%) of the voting Equity Interests of a Loan Party, including
the Borrower, or a Subsidiary, as applicable, immediately after giving effect to such transaction or related series of such transactions.


 


7.4          Liens.
Create, incur, assume or suffer to exist any Lien with respect to any of Collateral, except for Permitted Liens.


 


7.5          Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness other than Permitted Indebtedness without Required Lenders’ prior
written consent.


 


7.6          Investments.
Directly or indirectly make any Investment other than a Permitted Investment without Required Lenders’ prior written consent.


 


		7.7	[Reserved].



 


7.8          Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of any Loan
Party after the Closing Date except for (i) ordinary course compensatory transactions and agreements (including employment agreements
and benefit plans) with officers and directors, (ii) transactions that are in the ordinary course of the Loan Party’s business,
on material terms no less favorable to such Loan Party than could be obtained in an arm’s length transaction with a non-affiliated
Person, (iii) transactions between or among Loan Parties, (iv) equity financings, the Existing Convertible Notes or Subordinated
Debt with the Loan Party’s investors (or their Affiliates), as permitted hereunder, (v) the
issuance or transfer of Qualified Equity Interests, as permitted hereunder, and (vi) other transactions approved by the Required
Lenders in writing.


 




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7.9          Stock
Certificates. For any Loan Party (other than Parent) for which such Loan Party’s parent’s ownership interest is
not evidenced by a certificate, allow such Subsidiary Guarantor to certificate such ownership interest without Agent’s (at
direction for the Required Lenders) and Required Lenders’ prior written consent, which consent may be conditioned upon requiring
such Subsidiary Guarantor to execute and deliver a Collateral Pledge Agreement satisfactory to Agent and Required Lenders.


 


7.10       Compliance.
Become an “investment company” under the Investment Company Act of 1940 or undertake as one of its important activities
extending credit to purchase or carry margin stock, or use the proceeds of the Term Loan for that purpose; except as could not
be reasonably expected to have a Material Adverse Effect, fail to meet the minimum funding requirements of ERISA with respect to
any Pension Plan or permit an ERISA Event or a Prohibited Transaction (as such term is defined in Section 406 of ERISA and Section
4975 of the Internal Revenue Code) to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law
or regulation, if the violation could reasonably be expected to have a Material Adverse Effect.


 


7.11       Deposit
Accounts. Maintain any Deposit Accounts or Securities Accounts except accounts respecting which Agent has obtained a Control
Agreement, provided however, that the Loan Parties may maintain Excluded Accounts without them being subject to a Control Agreement.


 


7.12       Equipment.
Subject to the rights, terms and conditions set forth in the Intercreditor Agreement, store equipment constituting Collateral with
a bailee, warehouseman, or other third party where the aggregate amount of such equipment constituting Collateral with such bailee,
warehouseman or other third party shall be in excess of 5% of the Loan Parties’ aggregate equipment for a period of ninety
(90) days or longer (other than those entities for which such Loan Party has delivered a Collateral Access Agreement pursuant to
Section 6.14).


 


7.13       Restrictions
on Use of Proceeds. Directly or Knowingly indirectly use any part of the Term Loan to (a) make any payments to a Sanctions
Target, to fund any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctions Target, to
fund any operations, activities or business of a Sanctions Target, or in any other manner that would result in a violation of Sanctions
applicable to any party hereto or (b) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.


 


7.14       Accounting
Changes; Change in Nature of Business; Foreign Operations. Change the Parent’s or any Loan Party’s accounting and
financial reporting practices as in effect as of the Closing Date in any material respect, except for any changes made in accordance
with GAAP, without the prior written consent of the Agent (at the direction of the Required Lenders) or engage in any material
line of business other than a Similar Business or hold a material portion of its Property that would otherwise be required pursuant
to the Loan Documents to become subject to a fully perfected Lien
in favor of the Agent in a foreign jurisdiction.


 




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7.15       Burdensome
Agreements. Enter into any Contractual Obligation that (x) limits the ability of the Borrower or any Guarantor to create, incur,
assume or suffer to exist any Lien upon any of its property to secure the Obligations hereunder or (y) limits the ability of any
Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any
Guarantor; provided, however, that the foregoing clause shall not apply to Contractual Obligations which:


 


(a)       solely
in the case of clause (y) of this Section 7.15, exist on the Closing Date and (to the extent not otherwise permitted by
this Section 7.15) are listed on Schedule 7.15;


 


(b)       are
binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Parent, so long as such Contractual Obligations
were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower;


 


(c)       arise
in connection with covenants in documents creating Permitted Liens prohibiting further Liens on the properties encumbered thereby;


 


(d)       arise
in connection the Intermediation Facility Documents or any Permitted Indebtedness (including negative pledges and restriction on
Liens in favor of any holder of Permitted Indebtedness, Permitted Investments or Restricted Payments permitted by this Agreement);


 


(e)       arise
in connection with any Permitted Transfer solely with respect to the assets that are the subject of such Transfer;


 


(f)        are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the assets subject thereto;


 


(g)       are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent or any Subsidiary;


 


(h)       are customary limitations (including financial maintenance
covenants) existing under or by reason of leases entered into in the ordinary course of business;


 


(i)        are
restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business;


 


(j)        are customary provisions restricting assignment of any agreements;




 


(k)       arise
in connection with any Contractual Obligations that relate to Excluded Property;


 




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(l)        arise
in connection with Applicable Law, rule, regulation, order, approval, license, permit or similar restriction (whether or not existing
on the Closing Date) or are mandated by any Governmental Authority;


 


(m)      customary provisions in Hedging Agreements;




 


(n)       customary
provisions in joint venture agreements and other similar agreements to the extent permitted hereunder; or


 


(o)       are
set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing of the Contractual Obligations referred to in clauses (a) through (n) above; provided, that such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment
of the Borrower, not materially less favorable to the Loan Party with respect to such limitations than those applicable pursuant
to such Contractual Obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing.


 


7.16       Restricted
Payments; Prepayments of certain Indebtedness. (a) Declare or make, directly or indirectly, any Restricted Payment, or incur
any obligation (contingent or otherwise) to do so, and except that:


 


(i)        each
Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their
respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;


 


(ii)       Parent may make Permitted Tax Distributions;




 


(iii)       (A)
Parent and each Subsidiary may declare and make dividend cashless payments or other distributions
payable solely in common Equity Interests of such Person; and (B)
Parent may acquire Existing Convertible Notes in exchange for its common Equity Interests;


 


(iv)       So
long as no Default or Event of Default has occurred and is continuing
or would occur as a result of making such Restricted Payment, Parent may make Restricted Payments, from time to time, constituting
either (a) the open market or negotiated repurchase, redemption (to the extent such redemption is in accordance with the
Existing Convertible Notes Indenture) or acquisition by tender
offer or exchange offer of Existing Convertible Notes and/or (b) the repurchase
of Parent’s then outstanding Equity Interests; provided, that the aggregate cash portion of any such Restricted Payments
made pursuant to this clause (iv) shall not exceed (A) $20,000,000 plus (B) an additional amount determined by Parent from time
to time so long as in the case of this clause (B), the (x) Consolidated Liquidity of the Loan Parties is not less than $75,000,000
on a pro forma basis immediately after giving effect to the applicable Restricted Payment and (y) Parent shall provide notice
to the Agent prior to making any such payment, which notice
shall demonstrate pro forma compliance with clause (x) after giving effect to such payment;
provided further that in connection with an Optional Redemption (as defined in the Existing Convertible Notes Indenture)
of the Existing Convertible Notes, the requirements of this clause (iv) shall be required to be satisfied at the time Parent delivers
a notice of such Optional Redemption to a holder of the Existing Convertible Notes and the notice provided by Parent to the Agent
pursuant to clause (y) shall be accompanied by an officer’s certificate of Parent to the Agent certifying to compliance
with the condition set forth in clause (x) of this clause (iv), including a reasonably detailed calculation of Consolidated Liquidity
on the applicable redemption date on a pro forma basis after giving effect to all payments of the amounts due on the applicable
redemption date and to all circumstances then reasonably known to the Loan Parties at the time of such certification. For the
avoidance of doubt, unless Parent otherwise specifies, any basket capacity available under clause (B) of the proviso of this Section
7.16(a)(iv) shall be deemed to be used prior to any basket capacity in clause (A)
of such proviso;


 




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(v)       Parent
may make Restricted Payments constituting either (a) cash payments (including
interest payments) with respect to the Existing Convertible Notes required to be made to Holders pursuant to the terms of the
Existing Convertible Notes Indenture (and, for the avoidance of doubt, not cash payments which are at the option of Parent including,
without limitation, pursuant to an Optional Redemption or repurchase of the Existing Convertible Notes which, in each case, shall
only be permitted to the extent permitted under clause (iv) above regardless of whether redemption notice has been delivered to
the holders of the Existing Convertible Notes under the Existing Convertible Notes Indenture) or (b) conversions into Equity Interests
of the Parent at the option of a Holder of the Existing Convertible Notes, in each case, as set forth in the Existing
Convertible Notes Indenture;


 


(vi)       (iv)
Restricted Payments in connection with the Warrants, the Warrant Agreement, the Additional
Warrant Agreement and the Registration Rights Agreement; and
the Existing Convertible Notes;


 


(vii)      Restricted
Payments permitted under subclauses (x), (y) or (z) of clause (b) below.


 


provided,
however, that notwithstanding the foregoing, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly,
make any Restricted Payment to any parent company of Parent other than as provided in clauses (ii) and,
(iii) and (iv) of this Section 7.16(a).


 


Notwithstanding
anything herein to the contrary, no amount shall be permitted to be distributed by any Loan Party to pay, or otherwise in connection
with, any Tax resulting from the cancellation or discharge of Indebtedness.


 


(b)       Directly or indirectly, purchase, redeem, refinance, convert, exchange, settle, acquire for value, defease or prepay any principal
of, premium, if any, interest or any other amount payable in respect of any Indebtedness prior to its scheduled maturity, other
than (x) the Secured Obligations, (y) Permitted Indebtedness (other
than the Existing Convertible Notes any Subordinated Debt or any unsecured Indebtedness for borrowed money), or (z)
make any payment with
respect to any Subordinated Debt except in accordance with the terms of the applicable Subordination Agreement. No Loan Party
(nor any Subsidiary thereof) may make any “earn-out” payments or other similar payments if a Default or Event of Default
exists at the time of such payment or would arise after giving effect to any such payment, unless such payment is made with common
Equity Interests of Parent. Borrower shall provide notice to the Agent prior to making any such payment, which notice shall demonstrate
pro forma compliance with Section 7.167.19
after giving effect to such payment. For greater clarity,
any payments (including any Restricted Payments) of or with respect to the Existing Convertible
Notes shall be governed by clause (a) above, and if permitted thereby, such payments shall also be permitted under this clause
(b).


 




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7.17       Amendments
or Waivers of Certain Related Agreements. (a) To the extent adverse to the rights of the Lenders, agree to any amendment,
restatement, supplement or other modification to, any of its rights under any Related Agreement (other than any Intermediation
Facility Documents) after the Closing Date without in each case obtaining the prior written consent of Agent (at direction for
the Required Lenders) and Required Lenders to such amendment, restatement, supplement or other modification or waiver or (b) (x)
except as permitted under the Intercreditor Agreement, agree to any amendment, restatement, supplement or other modification to,
or waiver of, any of its rights under any Intermediation Facility Documents or (y) to the extent materially adverse to the rights
of the Lenders, agree to amend or modify any Intermediation Facility Documents that would have the effect of changing the definition
of Independent Amount (as defined in the Independent Amount Letter (as defined in the Intercreditor Agreement) as in effect on
the date hereofClosing
Date) or any component definition or component calculation thereof.


 


7.18       Activities
of Parent. In respect of Parent, (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever,
other than guarantees and obligations under the Loan Documents and any Intermediation Facility Documents; (b) create or suffer
to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral
Documents to which it is a party or Liens permitted pursuant to Section 7.4; (c) engage in any business or activity or own
any assets other than (i) directly or indirectly holding 100% of the Equity Interests of each of the Loan Parties and directly
or indirectly holding Equity Interests in the other non-Loan Party Subsidiaries as of the Closing Date; (ii) performing its obligations
and activities incidental thereto under the Loan Documents, and to the extent not inconsistent therewith, the Related Agreements;
(iii) making Restricted Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with
or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any
Equity Interests of any of its Subsidiaries other than as permitted under this Agreement; (f) create or acquire any Subsidiary
or make or own any Investment in any Person other than the Subsidiaries on the Closing Date other than to the extent permitted
by this Agreement; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.


 


7.19       Financial
Covenant. At any time, permit Consolidated Liquidity to be less than $17,500,000 for any period of more than three (3) consecutive
Business Days.


 




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		8.	Events of Default.



 


Any one or more of the following
events shall constitute an “Event of Default” under this Agreement:


 


8.1          Payment
Default. If Borrower or any other Loan Party fails to (a) make any payment of principal or interest on the Term Loan when due,
or (b) pay any other Obligations required under the terms of the Loan Document within three (3) Business Days after such Obligations
are due and payable (which three (3) Business Day cure period shall not apply to payments due on the Maturity Date).


 


8.2          Certain
Covenant Defaults. If Borrower or any other Loan Party or Subsidiary thereof fails to perform any obligation under Section
4.4, Section 6.3, Section 6.4, Section 6.5, Section 6.8, Section 6.10(a), Section 6.11,
Section 6.12, Section 6.17, Section 6.18, Section 6.19 and Section 6.20, or violates any of the covenants contained
in Section 7 of this Agreement.


 


8.3          Other
Covenant Defaults. If Borrower or any other Loan Party or Subsidiary thereof fails or neglects to perform or observe any other
material term, provision, condition, or covenant, or if any representation or warranty made by (or on behalf of) Borrower or any
other Loan Party or any Subsidiary thereof becomes untrue, in each case contained in this Agreement, in any of the Loan Documents,
and as to any default under such other term, provision, condition, covenant, representation or warranty that can be cured, has
failed to cure such default within the earlier of thirty (30) days after Borrower receives notice thereof or any Responsible Officer
of Borrower becomes aware thereof.


 


8.4          Attachment.
If any material portion of the Collateral is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes
into the possession of any trustee, receiver or Person acting in a similar capacity and such attachment, seizure, writ or distress
warrant or levy has not been removed, discharged or rescinded within ten (10) Business Days, or if any Loan Party is enjoined,
restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs,
or if a judgment or other claim becomes a lien or encumbrance upon any material portion of any Loan Party’s assets, or if
a notice of lien, levy, or assessment is filed of record with respect to any Loan Party’s assets by the United States Government,
or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same
is not paid within ten (10) days after such Loan Party receives notice thereof; provided that none of the foregoing shall
constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contesting
by the Loan Parties.


 


8.5          Other
Agreements. If an “event of default”, termination event or similar or equivalent event has occurred and is continuing
under any agreement governing Indebtedness in excess of $3,000,000 to which Parent or a Subsidiary, including Borrower, is a party
with a third party or parties (other than any Intermediation Facility Documents).


 


8.6          Judgments.
If there is entry of a judgment or judgments against any Loan Party, including Borrower, (other than a judgment or judgements covered
by independent third-party insurance as
to which liability has been acknowledged by such insurance carrier) for the payment of money in an amount, individually or in the
aggregate, of at least the Threshold Amount, and the same are not, within thirty (30) days after the entry thereof, vacated or
stayed or bonded pending appeal.


 




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8.7       Misrepresentations.
If any material misrepresentation or material misstatement exists when made or when deemed made in any written warranty, representation,
statement, certificate, or report made to Agent or any Lender by (or on behalf of) any Loan Party or any Responsible Officer of
any Loan Party.


 


8.8       Enforceability.
If any Loan Document shall in any material respect cease to be, or any Loan Party asserts that any Loan Document is not a legal,
valid and binding obligation of the Loan Party that is a party thereto, enforceable in accordance with its terms except for the
termination of such Loan Document pursuant to its terms. If any Subordination Agreement relating to Subordinated Debt shall in
any material respect cease to be a legal, valid and binding obligation, or the holder or holders of Subordinated Debt of an aggregate
amount equal to or greater than the Threshold Amount challenge(s) the legality, validity or binding nature of the Subordination
Agreement to which such Subordinated Debt relates except for the termination of such Subordination Agreement pursuant to its terms.


 


8.9       Involuntary
Bankruptcy. If a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order
for relief in respect of any Loan Party, including Borrower, in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee
(or similar official) of Parent, any Subsidiary, including Borrower, or for any substantial part of its property, or for the winding-up
or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60)
consecutive days or such court shall enter a decree or order granting the relief sought in such proceeding.


 


8.10       Voluntary
Bankruptcy or Insolvency. If any Loan Party, including Borrower, shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary
case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian (or other similar official) of any Loan Party, including Borrower, or for any substantial part of the Loan Parties’
property, or shall make a general assignment for the benefit of creditors, or shall take any corporate action in furtherance of
any of the foregoing.


 


8.11       Insolvency.
If the Loan Parties and their Subsidiaries, individually and collectively, become Insolvent.


 


8.12       Cross
Default. If an “event of default”, termination event or similar or equivalent event has occurred and is continuing
under any Intermediation Facility Documents.


 


8.13       ERISA.
The occurrence of any of the following events that would reasonably be expected to result in a Material Adverse Effect: (i) an
ERISA Event, or (ii) a Loan Party or any ERISA Affiliate
fails to pay when due, after the expiration of any applicable grace period, any installment payment under Section 4219 of ERISA
with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan.


 




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		8.14	Change of Control. There occurs any Change of Control.



 


8.15       Collateral
Documents. Any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason
cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on any material portion of the Collateral
purported to be covered thereby, or any Loan Party shall assert the invalidity of such Liens.


 


8.16       Intercreditor
and Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated
Debt to which it is a party (the “Subordination Provisions”) governing Subordinated Debt above the Threshold
Amount shall terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable
Subordinated Debt (ii) any of the intercreditor, subordination, standstill, payover and insolvency related provisions of the Intercreditor
Agreement (“Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease
to be legally valid, binding and enforceable against any holder of the applicable Indebtedness or (iii) Parent, the Borrower or
any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability
of any of the Subordination Provisions or Intercreditor Provisions, (B) that the Subordination Provisions or Intercreditor Provisions,
as the case may be, exist for the benefit of the Agent and the Secured Parties or (C) that all payments of principal of or premium
and interest on the applicable Subordinated Debt, any Intermediation Facility, as the case may be, or realized from the liquidation
of any property of any Loan Party and/or the exercise of rights or remedies with respect to the Collateral, shall be subject to
any of the Subordination Provisions or Intercreditor Provisions, as the case may be.


 


8.17       Loss
of Material Contracts. The loss, termination or modification of, or default under, any Material Contract (unless otherwise
replaced on terms not adverse to the interests of the Loan Parties or the Lenders), if such loss, termination, modification or
default could reasonably be expected to result in a Material Adverse Effect.


 


		9.	Agent and Lenders’ Rights and Remedies.



 


9.1         Rights
and Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent shall have the rights, options,
duties and remedies of a secured party as permitted by, and in accordance with, Applicable Law and, in addition to and without
limitation of the foregoing, Agent may (and not any Lender without Agent’s written consent), at its election, without notice
of election and without demand, and at the direction of the Required Lenders shall, do any one or more of the following, all of
which are authorized by the Loan Parties, in each case subject to the terms of the Intercreditor Agreement:


 


(a)       Declare
all Obligations, whether evidenced by this Agreement, or by any of the other Loan Documents, including the outstanding
principal amount of, and accrued interest on, the Term Loan, immediately due and payable (provided that upon the
occurrence of an Event of Default described in Section 8.9
or 8.10 all Obligations shall become immediately due and payable without any action by Agent);


 




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(b)       Make
such payments and do such acts as Agent considers necessary or reasonable to protect its security interest in the Collateral. The
Loan Parties agree to assemble the Collateral if Agent so requires, and to make the Collateral available to Agent as Agent may
designate. Each Loan Party authorizes Agent to enter the premises where the Collateral is located, to take and maintain possession
of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien which in Agent’s determination
appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith; with respect
to any of Loan Parties’ owned premises, each Loan Party hereby grants Agent, subject to any rights of third parties, a license
to enter into possession of such premises and to occupy the same, without charge in order to exercise any of Agent’s rights
or remedies provided herein, at law, in equity, or otherwise;


 


(c)       Set
off and apply to the Secured Obligations any and all Indebtedness at any time owing to or for the credit or the account of Borrower;


 


(d)       Ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein)
the Collateral;


 


(e)       Deliver
a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or
similar agreement providing control of any Collateral:


 


(f)        Sell
the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms,
in such manner and at such places (including the Loan Parties’ premises) as Agent determines are commercially reasonable;


 


(g)       Agent may credit bid and purchase at any public sale; and




 


(h)       For
the purpose of enabling the Agent to exercise rights and remedies under this Section 9.1 (including in order to take possession
of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to
purchase any Collateral) at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, the Loan Parties
hereby grant to the Agent, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other
compensation to such Loan Party), including in such license the right to sublicense, use and practice any Intellectual Property
now owned or hereafter acquired by such Loan Party and access to all media in which any of the licensed items may be recorded or
stored and to all software and programs used for the compilation or printout thereof.


 


Any deficiency that exists after disposition of the
Collateral as provided above will be paid immediately by Borrower.


 


9.2         Waiver
by the Loan Parties. Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by
law, each Loan Party covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of,
any stay or extension of law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of
or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior
to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any
court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter
made or enacted by any state or otherwise to redeem the Property so sold or any part thereof, and, to the full extent legally permitted,
except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except
decree or judgment creditors of such Loan Party acquiring any interest in or title to the Collateral or any part thereof subsequent
to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize
any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Agent, but
will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted.


 




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9.3       Effect
of Sale. Subject to Applicable Law, any sale, whether under any power of sale hereby given under this Article 9 or by
virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law
or in equity, of each Loan Party in and to the Property sold, and shall be a perpetual bar, both at law and in equity, against
such Loan Party, its successors and assigns, and against any and all Persons claiming the Property sold or any part thereof under,
by or through such Loan Party, its successors or assigns. The timing of any foreclosure sale of Collateral shall be deemed reasonable
provided that Agent gives at least ten (10) days advance notice of the initial date set for such foreclosure sale.


 


9.4       Power
of Attorney in Respect of the Collateral. The Loan Parties do hereby irrevocably appoint Agent (which appointment is coupled
with an interest) effective only on the occurrence and during the continuance of an Event of Default, the true and lawful attorney
in fact of such Loan Party with full power of substitution, for it and in its name: (a) to ask, demand, collect, receive, receipt
for, sue for, compound and give acquittance for any and all rents, issues, profits, avails, distributions, income, payment draws
and other sums in which a security interest is granted under Article 4 with full power to settle, adjust or compromise any
claim thereunder as fully as if Agent were such Loan Party itself, (b) to receive payment of and to endorse the name of such Loan
Party to any items of Collateral (including checks, drafts and other orders for the payment of money) that come into Agent’s
possession or under Agent’s control, (c) to make all demands, consents and waivers, or take any other action with respect
to, the Collateral, (d) in Agent’s discretion (at direction for the Required Lenders) to file any claim or take any other
action or proceedings, either in its own name or in the name of such Loan Party or otherwise, which Agent (at direction for the
Required Lenders) may reasonably deem necessary or appropriate to protect and preserve the right, title and interest of Agent in
and to the Collateral, (e) to sign an amendment to any Loan Document if such Loan Party is obligated, but fails, to do so, (f)
in the case of any Intellectual Property owned by or licensed to any Loan Party, execute, deliver and have recorded any document
that the Agent may request to evidence, effect, publicize or record the Agent’s security interest in such Intellectual Property
and the goodwill and general intangibles of such Loan Party relating thereto or represented thereby, (g) assign any Intellectual
Property owned by any Loan Party or any licenses of any Loan Party throughout the world on such terms and conditions and in such
manner as the Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate
or record such assignment or (h) to otherwise act with respect
thereto as though Agent were the outright owner of the Collateral.


 




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9.5       Lender
Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities as
required under the terms of this Agreement, then Agent and/or any Lender may do (but shall not be required to do) any or all of
the following: (a) make payment of the same or any part thereof; (b) set up such reserves as Agent or such Lender, as applicable,
deems necessary to protect Agent and Lender from the exposure created by such failure; or (c) obtain and maintain insurance policies
of the type discussed in Section 6.8 of this Agreement, and take any action with respect to such policies as Agent or such
Lender, as applicable, deems prudent. Any amounts paid or deposited by Agent or such Lender, as applicable, shall constitute Lender
Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall
be secured by the Collateral. Any payments made by Agent or such Lender shall not constitute an agreement by Agent or any Lender
to make similar payments in the future or a waiver by Agent of any Event of Default under this Agreement.


 


9.6       Remedies
Cumulative. Agent’s and each Lender’s rights and remedies under this Agreement, the other Loan Documents, and all
other agreements shall be cumulative. Agent and Lenders shall have all other rights and remedies not inconsistent herewith as provided
under the Code, by law, or in equity, provided however, that Lender must first obtain Agent’s written consent before exercising
any such rights and remedies. No exercise by Agent or Lenders (to the extent authorized by Agent) of one right or remedy shall
be deemed an election, and no waiver by Agent, for itself or on behalf of Lenders, of any Event of Default on any Loan Party’s
part shall be deemed a continuing waiver. No delay by Agent or Lenders shall constitute a waiver, election, or acquiescence by
such party.


 


9.7       Reinstatement
of Rights. If Agent (or a Lender with Agent’s written consent) shall have proceeded to enforce any right under this Agreement
or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceedings shall have been discontinued or abandoned
for any reason or shall have been determined adversely, then and in every such case (unless otherwise ordered by a court of competent
jurisdiction), Agent and Lenders shall be restored to their former position and rights hereunder with respect to the Property subject
to the security interest created under this Agreement.


 


9.8       Share
Collateral. The Loan Parties recognize that Agent may be unable to effect a public sale of any or all the Collateral comprising
shares of Parent’s Subsidiaries that constitute Collateral (the “Shares”), by reason of certain prohibitions
contained in federal securities laws and any other applicable securities laws or otherwise, and may be compelled to resort to one
or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire
such securities for their own account for investment and not with a view to the distribution or resale thereof or other applicable
restrictions. The Loan Parties acknowledge and agree that any such private sale may result in prices and other terms less favorable
than if such sale were a public sale and, notwithstanding such circumstances, agree that any such private sale shall be deemed
to have been made in a commercially reasonable manner. Agent or any other holder of the Shares shall be under no obligation to
delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register
such securities for public sale under federal securities laws or under applicable state or foreign securities laws. Notwithstanding
the foregoing, Agent shall use commercially reasonable efforts with respect to such sale and the price and terms of such sale.


 




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9.9          Payments
after an Event of Default. Notwithstanding any contrary provision set forth herein or in any other Loan Document, (i) during
the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments
received by Agent in respect of any Obligation in accordance with clauses first through sixth below; and (ii) all payments made
by Loan Parties to Agent after any or all of the Obligations under the Loan Documents have been accelerated (so long as such acceleration
has not been rescinded) or have otherwise matured, including proceeds of Collateral, shall be applied as follows:


 


first,
to payment of costs, expenses and indemnities, including attorney costs, of Agent payable or reimbursable by the Loan Parties under
the Loan Documents


 


second,
payment of any other Lender Expenses, including costs, expenses, indemnities and attorney costs, of Lenders payable or reimbursable
by the Loan Parties under this Agreement;


 


third,
to payment of that portion of the Secured Obligations constituting principal and accrued and unpaid interest on the Term Loans,
fees, premiums and scheduled periodic payments, and any interest accrued thereon owed to Agent, any Lender and any Bank Product
Provider, ratably among them in proportion to the respective amounts described in this clause second payable to them (whether or
not accruing after the filing of any case under any Insolvency Proceeding with respect to any Secured Obligations and whether or
not a claim for such post-filing or post-petition interest, fees, and charges is allowed or allowable in any such proceeding);


 


fourth, any remainder
shall be for the account of and paid to the Borrower.


 


In carrying out the foregoing,
(i) amounts received shall be applied to each category in the numerical order provided until exhausted prior to the application
to the immediately succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount
equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.


 


		10.	Waivers; Indemnification.



 


10.1       Demand;
Protest. Except as otherwise provided in this Agreement, Borrower waives any demand, protest, notice of protest, notice of
default or dishonor, notice of payment and nonpayment, notice of any default, and any other notices relating to the Obligations
or Agent’s and/or Lenders’ rights and remedies hereunder.


 


10.2       Liability
for Collateral. So long as Agent complies with its obligations, if any, under Section 9207 of the Code, neither Agent nor any
Lender in any way or manner shall be liable or responsible
for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any
cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency,
or other Person whomsoever. All risk of loss, damage or destruction of the Collateral shall be borne by Borrower.


 




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		10.3	Indemnification; Lender Expenses.



 


(a)       General
Indemnity. Each Loan Party shall, jointly and severally, pay, indemnify, and hold Agent and each Lender, and each of their
Related Parties (each, an “Indemnified Person”) harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, charges, claims, expenses or disbursements (including without limitations
reasonable attorney’s fees and settlement costs) of any kind or nature whatsoever arising out of, with respect to, or as
a result of (i) the execution, delivery, enforcement, performance and administration of this Agreement and any other Loan Documents
or the transactions contemplated hereby and thereby, (ii) any actual or alleged presence or Release of Hazardous Materials on or
from any Real Property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries, or any Environmental
Claim or Environmental Liability related in any way to any Loan Party or any of its Subsidiaries, and (iii) with respect to any
investigation, litigation or proceeding (including any case, action or proceeding before any court or other Governmental Authority
relating to bankruptcy, reorganization, insolvency, liquidation, dissolution or relief of debtors or any appellate proceeding)
related to this Agreement or the Term Loan or the use or proposed use of the proceeds thereof, whether or not any Indemnified Person
is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, that Borrower
shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from solely the gross
negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a final, non-appealable
judgment. Paragraph (a) of this Section shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 


(b)       Defense.
At the election of the Required Lenders, each Loan Party shall, jointly and severally, defend such Indemnified Persons in connection
with the Indemnified Liabilities, at the sole cost and expense of Borrower. All indemnity amounts owing under this Section 10.3
shall be paid within thirty (30) days after written demand.


 


(c)       Lender
Expenses. Borrower agrees to promptly pay (a) all Lender Expenses when due, (b) all reasonable out of pocket expenses
incurred by the Agent and the Lenders in connection with the syndication of the Term Loans, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents, or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), and (c) all out of pocket expenses incurred by the Agent or any Lender in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Term Loans made, including all such out of pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Term Loans. Without limiting the foregoing, if
any Loan Party is required to take any action under any Loan Document, such action shall be taken at the expense of such Loan Party.


 




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(d)       Waiver
of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party
hereto hereby waives, any claim against any Indemnified Person or any other party hereto, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby or any Term Loan or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.


 


(e)       Survival.
Each party’s obligations under this Section 10.3 shall survive the termination of the Loan Documents and payment of the obligations
hereunder or the earlier resignation or removal of the Agent.


 


		11.	Notices.



 


Unless
otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered
into in connection herewith shall be in writing and (except for financial statements and other informational documents which shall
be sent by e-mail) shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, by e-mail
or by prepaid facsimile to Borrower, to Agent or to Lender, as the case may be, at their respective addresses set forth below:


 





	If to Borrower:	
        Vertex Refining Alabama LLC


        1331 Gemini, #250


        Houston, Texas 77058


        Attn: Ben Cowart, President


        E-mail: benc@vertexenergy.com

        
	 	 
	
        With a copy to (which


        shall not constitute


        notice):

        	
        Stroock, Stroock & Lavan LLP


        180 Maiden Lane


        New York, New York 10038


        Attn: Brian Rogers


        E-mail: Brogers@stroock.com

        
	 	 
	If to Agent:	
        Cantor Fitzgerald Securities


        1801 N. Military Trail, Suite 202


        Boca Raton, FL 33431


        Attn: N. Horning (Vertex)


        E-mail: nhorning@cantor.com

        
	 	 



 



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	With a copy to:	
        Cantor Fitzgerald Securities


        900 West Trade, Suite 725


        Charlotte, NC 28202


        Attn: Bobbie Young (Vertex)


        E-mail: BankLoansAgency@cantor.com

        
	
        With a copy (which


        shall not constitute


        notice) to:

        	
        Shipman & Goodwin LLP


        One Constitution Plaza


        Hartford, CT 06103


        Attn: N. Plotkin (Vertex)


        E-mail: nplotkin@goodwin.com

        
	 	 
	
        If to the Whitebox


        Lenders:

        	
        Whitebox Advisors LLC


        3033 Excelsior Boulevard, Suite 500


        Minneapolis, MN 55416


        Attn: Andrew Thau and Parker Tornell


        E-mail: AThau@whiteboxadvisors.com,


        ptornell@whiteboxadvisors.com,


        WHB_LoanDocsHedgeFund_Dist@Whiteboxadvisors.com

        
	 	 
	
        With a copy to


        (which shall not


        constitute notice):

        	
        Sidley Austin LLP


        787 7th Avenue


        New York, NY 10019


        Attn: Leslie Plaskon


        E-mail: lplaskon@sidley.com

        
	 	 
	If to the Highbridge	 
	Lenders:	 
	 	Highbridge Capital Management, LLC
	 	277 Park Avenue, 23rd Floor
	 	New York, NY 10172
	 	Attn: Damon Meyer & Steve Ardovini
	 	E-mail: damon.meyer@highbridge.com &
	 	mo-us@highbridge.com
	 	 
	With a copy to	Sidley Austin LLP
	(which shall not	787 7th Avenue
	constitute notice):	New York, NY 10019
	 	Attn: Leslie Plaskon
	 	E-mail: lplaskon@sidley.com
	 	 
	If to the BlackRock	c/o BlackRock Financial Management, Inc.
	Lenders:	 
	 	40 East 52nd Street
	 	New York, NY 10022
	 	Attn: Zachary Viders and William Im
	 	E-mail: zachary.viders@blackrock.com and
	 	William.im@blackrock.com
	 	 



 



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	With a copy to	Clifford Chance US LLP
	(which shall not	31 West 52nd Street
	constitute notice):	New York, NY 10019
	 	Attn: Andrew Young
	 	E-mail: Andrew.Young@CliffordChance.com
	 	 
	With a copy to	c/o BlackRock, Inc.
	(which shall not	Office of the General Counsel
	constitute notice):	40 East 52nd Street
	 	New York, New York 10022
	 	Attention: Lucy Liu
	 	E-mail: LegalTransactions@blackrock.com
	 	 
	If to any other Lender:	At such address provided immediately below such Lender’s
	signature to this Agreement	 




 


The parties hereto may change
the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.


 


		12.	Agent Provisions.



 


		12.1	Appointment and Authorization.



 


(a)       Each
Lender hereby irrevocably appoints Agent to act on its behalf as the administrative agent and collateral agent under the Loan Documents,
and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms of any
of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section
12 are solely for the benefit of the Agent and the Lenders, and neither the Borrower nor any other Loan Party shall have rights
as a third-party beneficiary of any of such provisions. Should any Lender obtain possession or control of any such Collateral,
such Lender shall be deemed to hold such Collateral for the benefit of Agent and each other Lender, shall notify Agent thereof,
and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent.


 



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(b)       Each
Lender hereby authorizes Agent, on behalf of and for the benefit of Lender, to enter into any of the Loan Documents as
secured party, and as Agent for and representative of such Lender thereunder, and each Lender agrees to be bound by the terms
of each such document; provided that Agent shall not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any such document or (ii) release any Collateral (except as otherwise
expressly permitted or required pursuant to the terms of this Agreement or the applicable Loan Document), in the case of each
of clauses (i) and (ii) without the prior consent of Required Lenders (or, if required pursuant to Section 14.4, all
Lenders); provided further, however, that, without further written consent or authorization from Lenders (which may, in
Agent’s sole discretion be evidence by direction by e-mail from the Required Lenders or their counsel (who as of the
Closing Date is Sidley Austin LLP)), Agent may execute any documents or instruments necessary to (a) release any Lien
encumbering any item of Collateral that is the subject of a Transfer of assets permitted by this Agreement or to which
Required Lenders have otherwise consented, (b) release any party from a Guarantor Joinder Agreement if all of the Equity
Interests of such party are Transferred to any Person (other than an Affiliate of a Loan Party) pursuant to a Transfer
permitted hereunder or to which Required Lenders have otherwise consented, (c) subject to Section 14.4, subordinate
the Liens of Agent, on behalf of Lenders, to any other Permitted Lien as certified by a Responsible Officer of the Borrower
or (d) release all Liens in accordance with Section 2.4. Whether or not expressly stated therein, the rights,
privileges and immunities of the Agent set forth herein shall be incorporated by reference, whether or not expressly stated
in such Loan Document. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, Agent and
each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under or
otherwise enforce any Loan Document, it being understood and agreed that all powers, rights and remedies under the Loan
Documents may be exercised solely by Agent for the benefit of Lenders and Agent in accordance with the terms thereof, and (2)
in the event of a foreclosure by either on any of the Collateral pursuant to a public or private sale, either Agent or any
Lender may be the purchaser of any or all of such Collateral at any such sale and Agent, as agent for and representative of
Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders and Agent
shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations
as a credit on account of the purchase price for any Collateral payable by Agent at such sale. Without limiting the
generality of the foregoing, Agent is hereby expressly authorized to execute any and all documents (including releases) with
respect to (i) the Collateral and the rights of Lenders with respect thereto, as contemplated by and in accordance with the
provisions of the Loan Documents, and (ii) any other Subordination Agreement with respect to any junior or Subordinated
Debt.


 


(c)       Upon
receipt of any notice, agreement or other document required to be delivered to Agent hereunder, Agent shall immediately deliver
such notice, agreement or other document to the Lenders.


 


12.2       Agent
in Individual Capacity; Lender as Agent. The Person serving as Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include each such Person serving as Agent
hereunder in its individual capacity. The exculpatory provisions contained in this Article 12 shall not relieve a Person
acting as Agent from its obligations as a Lender to the extent that such Agent is also a Lender.


 


12.3       Exculpatory
Provisions. Agent shall have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting
the generality of the foregoing, Agent shall not:


 




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(a)       be
subject to any fiduciary or other implied duties, regardless of whether any Default or any Event of Default has occurred and is
continuing;


 


(b)       have
any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated by the Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders, provided
that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability
or that is contrary to any Loan Document or Applicable Law; and


 


(c)       except
as expressly set forth in the Loan Documents, have any duty to disclose, and Agent shall not be liable for the failure to disclose,
any information relating to Parent, the Borrower or any of its Affiliates that is communicated to or obtained by any Person serving
as Agent or any of its Affiliates in any capacity.


 


Agent shall (i) provide Lenders
a copy of material written information its receives from Borrower promptly on receipt, it being understood that Agent anticipates
that there will be a significant amount of email correspondence, much of which will not be material and therefore will not be relayed
to Lenders, and (ii) endeavor to keep Lenders generally apprised of important non-written information Borrower communicates to
Agent.


 


		12.4	Exculpation; Limitation of Liability.



 


(a)       Agent
shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or as
Agent shall believe in good faith shall be necessary, under the circumstances or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a final, non-appealable decision by a court of competent jurisdiction.


 


(b)       Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with the Loan Documents, (ii) the contents of any certificate, report or other document delivered under any of
the Loan Documents, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth
in any of the Loan Documents, (iv) the validity, enforceability, effectiveness or genuineness of any of the Loan Documents or any
other agreement, instrument or document, (v) shall not be deemed to have made any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of Agent’s Lien thereon, or any certificate
prepared by any Loan Party in connection therewith, nor shall Agent be responsible or liable to Lenders for any failure to monitor
or maintain any portion of the Collateral or (vi) the satisfaction of any condition set forth in Article 3 or elsewhere
in the Loan Documents, other than to confirm receipt of items expressly required to be delivered to Agent.


 


(c)       Agent
may rely, and shall be fully protected in acting, or refraining to act, upon, any resolution, statement, certificate, instrument,
opinion, report, notice, request, consent, order, bond or other paper or document that it has no reason to believe to be other
than genuine and to have been signed or presented by the proper party or parties or, in the case of emails, cables, telecopies
and telexes, to have been sent by the proper party or parties. Agent may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to Agent and conforming to the requirements
of any of the Loan Documents. Agent may consult with counsel (which may be counsel for the Loan Parties), and any opinion or legal
advice of such counsel shall be full and complete authorization and protection in respect of any action taken, not taken or suffered
by Agent under any of the Loan Documents in accordance therewith. Agent shall have the right at any time to seek instructions concerning
the administration of the Collateral from any court of competent jurisdiction. Agent shall not be under any obligation to exercise
any of the rights or powers granted to Agent by the Loan Documents at the request or direction of any Lender unless Agent shall
have been provided by such Lender with adequate security and indemnity against the costs, expenses and liabilities that may be
incurred by it in compliance with such request or direction, and then, only to the extent that such Lender has the right under
the applicable Loan Document to direct Agent to act.


 




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(d)       The
Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into monitor or enforce, compliance
with the provisions relating to Disqualified Institution. Without limiting the generality of the foregoing, the Agent shall not
(x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant
is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Term
Loans, or disclosure of confidential information, to, or the restriction on any exercise of rights or remedies of, any Disqualified
Institution.


 


12.5       Credit
Decisions. Each Lender acknowledges that neither Agent nor any other Lender has made any representation or warranty to it,
and that no act by any Agent or other Lender hereafter taken, including any consent to and acceptance of any assignment or review
of the affairs of Parent, Borrower or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any
Agent or such Lender to any other Lender as to any matter, including whether there has been disclosure of material information
in their possession. Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender and based
on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon the Loan Documents, any related agreement or any document furnished thereunder.


 


12.6       Indemnification.
To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under Section 10.3 to be
paid by it to the Agent (or any sub-agent thereof), each Lender severally agrees to pay to the Agent (or any such sub-agent), such
Lender’s pro rata share according to their respective Term Loan Commitment (provided, that if at such time all Term
Loan Commitments have been terminated, then such Lender’s funded Term Loans, and if the Obligations paid in full, then each
Lender’s pro rata share shall be determined as of the day immediately preceding the date that the Obligations were paid in
full) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such; provided further
that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent
jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The obligations of the Lenders under
this Section 12.6 shall survive in accordance with Section 10.3(e) and are subject to the provisions of Section
2.7(d).


 




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12.7       Successor
Agents. Agent may resign upon thirty (30) days’ notice to the Lenders and Borrower. In addition, the Required Lenders may remove
the Agent at any time upon at least five (5) Business Days’ notice to the Borrower and the existing Agent, with or without cause
and without the consent of the Borrower (provided, the foregoing shall have no effect on the rights of the Borrower in the immediately
succeeding sentence with respect to consent over appointment of a replacement Agent). If Agent shall resign or be removed in its capacity
under this Agreement and the other Loan Documents, then the Required Lenders (with the consent of the Borrower so long as no Event of
Default has occurred and is continuing) shall appoint a successor agent, whereupon such successor agent shall succeed to the rights,
powers and duties of Agent in its capacity, and the term “Agent” shall mean such successor agent effective upon such appointment
and approval, and the former Agent’s rights, powers and duties as Agent in its capacity shall be terminated, without any other
or further act or deed on the part of such former Agent or any of the parties to this Agreement or any Lender. If no applicable successor
agent has accepted appointment as such Agent in its capacity by the date that is thirty (30) days following such retiring Agent’s
notice of resignation or within five (5) Business Days following notice to the Borrower and the existing Agent of such Agent’s
removal by the Required Lenders, such retiring or removed Agent’s resignation or removal, as applicable, shall nevertheless thereupon
become effective and the Required Lenders shall assume and perform all of the duties of such Agent hereunder until such time, if any,
as the Required Lenders appoint a successor agent as provided for above. After any retiring or removed Agent’s resignation or removal
as Agent, as applicable, the provisions of this Article 12 and Section 10.3 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Agent under this Agreement and the other Loan Documents.


 


12.8       Agent
Generally. Except as expressly set forth herein, Agent shall not have any duties or responsibilities hereunder in its capacity
as such.


 


12.9       Reliance.
Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone
message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and
with respect to all matters pertaining to this Agreement or any of the other Loan Documents and its duties hereunder or thereunder,
upon advice of counsel selected by it. Agent shall be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders or all Lenders, as
it deems appropriate, or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and which
may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required
Lenders or all Lenders, as may be required, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders and all future holders of the Term Loans. Such instruction may, in the Agent’s
sole discretion, be delivered by e-mail from the Required Lenders or their counsel, who, as of the date
hereofClosing Date is Sidley Austin LLP,
and the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to
liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may
be in violation of the automatic stay under Debtor Relief Laws.


 




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12.10      Notice
of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless
Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default”. Agent will notify each Lender of its receipt
of any such notice. Agent shall take such action with respect to such Default or Event of Default as may be requested by Required
Lenders (or all such other portion of Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof. Unless
and until Agent has received any such request, Agent may (but shall not be obligated to) take such action or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of Lenders.


 


		12.11	Erroneous Payments.



 


(a)       If
the Agent (x) notifies a Lender, Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any
such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”)
that the Agent has determined in its reasonable discretion (whether or not after receipt of any notice under immediately succeeding
clause (b)) that any funds (as set forth in such notice from the Agent) received by such Payment Recipient from the Agent or any
of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment
Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether
transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually
and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or
a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Agent may
not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 Business
Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all
times remain the property of the Agent pending its return or repayment as contemplated below in this Section 12.11 and held
in trust for the benefit of the Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received
such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter
(or such later date as the Agent may, in its sole discretion, specify in writing), return to the Agent the amount of any such Erroneous
Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received). A notice of the
Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 




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(b)       Without
limiting immediately preceding clause (a), each Lender, Secured Party or any Person who has received funds on behalf of a Lender
or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment
(whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent
(or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement
or in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment
or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any
of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted,
or received, in error or by mistake (in whole or in part), then in each such case:


 


(i)       it
acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed
to have been made (absent written confirmation from the Agent to the contrary) or (B) an error and mistake has been made (in the
case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and


 


(ii)      such
Lender or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any
other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge
of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Agent of
its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the
Agent pursuant to this Section 12.11(b).


 


For the avoidance of doubt,
the failure to deliver a notice to the Agent pursuant to this Section 12.11(b) shall not have any effect on a Payment Recipient’s
obligations pursuant to Section 12.11(a) or on whether or not an Erroneous Payment has been made.


 


(c)       Each
Lender or Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender
or Secured Party under any Loan Document, or otherwise payable or distributable by the Agent to such Lender or Secured Party under
any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Agent
has demanded to be returned under immediately preceding clause (a).


 


(d)       (i)
In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor
in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof)
(and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered
amount, an “Erroneous Payment Return Deficiency”), upon the Agent’s notice to such Lender at any time,
then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be
deemed to have assigned its Term Loans with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted
Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify)
(such assignment of the Term
Loans of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a
cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived
by the Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment
Agreement (or, to the extent applicable, an agreement incorporating an Assignment Agreement by reference pursuant to a
platform such as ClearPar as to which the Agent and such parties are participants) with respect to such Erroneous Payment
Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Term Loans to the Borrower or the Agent (but
the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the
Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such
deemed acquisition, the Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such
Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with
respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the
indemnification provisions of this Agreement which shall survive as to such assigning Lender, (D) the Agent and the Borrower
shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency
Assignment, and (E) the Agent will reflect in the Register its ownership interest in the Term Loans subject to the Erroneous
Payment Deficiency Assignment.


 




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(ii)       Subject to Section 14.1 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower
or otherwise)), the Agent may, in its discretion, sell any Term Loans acquired pursuant to an Erroneous Payment Deficiency Assignment
and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be
reduced by the net proceeds of the sale of such Term Loan (or portion thereof), and the Agent shall retain all other rights, remedies
and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous
Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal
and interest, or other distribution in respect of principal and interest, received by the Agent on or with respect to any such
Term Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Term Loans
are then owned by the Agent) and (y) may, in the sole discretion of the Agent, be reduced by any amount specified by the Agent
in writing to the applicable Lender from time to time.


 


(e)       The
parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that an Erroneous Payment
(or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof)
for any reason, the Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any
Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or
Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation
Rights”) (provided that the Loan Parties’ Secured Obligations under the Loan Documents in respect of the Erroneous
Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Term Loans that have been assigned
to the Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party; provided that this Section
12.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or
accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the
Obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further, that for
the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to
the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised
of funds received by the Agent from the Borrower for the purpose of making such Erroneous Payment.


 




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(f)       To
the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand,
claim or counterclaim by the Agent for the return of any Erroneous Payment received, including, without limitation, any defense
based on “discharge for value” or any similar doctrine.


 


(g)       Each
party’s obligations, agreements and waivers under this Section 12.11 shall survive the resignation or replacement
of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Term Loan Commitments
and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.


 


		12.12	Collateral Matters.



 


(a)       The
Lenders hereby authorize Agent, at the direction of the Required Lenders, to release any Lien granted to or held by the Agent upon
any Collateral (i) upon termination of the Term Loan Commitments and payment and satisfaction of all of the Obligations (other
than contingent indemnification obligations that are not then due and payable) at any time arising under or in respect of this
Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise
disposed of upon the sale or other disposition thereof in compliance with Section 7.2, and (iii) if approved, authorized
or ratified in writing by the Required Lenders or all Lenders, as applicable. Upon request by the Agent at any time, the Lenders
will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section.


 


(b)       No
Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any provision of Sections 4
or 13 of this Agreement. The Lenders understand and agree that all powers, rights and remedies hereunder and under any of the Loan
Documents may be exercised solely by Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof.


 


(c)       Agent
shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of any Lien thereon, or any certificate prepared
by any Loan Party in connection therewith, and the Agent shall not be responsible or liable to the Lenders or any other Secured
Party for any failure to monitor or maintain any portion of the Collateral. Each party to this Agreement acknowledges and agrees
that the Agent shall have no obligation to file financing
statements, amendments to financing statements, or continuation statements, or to perfect or maintain the perfection of any Agent’s
Lien on the Collateral, other than, in each case, as instructed by the Required Lenders or their counsel, together with the form
of such financing statement to be filed.


 




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		13.	Guaranty.



 


		13.1	Guaranty.



 


Each
Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment
and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment,
upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject
to the proviso in this sentence, its “Guaranteed Obligations”); provided that the liability of each Guarantor
individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render
its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions
of any applicable state law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such
indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or
shall be an allowed or disallowed claim under any proceeding or Agent’s books and records showing the amount of the Obligations
shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose
of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity
or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence,
validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating
to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under
this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating
to any or all of the foregoing.


 


		13.2	Rights of Lenders.



 


Each Guarantor
consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting
the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations;
(c) apply such security and direct the order or manner of sale thereof as the Agent and the Lenders in their sole discretion may
determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without
limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might
in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate
as a discharge of such Guarantor.


 




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		13.3	Certain Waivers.



 


Each
Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the
cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other
Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the
Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder;
(d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations,
or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any
security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits
that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor
expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the
Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Secured Obligations.


 


Without
limiting the generality of the foregoing, or of any other waiver or other provision set forth in this Agreement, each Loan Party
waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Agent’s or Lender’s
rights of subrogation and reimbursement against such Loan Party by the operation of Section 580(d) of the California Code of Civil
Procedure or otherwise. Each Loan Party waives all rights and defenses that such Loan Party may have because the Obligations are
secured by Real Property which means, among other things: (i) Agent may collect from any Loan Party without first foreclosing on
any Real Property pledged by a Loan Party; (ii) if Agent or any Lender forecloses on any Real Property pledged by any Loan Party,
the amount of the Obligations may be reduced only by the price for which that Real Property is sold at the foreclosure sale, even
if the Real Property is worth more than the sale price; and (iii) the Agent may collect Obligations from a Loan Party even if Agent,
by foreclosing on any such Real Property, has destroyed any right any Loan Party may have to collect from the other Loan Parties.
This is an unconditional and irrevocable waiver of any rights and defenses any Loan Party may have because the Obligations are
secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section
580a, 580b, 580d or 726 of the California Code of Civil Procedure. Each Loan Party hereby absolutely, knowingly, unconditionally,
and expressly waives any and all claim, defense or benefit arising directly or indirectly under any one or more of Sections 2787
to 2855 inclusive of the California Civil Code or any similar law of California.


 


		13.4	Obligations Independent.



 


The obligations
of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations
and the obligations of any other guarantor, and a separate action may be brought
against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.


 




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		13.5	Subrogation.



 


No Guarantor
shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments
it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly
paid and performed in full and the Term Loan Commitments and the Term Loans are terminated. If any amounts are paid to a Guarantor
in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall
forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.


 


		13.6	Termination; Reinstatement.



 


This Guaranty is a continuing
and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the
Maturity Date. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case
may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right
of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into
by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred
and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation,
rescission, termination or reduction. The obligations of each Guarantor under this Section 13.6 shall survive termination
of this Guaranty.


 


		13.7	Stay of Acceleration.



 


If acceleration
of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor
or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly
and severally, immediately upon demand by the Secured Parties.


 


		13.8	Condition of Borrower.



 


Each Guarantor
acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any
other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other
guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the
Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the
Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information
and any defense relating to the failure to provide the same).


 




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		13.9	Appointment of Borrower.



 


Each of
the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents
and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute
such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion
and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b)
any notice or communication delivered by the Agent or a Lender to the Borrower shall be deemed delivered to each Loan Party and
(c) the Agent or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed
by the Borrower on behalf of each of the Loan Parties. The foregoing appointment and agreement shall terminate upon the foreclosure
of any pledge in favor of the Secured Parties of the direct or indirect equity interest in the Borrower.


 


		13.10	Right of Contribution.



 


The Guarantors
agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against
the other Guarantors as permitted under Applicable Law.


 


		14.	General Provisions.



 


		14.1	Successors and Assigns.



 


(a)       This
Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided,
however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Agent’s and Required
Lenders’ prior written consent, which consent may be granted or withheld in Agent’s and Required Lenders’ sole
discretion.


 


(b)       Each
Lender, subject in the case of the Initial Lenders and their respective Affiliates and Approved Funds (each, a “Lender
Group”) to Section 14.1(f), shall have the right without the consent of and without written notice to Borrower
to sell, assign, transfer, negotiate, or grant participations in all or any part of, or any interest in Lender’s rights and
benefits hereunder and under any Loan Document to a Lender or an Affiliate or Approved Fund of a Lender; provided, that any sale
or assignment of a Lender’s interest in any Loan Document (to a Person other than a Lender or Affiliate or Approved Fund
of a Lender) shall require (a) Agent’s prior written consent, such consent not to be unreasonably withheld, conditioned or
delayed, (b) while no Event of Default exists, the prior written consent of the Borrower, such consent not to be unreasonably withheld,
conditioned or delayed (provided, that, it shall not be unreasonable for the Borrower to withhold, condition or delay consent with
respect to an assignment to a Disqualified Institution; provided, further, that the Borrower shall be deemed to have consented
to any such assignment unless it shall object thereto by written notice to the Agent within five Business Days after written notice
of such assignment shall have delivered to the Borrower), and (c) a minimum of $1,000,000 (which minimum may be waived with consent
of the Agent (at the direction of the Required Lenders) and, unless an Event of Default exists, the Borrower).
Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests
so assigned to an assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and
fully completed by the applicable parties thereto, and, except with respect to an assignee that is a Lender or Affiliate or Approved
Fund of a Lender, such other information regarding such assignee as Agent reasonably shall require, to include, without limitation
for any assignee which is not already a Lender party hereto, an Administrative Questionnaire, all applicable “know your customer”
documentation requested by Agent, and a processing fee of $3,500. No Lender shall sell, transfer, negotiate, or grant participations
in all or any part of, or any interest in Lender’s rights and benefits hereunder and under any Loan Document to any Defaulting
Lender.


 




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(c)       From
and after the date on which the conditions described above have been met and recordation in the Register, as set forth in Section
14.1(d) below, (i) such assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests
assigned to such assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder, (ii)
the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment
Agreement, shall be released from its rights and obligations hereunder (other than those that survived termination pursuant to
Section 14.8 and, for greater certainty, the assigning Lender shall continue to be entitled to the benefits of Section
2.9 with respect to the facts and circumstances existing prior to the date of such assignment) and (iii) upon the request of
such assignee (and as applicable, the assigning Lender), new Notes in the aggregate principal amount of such assignee’s percentage
interest in the Term Loan (and, as applicable, Notes in the principal amount of that portion of the Term Loans retained by the
assigning Lender) shall be executed and delivered to such assignee (and, if applicable, the assigning Lender) and the assigning
Lender shall return to the Borrower any prior Note held by it upon receipt of such new Note (if applicable).


 


(d)       The
Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in Charlotte, North Carolina
a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the applicable
Lenders, and the applicable Term Loan Commitments of, and principal amounts (and stated interest) of the applicable Term Loans
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive absent manifest error, and the Borrower, the Agent and the applicable Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable
prior notice. For clarification, this Section 14.1 shall not apply with respect to any Warrant, as to which assignment,
transfer and other such actions are governed by the terms of the Warrant Agreement or
Additional Warrant Agreement, as applicable.


 



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(e)       Any
Lender may at any time, without the consent of, or notice to, Agent or Borrower, sell to one or more Persons participating
interests in its Term Loans, commitments or other interests hereunder (any such Person, a “Participant”).
In the event of a sale by a Lender of a participating interest to a Participant, (i) such Lender’s obligations
hereunder shall remain unchanged for all purposes, (ii) Borrower and Agent shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations hereunder and (iii) all amounts payable by Borrower
shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. The Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.8 and 2.9 (subject to the
requirements and limitations therein, including the requirements under Section 2.9(g) (it being understood that the
documentation required under Section 2.9(g) shall be delivered to the participating Lender)) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such
Participant shall not be entitled to receive any greater payment under Section 2.8 or 2.9, with respect to any
participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to
receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable
participation. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event
described in Section 14.4 expressly requiring the unanimous vote of all Lenders or, as applicable, all directly and
adversely affected lenders. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary
agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Term Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all
or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of
credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no
responsibility for maintaining a Participant Register.


 


(f)       Each
Lender Group may freely assign up to $4,000,000 in the aggregate with respect to holdings of such Lender Group (the “Free
Trade Amount”) of principal amount of the Term Loan they (or their Affiliates or Approved Funds) funded on the Escrow
Funding Date to a third party non-affiliate of such Lender Group without being subject to the Right of First Offer (as defined
below). Assignments by a member of a Lender Group to another member of such Lender Group or to a member of another Lender Group
shall also not be subject to the Right of First Offer and will not decrease the available Free Trade Amount for such Lender Group.
Any proposed assignment over the Free Trade Amount by any member of a Lender Group of the principal amount of the Term Loan they
(or their Affiliates or Approved Funds) funded on the Escrow Funding Date to a third party non-affiliate (i.e., not an Initial
Lender or an Affiliate or Approved Fund thereof) will be subject to the following (the “Right of First Offer”):


 


(i)       Such
Lender (the “Selling Initial Lender”) shall offer the terms of the proposed assignment, including the principal
amount and price (the “Offer”) to the other two Lender Groups (each, a “Purchasing Initial Lender”);
provided that such Offer shall only be required to be made to a Lender Group if any member of such Lender Group still holds any
portion of the Term Loan.


 




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(ii)       The
Purchasing Initial Lenders shall have three (3) Business Days to agree to the Offer after receiving written notice thereof and,
to the extent such agreement is reached, shall close the purchase within a mutually agreeable time between the Selling Initial
Lender and the Purchasing Initial Lender. If both other Lender Groups accept the Offer or a portion thereof, both will be able
to participate on a pro rata basis. If both other Lender Groups decline to purchase the full principal amount of the Offer or any
portion thereof, the Selling Initial Lender will have thirty (30) days to agree on a trade (an “Alternate Trade”)
with a third party buyer with identical terms to the Offer for the same principal amount offered to the Purchasing Initial Lenders
or any portion thereof; provided that the total consideration received by the assignor from such third party buyer may be (x) greater
than or (y) up to 10% less than, in each case, the total consideration that would have been received from the Purchasing Initial
Lenders under the Offer; provided, that the Selling Initial Lender shall notify the Purchasing Initial Lenders as to the outcome
of such Alternate Trade at the end of such 30-day period; provided, further that, to the extent the Alternate Trade is not consummated
within such 30-day period, the Term Loan interests relating to such Alternate Trade shall remain subject to the Right of First
Offer.


 


(iii)       Agent
shall have no obligation to monitor any Lender’s compliance with this Section 14.1(f) and may rely conclusively on
the representation by such Lenders in the applicable Assignment Agreement that such assignment is in compliance with the Right
of First Offer provisions.


 


(g)       Notwithstanding
the forgoing or any other provision of this agreement, any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank and, in the case of any Lender
that is a fund, to its trustee for the benefit of its investors; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


		14.2	[Reserved].



 


14.3       Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.


 


		14.4	Entire Agreement; Construction; Amendments and Waivers.



 


(a)       This
Agreement and each of the other Loan Documents, taken together, constitute and contain the entire agreement between the Loan Parties,
Agent and Lenders and supersede any and all prior agreements, negotiations, correspondence, understandings and communications between
the parties, whether written or oral, respecting the subject matter hereof.


 




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(b)       This
Agreement is the result of negotiations between and has been reviewed by each of the Loan Parties, Agent and Lenders as of the
date hereofClosing
Date and their respective counsel; accordingly, this Agreement shall be deemed to be the product of the parties
hereto, and no ambiguity shall be construed in favor of or against any Loan Party, Agent or any Lender as a result of such provision
having been written by such party. The Loan Parties, Agent and Lenders agree that they intend the literal words of this Agreement
and the other Loan Documents and that no parol evidence shall be necessary or appropriate to establish the Loan Parties’,
Agent’s or Lenders’ actual intentions.


 


(c)       Subject
to clauses (d), (e), (f) and (g) of this Section 14.4, except as otherwise expressly set forth herein
any and all amendments, modifications, discharges or waivers of, or consents to any departures from any provision of this Agreement
or of any of the other Loan Documents shall not be effective without the written consent of the Required Lenders, Borrower, Agent
and any other Loan Party party to the Loan Document being amended, provided however, that Borrower may amend the Disclosure
Letter without the consent of the Required Lenders only as provided in Article 5; provided, however, that no such
amendment, modification, discharge or waiver, unless in writing and signed by all the Supermajority Lenders, do any of the following:


 


(i)       postpone
or delay any date fixed for, or reduce, waive, defer, forgive or extend any scheduled payment of interest (other than the waiver
of interest at the Default Rate), fees, premiums or other amounts (other than principal) due to the Lenders (or any of them) hereunder
or under any other Loan Document; and


 


(ii)       subordinate
the Lien securing the Term Loans to any other Lien securing any material other Indebtedness for borrowed money except in the
case of (1) any Indebtedness that is expressly permitted by this Agreement as in effect on the Closing Date to be
secured by a Lien that is senior to the Lien securing the Term Loans, (2) any
“debtor-in-possession” facility or (3) any other Indebtedness so long as such Indebtedness (and any fees offered
in connection therewith) is offered ratably to all Lenders on the same terms and conditions.


 


(d)       No
amendment, modification, discharge or waiver, unless in writing and signed by all the Lenders (and in the case of clauses (iv)(a)(x),
(iv)(a)(y) and (iv)(b), each Bank Product Provider holding Secured Obligations directly and adversely affected thereby at such
time) directly and adversely affected thereby shall do any of the following:


 


(i)        increase or
extend the Term Loan Commitment of such Lender;


 


(ii)       extend of the
date scheduled for the payment of any principal, interest or fees;


 


(iii)       reduce
the principal amount of any Term Loan, rate of interest or fees payable;


 


(iv)      (a)
change the pro rata treatment of (x) any payments (including voluntary and mandatory prepayments), (y) proceeds of Collateral or
(z) reductions in Term Loan Commitments and (b) amend the
definition of Pro Rata Percentage;


 




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(v)       amend
Section 14.4(c) or this Section 14.4(d), the definition of Required Lenders, the definition of Supermajority Lenders,
or any provision providing for consent or other action by all Lenders;


 


(vi)      discharge
all or substantially all of the guarantees of the Loan Parties under the Loan Documents or release all or substantially all of
the Collateral, in each case except as otherwise may be provided in this Agreement or the other Loan Documents; and


 


(vii)     subordinate
the Term Loans to any material other Indebtedness for borrowed money except in the case of (1) any Indebtedness that is expressly
permitted by this Agreement as in effect on the Closing Date to be senior in right of payment to the Term Loans, (2) any “debtor-in-possession”
facility or (3) any other Indebtedness so long as such Indebtedness (and any fees offered in connection therewith) is offered ratably
to all Lenders on the same terms and conditions.


 


Any waiver or consent with
respect to any provision of the Loan Documents shall be effective only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand
in similar or other circumstances. Any amendment, modification, waiver or consent effected in accordance with this Section 14.4
shall be binding upon Agent, Lenders and Borrower.


 


(e)       This
Agreement may be amended with the written consent of Agent, the Borrower and the Required Lenders to (i) add one or more additional
credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the outstanding
principal and accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan
Documents with the Term Loans and the accrued interest and fees in respect thereof and (ii) include appropriately the Lenders holding
such credit facilities in any determination of the Required Lenders.


 


(f)        Notwithstanding anything to the contrary contained in this Section 14.4       (i)
Agent may amend Schedules to reflect assignments or participations entered into pursuant to Section 14.1 and (iii)
Agent (at the direction of Required Lenders) and the Borrower may amend or modify this Agreement and any other Loan Document
to (1) cure any ambiguity, omission, defect or inconsistency therein, (2) grant a new Lien for the benefit of the Lenders,
extend an existing Lien over additional property for the benefit of the Lenders or join additional Persons as Loan Parties,
and (3) to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in
respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the
accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.


 


(g)       The
Warrant Agreement, the Additional Warrant Agreement, the
Registration Rights Agreement, any fee letter, side letter, any Control Agreement, any mortgage or similar agreement
or any landlord, bailee or mortgagee agreement may be amended as provided therein and if not provided therein, by each of the
parties thereto. The Warrant Agreement,
the Warrants and the Registration Rights Agreement may be amended
as provided in the Warrant Agreement or the Registration Rights Agreements, as applicable.
Only the consent of the parties to any Bank Product Agreement relating to a Bank Product shall be required for any modification
of such Bank Product Agreement.


 




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14.5       Reliance.
All covenants, agreements, representations and warranties made herein by the Loan Parties shall, notwithstanding any investigation
by Agent and Lenders, be deemed to be material to and to have been relied upon by Agent and Lenders.


 


		14.6	[Reserved].



 


14.7       Counterparts.
This Agreement and each of the other Loan Documents may be executed in any number of counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Agreement or any of the other Loan Documents by telecopy or other
electronic imaging means (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart.


 


14.8       Survival.
All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any
Obligations (other than inchoate indemnification obligations) remain outstanding. The obligation of Borrower to indemnify
each Indemnified Person with respect to the expenses, damages, losses, costs and liabilities described in Section 10.3 shall
survive until all applicable statute of limitations periods with respect to actions that may be brought against an
Indemnified Person have run. Further, Sections 14.9 and 14.12 shall survive the termination of the Term Loan
Commitment or this Agreement as will any other provision which by its terms extend beyond the payment in full in cash of the
Obligations.


 


14.9       Publicity.
Agent and Lender may use Parent’s name and logo, and include a brief description of the relationship between Borrower, Parent,
Agent and Lender, in Agent’s and Lender’s marketing materials.


 


		14.10	Keepwell; Acknowledgement Regarding Any Supported QFCs.



 


(a)       Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the this
Agreement in respect of Hedge Obligations under any Secured Hedge Agreement (provided, however, that each Qualified ECP
Guarantor shall only be liable under this Section 14.10(a) for the maximum amount of such liability that can be hereby incurred
without rendering its obligations under this Section 14.10(a), or otherwise under this Agreement, voidable under applicable
Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified
ECP Guarantor under this Section 14.10(a) shall remain in full force and effect until the guarantees in respect of Hedge
Obligations under each Secured Hedge Agreement have been discharged, or otherwise released or terminated in accordance with the
terms of this Agreement. Each Qualified ECP Guarantor intends that this Section 14.10(a)
constitute, and this Section 14.10(a) shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




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(b)       Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for
Hedging Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and
each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


In the event a Covered
Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a
BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under
the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such
Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect
to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit
Support.


 


14.11    Relationship of
Parties. Borrower, Agent and Lenders acknowledge, understand and agree that the relationship between the Borrower, on the
one hand, and Agent and Lenders, on the other, is, and at all times shall remain solely that of a borrower and lender. Neither
Agent nor Lenders nor any of their Related Parties shall under any circumstances be construed to be a partner or joint venturer
of Borrower, any other Loan Party or any of their respective Affiliates; nor shall Agent or any Lender nor any of their Related
Parties under any circumstances be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower,
any other Loan Party or any of their respective Affiliates, or to owe any fiduciary duty to Borrower, any other Loan Party or any
of their respective Affiliates. Agent and Lenders do not undertake or assume any responsibility or duty to Borrower, any other
Loan Party or any of their respective Affiliates to select, review, inspect, supervise, pass judgment upon or otherwise inform
the Borrower, any other Loan Party or any of their respective Affiliates of any matter in connection with its or their Property,
any Collateral or the operations of Borrower, any other Loan Party or any
of their respective Affiliates. Borrower, each other Loan Party and their respective Affiliates shall rely entirely on their own
judgment with respect to such matters, and any review, inspection, supervision, exercise of judgment or supply of information undertaken
or assumed by Agent or Lenders in connection with such matters is solely for the protection of Agent and Lenders, and Borrower,
any other Loan Party or any of their respective Affiliates is not entitled to rely thereon.


 




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14.12       Confidentiality.
Neither Agent, Lenders nor any of their employees, agents or representatives shall disclose to any third party any Confidential
Information that any Loan Party or any Affiliate of any Loan Party discloses to it pursuant to the Loan Documents, except that
Agent and Lenders (together with their employees, agents and representatives) (i) may disclose Confidential Information to a third
party to the extent required by subpoena, civil investigative demand, interrogatories or similar legal process or otherwise as
required by applicable law or regulation (including, without limitation, in connection with filings, submissions and any other
similar documentation required or customary to comply with Securities and Exchange Commission filing requirements) or as requested
by a governmental authority (in which case such Person, to the extent practical and permitted by law and except in connection with
any request as part of a regulatory examination or with respect to any request for information by any legal, judicial, governmental,
administrative, or regulatory authority that is not specific to the confidential information provided hereunder, agrees to inform
the Borrower promptly thereof), (ii) may disclose Confidential Information to a potential assignee or transferee of or participant
in the Loan Documents; provided that the potential assignee, transferee or participant agrees to be bound by substantially
similar confidentiality obligations as Agent and Lenders under this Section 14.12, (iii) may disclose Confidential Information
to their and their Affiliates’ members, partners, limited partners, lenders, investors, prospective investors, managed accounts,
rating agencies, directors (or equivalent managers), officers, managers, employees, agents, independent auditors, legal counsel,
accountants and other professional advisors and any other Related Parties of any Lender provided they are informed of the confidential
nature of such information and advised to adhere to substantially similar confidentiality obligations as Agent or Lender as set
forth in this Section, (iv) may disclose Confidential Information to regulatory authorities having jurisdiction over Agent or Lender
or any assignee, transferee or participant, and (v) may disclose Confidential Information in connection with the exercise of its
rights and remedies during the continuance of an Event of Default, to the extent Agent or Lenders reasonably deems necessary. For
purposes hereof, “Confidential Information” is information that a Loan Party or an Affiliate of Loan Party discloses
to Agent or Lenders pursuant to the Loan Documents that is not information which (i) becomes generally available to the public,
other than as a result of disclosure by Agent or Lenders, (ii) was available on a non-confidential basis prior to its disclosure
to Agent or Lenders by such Loan Party or such Affiliate, as applicable, (iii) becomes available to Agent or any Lender on a non-confidential
basis from a source other the Loan Party or such Affiliate, as applicable; provided that neither Agent nor any Lender have
actual knowledge that such third party is prohibited from disclosing such information, or (iv) is independently developed by Agent
or any Lender without reference to confidential information provided by Loan Party or an Affiliate of a Loan Party. Notwithstanding
the foregoing, (1) any Lender may disclose (A) the aggregate principal amount of the Term Loan, (B) the interest rate of the Term
Loan, (C) the call protection applicable to the Term Loan, (D) the role of such Lender in the transactions contemplated hereby,
(E) the name and logo of Parent and (F) the date on which the Closing Date actually occurs, in
each case, to any potential limited partner or potential client of the applicable Lender or such Lender’s relevant Affiliates
and (2) Parent grants each Lender permission to use Parent’s and its Subsidiaries’ names and logos in such Lender’s
or its Affiliates’ marketing materials; provided that any such logos or other materials are used solely in a manner that
is not intended to or reasonably likely to harm or disparage Parent or any of its Subsidiaries or the reputation or goodwill of
any of them.


 




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14.13      Patriot
Act/Freedom Act. Agent and Lenders hereby notify Parent and its Subsidiaries that pursuant to the requirements of the USA PATRIOT
Act and USA FREEDOM Act, they are required to obtain, verify and record information that identifies Parent and its Subsidiaries,
which information includes the name and address of Parent and its Subsidiaries and other information that will allow them to identify
Parent and its Subsidiaries in accordance with the USA PATRIOT Act and the USA FREEDOM Act.


 


14.14     Governing Law;
Jurisdiction; Waiver of Jury Trial. Except as otherwise expressly provided in any of the Loan Documents, New York law governs
the Loan Documents without regard to principles of conflicts of law. Except to the extent otherwise set forth in the Loan Documents,
each of the Loan Parties, Agent and Lenders submit to the exclusive jurisdiction of the State and Federal courts in the Borough
of Manhattan in New York, New York; provided, however, that nothing in this Agreement shall be deemed to operate to preclude
Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security
for the Obligations, or to enforce a judgment or other court order in favor of Agent or any Lender. Borrower and each other Loan
Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower
and each other Loan Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue,
or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by
such court. Borrower and each other Loan Party hereby waives personal service of the summons, complaints, and other process issued
in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified
mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Article 11
of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s or such other
Loan Party’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.


 


TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, EACH OTHER LOAN PARTY, AGENT AND EACH LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION,
INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO
THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL. This Section 14.14 shall survive the termination
of this Agreement.


 



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14.15      Replacement
of Lender. Within five (5) Business Days after any failure by any Lender (a “Non-Consenting Lender”)
to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already
consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly and adversely
affected thereby, as applicable) is required with respect thereto, the Borrower or the Required Lenders may, at its or their
option, as applicable, notify Agent and such Non-Consenting Lender of the Borrower’s intention to obtain, at the
Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Non-Consenting Lender,
which Replacement Lender shall be reasonably satisfactory to the Required Lenders. In the event the Borrower or Required
Lenders, as applicable, obtain a Replacement Lender within five (5) Business Days following notice of its or their intention
to do so, the Non-Consenting Lender shall sell and assign its Term Loans and Term Loan Commitments to such Replacement
Lender, at par. In the event that a replaced Non-Consenting Lender does not execute an Assignment Agreement pursuant to Section
14.1 within five (5) Business Days after receipt by such replaced Non-Consenting Lender of notice of replacement pursuant
to this Section 14.15 and presentation to such replaced Non-Consenting Lender of an Assignment Agreement evidencing an
assignment pursuant to this Section 14.15, the Borrower or the Agent (at the request of the Required Lenders) shall be
entitled (but not obligated) to execute such an Assignment Agreement on behalf of such replaced Non-Consenting Lender, and
any such Assignment Agreement so executed by the Borrower (if applicable), the Replacement Lender and Agent, shall be
effective for purposes of this Section 14.15 and Section 14.1. Notwithstanding the foregoing, with respect to a
Lender that is a Defaulting Lender, Agent may (and shall at the request of the Required Lenders), but shall not be obligated
to, obtain a Replacement Lender and execute an Assignment Agreement on behalf of such Defaulting Lender at any time with two
(2) Business Days’ prior notice to such Lender (unless notice is not practicable under the circumstances) and cause
such Lender’s Term Loans and Term Loan Commitments to be sold and assigned, in whole or in part, at par. Upon any such
assignment and payment and compliance with the other provisions of Section 14.1, such replaced Lender shall no longer
constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to
indemnification hereunder shall survive.


 


14.16      Counterparts.
This Agreement and any notices delivered under this Agreement 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 Agreement 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 Agreement 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.


 




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14.17      Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability
of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject
to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any
such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution, and
(b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation
of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection
with the exercise of the write-down and conversion powers of the applicable Resolution Authority.


 


14.18      Consent
to Intercreditor Agreement. Each Lender, by its acceptance of the benefits of this Agreement and the other Collateral Documents
creating Liens to secure the Obligations:


 


(a)       acknowledges
that it has received a copy of the Intercreditor Agreement and is satisfied with the terms and provisions thereof;


 


(b)       authorizes
and instructs Agent to (i) enter into the Intercreditor Agreement, as Agent and on behalf of such Lender, (ii) to exercise all
of Agent’s rights and to comply with all of its obligations under the Intercreditor Agreement and to take all other actions
necessary to carry out the provisions and intent thereof and (iii) to take actions on its behalf in accordance with the terms of
the Intercreditor Agreement;


 


(c)       agrees
that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, as if it was a signatory
thereto;


 


(d)       consents
to the treatment of Liens provided for under the Intercreditor Agreement and in furtherance thereof authorizes the Agent, to subordinate
the liens on the Collateral securing the Obligations (other than liens on Term Loan Priority Collateral which may only be subordinated
in accordance as permitted in Section 14.18) in accordance with the terms set forth in the Intercreditor Agreement;


 


(e)       authorizes
and directs Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent or authorization
from such Lender, any amendments, supplements or other modifications of the Intercreditor Agreement that the Borrower may from time to time request to give
effect to any incurrence, amendment, or refinancing of any Indebtedness incurred pursuant to clause (s) of Permitted Indebtedness;
and


 




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(f)       agrees
that no Lender shall have any right of action whatsoever against Agent as a result of any action taken by Agent pursuant to this
Section 14.18 or in accordance with the terms of the Intercreditor Agreement.


 


14.19      Intercreditor
Agreement Governs. This Agreement and the other Loan Documents are subject to the terms and conditions set forth in the Intercreditor
Agreement, in all respects and, in the event of any conflict between the terms of the Intercreditor Agreement and this Agreement,
the terms of the Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the lien and security interest
granted to the Agent or any Intermediation Facility Agent, as applicable, pursuant to any Loan Document or any Intermediation Facility
Document, and the exercise of any right or remedy in respect of the Collateral by the Agent or any Intermediation Facility Agent,
as applicable hereunder, under any other Loan Document, under any Intermediation Facility Document and any other agreement entered
into in connection with the foregoing are subject to the provisions of the Intercreditor Agreement and in the event of any conflict
between the terms of the Intercreditor Agreement, this Agreement, any other Loan Document, any Intermediation Facility Document
and any other agreement entered into in connection with the foregoing, the terms of the Intercreditor Agreement shall govern and
control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations


 


14.20      Myrtle
Grove; Heartland Acknowledgement. The parties hereto
hereby acknowledge and agree that (x) as of the Closing Date, the
transactions under the Myrtle Grove Purchase Agreement shall have been deemed to behave
occurred contemporaneously with the entry into this Agreement and
(y) as of the Amendment Effective Date, the transactions under the Heartland
Purchase Agreement shall have been deemed to have occurred contemporaneously with
the entry of Amendment Number One.


 


[Signature page
follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


	 	 	 	 	 
	PARENT:	VERTEX ENERGY INC.
	 	 	 	 	 
	 	By: 	                     
	 	Name: 	 
	 	Title:	             
	 	 	 	 	 
	BORROWER:	VERTEX REFINING ALABAMA LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	SUBSIDIARY GUARANTORS:	VERTEX ENERGY OPERATING, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX REFINING, LA, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX RECOVERY MANAGEMENT, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




  


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    

	 	 	 	 	 
	 	VERTEX REFINING NV, LLC
	 	 	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	               
	 	 	 	 	 
	 	VERTEX SPLITTER CORPORATION
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX REFINING MYRTLE GROVE LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	CRYSTAL ENERGY, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX ACQUISITION SUB, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	BANGO OIL LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    

	 	 	 	 	 
	 	CEDAR MARINE TERMINALS, LP
	 	 	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	              
	 	 	 	 	 
	 	CROSSROAD CARRIERS, L.P.
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX RECOVERY, L.P.
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	H&H OIL, L.P.
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 	 	 
	 	VERTEX II GP, LLC
	 	 	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date first above written.


 





	 	LENDERS:
	 	 	 
	 	WHITEBOX MULTI-STRATEGY PARTNERS, LP
	 	 	 
	 	By:	 
	 	 	Name: Daniel Altabef
	 	 	Title: Deputy Chief Compliance Officer and Legal Counsel
	 	 	 
	 	WHITEBOX RELATIVE VALUE PARTNERS, LP
	 	 	 
	 	By:	 
	 	 	Name: Daniel Altabef
	 	 	Title: Deputy Chief Compliance Officer and Legal Counsel
	 	 	 
	 	WHITEBOX GT FUND, LP
	 	 	 
	 	By:	 
	 	 	Name: Daniel Altabef
	 	 	Title: Deputy Chief Compliance Officer and Legal Counsel
	 	 	 
	 	PANDORA SELECT PARTNERS, LP
	 	 	 
	 	By:	 
	 	 	Name: Daniel Altabef
	 	 	Title: Deputy Chief Compliance Officer and Legal Counsel



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    




	 	 	 
	 	HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.,
	 	 	 
	 	By:	Highbridge Capital Management, LLC, as Trading Manager and not in its individual capacity
	 	 	 
	 	By:	 
	 	 	Name: Jonathan Segal
	 	 	Title: Managing Director, Co-Chief Investment
Officer



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    




	 	BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP
	 	 	 	 	 
	 	By:	BlackRock Financial Management, Inc., its manager
	 	 	 	 	 	 
	 	By: 	 	      
	 	 	 	Name: 	 
	 	 	Title:	            
	 	 	 	 	 	 
	 	GCO II Aggregator 2 L.P.
	 	 	 	 	 
	 	By:	 	BlackRock Financial Management, Inc., its manager
	 	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 




 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    




	 	 	 	 
	 	CHAMBERS ENERGY CAPITAL IV, LP
	 	 	 	 
	 	By:	 	CEC Fund IV GP, LLC, its general partner
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	Robert Hendricks
	 	 	Title:	Partner 



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    

	 	 	 	 	 
	 	CROWDOUT CREDIT OPPORTUNITIES FUND LLC
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	Alexander Schoenbaum
	 	 	Title:	Managing Member
	 	 	 	 
	 	CROWDOUT CAPITAL LLC
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	Alexander Schoenbaum
	 	 	Title:	Managing Member



 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    




	 	 	 	 	 	 
	 	AGENT:
	 	 
	 	CANTOR FITZGERALD SECURITIES, as Agent
	 	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Vertex Refining Alabama Loan
and Security Agreement]


 




     


     


    

 


List of Schedules and Exhibits


 


	Schedule 1	Subsidiaries
	Schedule 2.1(a)	Term Loan Commitments
	Schedule 6.18	Project Milestones
	Schedule 6.19	Post-Closing Matters
	Schedule 7.15	Burdensome Agreements
	Exhibit A	Collateral Description
	Exhibit B-1	Form of Borrower Joinder Agreement
	Exhibit B-2	Form of Guarantor Joinder Agreement
	Exhibit C	Form of Assignment
	Exhibit D	Form of Notice of Borrowing
	Exhibit E	Form of Note
	Exhibit F	Form of Intellectual Property Security Agreement
	Exhibit G	Form of Compliance Certificate
	Exhibit H	Form of Solvency Certificate
	Exhibit I	Form of Tax Compliance Certificates
	Exhibit J	Form of Landlord Waiver




 


Loan and Security Agreement – Vertex Refining Alabama LLC


 




     


     


    

Schedule
2.1(a)


Term Loan Commitments


 


	Initial Lender Name	Term
    Loan

    CommitmentCommitments
    as of the Closing Date1	Additional Term Loan Commitments as of the Amendment Effective Date
	Whitebox Multi-Strategy Partners, LP	
        $13,500,000.00
	
        $3,500,000.00

	Whitebox Relative Value Partners, LP	$6,700,000.00	
        $3,300,000.00

	Whitebox GT Fund, LP	$1,200,000.00	$400,000.00
	Pandora Select Partners, LP	$1,100,000.00	N/A
	Highbridge Tactical Credit Master Fund, L.P.	$22,500,000.00	$7,200,000.00
	GCO II Aggregator 2 L.P.	$46,443,724.34	$14,861,991.79
	BlackRock Diversified Private Debt Fund Master LP	$18,556,275.66	$5,938,008.21
	Chambers Energy Capital IV, LP	$7,500,000.00	$2,400,000.00
	CrowdOut Credit Opportunities Fund LLC	$1,000,000.00	$2,400,000.00
	CrowdOut Capital LLC	$6,500,000.00	N/A
	TOTAL	$125,000,000.00	$40,000,000.00



 


 



1       For
the avoidance of doubt, it is understood that these amounts were funded on the Escrow Funding Date net of the Upfront Fee (as defined
in the Fee Letter).


 


Loan and Security Agreement – Vertex Refining
Alabama LLC


 



    Schedule 2.1(a) - 1