VERTEX ENERGY, INC. 8-K


 


Exhibit 10.2


 


 




EXECUTION VERSION


Confidential


 


 




 


 


 


 


 


 


 


 


 


AMENDMENT NO. 1
TO THE


 


FIRST AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


June 15, 2022


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


AMENDMENT NO.
1 TO THE


FRIST AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


This AMENDMENT NO. 1 TO THE FIRST AMENDED AND
RESTATED REGISTRATION RIGHTS


AGREEMENT
(this “Amendment”) is made and entered into as of June 15, 2022, by and among Vertex Energy Inc., a Nevada corporation
(the “Company”), and each of the undersigned entities (the “Holders”). Capitalized terms used herein
have the meanings ascribed thereto in the Registration Rights Agreement (as defined below) except where otherwise defined herein.


 


RECITALS


 


WHEREAS,
the Company and the Holders are party to that certain First Amended and Restated Registration Rights Agreement, dated as of May 26, 2022
(as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Registration
Rights Agreement”); and


 


WHEREAS,
Section 5.5 of the Registration Rights Agreement provides that the Registration Rights Agreement may be amended upon the prior written
consent of the Company and the Holders of at least sixty-six and two-thirds percent (66 2/3%) in interest of the Registrable Securities;
and


 


WHEREAS,
the undersigned, being the Company and the Holders of at least sixty-six and two-thirds percent (66 2/3%) in interest of the Registrable
Securities, desire to amend the Registration Rights Agreement upon the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.                  
Section 2.1.1 of the Registration Rights Agreement. The first sentence of Section 2.1.1 of
the Registration Rights Agreement is hereby amended by deleting such sentence in its entirety and inserting the following in lieu thereof:


 


“The Company
shall use commercially reasonable efforts to file with the Commission on July 1, 2022 (the “Filing Deadline”), a Registration
Statement for a Shelf Registration on Form S-3 (the “Form S-3 Shelf”) or, if the Company is then ineligible to use
a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1 (the “Form S-1 Shelf”), in each case,
covering the resale by the Holders of all the Registrable Securities (determined as of two (2) business days prior to such filing) on
a delayed or continuous basis and shall use commercially reasonable efforts to cause such Registration Statement to be declared effective
under the Securities Act as promptly as reasonably practicable after the initial filing thereof (including, if then a “well-known
seasoned issuer” (as defined in Rule 405 of the Securities Act, a “WKSI”) by filing such Registration Statement
as an automatically effective shelf registration statement) and in no event later than forty- five (45) days following the initial filing
of the Registration Statement (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended
to seventy-five (75) days after the initial filing of the Registration Statement if the Registration Statement is reviewed by the staff
of the Commission.”


 


2.                  
WKSI. The Company hereby represents and warrants to each Holder that (i) as of the date of
this Amendment, the Company satisfies all of the requirements for being a “well-known seasoned issuer” (as defined in Rule
405 of the Securities Act, a “WKSI”) except for requirements related to the historical timely filing of required Exchange
Act reports (the “Reporting Requirements”), (ii) the Company will satisfy all such Reporting Requirements as of July
1, 2022, and (iii) the Company is not aware of any facts or circumstances that are reasonably likely to cause the Company to not be a
WKSI on and after July 1, 2022.


 


3.                  
Effect of Amendment. Except as set forth herein, all other terms and provisions of the Registration
Rights Agreement remain unchanged and in full force and effect. On and after the date hereof, each reference in the




    	 



    	 



    

Registration Rights
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference
to the Registration Rights Agreement as amended or otherwise modified by this Amendment. For the avoidance of doubt, references to the
phrases “the date of this Agreement” or “the date hereof”, wherever used in the Registration Rights Agreement,
as amended by this Amendment, shall mean May 26, 2022.


 


4.                  
Construction. This Amendment shall be governed by all provisions of the Registration Rights
Agreement unless context requires otherwise, including all provisions concerning governing law.


 


5.                  
Entire Agreement. This Amendment and the Registration Rights Agreement constitute the entire
agreement between the parties on the subject matter contained herein and therein.


 


6.                  
Counterparts. This Amendment may be executed and delivered, including by facsimile transmission
or portable document format (.PDF), in one or more counterparts, and by the different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.


 


[Signature Pages Follow]


 


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed on its behalf as of the date first above written.


 


COMPANY:


 


VERTEX ENERGY INC.


 


	 	By:	/s/ Chris Carlson
	 	 	Name: Chris Carlson
	 	 	Title:   Chief Financial Officer, Secretary and Treasurer


 


HOLDERS:




 


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


 


	 	WHITEBOX RELATIVE VALUE PARTNERS, LP
	 	 	 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, LP 
	 	  	
    By:  Whitebox Advisors LLC its investment manager 



	 	 	 
	 	By: 	/s/ Lisa Conrad
	 	 	Name: Lisa Conrad
	 	 	Title:   General Counsel & Chief Compliance Officer


 


	 	 
	 	GLOBAL CREDIT OPPORTUNITIES II FUND A MASTER SCSP
	 	 	By: BlackRock Financial Management, Inc., its investment manager
	 	 	 
	 	By: 	/s/ Zach Viders
	 	 	Name: Zach Viders
	 	 	Title:   Managing Director
	 	 	 


 


	 	GCO II FUND B (INVESTMENT 2), L.P.
	 	 	By: BlackRock Financial Management, Inc., its portfolio
    manager
	 	 	 
	 	By: 	/s/ Zach Viders
	 	 	Name: Zach Viders
	 	 	Title:   Authorized Signatory


 


	 	BLACKROCK DIVERSIFIED PRIVATE DEBT FUND MASTER LP
	 	 	By:  BlackRock Financial Management, Inc., its manager
	 	 	 
	 	By: 	/s/ Zach Viders
	 	 	Name: Zach Viders
	 	 	
    Title:   Authorized Signatory





 


	 	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


 


	 	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


 


	 	CHAMBERS ENERGY CAPITAL IV, LP
	 	By: 	CEC Fund IV GP, LLC, its general partner
	 	 	 
	 	By: 	/s/ Robert Hendricks
	 	 	Name: Robert Hendricks
	 	 	
    Title:   Partner