Vertex Energy, Inc 8-K


 


Exhibit 10.2


 


 


 





FIRST
AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT


 


This
First Amendment to the Registration Rights and Lock-Up Agreement (this “First Amendment”) is entered into on
this 1st day of July, 2021 (the “Effective Date”), by and among Vertex Energy, Inc., a Nevada corporation (the
“Company”), and Tensile Capital Partners Master Fund LP, a Cayman Islands exempted limited partnership (the
“Holder”).


WHEREAS,
the Holder previously purchased (a) 1,500,000 shares of the common stock, $0.001 par value per share (the “Common Stock”
and the “Subscription Shares”) of the Company, and (b) warrants to purchase 1,500,000 shares of the Common
Stock of the Company at an exercise price of $2.25 per share (the “Warrants”), pursuant to the Holder’s
entry into a Subscription Agreement with the Company (the “Subscription Agreement”);


WHEREAS,
contemporaneously with said purchase Holder and the Company entered into that certain Registration Rights and Lock-up Agreement, dated
July 25, 2019 (the “RRLA”); and


WHEREAS,
Holder and the Company wish to amend the RRLA to provide for an increased permitted weekly sale by Holder of shares.


NOW,
THEREFORE, in consideration of the foregoing, the mutual promises and agreements set forth herein, and other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


	1.	Volume
                                            Limitation.



The
definition of Quarterly Volume in the RRLA is hereby deleted, and a new definition is substituted in its place, as follows:


“Weekly
Volume” means 500,000 shares of the Company’s Common Stock per week, as adjusted equitably for any stock splits,
stock dividends or recapitalizations completed by the Company.


Section
2(b) of the RRLA is hereby deleted, and the following substituted in its place:


“The
Holder hereby agrees that, except as set forth in Section 2(d) below, for a period of four (4) years from the end of the Initial Lock-Up
Period until the Expiration Date, without the prior written consent of the Company, the Holder will not Dispose of more than the Weekly
Volume of Shares in any seven-day period (the “Volume Limitation” and together with the Initial Lock-Up, the “Lock-Up”).




 




    	 	 	 



    	 



    
 

	2.	Counterparts,
                                            Effect of Facsimile, Emailed and Photocopied Signatures. 



This
First Amendment and any signed agreement or instrument entered into in connection with this First Amendment, and any amendments hereto
or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart,
to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email)
or downloaded from a website or data room (any such delivery, an “Electronic Delivery”) shall be treated in
all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original
form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature
or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a
defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates
to lack of authenticity.


 





	3.	Ratification.



 


Except
as expressly modified by this First Amendment, the Parties hereby confirm, ratify and agree that the RRLA remains in full force and effect. 


 


 


 


 


 


 


 


 


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


	 	“COMPANYrdquo;:
	 	 
	 	 
	 	VERTEX
    ENERGY, INC.
	 	 
	 	 
	 	By:	/s/ Benjamin
P. Cowart	 
	 	Name:   	Benjamin P. Cowart
	 	Title:     	President/CEO
	 	
	 	 
	 	“HOLDER”:
	 	 
	 	 
	 	TENSILE
CAPITAL PARTNERS MASTER FUND LP 

	 	 
	 	 
	 	By:	/s/ Doug Dossey	 
	 	Name:	Doug Dossey	 
	 	Title:	Authorized Signatory	 
	 	 
	 	 
	 	 
	 	Address
for Notice:
	 	 
	 	 	Tensile Capital Management LP	 
	 	 	700 Larkspur Landing, Suite 255	 
	 	 	Larkspur, CA 94939	 
	 	 	415-830-8172	 
	 	 	ddossey@tensilecapital.com	 
	 	 
	 	 
	 	With
a copy to (which shall not constitute notice):
	 	 
	 	 	Noah Boyens

 nboyens@kirkland.com