Vertex Energy, Inc. 8-K


Exhibit 10.6




 





THE SYMBOL “[****]” DENOTES PLACES
WHERE CERTAIN IDENTIFIED


INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT
BECAUSE IT IS BOTH (i)


NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE


COMPANY IF PUBLICLY DISCLOSED







 


Tensile-Heartland
Acquisition Corporation

c/o Tensile Capital Management, LLC

700 Larkspur Landing Circle, Suite 255

Larkspur, CA 94939


 


July
25, 2019


 





	Vertex
    Energy Operating LLC	Vertex
    Energy, Inc.
	c/o
    Vertex Energy, Inc.	1331
    Gemini Street, Suite 250
	1331
    Gemini Street, Suite 250	Houston,
    TX 77058
	Houston,
    TX 77058	 






 


Re:       Purchase
Agreement 


 


Dear
Sir or Madam:


 


Reference
is made to that certain limited liability company agreement (the “LLC Agreement”), dated as of the date hereof,
of Vertex Refining MG, LLC (the “Company”), by and among the Company and the members thereof.


 


Vertex
Energy Operating LLC (“VEO”), Vertex Energy, Inc. (“Vertex Parent”) and Tensile-Heartland
Acquisition Corporation (“Tensile” and together with VEO and Vertex Parent, the “Parties”)
hereby agree that if and when the Completion Standards (as defined below) are met to the satisfaction of or waived by Tensile
in its sole discretion on or before June 30, 2020 (the “Completion Date”), the Parties shall, as reasonably
as practicable and in no event more than 30 days from the Completion Date, execute the purchase agreement among the Parties and
HPRM LLC substantially in the form attached as Exhibit A and consummate the transactions contemplated thereby on the terms
and subject to the conditions set forth therein.


 


The
“Completion Standards” shall mean that (a) the pilot studies are conducted by the Company in a manner consistent
with Exhibit B and (b) the results of the pilot studies conducted by the Company meet the standards set forth on Exhibit
C.


 


The
Parties agree that the provisions of Article XIV of the LLC Agreement shall apply to this letter agreement mutatis mutandis.


 


Regards,








Tensile-Heartland
Acquisition Corporation

By:



/s/ Douglas J. Dossey


Name:
Douglas J. Dossey

Title: Director


 


Agreed
and Accepted:


 






     


     


    

 



	 	 	 
	Vertex
    Energy Operating LLC	 
	 	 
	By:	/s/
    Benjamin P. Cowart	 
	Name:	Benjamin P. Cowart	 
	Title:	CEO	 










	 	 	 
	Vertex
    Energy, Inc.	 
	 	 
	By:	/s/
    Benjamin P. Cowart	 
	Name:	Benjamin P. Cowart	 
	Title:	CEO	 


 




    2 


     


    

 


Exhibit
A



(Attached.)*


 


 


 


 


 


 


 





[* Filed separately as Exhibit 10.7 to the Current
Report on Form 8-K which this Exhibit 10.6 is filed as an Exhibit to.]




 



 






    3 


     


    

 


Exhibit
B


 


 


Pilot
studies will be conducted per the following guidelines:


		-	The
                                         pilot will be carried out under at least [****] different conditions, including [****]
                                         and other physical and chemical conditions. Each condition will produce approximately
                                         [****] gallons of product. Each successive run will take into account the results from
                                         the prior run to optimize the inputs and conditions. Product from the optimum run will
                                         then be fractionated to produce [****] cuts – a [****] cut, a [****] cut, and [****]
                                         cuts, a [****] and [****]. The conditions in which the optimum run occurs will reflect
                                         those that can be continuously, and reliably replicated at the Vertex Refining OH, LLC
                                         refinery with the current assets and proposed modifications



		-	Performed
                                         by [****]



		-	Supplied
                                         with feedstock derived from VGO as typically produced by Vertex Refining OH, LLC



		-	Pilot
                                         study will yield [****] of [****] of combined [****] and [****]





 







    4 


     


    

 


Exhibit
C


 





The
[****] at 100Cbase oil will yield typical values as indicated in the table below:


 


	Parameter	Unit	Method	Typical
    Value
	Viscosity
    Index	 	ASTM
    D2270	[****]
	Sulfur	wppm	ASTM
    D2622	[****]
	Saturates	wt%	ASTM
    D2007; IFP9409	[****]
	App.
    Viscosity by CCS @ - 30C	cP	ASTM
    D5293	[****]
	Evaporation
    Loss, Noack Method	wt%	ASTM
    D5800 Method B	[****]
	Base
    oil yield*	%	 	[****]


[****]




 











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