Vertex Energy, Inc. 8-K


Exhibit 10.5


 





ESCROW
AGREEMENT


 


THIS
ESCROW AGREEMENT (this “Agreement”) is entered into as of March 2, 2022, by and among (1) Vertex Energy
Inc., a Nevada corporation (“Parent”), (2) Vertex Refining Alabama LLC, a Delaware limited liability company
(“Borrower”), (3) certain funds managed or advised by Whitebox Advisors, LLC, as lenders (“Whitebox”),
certain funds managed by Highbridge Capital Management, LLC, as lenders (“Highbridge”), certain funds and accounts
under management by BlackRock Financial Management, Inc. or its affiliates, as lenders (“BlackRock”), Chambers
Energy Capital IV, LP, as a lender (“Chambers”), CrowdOut Capital LLC, as a lender (“CrowdOut Capital”),
CrowdOut Credit Opportunities Fund LLC, as a lender (“CrowdOut Credit”, and collectively with Whitebox, Highbridge,
BlackRock, Chambers and CrowdOut Capital, the “Initial Lenders” and, together with the Borrower and Parent,
each referred to individually as a “Party” and collectively as the “Parties”) and (4) Cantor
Fitzgerald Securities (“Cantor”), in its capacity as escrow agent (in such capacity, the “Escrow Agent”).


 


WHEREAS,
this Agreement is being entered into in connection with (1) that certain Commitment Letter, dated as of February 17, 2022 (the
“Commitment Letter”) by and among Parent, Borrower and the Initial Lenders and (2) that certain Credit Agreement
expected to be entered into by and among Parent, Borrower, the Initial Lenders, Cantor, in its capacity as administrative agent
for the lenders (in such capacity, the “Administrative Agent”) and certain other persons, pursuant to which
the Initial Lenders shall make certain extensions of credit to the Borrower (the “Credit Agreement”) subject
to the satisfaction of the Conditions Precedent;


 


WHEREAS,
pursuant to the Commitment Letter and subject to the satisfaction of the Escrow Funding Condition, the Initial Lenders shall deposit
in escrow certain funds, and the Parties wish such deposit to be subject to the terms and conditions set forth herein;


 


WHEREAS,
the Parties desire to provide for the prompt disbursement of funds under the Credit Agreement upon the satisfaction of the
Conditions Precedent and the conditions to the occurrence of the Closing Date and, in order to facilitate the same, the Parties
desire to enter into this Agreement;


 


WHEREAS,
the Parties wish to appoint Cantor as Escrow Agent and Cantor is willing to accept such appointment and to act as Escrow Agent,
in each case upon the terms and conditions of this Agreement;


 


WHEREAS,
capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Commitment
Letter; and


 


NOW,
THEREFORE, in consideration of the foregoing
premises and of the representations, warranties, covenants and agreements set forth in this Agreement, the Parties and the Escrow
Agent, intending to be legally bound, agree as follows:


 


		1.	Appointment.
                                         The Parties hereby appoint Cantor as their escrow agent for the purposes set forth herein,
                                         and Cantor hereby accepts such appointment under the terms and conditions set forth herein.



 


		2.	Escrow
                                         Account; Funds.



 


		a.	On
                                         the Funding Effective Date, and pursuant to the Commitment Letter, each Initial Lender,
                                         severally and not jointly, agrees to deposit its Agreed Commitment Amount, net of the
                                         Upfront Fee (as defined in the Fee Letter) by wire transfer of immediately available
                                         funds, in the account designated by the Escrow Agent and listed on Schedule 1 hereto
                                         (the “Escrow Account”). The total aggregate amount to be funded by
                                         the Initial Lenders into the Escrow Account is $123,125,000.00 (the “Escrow
                                         Amount”).



 






     



     


    

 


		b.	During
                                         the term of this Agreement, the funds in the Escrow Account (collectively, the “Funds”)
                                         shall be held by Escrow Agent in one or more non-interest bearing demand deposit accounts
                                         and will not be invested.



 


		c.	The
                                         Parties intend that each Initial Lender be treated as the owner of the portion of the
                                         Funds it funded into the Escrow Account for all purposes including U.S. federal and applicable
                                         state and local income tax purposes. The Parties hereby represent to Escrow Agent that
                                         to their knowledge there is no tax withholding or information reporting of any kind required
                                         by Escrow Agent. Escrow Agent shall have no responsibility for the tax consequences of
                                         this Agreement and the Parties shall consult with independent counsel concerning any
                                         and all tax matters. The Parties shall provide Escrow Agent Form W-9 and an original
                                         Form W-8, as applicable, for each payee, together with any other documentation and information
                                         requested by Escrow Agent in connection with Escrow Agent’s reporting obligations
                                         under applicable IRS regulations, if any. The Parties agree to assume all obligations
                                         imposed now or hereafter by any applicable tax law or regulation with respect to payments
                                         or performance under this Agreement and indemnify and hold the Escrow Agent harmless
                                         pursuant to Section 8 hereof from any liability or obligation on account of taxes, assessments,
                                         additions for late payment, interest, penalties, expenses and other governmental charges,
                                         if any, that may be assessed or asserted against Escrow Agent.



 


		3.	Disposition
                                         and Termination.



 


		a.	Upon
                                         the execution and delivery to Escrow Agent by the Borrower and the Initial Lenders of
                                         a joint written instruction substantially in the form of Exhibit A-1 annexed hereto
                                         (each such written instruction, a “Joint Release Instruction”), the
                                         Escrow Agent shall, within one (1) Business Day of its receipt of such Joint Release
                                         Instruction (provided such Joint Release Instruction is received by 4:00 pm New York
                                         time), release the Funds to the Borrower by wire transfer of immediately available funds
                                         to one or more accounts designated by the Borrower in accordance with the instructions
                                         set forth therein; provided that the Escrow Agent may assume that any Joint Release Instruction
                                         is in compliance with the Commitment Letter without further inquiry.



 


		b.	Upon
                                         the execution and delivery to Escrow Agent by either the Borrower pursuant to clauses
                                         (a) or (d) of the definition of Termination Date or the Initial Lenders pursuant to clauses
                                         (a), (b) or (e) of the definition of Termination Date of a written instruction substantially
                                         in the form of Exhibit A-2 annexed hereto (each such written instruction, a “Lender
                                         Return Instruction” and, together with the Joint Release Instruction, collectively,
                                         the “Release Instructions”), the Escrow Agent shall, within one (1)
                                         Business Day of its receipt of such Lender Return Instruction (provided such Lender Return
                                         Instruction is received by 4:00 pm New York time), release the portion of the Funds to
                                         the Initial Lender that originally funded such amount by wire transfer of immediately
                                         available funds to one or more accounts designated by such Initial Lender in accordance
                                         with the instructions set forth therein; provided that if neither Joint Release Instructions
                                         nor Lender Return Instructions are received by the Escrow Agent by 4:00 pm New York time
                                         on April 1, 2022, on the next Business Day the Escrow Agent shall release the respective
                                         Funds to each relevant Initial Lender in accordance with such other written instructions
                                         provided to the Escrow Agent by such Initial Lender; provided further that the Escrow
                                         Agent may assume that any Lender Return Instruction is in compliance with the Commitment
                                         Letter without further inquiry.



 






     



     


    

 


		c.	Following
                                         the release of the full amount of the Funds, the Escrow Account shall be terminated,
                                         subject to the provisions of Sections 6 and 7.



 


		d.	Notwithstanding
                                         anything to the contrary set forth in Section 10, any instructions setting forth,
                                         claiming, containing, objecting to, or in any way related to the transfer or distribution
                                         of the Funds must be in writing and executed by the appropriate Party or Parties as evidenced
                                         by the signatures of the person or persons signing this Agreement or one of their designated
                                         persons as set forth on the Designation of Authorized Representatives attached hereto
                                         as Schedule 2 (each an “Authorized Representative”), and delivered
                                         to Escrow Agent only by facsimile (as evidenced by a confirmed transmittal to the applicable
                                         Party’s or Parties’ transmitting fax number) or as a Portable Document Format
                                         (“PDF”) attached to an email only at the fax number or email address
                                         set forth in Section 9 below (as may be updated or supplemented). Each Designation
                                         of Authorized Representatives shall be signed by a duly authorized officer or representative
                                         of the named Party. No instruction for or related to the transfer or distribution of
                                         the Funds shall be deemed delivered and effective unless Escrow Agent actually shall
                                         have received it on a Business Day by facsimile or as a PDF attached to an email only
                                         at the fax number or email address set forth in Section 9, and in the case of
                                         a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’
                                         transmitting fax number. Escrow Agent shall not be liable to any Party or other person
                                         for refraining from acting upon any instruction for or related to the transfer or distribution
                                         of the Funds if delivered to any other fax number or email address, including but not
                                         limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything
                                         to the contrary, the Parties acknowledge and agree that Escrow Agent may not transfer
                                         or distribute the Funds until Escrow Agent has completed its security procedures set
                                         forth in this Section 3.



 


		e.	In
                                         the event of any Release Instructions, Escrow Agent may confirm such Release Instructions
                                         by a telephone call-back or email confirmation to an Authorized Representative of such
                                         Party or Parties, or such other method as may approved by the Escrow Agent in its sole
                                         discretion. No funds may be disbursed until such confirmation occurs. Each Party agrees
                                         that after such confirmation, Escrow Agent may continue to rely solely upon such Release
                                         Instructions and all identifying information set forth therein for such beneficiary without
                                         an additional telephone call-back or email confirmation. If multiple disbursements are
                                         provided for under this Agreement pursuant to any Release Instructions, only the date,
                                         amount and/or description of payments may change without requiring a telephone call-back
                                         or email confirmation.



 


		f.	The
                                         persons designated as Authorized Representatives and telephone numbers and email addresses
                                         for the same may be changed only in a writing executed by an Authorized Representative
                                         or other duly authorized person of the applicable Party setting forth such changes and
                                         actually received by Escrow Agent via facsimile or as a PDF attached to an email. Escrow
                                         Agent will confirm any such change in Authorized Representatives by a telephone call-back
                                         or email confirmation to an Authorized Representative, or such other method as may be
                                         approved by the Escrow Agent in its sole discretion.



 






     



     


    

 


		g.	Escrow
                                         Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may
                                         rely upon the identifying number of the beneficiary, the beneficiary’s bank or
                                         any intermediary bank included in a Release Instruction provided by a Party or the Parties
                                         and, if applicable, confirmed by an Authorized Representative of the appropriate Party.
                                         Further, the beneficiary’s bank in the Release Instructions may make payment on
                                         the basis of the account number provided in such Party’s or Parties’ instruction
                                         and, if applicable, confirmed by an Authorized Representative in accordance with this
                                         Agreement even though it identifies a person different from the named beneficiary.



 


		h.	As
                                         used in this Agreement, “Business Day” shall mean any day other than a Saturday,
                                         Sunday or any other day on which Escrow Agent located at the notice address set forth
                                         below is authorized or required by law or executive order to remain closed. The Parties
                                         acknowledge that the security procedures set forth in this Section 3 are commercially
                                         reasonable.



 


		i.	Notwithstanding
                                         anything to the contrary contained in this Agreement, in the event that an electronic
                                         signature is affixed to an instruction issued hereunder to disburse or transfer funds,
                                         such instruction may, in the Escrow Agent’s sole discretion, be confirmed by a
                                         verifying call-back (or email confirmation) to an Authorized Representative.



 


		4.	Escrow
                                         Agent. Escrow Agent shall have only those duties as are specifically and expressly
                                         provided herein, which shall be deemed purely ministerial in nature, and no other duties,
                                         including, but not limited to, any fiduciary duty, shall be implied. Notwithstanding
                                         anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply
                                         with, the terms and conditions of any other agreement among the Parties (other than the
                                         Credit Agreement and related documents thereto and for the avoidance of doubt, expressly
                                         disclaims knowledge of the Commitment Letter and Fee Letter), Escrow Agent shall not
                                         be responsible for determining the meaning of any capitalized term not entirely defined
                                         herein, nor shall Escrow Agent be required to determine if any Party has complied with
                                         any other agreement or document. Notwithstanding the terms of any other agreement between
                                         the Parties, the terms and conditions of this Agreement shall control the actions of
                                         Escrow Agent with respect to the Funds. Escrow Agent may conclusively rely upon any written
                                         notice, document, instruction or request delivered by the Parties believed by it in good
                                         faith to be genuine and to have been signed by an Authorized Representative(s), as applicable,
                                         without inquiry and without requiring substantiating evidence of any kind and Escrow
                                         Agent shall be under no duty to inquire into or investigate the validity, accuracy or
                                         content of any such document, notice, instruction or request. Escrow Agent may consult
                                         legal counsel selected by it in the event of any dispute or question as to the construction
                                         of any of the provisions hereof or of any other agreement or of its duties hereunder,
                                         or relating to any dispute involving any party hereto, and shall incur no liability and
                                         shall be fully indemnified from any liability whatsoever in acting in accordance with
                                         the advice of such counsel. The Parties shall promptly pay, upon demand, the reasonable
                                         fees and expenses of any such counsel. The Parties agree to perform or cause to be performed
                                         all further acts and things, and execute and deliver such further documents, as may be
                                         required by law or as Escrow Agent may reasonably request in connection with its duties
                                         hereunder. ESCROW AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN, SUFFERED OR OMITTED
                                         TO BE TAKEN BY IT IN GOOD FAITH EXCEPT TO THE EXTENT THAT ESCROW AGENT’S GROSS
                                         NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A FINAL ORDER OF A COURT OF COMPETENT
                                         JURISDICTION, WAS THE CAUSE OF ANY DIRECT LOSS TO ANY PARTY. Escrow Agent may execute
                                         any of its powers and perform any of its duties hereunder directly or through affiliates
                                         or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity,
                                         as to its duties or rights hereunder or receives instructions, claims or demands from
                                         either Party hereto which in Escrow Agent’s good faith judgment conflict with the
                                         provisions of this Agreement, or if Escrow Agent receives conflicting instructions from
                                         the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action
                                         until it shall be given (i) a Joint Release Instruction or Lender Return Instruction
                                         which eliminates such ambiguity or conflict or (ii) a final and binding court order issued
                                         by a court of competent jurisdiction (it being understood that Escrow Agent shall be
                                         entitled conclusively to rely and act upon any such court order and shall have no obligation
                                         to determine whether any such court order is final); or (b) file an action in interpleader.
                                         Escrow Agent shall have no liability to the Parties or any other person with respect
                                         to any such suspension of performance or disbursement into court, specifically including
                                         any liability or claimed liability that may arise, or be alleged to have arisen, out
                                         of or as a result of any delay in the disbursement of the Escrow Funds or any delay in
                                         or with respect to any other action required or requested of Escrow Agent. Escrow Agent
                                         shall have no duty to solicit any payments which may be due to it or the Funds, nor shall
                                         Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness
                                         of any amounts deposited with it hereunder. ANYTHING IN THIS AGREEMENT TO THE CONTRARY
                                         NOTWITHSTANDING, IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE,
                                         INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED
                                         TO LOST PROFITS), EVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS
                                         OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION,
                                         IN EACH CASE OTHER THAN IN THE EVENT OF ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL
                                         MISCONDUCT, AS DETERMINED BY A FINAL ORDER OF A COURT OF COMPETENT JURISDICTION.



 






     



     


    

 


		5.	Resignation;
                                         Removal; Succession.



 


		a.	Escrow
                                         Agent may resign and be discharged from the performance of its duties and obligations
                                         hereunder by giving not less than thirty (30) days prior written notice to the Parties,
                                         or may be removed, with or without cause, by the Parties at any time by giving not less
                                         than fifteen (15) days prior joint written notice to Escrow Agent executed by an Authorized
                                         Representative of each of the Parties. Escrow Agent’s sole responsibility after
                                         such sixty (60) or fifteen (15) day notice period, respectively, expires shall be to
                                         hold the Funds (without any obligation to reinvest the same) and to deliver the same
                                         to a designated substitute escrow agent, if any, appointed by the Parties, or such other
                                         person designated by the Parties, or in accordance with the directions of a final court
                                         order, at which time of delivery, Escrow Agent’s obligations hereunder shall cease
                                         and terminate. If, prior to the effective resignation or removal date, the Parties have
                                         failed to appoint a successor escrow agent, or to instruct Escrow Agent to deliver the
                                         Funds to another person as provided above, or if such delivery is contrary to applicable
                                         law, at any time on or after the effective resignation or removal date, Escrow Agent
                                         may either (i) interplead the Funds with a court located in the State of New York or
                                         (ii) appoint a successor escrow agent of its own choice. Any appointment of a successor
                                         escrow agent shall be binding upon the Parties and no appointed successor escrow agent
                                         shall be deemed to be an agent of Escrow Agent. Upon the acceptance in writing of any
                                         appointment as successor escrow agent, such successor escrow agent shall thereupon succeed
                                         to and become vested with all the rights, powers, privileges and duties of the retiring
                                         Escrow Agent, and the retiring Escrow Agent shall be discharged from its duties and obligations
                                         under this Agreement.



 






     



     


    

 


		b.	Any
                                         entity into which Escrow Agent may be merged or converted or with which it may be consolidated,
                                         or any entity to which all or substantially all of the Escrow Agent’s escrow business
                                         may be transferred, shall be Escrow Agent under this Agreement without further act.



 


		6.	Compensation;
                                         Acknowledgment. Parent and Borrower, agree to, jointly and severally, pay Escrow
                                         Agent upon execution of this Agreement and from time to time thereafter reasonable compensation
                                         for the services to be rendered by Escrow Agent pursuant to this Agreement. The Escrow
                                         Agent agreed to serve as Escrow Agent in accordance with fee schedule set forth in Schedule
                                         3 attached hereto. Parent and Borrower agree to pay all expenses of the Escrow Agent,
                                         including but not limited to the expenses of its counsel. The obligations of Parent and
                                         Borrower under this Section 6 shall survive any termination of this Agreement and the
                                         resignation or removal of Escrow Agent.



 


		7.	[Reserved].
1



 


		8.	Indemnification
                                         and Reimbursement.



 


		a.	Parent
                                         and Borrower agree to, jointly and severally, indemnify and hold harmless Escrow Agent
                                         and its affiliates and their respective successors, assigns, directors, agents and employees
                                         (the “Indemnitees”) from and against any and all losses, damages,
                                         claims, liabilities, or reasonable and other out-of-pocket costs or expenses (including
                                         reasonable and documented out-of-pocket attorneys’ fees) (collectively “Losses”),
                                         resulting directly or indirectly from (i) Escrow Agent’s performance of this Agreement,
                                         except to the extent that such Losses are determined by a court of competent jurisdiction
                                         to have been caused by the gross negligence or willful misconduct of such Indemnitee,
                                         as determined by a final order of a court of competent jurisdiction; and (ii) Escrow
                                         Agent’s following, accepting or acting upon any instructions or directions, whether
                                         joint or singular, from the Borrower received in accordance with this Agreement.



 


		b.	The
                                         Initial Lenders, on a several basis based on their pro rata share of the Agreed Commitment
                                         Amount, agree to indemnify and hold harmless Indemnitees from and against (i) any and
                                         all Losses resulting directly or indirectly from Escrow Agent’s following, accepting
                                         or acting upon any instructions or directions, whether joint or singular, from the Initial
                                         Lenders received in accordance with Section 3(b) of this Agreement and (ii) to
                                         the extent the Borrower and Parent do not promptly reimburse or indemnify the Indemnitees
                                         contemplated in clause (a) above, all Losses contemplated under clause (a) above.



 


		c.	The
                                         obligations set forth in this Section 8 shall survive the resignation, replacement
                                         or removal of Escrow Agent or the termination of this Agreement.



 





 



 


1
Note to Stroock: Please let us know what information Borrower requires from the Lenders other than wire instructions (i.e.,
tax forms etc.) to pay the lenders ticking fee directly.


 






     



     


    

 


		9.	Notices.
                                         Except as otherwise expressly required in Section 3, all communications hereunder
                                         shall be in writing or set forth in a PDF attached to an email, and shall be delivered
                                         by facsimile, email or overnight courier only to the appropriate fax number, email address,
                                         or notice address set forth for each party as follows:



 


If
to Borrower or Parent:


 


1331
Gemini Street, #250 


Houston,
Texas 77058

Attn: Ben Cowart

E-mail: XXXXXXXXX


 


with
a copy (which shall not constitute notice) to: 


Stroock
& Stroock & Lavan LLP

180 Maiden Lane 


New
York, NY 10038

Attention: Brian Rogers 


E-mail:
XXXXXXXXX


 


	If to Escrow Agent:	Cantor Fitzgerald Securities



900
West Trade Street, Suite #725 


Charlotte,
NC 28202 


Attn:
Bobbie Young 


Phone:
(704) 374-0574 


Email:
XXXXXXXXX


 


with
a copy (which shall not constitute notice) to: 


Cantor
Fitzgerald Securities 


1801
N. Military Trail, Suite 202 


Boca
Raton, FL 33431

Attention: Nils Horning 


E-mail:
XXXXXXXXX


 


with
a copy (which shall not constitute notice) to: 


Shipman
& Goodwin LLP 


One
Constitution Plaza 


Hartford,
CT 06103 


Attention:
Nathan Plotkin 


E-mail:
XXXXXXXXX


 


	If to BlackRock: 	c/o BlackRock Financial Management, Inc.






40
East 52nd Street 


New
York, NY 10022 


Attention:
Zachary Viders and William Im 


E-mail:
XXXXXXXXX and 


XXXXXXXXX


 






     



     


    

 


with
a copy (which shall not constitute notice) to: 


c/o
BlackRock, Inc. 


Office
of the General Counsel 


40
East 52nd Street 


New
York, NY 10022 


Attention:
Lucy Liu 


E-mail:
XXXXXXXXX


 


With
a copy (which shall not constitute notice) to: 


Clifford
Chance US LLP 


31
West 52nd Street 


New
York, NY 10019 


Attention:
Andrew Young 


E-mail:
XXXXXXXXX


 


	If to Whitebox: 	Whitebox Advisors LLC






3033
Excelsior Boulevard, Suite 500 


Minneapolis,
MN 55416 


Attention:
Andrew Thau and Parker Tornell 


E-mail:
athau@whiteboxadvisors.com,


ptornell@whiteboxadvisors.com,


XXXXXXXXX


 


If
to Highbridge:  


Highbridge
Capital Management, LLC 


277
Park Avenue, 23rd Floor 


New
York, NY 10172 


Attention:
Damon Meyer 


E-mail:
XXXXXXXXX


 


	If to Chambers:	Chambers Energy Capital IV, LP.



600
Travis Street, Suite 4700 


Houston,
Texas 77002 


Attention:
Rob Hendricks 


E-mail:
XXXXXXXXX


 


If
to CrowdOut Credit 


	or CrowdOut Capital:  	3001 S. Lamar Blvd.






Suite
A-300 


Austin,
TX 78704 


Attention:
Alexander Schoenbaum 


E-mails:
XXXXXXXXX


 


	If to any Initial Lender:  	A copy to which shall not constitute notice) to:






Sidley
Austin LLP 


787
7th Avenue 


New
York, NY 10019 


Attention:
Leslie Plaskon 


E-mail:
XXXXXXXXX


 


		10.	Compliance
                                         with Directives. In the event that a legal garnishment, attachment, levy, restraining
                                         notice, court order or other governmental order (a “Directive”) is
                                         served with respect to any of the Funds, or the delivery thereof shall be stayed or enjoined
                                         by a Directive, Escrow Agent is hereby expressly authorized to obey and comply with all
                                         such Directives so entered or issued, and in the event that Escrow Agent obeys or complies
                                         with any such Directive it shall not be liable to either of the Parties hereto or to
                                         any other person by reason of such compliance, notwithstanding such Directive is subsequently
                                         reversed, modified, annulled, set aside or vacated.



 






     



     


    

 


		11.	Miscellaneous.
                                                                                                                                                 The provisions of this Agreement may be waived,                                          altered, amended or supplemented, in
                                                                                                                                                 whole or in part, only by a writing signed by Escrow                                          Agent and the Parties. Neither
                                                                                                                                                 this Agreement nor any right or interest hereunder may                                          be assigned by any Party
                                                                                                                                                 without the prior written consent of Escrow Agent and each other                                          Party, and any
                                                                                                                                                 assignment in violation of this Agreement shall be ineffective and void.                                          This
                                                                                                                                                 Agreement shall be governed by and construed under the laws of the State of New
                                                                                                                                                 York. Each Party and Escrow Agent irrevocably waives any objection on the grounds of
                                                                                                                                                 venue, forum non-conveniens or any similar grounds and irrevocably consents to
                                                                                                                                                 service of process by mail or in any other manner permitted by applicable law and consents
                                                                                                                                                 to the jurisdiction of the courts located in the State of New York. To the extent that
                                                                                                                                                 in any jurisdiction either Party may now or hereafter be entitled to claim for itself
                                                                                                                                                 or its assets, immunity from suit, execution, attachment (before or after judgment) or
                                                                                                                                                 other legal process or immunity from liability, such Party shall not claim, and hereby
                                                                                                                                                 irrevocably waives, such immunity. Escrow Agent and the Parties further hereby knowingly,
                                                                                                                                                 voluntarily and intentionally irrevocably waive, to the fullest extent permitted by applicable
                                                                                                                                                 law, any right to a trial by jury with respect to any lawsuit or judicial proceeding
                                                                                                                                                 arising or relating to this Agreement. No party to this
                                                                                                                                                 Agreement is liable to any other party for losses due to, or if it is unable to perform
                                                                                                                                                 its obligations under the terms of this Agreement because of, acts of God, fire, war,
                                                                                                                                                 terrorism, floods, strikes, public health emergencies, electrical outages, equipment
                                                                                                                                                 failure, or other causes reasonably beyond its control. This Agreement, any Joint Written
                                                                                                                                                 Instruction or any Lender Release Instruction or any other directions or certificates
                                                                                                                                                 delivered to the Escrow Agent from the Parties may be executed in one or more counterparts,
                                                                                                                                                 each of which shall be deemed an original, but all of which together shall constitute
                                                                                                                                                 one and the same instrument or instruction, as applicable. This Agreement may be executed
                                                                                                                                                 and transmitted by facsimile or as a PDF attached to an email and each such execution
                                                                                                                                                 shall be of the same legal effect, validity and enforceability as a manually executed
                                                                                                                                                 original, wet-inked signature. All signatures of the parties to this Agreement may be
                                                                                                                                                 transmitted by facsimile or as a PDF attached to an email, and such facsimile or PDF
                                                                                                                                                 will, for all purposes, be deemed to be the original signature of such party whose signature
                                                                                                                                                 it reproduces and will be binding upon such party. If any provision of this Agreement
                                                                                                                                                 is determined to be prohibited or unenforceable by reason of any applicable law of a
                                                                                                                                                 jurisdiction, then such provision shall, as to such jurisdiction, be ineffective to the
                                                                                                                                                 extent of such prohibition or unenforceability without invalidating the remaining provisions
                                                                                                                                                 thereof, and any such prohibition or unenforceability in such jurisdiction shall not
                                                                                                                                                 invalidate or render unenforceable such provisions in any other jurisdiction. The Parties
                                                                                                                                                 each represent, warrant and covenant that (i) each document, notice, instruction or request
                                                                                                                                                 provided by such Party to Escrow Agent shall comply with applicable laws and regulations;
                                                                                                                                                 (ii) such Party has full power and authority to enter into this Agreement and to perform
                                                                                                                                                 all of the duties and obligations to be performed by it hereunder; and (iii) the person(s)
                                                                                                                                                 executing this Agreement on such Party’s behalf and certifying Authorized Representatives
                                                                                                                                                 in the applicable Schedule 1 have been duly and properly authorized to do so, and each
                                                                                                                                                 Authorized Representative of such Party has been duly and properly authorized to take
                                                                                                                                                 the actions specified for such person in the applicable Schedule 1. Except as expressly
                                                                                                                                                 provided in Section 8 above, nothing in this Agreement, whether express or implied,
                                                                                                                                                 shall be construed to give to any person or entity other than Escrow Agent and the Parties
                                                                                                                                                 any legal or equitable right, remedy, interest or claim under or in respect of the Funds
                                                                                                                                                 or this Agreement, or any funds deposited hereunder.



 






     



     


    

 


		12.	Severability.
                                         Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
                                         shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
                                         without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
                                         in any jurisdiction shall not invalidate or render unenforceable such provision in any
                                         other jurisdiction.



 


		13.	Dealings.
                                         Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may
                                         buy, sell, and deal in any of the securities of the Parent and become pecuniarily interested
                                         in any transaction in which the Parent may be interested, and contract and lend money
                                         to the Parent and otherwise act as fully and freely as though it were not Escrow Agent
                                         under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any
                                         other capacity for the Parties or for any other entity.



 


		14.	Termination.
                                         This Agreement may be terminated by a written agreement signed by the Parties and Escrow
                                         Agent at any time and shall terminate automatically upon the full distribution of the
                                         Funds, and all the related account(s) shall be closed, subject to the provisions of Sections
                                         2(c), 6 and 8.



 


[Signature
Pages Follow]


 




     



     


    

 


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


 


PARTIES

VERTEX ENERGY INC., as Parent


 


	By:	/s/
    Ben Cowart 	 
	Name: 	Ben Cowart	 
	Title:	CEO	 









 


VERTEX
REFINING ALABAMA LLC, as Borrower


 


	By:	/s/ Ben Cowart 	 
	Name: 	Ben Cowart	 
	Title:	CEO	 








 





[Signature Page to Vertex Refining Alabama
LLC Escrow Agreement] 




 




     



     


    

 





	INITIAL LENDERS	 
	 	 
	Whitebox
    Multi-Strategy Partners, LP	 
	 	 	 
	By:	/s/
    Daniel Altabef	 






	Name:	Daniel Altabef	 
	Title:	Deputy Chief Compliance Officer and	 
	 	Legal Counsel	 



 


	Whitebox
    Relative Value Partners, LP	 
	 	 	 
	By:	/s/ Daniel Altabef	 














	Name:	Daniel Altabef	 
	Title:	Deputy Chief Compliance Officer and	 
	 	Legal Counsel	 


 





	Whitebox
    GT Fund, LP	 
	 	 	 
	By:	/s/ Daniel Altabef	 








	Name:	Daniel Altabef	 
	Title:	Deputy Chief Compliance Officer and	 
	 	Legal Counsel	 





 





	Pandora
    Select Partners, LP	 
	 	 	 
	By:	/s/ Daniel Altabef	 








	Name:	Daniel Altabef	 
	Title:	Deputy Chief Compliance Officer and	 
	 	Legal Counsel	 





 





[Signature Page to Vertex Refining Alabama
LLC Escrow 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 Vertex Refining Alabama
LLC Escrow 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 Vertex Refining Alabama
LLC Escrow 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 Vertex Refining Alabama
LLC Escrow 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 Escrow Agreement]





 




     



     


    

 


ESCROW
AGENT

CANTOR FITZGERALD SECURITIES


 


	By:	/s/ James Buccola 	 
	Name: 	James Buccola 	 
	Title:	Head of Fixed Income