In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[EX Q]: Exhibit 10.8 Affiliate Program / Premium Affiliate Management General Terms and Conditions

The following General Terms and Conditions are intended for (i) Web site owners (hereafter, Affiliates) who wish to participate as Affiliates in the Affiliate Program provided by element 5 (governed by II. and IV. in these General Terms and Conditions) on the basis of these General Terms and Conditions and also for (ii) Software Publishers who distribute their software products as downloads using the services of element 5 GmbH, Vogelsanger Strasse 78, 50823 Cologne, Germany and its subsidiaries (together hereafter, element 5) and who wish to make use of the additional service provided by element 5 (hereafter, Affiliate Management, governed under III. and IV. in these General Terms and Conditions) for integration of the Affiliate Program provided by element 5.

I. Object of the Affiliate Program/ Affiliate Management Program for Software Publishers

The object of the Affiliate Program provided by element 5 (hereafter, Program) is to publish electronic advertisements on the Web site of the Affiliate for selected software products offered by element 5 Software Publishers. Instead of fixed compensation, the Affiliate receives result- dependent Advertising Cost Compensation (also known in the element 5 Control Panel as Commission) in exchange for publishing the advertisements. The Advertising Cost Compensation depends on the actual sales generated by end users referred via the electronic advertisement (the Affiliate's link).

Within the context of sales processed from this Program, element 5 acts (to the end user) as a service provider for Software Publisher and handles the sales process by proxy of Software Publisher in accordance with underlying share-it! Developer Agreement. element 5 receives an additional service fee from the participating Publishers for this Affiliate Management.

Under the terms of this Affiliate Management, Software Publisher's Control Panel shall mean the password protected secure interface on element 5's Web servers that allows the Software Publisher to gain access to Sales data and End User data through a secure online connection and change Software Publisher related settings, e.g. the commission of the Affiliate and activation and deactivation of the Affiliate.

Affiliate's Control Panel shall mean the password protected secure interface on element 5's Web servers that allows the Affiliate to (i) gain access to referred sales through a secure online connection and (ii) change Affiliate related settings, e.g. input or alteration of personal data, definition of default style within the context of the given technical limitations, and requests for new partnerships with Software Publishers or termination of existing partnerships.

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





II. Affiliate Program

§ 1 Affiliate Participation

Participation of an individual Affiliate in the Program is dependent on activation by the Software Publisher. Once the Affiliate has registered, element 5 will send an e-mail to Software Publisher with a request to activate the Affiliate. Once the Affiliate is activated by the Software Publisher, the Affiliate is considered to be a participant in this program and is bound by these General Terms and Conditions.

§ 2 Products under the Agreement

(1) The Products under the Agreement are software products designated by the respective Software Publisher for this purpose and which can be selected by the Affiliate from a product catalog in the Affiliate Control Panel. (2) Following initial activation of a product under the agreement, the Affiliate has the opportunity to choose further software products (including those from other Software Publishers), found in the Affiliate's Control Panel, and offer them on the Affiliate's Web site under these General Terms and Conditions. However, the offering of these new products is dependent on the Software Publisher activating the Affiliate for the respective software.

§ 3 Control Panel

(1) After successfully completing the registration process for participation in the Program, the Affiliate will be sent a user ID and a password to access to the Affiliate Control Panel. With the user ID and password, the Affiliate Control Panel provides the Affiliate access, via a secure online connection, to a secure area on element 5's Web server so that the Affiliate may, at any time, view the number of software sales the Affiliate has referred, as well as change other settings. (2) When using the user ID and password, the Affiliate shall observe the following obligations and precautions: (i) Only the Affiliate may use the user ID and password. (ii) The password shall be kept strictly confidential. The Affiliate shall take due care to ensure that no unauthorized parties learn the password. (iii) If the Affiliate loses its password or if there is a possibility that an unauthorized party has learned the user ID and password, the Affiliate shall immediately report this to element 5, which can then block access by the Affiliate to the Control Panel. All actions carried out with the user ID and password will be attributed to the Affiliate.

§ 4 Integration of the Link

(1) The Affiliate shall integrate the product under the agreement using the appropriate link on its Web site; the link points to the order form operated by element 5. This link is generated by a Link Generator for the respective product under the agreement. The Link

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





Generator is located in the secure area of element 5's Web site in the Affiliate Control Panel. The link that is generated contains an individualized affiliate user ID by means of which any sales can be attributed to the Affiliate. Proper technical integration of the link is the responsibility of the Affiliate. If the links do not function, no Advertising Cost Compensation will be paid. (2) The Affiliate shall indicate on its Web site that (i) the Affiliate is acting as an independent partner of the respective Software Publisher by participation in the Affiliate Program provided by element 5 and (ii) The Software Publisher is the seller of the product and the payment process is administered by element 5. (3) The Affiliate shall produce a brief description for each activated product on its Web site. The Affiliate is responsible for the content, the style and the layout of this information. The Software Publisher can provide the Affiliate with graphics and text in an electronic format for use in describing the product, which the Affiliate shall use for the purpose of advertising the Products under the Agreement and links according to the instructions of the Software Publisher. The Affiliate should be aware that the product prices and availability may change at any time. It is not recommended that the price be listed on the Web site of the Affiliate. Maintenance of these product prices is possible only on the Web sites of the Software Publisher and the Publisher's corresponding site operated by element 5.

§ 5 Order Processing

(1) element 5 shall be responsible for the entire order processing for the referred end user according to the terms and conditions of the underlying share-it! Developer Agreement between the Software Publisher and element 5. element 5 shall provide the order forms for the order processing on its Web server; receive payments from the referred end users and forward these payments, less the agreed Advertising Cost Compensation, the service fees and relevant value added tax (VAT) to the Software Publisher; handle refunds and returns according to the provisions of the underlying share-it! Developer Agreement; and provide end user service relating to the administration of the order. The Software Publisher shall provide technical end-user service. (2) element 5 reserves the right to reject queries and orders which do not meet its requirements; including, in particular, orders by referred end users who do not meet credit requirements, who do not authorize direct debiting from their bank account, or who do not present a valid credit card. (3) An agreement by the Software Publisher with the referred end user does not exist until either a written or electronic order confirmation arrives from element 5 in the name of the Software Publisher or when element 5 begins to fulfill the agreement in the name of the Software Publisher. Typographical, printing and computation errors on the Web site of the Affiliate shall be charged to said Affiliate.

§ 6 Advertising Cost Compensation

(1) element 5 will pay Affiliate its advertising costs (including Vat, if any, on presentation of a valid VAT invoice) if an end user arrives via the link integrated in Affiliate's Web site at the order page hosted by element 5 for the respective Software

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





Publisher's Product under this Agreement and end user uses the automatic ordering system that carries out the registration and payment processing, so that the Affiliate's link is deemed to be directly causative for the entry of the End User into the agreement with the Software Publisher and End User's payment, proving that all requirements are irrevocably met (agreements arising in a qualified manner). Affiliate is only eligible to earn the Advertising Cost Compensation on sales occurring during the term of this Agreement and fees earned up to the date termination will remain payable only if the related orders are not cancelled or returned. (2) Insofar as the referred end user accepts cookies when clicking on Affiliate's link, proceeds from orders will be taken into account which do arise within the lifespan (of max. 180 days) of the cookie(s) used and/ or possibly within the lifespan of a special action of the Software Publisher via integrated link. (3) element 5 shall record and compute on a monthly basis the amount of said Advertising Cost Compensation for the Affiliate. (4) The computation basis for determining the value of the Advertising Cost Compensation is calculated by the gross sales price (including taxes, shipping and handling, etc.) actually invoiced to the referred end user. The percentage of the respective Advertising Cost Compensation shall be stipulated by the Software Publisher, but shall not exceed 50% of the effective gross sales price of the software. (5) The Advertising Cost Compensation shall not be paid if and insofar as it is determined that the end user will not meet its payment obligations or will meet them only partially, or if for any other reason the invoice to the end user was cancelled (e.g. in cases where a charge back of a credit card charge, a debit advice or other return or refund of the software product occurs). If the Advertising Cost Compensation was previously paid by element 5, it can be offset or invoiced to Affiliate at element 5's own discretion. (6) The payment of the Advertising Cost Compensation shall occur monthly insofar as the sum due exceeds a value of 100 EUR / 100 USD. If this is not the case, the sum due can be retained until a total value of at least 100 EUR / 100 USD is reached, at the latest, upon termination of the Affiliate's participation in the Program. (7) The payment can be made by wire transfer, Direct Deposit (US only) or check, as chosen by the Affiliate. (8) The invoicing is deemed to be approved if the Affiliate does not object in writing, including a statement of reasons, within four weeks.

III. Affiliate Management for Software Publishers

§ 1 Participation by the Software Publisher

(1) Software Publisher's participation in Affiliate Management indicates that the Software Publisher agrees to these General Terms and Conditions, and that the Software Publisher shall integrate the Affiliate Program into the Web site using a corresponding link. (2) To generate revenue through this Program by means of sales referred by the Affiliate, the Affiliate, after completion of registration, must be activated by the Software Publisher in the Control Panel. The Software Publisher will be informed of the Affiliate's

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





registration per e-mail with a request for the Affiliate's activation from element 5. (3) By configuring the settings in the Control Panel, the Software Publisher determines the amount of the success-based Advertising Cost Compensation. If the Publisher does not configure any settings, then it will accept the default settings proposed by element 5 when activating the Affiliate. Prior to making changes in the Control Panel regarding the amount of the Advertising Cost Compensation, written notification must be given to element 5 and the Affiliate.

§ 2 Integration of the link

(1) element 5 shall make a hyperlink available to the Software Publisher that links to the appropriate registration form for the Affiliate Program. The link can be accessed in the secure Software Publisher Control Panel on element 5's Web site under Affiliate Management. (2) Every Affiliate must complete the registration form once prior to participating in the Program and agree to these General Terms and Conditions by checking the Online checkbox. Afterwards, the Affiliate can also advertise other Products under this Agreement (see above § 3) after activation by the respective Software Publisher.

§ 3 element 5's Service Fee

For each sale administered by element 5 of the Software under this Agreement, element 5 shall receive an additional service fee of 2% of the gross sales price (including taxes, shipping and handling, etc.) as well as the Advertising Cost Compensation defined in II. § 6 (4) and in addition to VAT or sales tax (where applicable). element 5 will pay the Affiliate the Advertising Cost Compensation as defined in II. § 6 . Further invoicing terms are obtained from the existing business relationship, defined in the respective share-it! Developer Agreement between Software Publisher and element 5.

IV. General terms

§ 1 License

Upon activation of the Affiliate, the Software Publisher grants the Affiliate a non-exclusive, revocable right to use provided advertising material, notices and all further presentations (insofar as available - also known hereafter as Material) only for the purpose of designating its Web site as a partner Web site and presenting the designated advertising Material. Under no circumstances may the transferred Material be edited or modified without prior written permission of the Software Publisher. element 5 and the Software Publisher retain all rights with regard to their logos, their trade name or their trademarks and other commercial protection rights. The Software Publisher and element 5 are authorized to revoke the license granted to the Affiliate at any time by written notice.

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





§ 2 Changes to these provisions

element 5 RESERVES THE RIGHT TO MODIFY AND TO SUPPLEMENT THESE GENERAL TERMS AND CONDITIONS AT ANY TIME. THE CURRENT VERSION WILL BE MAINTAINED FOR VIEWING AS A HYPERLINK ON element 5's WEB SITE IN THE CONTROL PANEL. MOREOVER, element 5 WILL ANNOUNNOUNCE ANY CHANGES TO THESE TERMS VIA E- MAIL. WHITHIN 14 DAYS OF THE ANNOUNCEMENT OF CHANGED PARTICIPATION TERMS, AFFILIATE AND SOFTWARE PUBLISHER MAY OBJECT TO SUCH CHANGES. IF NO OBJECTION IS RECEIVED DURING THIS TIME, THE PARTICIPANT IS DEEMED TO HAVE ACCEPTED THE CHANGES AND THEY WILL BECOME PART OF THE EXISTING RELATIONS UNDER THE AGREEMENT.

§ 3 Correspondenceont>

Correspondence shall take place preferably via e-mail, which is accorded the same status as postal mail. Qualifying dates are always agreed as Receipt by Recipient, unless otherwise noted. For e-mail, the receipt of the message on the destination mail server is deemed to be the time of reception.

§ 4 Independence of Relations under the Agreement

The parties to the contract shall operate their Web sites independently of one another and are solely responsible for the content, technology used, and design. This agreement may not be construed as establishing between the parties a company or an association, nor does it establish an employment relationship or a commercial agent agreement. The parties to this agreement are not authorized to act in the name of the other party and / or to accept offers or make any statements on behalf of the other party. As an exception to the previous sentence, element 5 is authorized to make statements on behalf of the Software Publisher pursuant to these T&C and the element 5 vendor agreement (formerly known as e-sales contract).

§ 5 Guarantee by the Party to the Agreement for its Web site

(1) The Affiliate shall be responsible for the entire content of its Web site. The Affiliate guarantees in particular that (i) It will integrate advertising Material according to the provisions and instructions of the Software Publisher into that Affiliate's Web site insofar as said Material was transferred to the Affiliate; (ii) The material used the Affiliate's Web site will not contain any representations of violence, sexually related contents or discriminatory statements or representations with regard to race, sex, religion, nationality, handicap, sexual preference and orientation, or age, nor will said Material be unlawful in any way; (iii) The Material used on the Affiliate's homepage will not infringe upon the rights of third parties, particularly patents, copyrights, trademarks or other commercial protection rights as well as general personality rights and cannot be mistaken for the products of the Software Publisher and/or element 5 or a Web site operated by the Software Publisher and/or element 5; (iv) It will not send any e-mail without the express

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





consent of the receiver(s) (no spam e-mails). (2) The Affiliate shall guarantee the above named properties of its Web sites and will pay defense costs and indemnify and keep fully indemnified the Software Publisher and element 5, its subsidiaries and its and their directors, officers, employees and agents upon demand from any and all claims, demands, costs, liabilities, losses, expenses, and damages (including reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with any breach by Affiliate of its warranty set out in this clause.

§ 6 Limitation of liability

(1) The parties exclude mutual liability for slightly negligent violation of obligations in connection with this agreement, with the exception of § 16 and § 5 (3) of this agreement. This includes in particular the liability exclusion for lost profit, the loss of data or interruption to or errors in the operation of the Web site of the Affiliate. The above liability exclusion also applies to the personal liability of employees, representatives and persons employed to perform the obligations of the parties to the agreement. The limitation of liability does not apply to claims arising through initial incapacity or in case of justifiable impossibility. (2) Any possible product liability claims are unaffected by the above limitations. Insofar as element 5 or the Software Publisher violates an essential obligation under the agreement, the obligation to pay restitution is limited to the damages that typically arise. (3) element 5 makes no guarantees in regard to the Software Publisher's software products offered via its Web site. Moreover, element 5 does not guarantee the Affiliate that the operation of its Web sites will be maintained without interruptions and without errors. Liability is expressly excluded for the consequences of such interruptions or errors.

§ 7 Agreement period / Cancellation

The term of this Agreement will begin upon acceptance of Affiliate's Program application and will end when terminated by either party of this Agreement. This Agreement is entered into for an unlimited period of time. Either party may cancel this Agreement at any time, with or without supplying a reason, through written notification or by making suitable settings in the respective Control Panel.

§ 8 Termination of the agreement

(1) When the agreement ends, all usage rights of the Affiliate and Software Publisher accorded by this agreement with regard to the provided logos or Web site contents expire. (2) Upon termination of the relationship under this agreement, the Affiliate is obligated to undertake all of the technical measures necessary to delete from its Web site all links that refer to the Web sites of element 5 or to the Software Publisher. The same applies upon termination of Affiliate Management for links of the Software Publisher that were established in connection with the participation in Affiliate Management on its Web site. (3) element 5 is authorized to retain final payment for a reasonable time, minimum for 30 days after the end of the respective quarter, to ensure that the correct amount is paid.

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005





Affiliate is only eligible to earn the Advertising Cost Compensation on sales of Software Publishers Products occurring during the term of this Agreement and fees earned up to the date termination will remain payable only if the related orders are not cancelled or returned. If the Advertising Cost Compensation was previously paid by element 5, it can be offset or invoiced to Affiliate at element 5's own discretion.

§ 9 Final provisions

(1) Force majeure If a party is unable to fulfill its obligations under the agreement for reason of force majeure, it shall immediately inform the other party thereof and do everything in its power to resume normal operations as quickly as possible. In such case, the affected party shall not be deemed to be in breach of contract and cannot be held liable. (2) Provision for written form Additional agreements, changes or additions are valid only if element 5 has confirmed them in writing. The same applies to the warranting of properties. (3) Severability clause If any provision of this agreement is or becomes invalid, the validity of the remaining provisions shall not be affected. Insofar as a provision is invalid, the parties will agree on a new provision which comes as close as possible to the intent of the invalid provision and which is legally valid. (4) Applicable law and jurisdiction Even in case of agreements with foreign (non-German) Software Publishers and Affiliates, the law of the Federal Republic of Germany applies. The place of jurisdiction for all claims arising in connection with this business relationship is Cologne, Germany.

Source: SOUTHERN STAR ENERGY INC., SB-2/A, 12/2/2005
[EX A]: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

[EX Q]: Vertex Energy, Inc. 8-K Exhibit 10.1 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 JOINT SUPPLY AND MARKETING AGREEMENT This Joint Supply and Marketing Agreement (hereinafter referred to as the JSMA) shall be effective as of May 1, 2020 the Commencement Date and is made and entered into this 10t h day of January, 2020 between Bunker One (USA) Inc., with principal offices located at 107 St. Francis Street, Mobile, AL 36602 (Bunker One), and Vertex Energy Operating, LLC, with principal offices located at 1331 Gemini Suite 250, Houston, TX 77058 (Vertex). BUNKER ONE and VERTEX are hereinafter sometimes referred to as a Party or jointly as Parties. WHEREAS: A. Vertex currently owns a production facility in Marrero, LA which has the capacity to produce 100,000 bbls/mo. +/- 10 % of a feedstock/product (the Output) that can be consumed as bunker suitable fuel for offshore use and use as a marine vessel's propulsion system. See Appendix A for qualities of the feedstock/product (the Product). B. Bunker One being a physical supplier of bunker fuel having blending expertise being able to utilize the Product together with associated physical assets for storage and transportation, leased and owned real property, tangible and intangible personal property, personnel, intellectual prop- erty and know-how (collectively the Bunkering Business). C. Pursuant to the terms of a Co-operation Agreement that went into effect on October 15, 2017 (the Original COOA), which addressed the sourcing, storing, transportation, marketing and selling of the Product in the states of Louisiana and Texas, Vertex agreed to sell, and Bunker One agreed to purchase, the Output (as defined in the above) each month. By virtue of entering into this JSMA the Parties intend to continue the activities previously conducted pursuant to the Original COOA and expand thereon as more particularly hereinbelow set forth. D. The overall objective of the Original COOA was to give the Parties the opportunity to further expand their business by co-operating in the sourcing, storing, transportation, marketing and selling of the Product in and around Louisiana and Texas, where (i) Vertex was primarily responsible for the sourcing and storing of the feedstock Product, (ii) Bunker One was primarily responsible for the transporting, blending, marketing, selling and delivering of the Product, (iii) Bunker One was responsible for the risk management/exposure (e.g. hedging) of the bunker fuels, and (iv) Bunker One was the exclusive seller of the Product to third parties. E. The Parties wish to amend and restate the Original COOA as a JSMA to extend the term, provide for the inclusion of new and existing businesses and territories not previously included in the Original COOA, and to address certain governance issues, all as more particularly hereinbelow provided.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





THE PARTIES hereto hereby agree as follows: 1. Definitions. Area means Texas, Louisiana, Alabama and areas immediately adjacent thereto if mutually agreed. Bunker Holding, a Danish holding company and sole shareholder of Bunker One (USA) Inc.. Business Day means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00a.m. and close at 5:00p.m. Houston, Texas, time. JSMA Output has the meaning ascribed thereto in Section 2.1. Effective Date means the date as of which the last signature of a Party is affixed hereto. Fiscal Year shall mean the period beginning with May 1st in each calendar year and ending on the next succeeding April 30t h. Hedge Position Value means the then current settlement value of any and all open hedge transactions entered into by Bunker One as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. Hedging Profit means the greater of zero and the net gain on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any interest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. Hedging Loss means the lesser of zero and the net loss on all hedging transactions closed and settled during the applicable Tracking Account reporting or settlement period, including any in- terest received by Bunker One with respect to any margin deposits made by Bunker One with any hedge transaction counterparties exclusive of any such amount in excess of that which would be taken into account by parties dealing at arm's length on a commercial basis. Interest Rate means (a) with respect to a non-defaulting Party, a per annum rate of interest equal to USD 1M LIBOR as per the last fixing of the preceding month + 3.5 per cent pro anno (compounded monthly for each month or part thereof) and (b) with respect to a Defaulting Party, a per annum rate of interest equal to 5 % over the rate mentioned above in (a), provided, how- ever, that the rate set forth in (a) shall be adjusted by the Parties annually at the last meeting of the JDMB (as such term is defined in the Heads of Agreement entered into between the Parties as of January 10, 2020. Inventory shall mean the Product purchased by Bunker One pursuant to this Agreement. Inventory Cost shall mean the amount paid by Bunker One to Vertex for the Inventory.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





Inventory Market Value shall mean the then current market value of Inventory as determined by Bunker One on a mark-to-market basis in a commercially reasonable manner. Inventory Resale Transaction(s) shall mean any sale by Bunker One to a third party of the Inventory whether or not the Inventory is sold in the original condition delivered to Bunker One or is blended by Bunker One into a different product. Nomination shall be as defined in Section 2.6. Output has the meaning ascribed thereto in the recitals. Product has the meaning ascribed thereto in the recitals. Remaining Exposure means Total Exposure plus payments received by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period less payments made by Bunker One and Vertex pursuant to this Agreement during the applicable Tracking Account Statement reporting period. Term Sheet means that certain summary of terms regarding the proposed purchase of Series B1 Preferred Shares of Vertex Energy, Inc. dated November 25, 2019. Total Exposure means the sum of (i) Unrealized Gain on Hedging, (ii) Unrealized Loss on Hedg- ing, (iii) Unrealized Gain on Inventory, (iv) Unrealized Loss on Inventory and (v) Total Realized P/L. Total Realized P/L means and shall be equal to the sum of each monthly calculation of below following IFRS principles: (a) the sum of: (i) gross revenue received by Bunker One from any third party for Inventory Resale Transactions (but excluding for any applicable Tracking Account reporting or settlement period any such gross revenue that was included in a prior reporting or settlement period as described in clause (ii) immediately below), (ii) gross revenue due, but not yet received by Bunker One from any third party for Inventory which has been sold at a fixed price, whether or not delivered, (iii) Hedging Profit; and (iv) proceeds of insurance maintained by Bunker One with respect to the Inventory that are received by Bunker One; less (b) the sum of: (i) the measured cost of the goods sold, (ii) all actual costs incurred by Bunker One (U.S.) hereunder including, but not limited to costs for tank storage, tank expenses, tank cleaning, freight (includes fleeting/heating/tanker man/sparging), cargo insurance, inspection, demurrage, broker commissions, blending costs (including blending inventories/products, additives and other direct costs incurred in blending the Product for resale), financial charges, interest, Transfer Taxes and miscellaneous items,

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





(iii) Hedging Loss, and (iv) SG&A costs allocated to the operation (to be agreed to in a budget and in writing ahead of time, provided, however, neither Party will include SG&A incurred by a parent entity absent mutual agreement otherwise). Transfer Taxes means all transfer, documentary, sales, use, stamp, registration, conveyance or similar taxes or charges (Transfer Taxes) arising out of the transactions contemplated hereby and all charges for or in connection with the recording of any document or instrument contem- plated hereby. Unrealized Gain on Hedging means the greater of zero and the Hedge Position Value. Unrealized Loss on Hedging means the lesser of zero and the Hedge Position Value. Unrealized Gain on Inventory means the greater of zero and the net gain in Inventory Market Value as compared to the Inventory Cost. Unrealized Loss on Inventory means the lesser of zero and the net loss in Inventory Market Value as compared to the Inventory Cost. 2. Co-operation procedure. 2.1. Sourcing and Purchase. Vertex shall be responsible for the sourcing/producing of the Product and shall sell to Bunker One, and Bunker One shall purchase, the agreed Output of the Product in accordance to FOB (Marrero, LA, US (or per new/additional agreed Area)) the Incoterms® 2010 rules, at the following scheduled pricing: the arithmetic mean of Platts #2 USGC Pipe and Platt's ULSD USGC Waterborne on agreed pricing days less the agreed upon discount [****]. Pricing mechanism for the Product will be made in accordance to FOB (Marrero, LA, US) the Incoterms® 2010 rules (hereinafter, the Product Cost). The above pricing will be mutually negotiated and revised every third month. Unless the Parties otherwise agree in writing, 100% of the Output shall be allocated for use in the Area (the COOA Output) . Vertex, on not less than 120 days prior written notice to Bunker One (the Withdrawal Notice), shall have the right to remove all or a portion of the Output from the coverage of the JSMA, provided, however, that, in such event, (a) Vertex shall supply a volume of alternative material equal to, or better than, in amount and quality (the Alternative Supply) to the volume of material withdrawn, or (b) Vertex shall reimburse Bunker One for the net loss experienced by Bunker One by reason of the loss of the withdrawn material, determined on the basis of what Bunker One would have earned on a net basis under the terms of the JSMA had the Output not been withdrawn.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





In addition, in calculating the net loss experienced by Bunker One in the event of withdrawal subject to compensation under (b) mentioned in the above, Vertex shall be credited with any additional income realized by Bunker One, determined on a cumulative basis from and after the date of this JSMA, for any Product provided by Vertex in excess of the Output as well as any cost savings realized by Bunker One with respect to the Alternative Supply. 2.2. Blending. The JSMA Output is meant for blending into other products by Bunker One for the pur- pose of being transformed into bunker suitable fuel for a marine vessel's propulsion system and/or marketable wholesale products in various other markets for sale by Bunker One to cus- tomers in the Area. Bunker One will be solely responsible for the blending, marketing, sale and delivery of the Product in the Area. The JSMA Output may also be sold as is without any blending. 2.3. Storage. The Parties will, with prior written agreement, coordinate efforts to secure storage ca- pacity for the accumulation and blending of Product to make up the cargo to be supplied pursuant to the JSMA. The Parties agree that tank/storage fees incurred for the sole (any other use will be upon mutual written agreement) purposes of the JSMA shall be for the account of the JSMA. At commencement of this Agreement the Parties have entered into the sublet agreement attached hereto as Appendix B. 2.4. Vessel Charter: Bunker One will coordinate, secure and charter suitable vessels needed for the shipment of the Product to various sale destinations. The Parties agree that fees incurred in con- nection with chartering vessels for the sole (any other use will be upon mutual written agreement) purposes of the JSMA shall be for the account of the JSMA. 2.5. Risk management: Bunker One shall be responsible for obtaining risk management related prod- ucts / hedging of the JSMA Output consistent with the decisions of the JDMB under the Heads of Agreement. All fees incurred, and profit/loss incurred in connection with hedging of the JSMA Output shall be for the account of the JSMA. All hedging is to be done on a physical, not specula- tive, basis. 2.6. Exclusive co-operation: It is agreed that only Bunker One will be marketing this JSMA and the JSMA Output towards various customers, but if a Party receives a Nomination (being a written or oral request by/from a customer to a Party stating delivery place, delivery date and window etc.) or any other communication from a customer regarding the supply of Product (either spot or whole cargo) in the Area, the Party is obliged to forward the Nomination to Bunker One and refer the customer to Bunker One. During the Term, neither Vertex nor any affiliate of Vertex may sell any Product to any customers for their use as bunker fuel other than pursuant to the terms of this JSMA. All sales towards customers for bunker fuel will be carried out exclusively by Bunker One in accordance to the terms set forth herein. As such all communication with customers shall go via Bunker One unless otherwise is specific written agreed in advance. 3. Mutual Cooperation. 3.1. The JSMA will generate either a profit or a loss which shall be distributed between the Parties as set out forth further below in this clause. VERTEX and Bunker One will act cooperatively in a commercially reasonable manner, to maximize profits and minimize losses and comply with all terms and conditions pursuant to the JSMA. The Parties have established a Joint Decision-Making Body that will: (a) establish a budget no later than March in each Fiscal Year for the immediately ensuing

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





Fiscal Year, to include forecasts of income and expense and planned capital expenditures (which capital expenditure budgets shall include a focus on items related to the supply and optimization of the marine fuels or components and items related to support the marketing of the Product and associated credit risks with respect to Bunker One, and with respect to Vertex, a focus on asset acquisition/leasing of improvements required in support of acquisition and production of the Product to the refining rack or other designated transfer point), (b) review the financial information provided by the respective Parties for the transactions occurring during the preceding month/quarter/year; (c) Strategize on the proposed blending plan, ensuing month for volume and margin per MT. plan for resupply of components and associated pricing targets, related expenses, timing and volumes; (d) discuss and approve any other business brought before the Committee for its review and approval. 3.2. Accounting Records; Reporting: Bunker One shall establish and maintain at its office in Mobile, Alabama a detailed ledger (the detailed ledger) within their current reporting system with re- spect to this Agreement and all transactions hereunder sufficient to track and reconcile all such transactions and to calculate and track Hedge Position Value, Hedging Profit, Hedging Loss, Inventory Cost, Inventory Market Value, Remaining Exposure, Total Exposure, Total Realized P/L, Inter- est, Unrealized Gain on Hedging, Unrealized Loss on Hedging, Unrealized Gain on Inventory and Unrealized Loss on Inventory and any and all payments made by or to Bunker One or Vertex with respect to this Agreement. 3.3. Bunker One shall prepare and provide to Vertex, on a monthly and quarterly basis, a statement setting forth the status of the detailed ledger and each component thereof (the detailed ledger Statement). The detailed ledger Statement and all other reports and settlement statements provided for herein shall be in such format as may be agreed upon by the Parties from time to time and shall include such supporting documentation as is reasonably necessary or reasonably requested by Vertex to enable Vertex to verify the accuracy of such report or settlement statement. Bunker One shall prepare and maintain such other accounting and transaction records as may be necessary to provide a full accounting of all transactions and other activities under this Agree- ment. Vertex has the right, at its sole expense and during normal working hours, to have a third party accountant examine the records of Bunker One. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid. 4. Settlement and Payment term. 4.1. Payment by Bunker One for the Product, as defined in clause 2.1, will be made by wire transfer within three (3) Business Days after the date Vertex invoices Bunker One, to an account desig- nated from time to time by Vertex. 4.2. On or before the seventh (7t h) Business Day after the end of each quarter during the Fiscal Year May 1- April 30) Bunker One shall prepare and send to Vertex the detailed ledger statement for the immediately preceding quarter. If any such quarterly detailed ledger statement, or the final detailed ledger statement issued by Bunker One, shows positive Remaining Exposure for the pe- riod covered by the statement, then Bunker One shall pay [****] percent ([****]%) of such amount to Vertex. If any such quarterly detailed ledger statement shows negative Remaining Exposure for the period covered by the statement, then Vertex shall pay [****] percent ([****]%)

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





of such amount to Bunker One. The first ledger statement for the first full fiscal quarter ending after the Effective Date shall include an adjustment taking into account the period beginning with the first day following the last day included in the last ledger statement provided under the terms of the Original COOA, and the first day of the period included in the first ledger statement provided in accordance with the provisions of this JSMA. For example, if the last ledger statement provided under the Original COOA includes the three-month period ending on September 30, 2019, and the first ledger statement provided under the terms of this JSMA includes the three- month period ending January 31, 2020, then such first ledger statement shall also include the month of October, 2019 in addition to the months of November, December and January. 4.3. In addition to the foregoing, on or before the fifteenth (15t h) Business Day after the end of each Fiscal Year Bunker One shall prepare and send to Vertex the detailed ledger statement for the immediately preceding Fiscal Year calculated on a cumulative basis showing payments made and received by the Parties in satisfaction of the percentage splits shown above, adjusted to include any period excluded by reason of the conversion from a calendar year to a fiscal year in the same manner in which quarterly calculations are adjusted in Section 4.2 (i.e. the months of January, February, March and April, 2019 would be excluded in the annual calculations for the Fiscal Year ending April 30, 2020, and these must be included for purposes of preparing the ledger statement for FYE 4/30/20). In the event a Party has received payments in excess of those to which such Party is entitled on a cumulative basis as reflected in the annual detailed ledger Statement, such Party shall remit such excess to the other Party promptly upon receipt of demand therefor, or if such Party has underfunded its obligation in these same regards, such Party shall promptly remit the amount underfunded to the other Party. Any amount to which a Party is entitled by virtue of any monthly or quarterly detailed ledger Statement in excess of that reflected in the annual de- tailed ledger Statement that has not been received shall be canceled. 4.4. In addition, within thirty (30) days after the later of the expiration of the Term or the final settlement and termination of all resale and hedge transactions entered into during the term of this Agreement, Bunker One shall issue a final detailed ledger Statement. If the Remaining Exposure shown on such final detailed ledger Statement is less than zero then Vertex shall pay [****] percent ([****]%) of such amount to Bunker One. If the Remaining Exposure shown on such final detailed ledger Statement is greater than zero then Bunker One shall pay [****] percent ([****]%) of such amount to Vertex. 4.5. Payment for any amounts due in accordance with the above shall be made within three (3) Business Days after the date of the applicable detailed ledger Statement. If any detailed ledger State- ment is disputed in good faith, the Party owing money will pay the undisputed portion by the due date and will by such due date provide a written explanation of the basis for the disputed portion to such due date. The Parties shall endeavor to resolve any disputes promptly, and the disputed amount found due, if any, plus accrued interest at the Interest Rate shall be paid within three (3) Business Days following resolution of the dispute. All payments under the terms of this Agreement shall be made in US Dollars and immediately available funds. The Parties shall net all undisputed amounts due and owing on the same day, and/or past due, arising under this Agreement such that the Party owing the greater amount shall make a single payment of the net amount to the other Party. Interest on late payments shall accrue at the Interest Rate from the due date until the date of payment.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





5. Term 5.1. The term of this JSMA shall commence on May 1, 2020 (the Commencement Date) and ends at April 30, 2029 (the Term), with automatic renewals each for a period of five (5) years (a Renewal Term) unless notice is given pursuant to 5.2. 5.2. This JSMA will be terminated as of the end of the Term or any Renewal Term, by either Party giving written notice of non-renewal to the other Party no less than 120 prior to the applicable expiry date (the Termination Period). 5.3. If at any time an Event of Default (as defined below) has occurred and is continuing, the Defaulting Party shall have ten (10) days after receipt of written notice from the Non-Defaulting Party speci- fying the default, within which to cure any such default, unless such default is not susceptible of cure within such ten (10) day period in which case the Defaulting Party shall have such additional time as may be accepted by the Non-Defaulting Party (in its sole discretion), provided that the Defaulting Party initiates cure proceedings promptly and thereafter diligently pursues cure to completion. Notwithstanding the foregoing, in no event shall the cure period exceed thirty (30) days. Upon the expiration or lapse of all notice and cure rights if the default remains uncured the Non-Defaulting Party may terminate this JSMA with immediate effect. 5.4. In the event of a termination in accordance to clause 5.2 it is agreed that both parties agree to unwind and minimize costs and exit the JSMA as soon as practicably possible not exceeding 120 days. 5.5. In the event of a termination in accordance to clause 5.3 the Defaulting Party has to indemnify and hold harmless the Non-Defaulting Party for any and all losses, damages, costs etc. incurred by the Non-defaulting Party as a consequence of an Event of Default. 5.6. A Party may terminate the JSMA immediately upon the delivery of written notice to the other Party if there has been a Change in Control. The term Change in Control, as used in this Agreement, means (A) the sale or transfer, through one transaction or a series of transactions, of all or some portion of the issued and outstanding shares of voting equity interests of a Party, or such Party's parent, such that the majority of such equity interests are owned by individual(s) or entity(ies) that did not own a majority of such equity interests on the Commencement Date; (B) the reorganization, merger or consolidation of a Party, or such Party's parent, unless immediately following such business combination, all or substantially all of the individuals and entities who were the beneficial owners of either entity immediately prior to such business combination beneficially own, directly or indirectly, a majority of the issued and outstanding shares of voting equity interests of such entity; (C) the sale or transfer, through one transaction or a series of transactions, of all or substantially all of the assets of a Party, or such Party's parent; or (D) the occurrence of any other event(s) whereby the individual or group of individuals who ultimately own or control a Party or such Party's parent as of the Commencement Date no longer has the right or ability to control or cause the direction of the management and policies of such entity. For these purposes Bunker Holding Group is the parent of Bunker One, Inc., and Vertex Energy, Inc. is the parent of Vertex Energy Operating LLC.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





6. Event of Default 6.1. The occurrence at any time of any of the following events, and expiration of any applicable notice or cure rights, shall constitute an event of default (an Event of Default) : 6.1.1. A Party fails to make, when due, any payment under this JSMA and such failure is not remedied within three (3) Business Days after written notice of such failure is given to the Party; 6.1.2. A Party fails to comply with or perform any other obligation under this JSMA, if such failure is not cured within the expiration of all applicable notice and cure rights; 6.1.3. Insolvency etc. A Party is (i) dissolved; (ii) becomes insolvent or is unable to pay its debts as they fall due or admits to be so in writing; (iii) makes a general arrangement with or for the benefits of its creditors; (iv) suspends making payments; (v) institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law other similar law affecting creditor's rights, or a petition is presented for its winding-up or liquidation and such petition is not withdrawn, dismissed, discharged, stayed or restrained within thirty (30) days; (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it for all or substantially all its assets; (vii) has a secured party take possession of all or substantially all its assets; (viii) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (i)-(viii); or (ix) takes any action in furtherance of, or indicating its consent of, approval of, or acquiescence in, any of the acts referred to in this clause. 7. Taxes 7.1. Each Party is responsible for payment and reporting of its federal, state, and local income taxes and state franchise, license, and similar taxes required for the maintenance of its business existence. 7.2. Should any unexpected taxes, fees, and/or other charges, including penalties and/ or interest, occur because of one Party's failure to pay and/or report, said Party shall bear all costs associated with such failure and shall indemnify the other Party from additional costs. 8. Confidentiality 8.1. The JSMA is private and confidential. Both Parties agree that all information, other than Exempt Information, obtained in connection with the JSMA from the other Party shall be treated as confidential property of the other Party, and such confidential property shall not be disclosed without the written consent of the other Party or used by the other Party for any purpose other than fulfilling its duties and responsibilities established hereunder; provided however, that either Party may disclose such information where required or requested by any law, court of competent jurisdiction or any judicial, governmental, supervisory or regulatory body, provided that the disclosing Party notifies the other Party (to the extent permitted by law and regulation), as soon as possible, upon becoming aware of any such requirement to give that Party the opportunity to seek any other legal remedies to maintain such information in confidence. Each Party shall use its reasonable efforts to have the information maintained as confidential when such disclosure is required. Exempt Information is any information that the recipient can demonstrate (a) was in

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





its possession prior to the time of disclosure; (b) is or becomes public knowledge through no fault, omission, or other act of the recipient; (c) is obtained from a third party under no obligation of confidentiality; or (d) was independently developed by or for the recipient without violating the terms of this Agreement. 8.2. In the event that any Party makes a disclosure contrary to the provisions of this clause the other Party shall have the right, without prejudice to any other rights or remedies it may have hereunder or otherwise, to terminate the JSMA effective immediately upon notice to the disclosing Party. The obligation of confidentiality shall be of a continuing nature for 2 years after termination of this JSMA and shall not be canceled by the expiration, suspension or termination of the JSMA. Notwithstanding the foregoing, each Party on demand shall promptly disclose to the other all documents and accounts relating to the JSMA. 9. Non-competition 9.1. Both Parties undertake, during the Term of this JSMA and for 2 (two) years from the termination or expiry of the JSMA not to directly conduct or otherwise promote activities which compete at the point source of the other Party's business in the Area. The point source of Vertex being a specialty refiner of alternative feedstocks engaged in supply and marketing of said refined streams and the point source of Bunker One being a marine fuel blending bunker company with sale outlets via trade, direct, wholesale and bunkering business. Any exceptions from the above-stated principle require the written consent of the other Party. Each Party is entitled to exercise any and all rights and remedies available at law or in equity, including, without limitation, pursuing injunc- tive relief. 10. No authority to bind. 10.1. Neither Party has the authority to bind or enter into any contracts or agreements on behalf of the other Party, unless instructed in writing prior to the conclusion of the respective transaction. The Parties specifically acknowledge that they are not establishing a joint venture or partnership or any similar arrangement. 11. Assignment. 11.1. Neither Party shall assign or transfer any rights or obligations hereunder without the express prior written consent of the other Party, which may not be unreasonably withheld. Nothing in the JSMA is intended or shall be construed to confer upon or give to any person or entity any rights as a third party beneficiary of the JSMA or any Party thereof. 12. Indemnification. 12.1. Vertex shall promptly indemnify Bunker One and pay any and all damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, incident to any suits, actions, investigations, claims or proceedings suffered, sustained, incurred or required to be paid by Bunker One by reason of any negligence, gross negligence and/or intentional act or omission on the part of Vertex in rendering services hereunder, or any breach or failure of observance or performance of any representation, warranty, covenant or agreement made by Vertex hereunder.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





12.2. Bunker One shall promptly indemnify Vertex and pay any and all damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, incident to any suits, actions, investigations, claims or proceedings suffered, sustained, incurred or required to be paid by Vertex by reason of any negligence, gross negligence and/or intentional act or omission on the part of Bunker One in rendering services hereunder, or any breach or failure of observance or performance of any rep- resentation, warranty, covenant or agreement made by Bunker One hereunder. 12.3. This clause shall survive termination of this JSMA. 13. Law and jurisdiction. 13.1. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of Alabama, without giving effect to its conflict of laws provisions. Any dispute arising out of or in connection with this JSMA, including without limitation any question regarding its existence, validity or termination, that is not resolved in accordance with the provisions set forth below in Section 13.3, shall be submitted to the exclusive jurisdiction of the United States District Court for the Southern District of Alabama in the City of Mobile, unless that court does not have subject-matter jurisdiction or declines jurisdiction, in which case any such dispute shall be submitted to the exclusive jurisdiction of the State Court for the State of Alabama, City of Mobile, as described in the following paragraphs. Any counterclaim arising out of, or in connection with, the dispute shall be brought in the same proceeding. 13.2. Each Party submits to the jurisdiction of the United States District Court for the Southern District of Alabama. Each Party waives, to the fullest extent permitted by applicable law, any objection to venue in the United States District Court for the Southern District of Alabama or to or any claim of inconvenient forum of such court or of sovereign immunity. Each Party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceeding relating to this JSMA. 13.3. Arbitration. 13.3.1 Resolution of Disputes. If a Dispute arises between the parties, the parties agree to use the following procedures in good faith to resolve such Dispute promptly and non judicially. For purposes of this Agreement, Dispute shall mean any alleged material breach of any representation, warranty or obligation herein, or a disagreement regarding the interpretation, performance or nonperformance of any provision thereof, or the validity, scope and enforceability of these dispute resolution procedures, or any dispute regarding any damages arising from the termination of this Agreement. Any party may give written notice to any other party of the existence of a Dispute (a Dispute Notice). 13.3.2 Negotiation. Within five (5) days after delivery of any Dispute Notice the parties involved in the Dispute shall meet at a mutually agreeable time and place and thereafter as often as they deem reasonably necessary to exchange relevant information and attempt in good faith to negotiate a resolution of the Dispute. If the Dispute has not been resolved within ten (10) days after the first meeting of the parties, or, if the party receiving the Dispute Notice will not meet within ten (10) days after receipt of the Dispute Notice, then either party may, by delivering notice to the other party, commence arbitration proceedings.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





13.3.3 General Dispute Resolution Provisions. (a) All deadlines specified in this Section 13.3 may be extended by mutual agreement. The procedures specified in this Section 13.3 are an essential provision of this Agreement and are legally binding on the parties. These procedures shall be the sole and exclusive procedures for the resolution of any Dispute between the parties arising out of or relating to this Agreement. Any and all actions to enforce the obligations under this Section 13.3 shall be brought in any court specified in Section 13.1. (b) The parties acknowledge that the provisions of this Section 13.3 are intended to provide a private resolution of Disputes between them. Accordingly, all documents, records, and other information relating to the Dispute shall at all times be maintained in the strictest confi- dence and not disclosed to any third party, other than the arbitrators, except where specifically allowed hereunder. All proceedings, communications and negotiations pursuant to this Section 13.3 are confidential. In the event of any judicial challenge to, or enforcement of, any order or award hereunder, any party may designate such portions of the record of such proceedings, communications, and negotiations as such party deems appropriate to be filed under seal. All pro- ceedings, communications and negotiations pursuant to this Section 13.3 shall be treated as com- promise negotiations for all purposes, including for purposes of the US Federal Rules of Evidence and state rules of evidence. None of the statements, disclosures, offers, or communications (or other assertions made in any proceeding or negotiation) made pursuant to this Section 13.3 shall be deemed admissions, nor shall any of said statements, disclosures, offers, communications or assertions be admissible for any purpose other than the enforcement of the terms of this Section 13.3. (c) The parties agree to act in good faith to comply with all of their respective obligations under this Agreement as much as possible as if there were no Dispute during any pending mediation or arbitration hereunder. (d) The parties agree that the terms of this Section 13.3 shall survive the termination or expiration of this Agreement. (e) WAIVER OF JURY TRIAL. The parties agree to have any Dispute that is not resolved pursuant to the procedures established in Section 13.3(a) - (c) decided by neutral arbitration as provided in this Section 13.3(e) and the parties are giving up any rights they might possess to have the Dispute litigated in a court or by a jury trial. The parties are giving up their judicial rights to discovery and appeal, unless such rights are specifically included in this Section 13.3(e). The parties acknowledge and agree that their agreement to this arbitration provision is voluntary. FOR THE AVOIDANCE OF DOUBT AND IN FURTHERANCE OF THE FOREGOING, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. 13.4 Each Party agrees to the service of any court process by registered or certified U.S. mail (return receipt requested) or by express mail courier delivered to the Party at its last designated address. In

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





addition, each party agrees that any other method of service allowed by Alabama law may be used. All process and any accompanying complaint or other pleadings shall be in the English language and do not require officialization. 13.5 The United Nations Convention on Contracts for the International Sale of Goods of Vienna 1980 shall not apply to this JSMA. 14. Merger. 14.1. The JSMA is a complete and exclusive statement of all terms and conditions governing the activities contemplated by the JSMA, and supersedes all prior agreements between the parties, written or oral, relating hereto. Unless identified in the JSMA (i.e. sales agreement, terminaling agreements, charter party agreements, etc.) or subsequently documented in writing, no other contract or course of dealing between the Parties, and no statement of any agent, employee or representa- tive of either Party shall be admissible in construing the terms of the JSMA. Each Party affirms that no representations have been made by the other Party, or relied on by it, in entering into this JSMA. 15. Severability of Provisions. 15.1. The invalidity, illegality or unenforceability of any one or more of the provisions of the JSMA, other than the FCPA provision, shall in no way affect or impair the validity and enforceability of the remaining provisions hereof. 16. Notices. 16.1. All notices and other communications given under the JSMA shall be in writing (including, without limitation, by fax and email) and shall be effective upon receipt by the addressee. 17. Waiver. 17.1. No failure or any delay on the part of a Party exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of any provision of this JSMA shall be deemed a continuing waiver or waiver of any other breach or default. 18. Anti-Bribery/Corruption. 18.1. Each Party, and any agent or representative of any Party acting at such Party's direction, on such Party's behalf, or for such Party's benefit, in any way related to this Agreement (collectively, Concerned Persons), will be familiar with and comply with (i) the provisions of the United States Foreign Corrupt Practices Act (15 U.S.C.A. §§ 78dcl-1 et seq. (1997 & Supp. 2004)), including any amendments which may be effected during the term hereof (ii) the Laws of the country of incor- poration of such Party or such Party's ultimate parent company or the principal place of business of such ultimate parent company; or (m) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions signed in Paris in December 19, 1997, which entered into force on February 15, 1999 and the Conventions Commentaries

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





or the UK Bribery Act 2010. In particular, in carrying out any duties under this Agreement, no Concerned Person will make or offer to make the payment of money or anything else of value to: a. any government official of any country, b. any political party of any country, c. any candidate of any political party of any country, d. any other person, while knowing or having reason to know, that such person will make a payment to a government official, political party, or a candidate of a political party of any country. 18.2. Any breach of this Paragraph by a Concerned Person will result in the termination of this Agreement and will obligate the return of any amounts paid hereunder to such Concerned Person. 19. Board of Directors meetings. During the Term of this JSMA, provided that Bunker One, directly or indirectly, consummates the capital investment described in the Term Sheet, Vertex shall permit a representative of Bunker One, reasonably acceptable to a majority of Vertex's Board of Directors (it being understood that Carlos G. Torres, Sara Shipman Myers and Peter Zachariassen meet such criteria), to attend all meetings of the Board of Directors of Vertex and its committees (committees defied as Audit and Nominating Committee and any special committee formed to consider extraordinary transac- tions) in a non-voting observer capacity and, in this respect, shall give such representative of Bunker One copies of all notices, minutes, consents and other material that Vertex provides to its directors and committee members, provided, that Vertex reserves the right to withhold any in- formation and to exclude such representative from any meeting or portion thereof if Vertex de- termines, upon advice of counsel, such withholding or exclusion is necessary to preserve the at- torney-client privilege between Vertex and its counsel or would result in disclosure of trade se- crets. Bunker One agrees, and any representative of Bunker One will agree, to hold in confidence any confidential information provided to or learned by it in connection with its rights under this section. The confidentiality provisions hereof will survive termination of the Term.

Source: VERTEX ENERGY INC., 8-K, 1/13/2020





APPENDIX A: (SEE INTERTEK REPORT OF ANALYSIS to include IFO-180, IFO-380 and DMA) APPENDIX B: Storage Agreement. IN WITNESS WHEREOF, THE PARTIES HERETO HAVE HEREBY EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE. Bunker One, Inc. /s/ Sara Shipman Myers Name: Sara Shipman Myers Vertex Energy Operating, LLC

Name: Ben Cowart

Source: VERTEX ENERGY INC., 8-K, 1/13/2020
[EX A]: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?

[EX Q]: ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (the Agreement) is dated as of this 14th day of November 2017 (Effective Date), by and between Eco Science Solutions, Inc. (ESSI), a Nevada corporation, and Stephen Marley (Talent), an individual.

AGREEMENT

1. Engagement. ESSI engages Talent and Talent hereby accepts the engagement to act as a Spokesperson for ESSI, and to provide his endorsement of all ESSI products and services, domestically and worldwide.

2. Term of Agreement. The term of this Agreement shall be for one (1) year commencing on the Effective Date and automatically renewing annually thereafter, unless either party provides a thirty-day notice of written termination one to the other (Term).

3. Grant. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, ESSI shall have the right to use the name, image, likeness, characterization, visual and audio representation of Talent (Talent Attributes) in connection with the ESSI product suite, in the venue(s) as follows:

A. Promotional Territories (Territories) shall include various online, outdoor, radio and television promotional spots (specific promotional spots and content specifics to be mutually agreed upon) promoting the ESSI product suite (Commercial Placements) aired in various venues as determined to best suit the needed promotion of ESSI products;

B. On ESSI's downloaded apps (UseHerbo, Herbo Wallet, FitRx) and websites (www.useherbo.com; www.eccossi.com) (Websites), of which new ESSI owns and operates downloadable apps and websites may be added to this list at the will of ESSI; and

C. ESSI Natural Supplementation Products.

D. In ESSI product-related press releases (of which only ESSI may produce and publish).

In connection with any ESSI's usage of Talent Attributes as outlined above in Paragraphs 3(A)-(D) that are applicable to Dietary Supplements, ESSI will feature the following disclaimer in close proximity to said usage: STEPHEN MARLEY IS NOT A MEDICAL AUTHORITY. THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE.

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4. Duties of Talent and Rights of ESSI. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, Talent agrees to provide ESSI with the following:

A. Upon request by ESSI, two (2) production sessions to be used for the production of the various medias to be used in Commercial placements (Production Sessions); the location, date and time of the Production Sessions shall be mutually agreed upon by Talent and ESSI. In the event any Production Session exceeds eight (8) hours in duration ESSI and Talent will negotiate in good faith additional compensation to Talent for time in excess of eight (8) hours.

B. Talent will serve as a Special Advisor to ESSI, whose sole responsibility is to be listed as a brand ambassador on the Websites and/or ESSI related press releases. With respect to Talent's position as Special Advisory, Talent will not be responsible for any additional services such as attending meetings, corporate functions, etc.

C. ESSI may request an additional production session(s), or a media tour or personal appearance(s) of Talent for an additional fee to be mutually agreed upon by the parties.

5. Consideration. As consideration for Talent's services under this Agreement, ESSI agrees as follows:

A. Equity Payment: ESSI will provide Talent with one-million (1,000,000) shares of restricted common stock issued within ten business days of execution of this Agreement.   B. Cash Payments:

(1) ESSI will provide monthly payment of Ten Thousand and NO/100 Dollars ($10,000) made payable to Talent for Talent's social communications with its followers on popular social media venues, including, but not limited to, Facebook, Instagram, Twitter and Snap Chat where Talent may communicate about the ESSI product suite (Social Communication). The monthly Social Communication schedule will be mutually agreed upon by Talent and ESSI one month in advance of the actual month of communications. Once the monthly Social Communication schedule is set, the volume of Posts, Tweets and Snaps will determine the total amount of monthly compensation available to Talent. ESSI's Social Media Manager will keep track of Talent's activity pursuant to ESSI's Company quarter to determine the amount of Cash Payment due for the quarter.

(a) Payments shall be made to Talent in the following manner, and to the following address:

6. Expenses. If applicable, ESSI agrees to provide and pay for the expenses related to Talent's services provided in Paragraph 4, which shall include but not be limited to the following:

A. First-class airfare, first-class ground transportation, hotel accommodations, and meals for Talent; and

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B. First-class airfare, ground transportation and hotel accommodations for one (1) representative.

7. Union Dues and Fees. Talent represents that the services hereunder shall not be subject to SAG, AFTRA or any other entertainment guild contract of which Talent is now, has been, or will be in the future, bound to and that this Agreement is not in conflict with any contract Talent is bound.

8. Exclusivity. Talent represents and warrants that during the Term and in the Territories, Talent will not endorse or make any appearances or advertisements on behalf of any other product which is directly competitive to ESSI's products.

9.Review, Approval, and Ownership of Commercial Placements. All ESSI uses of Talent Attributes in connection with the Commercial Placements and/or press releases shall be subject to the prior written approval of Talent. Said written approval must be given within five (5) business days of Talent's receipt or said usage shall be deemed unapproved. Any such usage featuring Talent in the Commercial Placements and/or press releases shall be and remain the property of ESSI; however, ESSI shall have the right to use said Commercial Placements and/or press releases solely as outlined in Paragraph 3 and only during the Term. Talent may use said materials in whole or in part solely for the purpose of presenting Talent's work in Talent's personal portfolio, website or otherwise and/or on Talent's agent's website. Such usage may not be sold or transferred.

9.1 Press Releases. Talent may not, at any time, individually, or through his agent, manager, family, friends, or associates publish a press release relative to ESSI without first obtaining the written consent and approval of ESSI's management and counsel. In the event Talent does publish any such press release, this Agreement shall be null and void and any outstanding balance owed to Talent shall be voided and the 1,000,000 Shares of ESSI common stock issued to Talent returned to the Company.

10. Termination for Cause

A. ESSI shall have the right to terminate this Agreement upon ten (10) days prior written notice to Talent in the event Talent fails to perform the duties set forth in Paragraph 4 hereof or breaches any other covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Such termination shall relieve ESSI of its obligation to provide any further consideration pursuant to this Agreement.   B. Talent shall have the right to terminate this Agreement upon ten (10) days prior written notice to ESSI in the event of the occurrence of any of the following: (1) ESSI adjudicates as insolvent or declares bankruptcy; or (2) ESSI fails to provide consideration due pursuant to this Agreement, within ten (10) days following the date such consideration is due hereunder, provided that ESSI is notified in writing of such non-payment by Talent and such payment by ESSI is not made within three (3) days following such notification; or (3) ESSI breaches any representation, warranty, covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of written notice. Furthermore, ESSI agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. Talent shall not have waived any of its rights at law or in equity by exercising any provision of this paragraph.

C. ESSI's rights to the use of Talent and Talent's Attributes as set forth in Paragraphs 3 and 4 shall end immediately should this Agreement be terminated pursuant to Paragraph 10(A) or Paragraph 10(B) above.

10. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service, or by certified mail return receipt requested to the addresses of the parties set forth as follows (unless change of address by notice to the other party is given as provided in this paragraph 10):

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  If to Talent:

Mr. Stephen Marley 16115 SW 117t h Ave Suite 21-A Miami, Florida 33177 If to ESSI: Mr. Jeffery Taylor, President 1135 Makawao Avenue, Suite 103-188 Makawao, Hawaii 96768   with a copy to: Sharon Mitchell, Corporate Counsel for ESSI

Sharon D. Mitchell SD Mitchell & Associates, PLC 829 Harcourt Rd. Grosse Pointe Park, Michigan 48230   11. Licensing. Nothing contained herein shall be construed to convey to ESSI any right to use the names, trademarks, service marks, symbols, logos, emblems colors, etc. (Marks), of the Bob Marley Family Foundation, or any other organization with which the Talent is or has been associated. All rights to the use of such Marks must be acquired from the appropriate rights holder, and if such Marks are used by ESSI then, in such event ESSI (a) shall provide Talent in advance with satisfactory evidence of ESSI's right to use such Marks and (b) agree to indemnify, protect and hold Talent harmless from and against any and all claims, damages and/or losses which may arise from ESSI's use of such Marks.

12. Representations and Warranties of ESSI. Talent relies upon ESSI's skill and judgment and also upon the following representations of ESSI which shall be in effect throughout the term of this Agreement:

A. ESSI's products are, and will remain, merchantable and fit for the purpose for which they are intended, and

B. ESSI's products do, and will, conform at all times to all applicable federal, state and local laws, rules, regulations, ordinances, and other enactments and industry standards, including, but not limited to, those relating to product safety.

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13. Indemnity. ESSI shall be solely responsible for all liability arising out of production, distribution and sale of its product(s). ESSI hereby agrees to indemnify, defend and hold harmless Talent, his agents, representatives and employees (referred to collectively as Talent Indemnities) from and against any and all claims, actions, causes of action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorney fees, court costs, and any other expenses incurred by Talent Indemnities arising out of (1) breach by ESSI of any of the terms, representations or warranties made by ESSI in this Agreement; or (2) ESSI product liability or trademark patent or other proprietary right infringement; or (3) errors, omissions, fraudulent or negligent acts by ESSI, its employees, agents or subcontractors in connection with (i) any advertising featuring Talent; (ii) with the performance of ESSI's duties and obligations under this Agreement; (iii) with the production, distribution, promotion, marketing and sales of products including related product packaging; and/or (iv) with the operation and management of its production and distribution facilities, however caused.

13.1 ESSI shall not be obligated to indemnify Talent with respect to damages which are the result of the active negligence or willful misconduct of Talent.   14. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the parties in the relationship of partners, joint venture participants, principal-agents, or employer-employee, it being understood that the parties hereto are and will remain independent contractors in all respects and neither party shall have any right to obligate or bind the other in any manner whatsoever.

15. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either party without the prior written consent of the other party.

16. Authority to Contract. Each of the parties hereto represents and warrants that it has full right and power to enter into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either party has agreed, or is a party, or may be bound.

17. Construction of Agreement. Each party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or he interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or deemed to have structured, dictated or drafted such provision.

18. Modification. This Agreement constitutes the entire agreement with respect to the subject matter contained herein and supersedes all previous communications and agreements between the parties pertaining to the subject matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended, discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by an authorized representative of each party.

19. No Waiver. A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or any other term or condition of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either party.

20. Severability. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.

21. Choice of Law. Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Michigan.

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22. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or demands, or to interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise he entitled.

23. Captions: Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself.

24. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder.

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures.

26. No Third-Party Beneficiaries. This Agreement is not for the benefit of any third party and shall be deemed not to give any right or remedy to such third party, whether referred to herein or not.

27. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference.

28. Confidentiality and Non-Disclosure

A. Talent's endorsement and position of spokesperson of ESSI is for the sole purpose of the endorsement of the Company's products, and to offer information, based upon Talent's use and knowledge of ESSI's products. At no time whatsoever, in any manner whatsoever, is Talent authorized to discuss ESSI's financial condition, either in speculation or actual knowledge of such.

B. Talent's position as a special advisor may provide Talent access to information that has not been made public and Talent agrees, to, at all times, keep in strict confidence any information he may come across that is not yet public, including, but not limited to, information about ESSI's stock, new products, acquisitions, and/or any other corporate action the Company may take, or has taken. Confidential treatment of this information extends to non-disclosure to Talent's friends, family, business associates, and any other person seeking information regarding the Company's financial information, stock, or corporate actions.

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The parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

STEPHEN MARLEY

By: /s/Stephen Marley Stephen Marley Talent

ECO SCIENCES SOLUTIONS, INC.

By: /s/Jeffery Taylor  Jeffery Taylor CEO

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Source: ECO SCIENCE SOLUTIONS, INC., 8-K, 11/17/2017
[EX A]:
Highlight the parts (if any) of this contract related to Non-Transferable License that should be reviewed by a lawyer. Details: Does the contract limit the ability of a party to transfer the license being granted to a third party?