8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: January 18, 2011

Date of Earliest Event Reported: April 16, 2009

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53619	94-3439569
(State or other jurisdiction  of incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

1331 Gemini Street

Suite 250

Houston, Texas 77058

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (866) 660-8156

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 2 to Report on Form 8-K/A, amends Vertex Energy, Inc.’s (the “Company’s”) original Report on Form 8-K, filed with the Commission on April 8, 2009 (the “Original Report”), and the Amendment No. 1 to such Original Report on Form 8-K, filed with the Commission on June 26, 2009 (the “First Amended Report”, and collectively the “Reports”), to include and file copies of (a) Amendment No. 5, dated as of March 31, 2009, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart (the “Amended and Restated Agreement and Plan of Merger”); and (b) the Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of Vertex Nevada, Inc.'s Series A Convertible Preferred Stock (the “Exhibits”) as referenced as “filed” with the Original Report, and incorporated by reference in the First Amended Report (in each case as Exhibit 2.1 and 3.2 thereto, respectively), which Exhibits were mistakenly left out of the Original Report.  This Amendment No. 2 to the Original Report also incorporates by reference the Amended and Restated Agreement and Plan of Merger and amendments one through four thereto, as described i n greater detail in the Reports.

Other than amending “Item 9.01 Financial Statements and Exhibits” as set forth below, to include the Exhibits and incorporating by reference the Amended and Restated Agreement and Plan of Merger and amendments one through four thereto, and filing the Exhibits herewith, neither of the Reports is amended in connection with this Amendment No. 2 to the Original Report.  Investors are encouraged to review the Company’s latest current report (Form 8-K) and periodic report filings (Form 10-Qs and Form 10-K) with the Commission as certain of the information and disclosures set forth in the Reports, including, but not limited to the individuals who serve as certain of our officers and Directors and the terms and conditions of the Amended and Restated Ce rtificate of Designation of Rights, Preferences and Privileges of the Company's Series A Convertible Preferred Stock, have changed since the date such Reports were originally filed.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO.	DESCRIPTION
2.1(1)	Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
2.2(1)	Amendment No. 1, dated December 2008, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
2.3(1)	Amendment No. 2, dated December 2008, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
2.4(1)	Amendment No. 3, dated January 28, 2009, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
2.5(1)	Amendment No. 4, dated February 2, 2009, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
2.6(2)	Amendment No. 5, dated as of March 31, 2009, to Amended and Restated Agreement and Plan of Merger by and among World Waste Technologies, Inc., Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), Vertex Energy, Inc., Vertex Merger Sub, LLC and Benjamin P. Cowart
3.1*	Articles of Incorporation (and amendments thereto) of Vertex Energy, Inc.
3.2(2)	Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of Vertex Nevada, Inc.'s Series A Convertible Preferred Stock [which has since been further Amended and Restated as set forth in the Company’s Form 8-K, filed with the Commission on July 16, 2010]
3.3*	Withdrawal of Designation of the Company’s Series B Preferred Stock

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3.4*	Bylaws of Vertex Energy, Inc.
4.1*	Vertex Energy, Inc., 2008 Stock Incentive Plan
10.1*	Asset Transfer Agreement
10.2*	Services Agreement
10.3*	Right of First Refusal Agreement
10.4*	Operating and Licensing Agreement
10.5*	Employment Agreement with Benjamin P. Cowart
10.6*	Employment Agreement with John Pimentel

10.7*	Employment Agreement with Matthew Lieb
10.8*	Letter Loan Agreement with Regions Bank
10.9*	Line of Credit with Regions Bank
10.10*	Security Agreement with Regions Bank
14.1*	Code of Ethics
16.1*	Letter from Stonefield Josephson, Inc.
99.1*	Audited Financial Statements of Vertex Holdings, L.P. formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) for the years ended December 31, 2008 and 2007
99.2*	Unaudited Financial Statements of Vertex Holdings, L.P. formerly Vertex Energy, L.P. (certain assets, liabilities and operations related to its black oil division and certain assets, liabilities and operations of the refining and marketing division) for the three months ended March 31, 2009 and 2008
99.3*	Audited Financial Statements of Vertex Energy, Inc. as of December 31, 2008
99.4*	Unaudited Interim Financial Statements of Vertex Energy, Inc. for the three months ended March 31, 2009 and 2008
99.5*	Pro Forma Financial Statements of Vertex Energy, Inc.
99.6*	Glossary of Selected Terms

* Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on June 26, 2009, and incorporated by reference herein.

(1) Filed as Appendix A to the Company’s Definitive Schedule 14A Proxy Statement, filed with the Commission on February 6, 2009, and incorporated by reference herein.

(2) Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	VERTEX ENERGY, INC.
Date: January 18, 2011	By: /s/ Benjamin P. Cowart
	Benjamin P. Cowart
	Chief Executive Officer

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EX-2.6

Exhibit 2.6

AMENDMENT NO. 5

TO

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

This Amendment No. 5 (this “Amendment”) is made as of this __ day of March, 2009, to that certain Amended and Restated Agreement and Plan of Merger, dated as of May 19, 2008, as amended (as so amended, the “Merger Agreement”), by and between World Waste Technologies, Inc., a California corporation (“WWT”), on the one hand, and Vertex Holdings, L.P. (formerly Vertex Energy, L.P.), a Texas limited partnership (“Vertex LP”), Vertex Energy, Inc., a Nevada corporation (“Vert ex Nevada”), Vertex Merger Sub, LLC, a California limited liability company and wholly owned subsidiary of Vertex Nevada (“Merger Sub”), and Benjamin P. Cowart, as agent (“Agent”) of the shareholders of Vertex Nevada, on the other hand.  WWT, Vertex LP, Vertex Nevada, Merger Sub and the Agent are collectively referred to herein as the “Parties”.  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.

WHEREAS, the Parties desire to make certain changes to the Merger Agreement.

NOW, THEREFORE, in consideration of the mutual promises exchanged herein, the Parties agree as follows:

1.The definition of “Closing Balance,” as defined in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

““Closing Balance” means at least $2.2 million, provided however that if and only if the Bridge Note, including all interest accrued thereon, is repaid in full prior to the Closing, then the term “Closing Balance” shall mean $4.6 million.”

2.Section 1.1 of the Merger Agreement is hereby amended by adding the definition of “Permitted Liabilities” to read in its entirety as follows:

““Permitted Liabilities” means up to $50,000 of liabilities which are documented.”

3.Section 2.4 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Effect of the Merger.  At the Effective Time, in accordance with the CCC, the separate existence of WWT will cease and the Surviving Corporation shall succeed, without further action, to all the property, assets, rights, privileges, powers and franchises of every kind of the nature and description of Merger Sub and WWT. All debts, liabilities and duties of Merger Sub and WWT will become the debts, liabilities and duties of the Surviving Corporation. The Parties acknowledge that as a condition to the closing of the transactions contemplated hereby and in accordance with Section 5.6, all Liabilities of WWT (other than the Permitted Liabilities) shall, immediately prior to the Effective Time, be satisfied in full.  As of the E ffective Time, the Surviving Corporation will be a single member limited liability company wholly owned by Vertex Nevada.”

4.Section 3.3(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“The authorized capital stock of Vertex Nevada as of the date of this Agreement consists of 750 million shares of Vertex Common Stock, and 50 million shares of Vertex Preferred Stock.  Immediately prior to the Effective Time (but prior to the issuance of the Merger Consideration), there will be (i) 61,770,000 shares of Vertex Common Stock, 0 shares of Vertex Series B Preferred Stock and 0 shares of Vertex Series A Preferred Stock, issued and outstanding, all of which shares shall be owned in the amounts and by the holders set forth on Section 3.1(c)-2 of the Vertex Disclosure Schedule; (ii) no shares of Vertex Common Stock held in the treasury of Vertex; (iii) 6,000,000 shares of Vertex Common Stock reserved for future issuance p ursuant to the exercise of outstanding options; and (iv) a sufficient number of shares of Vertex Common Stock reserved for future issuance pursuant to the exercise of the Make-Whole Warrants and the WWT Options.  Except as described above, as of the Effective Time, there will be no shares of voting or non-voting capital stock, equity interests or other securities of Vertex Nevada authorized, issued, reserved for issuance or otherwise outstanding.”

5.Section 5.23 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“CMT Agreements.  The Parties shall negotiate in good faith such documentation as the Parties deem necessary to reflect the continuing relationship between Vertex LP and Vertex Nevada following the Effective Date (collectively, the “CMT Agreements”).”

6.Section 5.27 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“Vertex Nevada Directors.  Promptly following the date hereof, the Agent shall notify WWT of the four individuals who will serve on the Board of Directors of Vertex Nevada as of the Closing as the appointees of Vertex LP, the initial sole shareholder of Vertex Nevada, and will provide WWT with background information regarding each such individual.  The Agent covenants that at least one of these individuals will be an Independent Director.”

7.Section 6.1(h) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“No Liabilities.  WWT shall have no Liabilities other than up to the “Permitted Liabilities.”

8.Section 8.1(b) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“By either of the Vertex Parties or WWT if the Closing does not occur on or before ________, 2009.”

9.Schedule 3.1(c) of the Merger Agreement is hereby amended in its entirety to remove any reference to Benjamin P. Cowart owning any shares of Vertex Series B Preferred Stock, as such term is defined in the Merger Agreement.

10.The Merger Agreement is amended to remove in its entirety “EXHIBIT E” to the Merger Agreement.

11.No Further Changes.   All other provisions of the Merger Agreement shall remain in full force and effect after the execution of this Amendment.

12.Texas Law Governs.  This Amendment shall be governed by and construed under the internal laws of the State of Texas.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Amendment as of the day and year first above written.

World Waste Technologies, Inc.,

a California Corporation

By:  /s/ John Pimentel

Name: John Pimentel

Title:Chairman and CEO

Vertex Merger Sub, LLC,

a California Limited Liability Company

By: /s/ Benjamin P. Cowart

Name: Benjamin P. Cowart

Title: Manager

Vertex Energy, Inc.,

a Nevada corporation

By: /s/ Benjamin P. Cowart

Name: Benjamin P. Cowart

Title: Chief Executive Officer

/s/ Benjamin P. Cowart

Benjamin P. Cowart, individually

Vertex Energy LP,

a Texas limited partnership

By its General Partner, VTX, Inc.

By: /s/ Benjamin P. Cowart

Name: Benjamin P. Cowart

Title:  President

EX-3.2

Exhibit 3.2

CERTIFICATE OF DESIGNATION OF

RIGHTS, PREFERENCES AND PRIVILEGES

OF THE

SERIES A CONVERTIBLE PREFERRED STOCK

OF

VERTEX ENERGY, INC.

a Nevada Corporation

Pursuant to Section 78.1955 of the Nevada General Corporation Law, Vertex Energy, Inc., a corporation organized and existing under the Nevada General Corporation Law (the "Company"),

DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Company, and pursuant to Section 78.1955 of the Nevada General Corporation Law, the Board of Directors, by unanimous written consent of all members of the Board of Directors on December ___, 2008, duly adopted a resolution providing for a series of Series A Convertible Preferred Stock, which resolution is and reads as follows:

RESOLVED, that pursuant to the authority expressly granted to and invested in the Board of Directors of Vertex Energy, Inc. (the "Company") by the provisions of the Certificate of Incorporation of the Company, as amended, a series of the preferred stock, par value $.001 per share, of the Company be, and it hereby is, established; and

FURTHER RESOLVED, that the Series A Convertible Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below:

1.DESIGNATION AND AMOUNT. There shall be created from the 50,000,000 shares of Preferred Stock, par value $0.001 per share, of the Corporation authorized to be issued pursuant to the Articles of Incorporation, a series of Preferred Stock, designated as the “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”), and the number of shares of such series shall be 5,000,000.  Such number of shares may be decreased by resolution of the Board of Directors; < font style="DISPLAY: inline; TEXT-DECORATION: underline">provided, however, that no such decrease shall reduce the number of authorized shares of the Series A Preferred Stock to a number less than the number of shares of the Series A Preferred Stock then issued and outstanding, plus the number of shares reserved for issuance upon the declaration and payment of dividends thereon, if any, plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series A Preferred Stock, or upon the conversion of any outstanding securities issued by the Corporation that are convertible into shares of Series A Preferred Stock.

2.DEFINITIONS. As used herein, in addition to those terms otherwise defined herein, the following terms shall have the following meanings:

2.1“Acquisition” shall mean any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other binding share exchange or corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger, binding share exchange or reorganization, own less than fifty percent (50%) of the Corporation’s voting power immediately after such consolidation, merger, binding share exchange or reorganization, or any transaction or series of related transactions in which in excess of fifty percent (50%) of the Corporation’s voting power is transferred.

2.2“Board of Directors” shall mean the Board of Directors of the Corporation or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

2.3“Common Stock” shall mean the common stock of the Corporation, par value $.001 per share, or any other class of stock resulting from successive changes or reclassifications of such common stock consisting solely of changes in par value, or as a result of a subdivision, combination, or merger, consolidation or similar transaction in which the Corporation is a constituent corporation.

2.4“Filing Date” shall mean the date that this Certificate is filed with the Secretary of State of the State of Nevada.

2.5“Holder” shall mean a holder of record of an outstanding share or shares of Series A Preferred Stock.

2.6“Issue Date” shall mean the original date of issuance of shares of the Series A Preferred Stock.

2.7“Junior Stock” shall mean the Common Stock and each other class of capital stock or series of Preferred Stock of the Corporation established after the Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series A Preferred Stock upon the liquidation, winding-up or dissolution of the Corporation.

2.8“Liquidation Preference” shall mean, with respect to each share of the Series A Preferred Stock, $1.49, subject to equitable adjustment from time to time pursuant to Section 7.4.

2.9“Market Price” of the Common Stock on any day shall be deemed to be the closing price of the Common Stock on such day as officially reported by the principal securities exchange in which the shares of Common Stock are listed or admitted to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed or admitted to trading on any securities exchange, including the Nasdaq Stock Market, the last sale price, or if there is no last sale price, the closing bid price, as furnished by the National Association of Securities Dealers, Inc. (such as through the OTC Bulletin Board) or a similar organization if Nasdaq is no longer reporting such informa tion. If the Market Price cannot be determined pursuant to the sentence above, the Market Price shall be determined in good faith (using customary valuation methods) by the Board of Directors based on the information best available to it.

2.10“Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, joint venture, association, joint-stock corporation, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

3.LIQUIDATION RIGHTS.

3.1In the event of any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, each Holder shall be entitled to receive and to be paid out of the assets of the Corporation available for distribution to its shareholders an amount equal to the Liquidation Preference for each outstanding share of the Series A Preferred Stock held by such Holder to the date fixed for distribution, in preference to the holders of, and before any payment or distribution is made on (or any setting apart for any payment or distribution), any Junior Stock.  In the event the funds or assets legally available for distribution to the Holders are insufficient to pay in full the Liquidation Preference as described ab ove, then all funds or assets available for distribution to the holders of capital stock shall be paid to the Holders pro rata based on the full Liquidation Preference to which they are entitled.  After payment has been made to the Holders of the full Liquidation Preference to which such Holders shall be entitled, the remaining net assets of the Corporation available for distribution, if any, shall be distributed pro rata among the holders of Junior Stock.

3.2In addition to any voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, the following events shall be considered a liquidation, winding-up or dissolution for the purpose of this Section 3:

(i)the sale, conveyance, exchange or transfer (for cash, shares of stock, other securities or other consideration) of all or substantially all the assets or business of the Corporation; or

(ii)any consolidation or merger of the Corporation with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Corporation immediately prior to such consolidation, merger or reorganization, own fifty percent (50%) or less of the Corporation’s voting power immediately after such consolidation, merger or reorganization.

4.VOTING RIGHTS.

4.1Except as otherwise provided herein or as required by Nevada law, the Series A Preferred Stock shall be voted equally with the shares of the Common Stock of the Corporation, and not as a separate class, at any annual or special meeting of shareholders of the Corporation, and may act by written consent in the same manner as the Common Stock, in either case upon the following basis:  each holder of shares of Series A Preferred Stock shall be entitled to that number of votes as equals the number of shares of Common Stock into which such holder’s aggregate shares of Series A Preferred Stock are convertible (pursuant to Section 6 hereof) immediately after the close of business on the record date fix ed for such meeting or the effective date of such written consent.

4.2The Board of Directors shall consist of five (5) seats. So long as at least fifty percent (50%) of the shares of Series A Preferred Stock issued on the Issue Date remain outstanding (as adjusted for any stock dividends, if any, combinations, splits, recapitalizations, and the like with respect to such shares), then the Holders of the Series A Preferred Stock, voting as a separate class, shall be entitled to elect one (1) of the five (5) directors of the Corporation (the “Series A Director”).  The Holders of the Series A Preferred Stock shall have the right to elect or re-elect this one director at each meeting, or pursuant to eac h written consent, of the Corporation’s shareholders for the election of directors.

4.3Any director who shall have been elected by the holders of Series A Preferred Stock pursuant to Section 4.2 hereof, may be removed during such director’s term of office, either with or without cause, by and only by, an affirmative vote of the Holders of at least 66-2/3% of the then outstanding shares of Series A Preferred Stock, given either at a special meeting of such shareholders duly called for that purpose or pursuant to a written consent of such shareholders, and any vacancy thereby created may be filled by such Holders of Series A Preferred Stock represented at the meeting or pursuant to the written consent of such shareholders.  Upon any other vacancy (i.e., other than a vacancy caused by re moval) in the office of a director elected by Holders of Series A Preferred Stock pursuant to Section 4.2 hereof, the Holders of at least 66-2/3% of the then outstanding shares of Series A Preferred Stock may, by affirmative vote, elect a successor to hold office for the unexpired term of the director whose place shall be vacant.

5.DIVIDENDS. Holders of outstanding shares of Series A Preferred Stock shall be entitled to receive dividends, when, as, and if declared by the Board of Directors.  No dividends or other distributions shall be made with respect to any shares of Junior Stock during any fiscal year of the Corporation until dividends in the same amount per share on the Series A Preferred Stock shall have been declared and paid or set apart during that fiscal year.

6.CONVERSION.

6.1Each Holder shall have the right, at such Holder’s option, exercisable at any time commencing on the one-year anniversary of the Issue Date and from time to time thereafter, to convert, subject to the terms and provisions of this Section 6, any or all of such Holder’s shares of Series A Preferred Stock into shares of Common Stock at a conversion rate equal to one share of Common Stock for each one share of Series A Preferred Stock being converted, provided, that (i) a holder of Series A Preferred Stock may, at any time following the one-year anniversary of the Issue Date and subject to the limitations set forth in subsection (ii) below, convert only up to that number of shares of Series A Preferred Stock, if any, so that, upon conversion, the aggregate beneficial ownership of the Corporation’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Holder and all persons affiliated with such Holder is not more than 4.99% of the Corporation’s Common Stock then outstanding and (ii) prior to the three-year anniversary of the Issue Date, a Holder of Series A Preferred Stock may not, in any given three-month period, convert more than that number of shares of Series A Preferred Stock as equals 5% of the total number of shares of Series A Preferred then beneficially owned by such Holder.  To exercise such right, a Holder must deliver to the Corporation at its principal offices during usual business hours of the Corporation:  (i) a written notice that such Holder elects to convert the number of shares of the Series A Preferred Stock specified in such notice and (ii) the certifi cate(s) evidencing the shares of Series A Preferred Stock to be converted, properly endorsed or assigned for transfer.  Thereupon, the Corporation shall promptly issue and deliver to such Holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled.  The conversion shall be deemed to occur at the close of business on the day the notice of conversion and certificate(s) are received by the Corporation.

6.2Each share of Series A Preferred Stock shall be converted into shares of Common Stock automatically and without further action by the Corporation or any Holder, upon the first to occur of any of the following: (i) the affirmative vote or written consent of the Holders of a majority of the then-outstanding Series A Preferred Stock; (ii) the closing Market Price of the Common Stock averages at least $15.00 per share over a period of 20 consecutive trading days and the daily trading volume over the same 20-day period averages at least 7,500 shares; (iii) the closing of the sale of the Corporation’s Common Stock in a public offering underwritten by an investment bank reasonably acceptable to the holders of a majority of th e then-outstanding shares of Series A Preferred Stock, registered under the Securities Act of 1933, as amended (the “Securities Act”), with a per share price to the public of at least $10.00 per share and for a total gross offering amount of at least $10.0 million, other than a registration relating solely to a transaction under Rule 145 under the Securities Act (or any successor thereto) or to an employee benefit plan of the Corporation; or (iv) the closing of an Acquisition resulting in proceeds to the holders of the Series A Preferred Stock of at least $10.00 per outstanding share of Series A Preferred Stock.  The Corporation shall give notice to the Holders of the automatic conversion of the Series A Preferred Stock pursuant to this Section 6.4, whereupon each Holder shall be obligated to surrender to the Corporation the certificate(s) evidencing its shares of Series A Preferred Stock, properly endorsed or assigned for transfer.

6.3On the date of any conversion, all rights of any Holder with respect to the shares of the Series A Preferred Stock so converted, including the rights, if any, to receive distributions of the Corporation’s assets (including, but not limited to, the Liquidation Preference) or notices from the Corporation, will terminate, except only for the rights of any such Holder to receive certificates (if applicable) for the number of whole shares of Common Stock into which such shares of the Series A Preferred Stock have been converted and cash in lieu of any fractional share as provided in Section 6.6.

6.4If the Corporation shall at any time or from time to time after the Filing Date effect a subdivision of the outstanding Common Stock without a corresponding subdivision of the Series A Preferred Stock, or combine the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series A Preferred Stock, the conversion ratio shall be proportionately adjusted.  Any adjustment under this Section 6.4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

6.5The Corporation shall reserve out of the authorized but unissued shares of its Common Stock, sufficient shares of its Common Stock to provide for the conversion of shares of Series A Preferred Stock, from time to time as such shares of Series A Preferred Stock are presented for conversion. The Corporation shall take all action necessary so that all shares of Common Stock that may be issued upon conversion of shares of Series A Preferred Stock will upon issue be validly issued, fully paid and nonassessable, and free from all liens and charges in respect of the issuance or delivery thereof.

6.6No fractional shares or securities representing fractional shares of Common Stock shall be issued upon any conversion of any shares of the Series A Preferred Stock. If more than one share of the Series A Preferred Stock held by the same Holder shall be subject to conversion at one time, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the conversion of all of such shares of the Series A Preferred Stock. If the conversion of any share or shares of the Series A Preferred Stock results in a fraction, an amount equal to such fraction multiplied by the Market Price of the Common Stock on the conversion date shall be paid to such Holder in cash by the Corporation..

7.MISCELLANEOUS

7.1If any Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall, subject to the Bylaws of the Corporation, upon the request and at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of the Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporat ion. The Corporation shall not be required to issue any physical certificates representing shares of the Series A Preferred Stock on or after any conversion date with respect to such shares of the Series A Preferred Stock. In place of the delivery of a replacement certificate following any such conversion date, upon delivery of the evidence and indemnity described above, the Corporation will deliver the shares of Common Stock.

7.2With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding-up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All notice periods referred to herein shal l commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

7.3Subject to Section 6.6 hereof, the shares of the Series A Preferred Stock shall be issuable, convertible and redeemable only in whole shares and cash shall be paid in lieu of fractional shares.

7.4The Liquidation Preference and the dollar amounts and share numbers set forth herein shall be subject to adjustment, as appropriate, whenever there shall occur a stock split, stock dividend, combination, reclassification or other similar event involving shares of the Series A Preferred Stock. Such adjustments shall be made in such manner and at such time as the Board of Directors in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution duly adopted by the Board of Directors.  Upon any such equitable adjustment, the Corporation shall promptly deliver to each Holder a notice describing in reasonable detail the event requiring the adjustment and the method of cal culation thereof and specifying the increased or decreased Liquidation Preference following such adjustment.

7.5Shares of the Series A Preferred Stock converted into Common Stock shall be retired and canceled and shall have the status of authorized but unissued shares of Preferred Stock of the Corporation undesignated as to series and may with any and all other authorized but unissued shares of Preferred Stock of the Corporation be designated or redesignated and issued or reissued, as the case may be, as part of any series of Preferred Stock of the Corporation.

7.6In case, at any time while any of the shares of the Series A Preferred Stock are outstanding:

7.6.1The Corporation shall declare a dividend (or any other distribution) on any Junior Stock; or

7.6.2The Corporation shall authorize the issuance to all holders of its shares of any Junior Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or

7.6.3There is any reclassification of the Common Stock, any consolidation, merger or binding share exchange to which the Corporation is a party or the sale or transfer of all or substantially all of the assets of the Corporation; or

7.6.4There is the voluntary or involuntary dissolution, liquidation or winding up of the Corporation;

then the Corporation shall cause to be mailed to Holders at least 30 days before the date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, and/or (ii) the date on which any such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares for the applicable consideration, deliverable upon such reclassification, consolidation, merger, sale, transfe r, dissolution, liquidation or winding up.

7.7The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation.

7.8Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy.  If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Desig nation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

7.9The Corporation will provide to the holders of the Series A Preferred Stock all communications sent by the Corporation to the holders of the Common Stock.

7.10Except as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designation.

IN WITNESS WHEREOF, the Company has caused this statement to be duly executed by its Chief Executive Officer this 18th day of December 2008.

VERTEX ENERGY, INC.

/s/ Benjamin P. Cowart

Benjamin P. Cowart

Chief Executive Officer