SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)

Vertex Energy, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

92534K107

(CUSIP Number)

Sara Shipman Myers

Bunker One (USA), Inc.

107 Francis Street, 23^rd Floor

Mobile, AL 36602

251-690-9100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

January 7, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

CUSIP No. 92534K107

1	NAME OF REPORTING PERSONS Bunker One (USA), Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,869,098
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,869,098
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,869,098
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) N/A			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

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CUSIP No. 92534K107

Item 1.Security and Issuer.

This statement relates to shares of the Common Stock, par value $0.001 per share (the “Common Stock”), of Vertex Energy, Inc., a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1331 Gemini Street, Suite 250, Houston, Texas 77058.

Item 2.Identity and Background.

(a)This Schedule 13D is being filed by Bunker One (USA), Inc. (the “Reporting Person”).

(b)The principal business address of the Reporting Person is 107 Saint Francis Street, 23^rd Floor, Suite 2370, Mobile, AL 36602.

(c)The principal business of the Reporting Person is as a physical supplier of bunker fuel.

(d)Neither the Reporting Person nor, to the best knowledge of the Reporting Person, none of the Listed Persons (as defined below), has during the last five years been convicted in a criminal proceeding.

(e)Neither the Reporting Person nor, to the best knowledge of the Reporting Person, none of the Listed Persons (as defined below), has during the last five years been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)The Reporting Person is organized under the laws of the state of Alabama.

Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Person is listed in Exhibit 1 attached hereto, and is incorporated by reference herein.  To the knowledge of the Reporting Person, all of the Listed Persons who are natural persons are citizens of the United States, other than as otherwise specified in Exhibit 1 hereto.

Item 3.Source and Amount of Funds or Other Consideration.

On January 10, 2020, the Reporting Person acquired 9,018 shares of Common Stock in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person, Trellus Partners, LP and Trellus Small Cap Opportunity Fund, LP. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $15,781.50.

On January 7, 2020, the Reporting Person acquired 601,090 shares of Common Stock in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person, Trellus Partners, LP and Trellus Small Cap Opportunity Fund, LP. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $1,051,907.50.

On January 7, 2020, the Reporting Person acquired 104,940 shares of Common Stock in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person and Burguete Investment Partnership, L.P. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $183,645.

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CUSIP No. 92534K107

The Stock Purchase Agreements used in the January 2020 Common Stock acquisitions noted above were substantively the same, and a copy of the form of that agreement is attached hereto as Exhibit 2.

On December 20, 2019, the Reporting Person acquired 257,893 shares of Series B1 Preferred Stock, par value $0.001 per share of the Issuer (the “B1 Preferred Stock”) in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person and Ardsley Partners Renewable Energy Fund L.P. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $451,312.75. These purchased shares of B1 Preferred Stock were subsequently converted into an equal number of shares of Common Stock.

On December 19, 2019, the Reporting Person acquired 850,000 shares of B1 Preferred Stock in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person and NuView Trust Company, as custodian for the benefit of Richard Jacinto II. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $1,487,500. These purchased shares of B1 Preferred Stock were subsequently converted into an equal number of shares of Common Stock.

On December 19, 2019, the Reporting Person acquired 1,046,157 shares of B1 Preferred Stock in a private purchase under the terms of a Stock Purchase Agreement between the Reporting Person and the Prescott Group Aggressive Small Cap Master Fund, G.P. The consideration for these shares was the delivery by the Reporting Person of cash in the aggregate dollar amount of $1,809,851.61. These purchased shares of B1 Preferred Stock were subsequently converted into an equal number of shares of Common Stock.

The Stock Purchase Agreements used in the December 2019 B1 Preferred Stock acquisitions noted above were substantively the same, and a copy of the form of that agreement is attached hereto as Exhibit 3.

Item 4.Purpose of Transaction.

The Reporting Person has no present plans or proposals which relate to or would result in any of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D, except, in the future, the Reporting Person may acquire additional shares of Common Stock or other securities of the Issuer.

Item 5.Interests in Securities of the Issuer.

(a)Set forth below is the aggregate number and percentage of outstanding shares of Common Stock owned beneficially by the Reporting Person (based on 41,849,406 shares of Common Stock outstanding as of November 7, 2019 plus the shares of stock of the Issuer acquired by the Reporting Person as described in this Schedule 13D, all of which were shares of B1 Preferred Stock formerly):

Name	Shares of Common Stock Beneficially Owned	Percentage of Shares of Common Stock Beneficially Owned
Reporting Person	2,869,098	6.4%

(b)The Reporting Person has sole voting and dispositive power of the Common Stock beneficially owned by it.

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CUSIP No. 92534K107

(c)The following transactions in the Common Stock (or the B1 Preferred Stock which was subsequently converted into an equal number of shares of Common Stock) have occurred during the past 60 days by the Reporting Person:

Name	Trade Date	Number of Shares Acquired	Price Per Share	Where and How Transaction was Effected
Reporting Person	1/10/2020	9,018	$1.75	Private purchase
Reporting Person	1/7/2020	601,090	$1.75	Private purchase
Reporting Person	1/7/2020	104,940	$1.75	Private purchase
Reporting Person	12/20/2019	257,893	$1.75	Private purchase
Reporting Person	12/19/2019	850,000	$1.75	Private purchase
Reporting Person	12/19/2019	1,046,157	$1.73	Private purchase

(d)No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in Item 3 above, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7.Material to be Filed as Exhibits.

Exhibit No.	Description
1	Executive Officers, Directors and Controlling Persons of the Reporting Person
2	Form of Stock Purchase Agreement for Common Stock
3	Form of Stock Purchase Agreement for B1 Preferred Stock

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CUSIP No. 92534K107

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:            January 17, 2020

BUNKER ONE (USA), INC.

By:/s/ Sara Shipman Myers

  Sara Shipman Myers, Managing Director

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EX-99.1

EXHIBIT 1

EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF
THE REPORTING PERSON

The following sets forth the name and present principal occupation of each executive officer, director and controlling person, who is a natural person, of Bunker One (USA), Inc. The business address of each of the individuals listed below is Bunker One (USA), Inc. 107 Saint Francis Street, 23rd Floor, Suite 2370, Mobile, AL 36602.

Name1	Principal Occupation / Position with Bunker One (USA), Inc.
Torben Ostergaard-Nielsen	Chief Executive Officer and Direct Owner of Self Invest and Beneficial Owner of the Bunker One group
Sara Shipman Myers	Director, Managing Director
Peter Zachariassen	Secretary, Director
Carlos Gilberto Torres Padilla	Director

¹ Mr. Ostergaard-Nielsen and Mr. Zachariassen are citizens of Denmark.

The following sets forth the name, principal business and principal office address of each controlling person, which is in entity, of Bunker One (USA), Inc.  Each of the controlling persons listed below is organized under the laws of Denmark.

Name	Principal Business	Principal Office Address
Bunker Holding A/S	Holding company	Strandvejen 5, 5500 Middelfart, Denmark
A/S United Shipping & Trading Company	Holding company investing in the bunker and shipping business	Turbinevej 10, 5500 Middelfart, Denmark
Selfinvest ApS	Holding company investing in retail trade of passenger cars	Turbinevej 10, 5500 Middelfart, Denmark

EX-99.2

EXHIBIT 2

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), is by and between Bunker One (USA) Inc. (the “Purchaser”) and the undersigned (“Seller”) and is effective as of the date of the acceptance by the Purchaser on the signature page to this Agreement (the “Effective Date”).

R E C I T A L S

WHEREAS, Seller owns shares of Series B1 preferred stock, par value $0.001 per share, of Vertex Energy, Inc., a Nevada corporation (the “Company”);

WHEREAS, the Purchaser desires to purchase from Seller, and Seller desires to sell to the Purchaser, shares of common stock of the Company issuable upon the conversion of such Series B1 preferred stock, subject to the terms and conditions of this Agreement; and

WHEREAS, on or about the date of this Agreement, an affiliate of Purchaser is expected to enter into a commercial arrangement with the Company and a summary of such arrangement is set forth in Exhibit A to this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, covenants and agreements set forth herein, the parties agree as follows:

A G R E E M E N T

1.Purchase and Sale. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase from Seller and Seller shall sell to the Purchaser such number of shares of common stock of the Company as are agreed to be purchased by the Purchaser; it being understood that such number of shares purchased by the Purchaser may be equal to or less than the number of shares offered for sale by Seller (the “Purchased Shares”).

2.Closing. The purchase and sale of the Purchased Shares shall take place on the Effective Date. On the Effective Date, Seller shall deliver to the Company’s transfer agent (i) the original stock certificates evidencing such number of shares of Series B1 preferred stock as are necessary to be converted pursuant to their terms into the Purchased Shares, together with (ii) instructions to (a) convert such shares into common stock of the Company (the “Converted Shares”)(together with a notice of conversion in connection therewith) and upon conversion, (b) to transfer such Purchased Shares (representing all or a portion of the Converted Shares) to, and into the name of, the Purchaser pursuant to the terms of this Agreement, and (iii) stock powers with medallion signature guaranty, against delivery to Seller of the aggregate dollar amount set forth on the signature page hereto by wire transfer of immediately available funds to an account designated by Seller prior to the Effective Date.

3.Representations and Warranties of the Purchaser. The Purchaser represents and warrants to Seller as follows:

a.Organization and Standing. The Purchaser is duly organized, validly existing in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b.Authority; Enforceability. The execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

c.Accredited Investor. The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Securities Act”).

d.No General Solicitation. The Purchaser has not offered to purchase any of the Seller’s securities by any form of general solicitation or general advertising.

e.Exempt Transaction. Purchaser understands that the sale of the Purchased Shares is intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law.

f.Restricted Legends. Purchaser represents, acknowledges and warrants its representation of, understanding of, and confirmation that, a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Purchased Shares (and any shares issued upon conversion thereof) in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”

4.Representations and Warranties of Seller. Seller represents and warrants to the Purchaser as follows:

a.Organization and Standing. If Seller is an entity, such entity is duly formed, validly existing and in good standing under the laws of the state of incorporation or organization, as applicable. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Seller is not a direct or indirect subsidiary of the Company.

b.Authority. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

c.Purchased Shares. The Purchased Shares are directly owned by Seller and, upon transfer to the Purchaser, the Purchased Shares shall be free and clear of any and all liens, claims or other encumbrances, except for restrictions on transfer under the Securities Act, or applicable state securities laws.

d.Evaluation of Information; General Solicitation. The Seller has:

i.sufficient knowledge, sophistication and experience in business and financial matters and similar investments so as to be capable of evaluating the merits and risks of selling the Purchased Shares and has so evaluated the merits and risks of such sale;

ii.reviewed such information and made such independent investigation as Seller deems to be necessary or advisable in order to reach an informed decision regarding the sale of the Purchased Shares including the Company’s public filings and the information set forth in Exhibit A;

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iii.had a sufficient opportunity to consult with attorneys and financial advisors as the Seller deems to be necessary in connection with the sale of the Purchased Shares, and understands that the value of the Purchased Shares may rise after the sale of the Purchased Shares to the Purchaser; and

iv.(a) not been invited to sell the Series B1 preferred stock or Purchased Shares, or (b) not individually, or through any person acting on its behalf, offered or sold the Purchased Shares, by any means of general solicitation or general advertising.

e.Ongoing Sales. Seller acknowledges that the Purchaser is free to purchase Company securities before or after the closing of the transactions contemplated hereby and that such purchase price(s) may be higher or lower than the purchase price paid for the Purchased Shares.

f.No Bad Actor Prohibition. Neither the Seller, nor any person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the Purchased Shares by the Seller, including solicitation of purchasers for the Seller, is subject to an event that would disqualify such person or such other covered person, under Rule 506(d)(1) of Regulation D of the Securities Act or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended.

5.Survival of Representations and Warranties and Acknowledgements and Agreements. All representations and warranties and acknowledgements and agreements contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

6.Further Assurances. Seller and Purchaser agree that, from time to time, whether before, at or after the closing of the transactions contemplated hereby, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Purchased Shares held by or in the name of the Seller.

7.Miscellaneous.  This Agreement is not transferable or assignable by Seller.  No waiver of any provision of this Agreement shall be binding upon a party to this Agreement unless executed in writing by such party.  The parties may amend, modify and supplement this Agreement only in such manner as may be agreed upon by Seller and the Purchaser in writing.  This Agreement sets forth the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement and supersedes any and all prior agreements, representations or understandings with respect to such subject matter.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and to the successors and assigns of the Purchaser and to Seller’s personal and legal representatives, heirs, guardians, successors and permitted assignees.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Each party irrevocably and unconditionally waives any right it may have to a trial by jury relating to this Agreement or the transactions contemplated hereby.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, .pdf or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The Company and its legal counsel shall be able to rely on the representations in Sections 3 and 4 hereof for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the dates set forth below.

FOR COMPLETION BY SELLER:

Number of Purchased Shares Offered for sale by Seller to Purchaser:

Price per share:

Aggregate dollar amount:

Seller’s Name:

Seller’s Physical Address:

Seller’s Email Address:

 Dated: ____________________________________

 By: _______________________________________

 Name: _____________________________________

 Title: ______________________________________

PURCHASER’S ACCEPTANCE
(to be completed by the Purchaser)

The Purchaser hereby accepts the following number of Purchased Shares for the aggregate dollar amount.

Number of Purchased Shares:

Aggregate dollar amount:

 

Dated: ____________________________________

BUNKER ONE (USA) INC.

 By: _______________________________________

 Name: _____________________________________

 Title: ______________________________________

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EXHIBIT A

The Company and Bunker One (USA) Inc. are currently parties to a three-year supply agreement which provides for the supply of components that can be used as blends or compliant grades for marine fuels within the State of Louisiana.  The current supply agreement is due to expire as of May 1, 2020.  The Company and Bunker One (USA) Inc. are expecting to enter into a new 10-year supply agreement (subject to automatic 5-year extensions unless terminated by either party) which will be effective as of May 1, 2020 and which expands the territory to ports in Texas and Alabama in addition to Louisiana.  The anticipated offtake volume of this new supply agreement is 100% of the Company’s Marrero facility production (approximately 100,000 bbls/mo.).  In addition to the supply terms, Bunker One (USA) Inc. will have the right to nominate one non-voting observer to attend the Company’s board meetings and receive related materials.

In addition to the new supply agreement, the Company and Bunker One (USA) Inc. are expecting to enter into a Heads of Agreement to provide input on future projects to be undertaken by the parties.  This Heads of Agreement also provides the following material provisions:

• Future fully integrated projects are to be undertaken on terms substantially similar to those set forth in the Supply Agreement and future not fully integrated projects (e.g., those involving substantial and disparate capital investment by a party) will be undertaken on terms to be decided at the time such a project is undertaken based on the relative scope, risk, cost and allocation of risk and cost.

• If Bunker One (USA) Inc. decides to sell, transfer or otherwise dispose of all or any substantial portion of its bunkering business in the United States, the Company will have a right of first refusal to such assets.

• If Bunker One (USA) Inc. decides to expand its bunkering business in the U.S. to any port not served as of August 1, 2019, the Company has a right to include such new port in a Joint Supply and Marketing Agreement on substantially the same terms as those included in the current Supply Agreement.

• If the Company acquires a new source of supply or increases an existing source of supply, Bunker One (USA) Inc. has the right to include such supply in the provisions of the Heads of Agreement.

EX-99.3

EXHIBIT 3

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”), is by and between Bunker One (USA) Inc. (the “Purchaser”) and the undersigned (“Seller”) and is effective as of the date of the acceptance by the Purchaser on the signature page to this Agreement (the “Effective Date”).

R E C I T A L S

WHEREAS, Seller owns shares of Series B1 preferred stock, par value $0.001 per share, of Vertex Energy, Inc., a Nevada corporation (the “Company”);

WHEREAS, the Purchaser desires to purchase from Seller, and Seller desires to sell to the Purchaser, shares of Series B1 preferred stock in the Company, subject to the terms and conditions of this Agreement; and

WHEREAS, on or about the date of this Agreement, an affiliate of Purchaser is expected to enter into a commercial arrangement with the Company and a summary of such arrangement is set forth in Exhibit A to this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, covenants and agreements set forth herein, the parties agree as follows:

A G R E E M E N T

1.Purchase and Sale. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase from Seller and Seller shall sell to the Purchaser such number of shares of Series B1 preferred stock of the Company as are agreed to be purchased by the Purchaser; it being understood that such number of shares purchased by the Purchaser may be equal to or less than the number of shares offered for sale by Seller (the “Purchased Shares”).

2.Closing. The purchase and sale of the Purchased Shares shall take place on the Effective Date. On the Effective Date, Seller shall deliver to the Purchaser or the Company’s transfer agent for the benefit of the Purchaser, the original stock certificates evidencing the Purchased Shares, stock powers with medallion signature guaranty and instructions for reissuance, against delivery to Seller of the aggregate dollar amount set forth on the signature page hereto by wire transfer of immediately available funds to an account designated by Seller prior to the Effective Date.

3.Representations and Warranties of the Purchaser. The Purchaser represents and warrants to Seller as follows:

a.Organization and Standing. The Purchaser is duly organized, validly existing in good standing under the laws of the jurisdiction of its incorporation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

b.Authority; Enforceability. The execution and delivery by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.

c.Accredited Investor. The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of the Securities Act of 1933, as amended (the “Securities Act”).

d.No General Solicitation. The Purchaser has not offered to purchase any of the Seller’s securities by any form of general solicitation or general advertising.

e.Exempt Transaction. Purchaser understands that the sale of the Purchased Shares is intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law.

f.Restricted Legends. Purchaser represents, acknowledges and warrants its representation of, understanding of, and confirmation that, a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Purchased Shares (and any shares issued upon conversion thereof) in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE [ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.”

4.Representations and Warranties of Seller. Seller represents and warrants to the Purchaser as follows:

a.Organization and Standing. If Seller is an entity, such entity is duly formed, validly existing and in good standing under the laws of the state of incorporation or organization, as applicable. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Seller is not a direct or indirect subsidiary of the Company.

b.Authority. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

c.Purchased Shares. The Purchased Shares are directly owned by Seller and, upon transfer to the Purchaser, the Purchased Shares shall be free and clear of any and all liens, claims or other encumbrances, except for restrictions on transfer under the Securities Act, or applicable state securities laws.

d.Evaluation of Information; General Solicitation. The Seller has:

i.sufficient knowledge, sophistication and experience in business and financial matters and similar investments so as to be capable of evaluating the merits and risks of selling the Purchased Shares and has so evaluated the merits and risks of such sale;

ii.reviewed such information and made such independent investigation as Seller deems to be necessary or advisable in order to reach an informed decision regarding the sale of the Purchased Shares including the Company’s public filings and the information set forth in Exhibit A;

iii.had a sufficient opportunity to consult with attorneys and financial advisors as the Seller deems to be necessary in connection with the sale of the Purchased Shares, and understands that the value of the Purchased Shares may rise after the sale of the Purchased Shares to the Purchaser; and

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iv.(a) not been invited to sell the Purchased Shares, or (b) not individually, or through any person acting on its behalf, offered or sold the Purchased Shares, by any means of general solicitation or general advertising.

e.Ongoing Sales. Seller acknowledges that the Purchaser is free to purchase Company securities before or after the closing of the transactions contemplated hereby and that such purchase price(s) may be higher or lower than the purchase price paid for the Purchased Shares.

f.No Bad Actor Prohibition. Neither the Seller, nor any person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the Purchased Shares by the Seller, including solicitation of purchasers for the Seller, is subject to an event that would disqualify such person or such other covered person, under Rule 506(d)(1) of Regulation D of the Securities Act or is subject to a statutory disqualification described under Section 3(a)(39) of the Securities Exchange Act of 1934, as amended.

5.Survival of Representations and Warranties and Acknowledgements and Agreements. All representations and warranties and acknowledgements and agreements contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

6.Further Assurances. Seller and Purchaser agree that, from time to time, whether before, at or after the closing of the transactions contemplated hereby, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchaser of the Purchased Shares held by or in the name of the Seller.

7.Miscellaneous.  This Agreement is not transferable or assignable by Seller.  No waiver of any provision of this Agreement shall be binding upon a party to this Agreement unless executed in writing by such party.  The parties may amend, modify and supplement this Agreement only in such manner as may be agreed upon by Seller and the Purchaser in writing.  This Agreement sets forth the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement and supersedes any and all prior agreements, representations or understandings with respect to such subject matter.  The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties to this Agreement and to the successors and assigns of the Purchaser and to Seller’s personal and legal representatives, heirs, guardians, successors and permitted assignees.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Each party irrevocably and unconditionally waives any right it may have to a trial by jury relating to this Agreement or the transactions contemplated hereby.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, .pdf or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.The Company and its legal counsel shall be able to rely on the representations in Sections 3 and 4 hereof for all purposes.

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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the dates set forth below.

FOR COMPLETION BY SELLER:

Number of Purchased Shares Offered for sale by Seller to Purchaser:

Price per share:

Aggregate dollar amount:

Seller’s Name:

Seller’s Physical Address:

Seller’s Email Address:

 Dated: ____________________________________

 By: _______________________________________

 Name: _____________________________________

 Title: ______________________________________

PURCHASER’S ACCEPTANCE
(to be completed by the Purchaser)

The Purchaser hereby accepts the following number of Purchased Shares for the aggregate dollar amount.

Number of Purchased Shares:

Aggregate dollar amount:

 Dated: ____________________________________

BUNKER ONE (USA) INC.

 By: _______________________________________

 Name: _____________________________________

 Title: ______________________________________

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EXHIBIT A

The Company and Bunker One (USA) Inc. are currently parties to a three-year supply agreement which provides for the supply of components that can be used as blends or compliant grades for marine fuels within the State of Louisiana.  The current supply agreement is due to expire as of May 1, 2020.  The Company and Bunker One (USA) Inc. are expecting to enter into a new 10-year supply agreement (subject to automatic 5-year extensions unless terminated by either party) which will be effective as of May 1, 2020 and which expands the territory to ports in Texas and Alabama in addition to Louisiana.  The anticipated offtake volume of this new supply agreement is 100% of the Company’s Marrero facility production (approximately 100,000 bbls/mo.).  In addition to the supply terms, Bunker One (USA) Inc. will have the right to nominate one non-voting observer to attend the Company’s board meetings and receive related materials.

In addition to the new supply agreement, the Company and Bunker One (USA) Inc. are expecting to enter into a Heads of Agreement to provide input on future projects to be undertaken by the parties.  This Heads of Agreement also provides the following material provisions:

• Future fully integrated projects are to be undertaken on terms substantially similar to those set forth in the Supply Agreement and future not fully integrated projects (e.g., those involving substantial and disparate capital investment by a party) will be undertaken on terms to be decided at the time such a project is undertaken based on the relative scope, risk, cost and allocation of risk and cost.

• If Bunker One (USA) Inc. decides to sell, transfer or otherwise dispose of all or any substantial portion of its bunkering business in the United States, the Company will have a right of first refusal to such assets.

• If Bunker One (USA) Inc. decides to expand its bunkering business in the U.S. to any port not served as of August 1, 2019, the Company has a right to include such new port in a Joint Supply and Marketing Agreement on substantially the same terms as those included in the current Supply Agreement.

• If the Company acquires a new source of supply or increases an existing source of supply, Bunker One (USA) Inc. has the right to include such supply in the provisions of the Heads of Agreement.