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Exhibit 2.2
AMENDMENT NO. 4
TO
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
This Amendment No. 4 (this "AMENDMENT") is made as of this 2nd day
of
February, 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 Energy, LP, a
Texas limited
partnership ("VERTEX LP"), Vertex Energy, Inc., a Nevada
corporation ("VERTEX
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. Section 1.1 of the Merger Agreement is hereby amended by adding
the
definition of "Closing Balance" to read in its entirety as
follows:
"CLOSING BALANCE" means $2.4 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 $4.8
million."
2. Section 1.1 of the Merger Agreement is hereby amended by adding
the
definition of "Bridge Note" to read in
