REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of __, 2024 between Titan Environmental Solutions Inc. a Nevada corporation (the “Company”), and each of the several purchasers that is a signatory to the Purchase Agreement (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT TraQiQ Inc.Security Agreement • September 20th, 2021 • Traqiq, Inc. • Services-computer programming services • Delaware
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of September 17, 2021 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2021 • Traqiq, Inc. • Services-computer programming services • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 17, 2021, between TraQiQ Inc., a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 29, 2024, between Titan Environmental Solutions Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 15th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2024, between Titan Environmental Solutions Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
TITAN ENVIRONMENTAL SOLUTIONS INC. PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS AS OF JUNE 30, 2024 (UNAUDITED)Stock Purchase Agreement • November 6th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
On October 31, 2024, Titan Environmental Solutions Inc., a Nevada corporation (the “Company”), entered into the Stock Purchase Agreement dated as of October 31, 2024 (the “Purchase Agreement”) among the Company and its wholly-owned subsidiary, Recoup Technologies, Inc., a Delaware corporation (“Recoup”), and Recoup Partners, LLC, a Delaware limited liability company (the “Purchaser”), and consummated the transactions contemplated by Purchase Agreement, including the sale of Recoup to the Purchaser. Recoup is in the business of marketing an aerobic digestion technology solution for the disposal of food waste at the point of generation.
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2021 • Traqiq, Inc. • Services-computer programming services • Washington
THIS AGREEMENT (“Agreement”) is made and entered into this 19th day of October 2020 by and between Ajay Sikka, a resident of Issaquah, Washington (the “Executive”) and TraQiQ, Inc. (the “Corporation”), a California corporation with its principal place of business in Bellevue, Washington. Collectively, the Corporation, including its subsidiaries, and the Executive are referred to herein as the “Parties” and sometimes individually as a “Party.”
Assignment of StockAssignment of Stock • January 6th, 2023 • Traqiq, Inc. • Services-computer programming services • New York
This ASSIGNMENT OF Stock (this “Assignment”) is made as of this 31st day of December, 2022, by and among TraQiQ, Inc., a California corporation (“Assignor”), Mimo Technologies Private Ltd, an Indian company (the “Company”), and Lathika Regunathan (“Regunathan”).
ASSET PURCHASE AGREEMENT by and among Renovare Environmental, Inc., BioHi Tech America, LLC and TraQiQ, Inc.Asset Purchase Agreement • January 6th, 2023 • Traqiq, Inc. • Services-computer programming services • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of December 30, 2022, by and among Renovare Environmental, Inc., a Delaware corporation (“Renovare”) , BioHiTech America, LLC, a Delaware limited liability company (together, with Renovare, the “Sellers”) on the one hand, and TraQiQ, Inc., a California corporation (“Buyer” and, together with Sellers, the “Parties” and, each individually, a “Party”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 24th, 2023 • Traqiq, Inc. • Services-computer programming services • Delaware
This Employment Agreement (“Agreement”) is entered into this 19th day of May, 2023 by and between TraQiQ, Inc., a California corporation (“the Company”), and GLEN MILLER (the “Executive”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BETWEEN TITAN ENVIRONMENTAL SOLUTIONS INC. A NEVADA CORPORATION AND TRAQIQ, INC. A CALIFORNIA CORPORATIONAgreement and Plan of Merger • January 11th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • Nevada
This Amended and Restated Agreement and Plan of Merger dated as of January 9, 2024 (the “Agreement”) is between Titan Environmental Solutions Inc., a Nevada corporation (“Titan” or the “Surviving Corporation”) with Nevada Business ID Number NV20232921584, and TraQiQ, Inc., a California corporation (“TIQ” or the “Disappearing Corporation”) with California Entity Number 3228962. Titan and TIQ are sometimes referred to herein as the “Constituent Corporations”.
STOCK PURCHASE AGREEMENT BY AND AMONG TITAN ENVIRONMENTAL SOLUTIONS, INC., AS THE SHAREHOLDER, RECOUP TECHNOLOGIES, INC., AS THE COMPANY AND RECOUP PARTNERS, LLC, AS BUYER DATED OCTOBER 31, 2024Stock Purchase Agreement • November 1st, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • Michigan
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 31, 2024, is entered into by and among TITAN ENVIRONMENTAL SOLUTIONS, INC., a Nevada corporation (“Shareholder”), RECOUP TECHNOLOGIES, INC., a Delaware corporation (the “Company”), RECOUP PARTNERS, LLC, a Delaware limited liability company (“Buyer”).
EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONG RYAN STANSLEY, SCOTT STANSLEY, JR., KRISTIN STANSLEY AND RICHARD BOYCE STANSLEY III, AS THE EQUITYHOLDERS, RECYCLE WASTE SERVICES, INC., AS THE COMPANY AND TITAN TRUCKING, LLC, AS BUYEREquity Interest Purchase Agreement • June 20th, 2023 • Traqiq, Inc. • Services-computer programming services • Ohio
THIS EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of June 14, 2023, is entered into by and among RYAN STANSLEY, SCOTT STANSLEY, JR., KRISTIN STANSLEY and RICHARD BOYCE STANSLEY III (each, an “Equityholder”, and collectively, the “Equityholders”), RECYCLE WASTE SERVICES, INC., an Ohio corporation (the “Company”), and TITAN TRUCKING, LLC, a Michigan limited liability company (“Buyer”).
SETTLEMENT AGREEMENTSettlement Agreement • July 21st, 2023 • Traqiq, Inc. • Services-computer programming services • New York
THIS SETTLEMENT AGREEMENT (this “Agreement”) is dated July 20, 2023, by and between Renovare Environmental, Inc., a Delaware corporation (the “Reno”), TraqIQ, Inc., a California corporation (the “Company”) and the undersigned investor in Reno (the “Holder”, collectively with Reno, the “Parties”, and each individually, a “Party”).
CONSULTING AGREEMENTConsulting Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • Michigan
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of May 31, 2024 (the “Effective Date”) by and between, Dominic Campo or an entity to be formed by him (the “Consultant”) and Titan Trucking, LLC, a Michigan limited liability company (the “Company”).
Assignment of unitsAssignment of Units • January 6th, 2023 • Traqiq, Inc. • Services-computer programming services • New York
This ASSIGNMENT OF units(this “Assignment”) is made as of this 31st day of December, 2022, by and among TraQiQ, Inc., a California corporation (“Assignor”), Rohuma LLC, a Delaware Corporation (the “Company”), and Happy Kompany LLC represented by Sandeep Soni (“Assignee”).
GUARANTY FEE AGREEMENTGuaranty Fee Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • Delaware
This Guaranty Fee Agreement (“Agreement”) is made and effective as of May 31, 2024 by and between Titan Trucking, LLC, a Michigan limited liability company (“Titan”), Titan Environmental Solutions, Inc., (“TESI”), and Charles B. Rizzo (“Rizzo”), each sometimes referred to as a “Party” or collectively, the “Parties”.
TITAN ENVIRONMENTAL SOLUTIONS INC. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of 20% OID Promissory Notes (the “Notes”) of Titan Environmental Solutions Inc. (the “Company”) in the aggregate principal amount of $[___], does hereby certify to, and agree with, the Company as follows:
TraQiQ, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2023 • Traqiq, Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of ______ shares (the “Shares”) of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) of TraQiQ, Inc. (the “Company”), does hereby certify to, and agree with, the Company as follows:
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • August 12th, 2019 • Traqiq, Inc. • Services-motion picture & video tape production
This first Amendment (the “Amendment”), dated August 4, 2019, to the SHARE EXCHANGE AGREEMENT (the “Agreement”) dated May 16, 2019 (the “Effective Date”) between TraqIQ, Inc., a California corporation (“TRAQIQ”), on the one hand, and Mann-India Technologies Private Ltd., an Indian corporation (“Mann”), and the holders of ordinary common shares of Mann (each an “Mann Stockholder” and collectively the “Mann Stockholders”), on the other hand, hereby amends Section 1.1.a (i) to correct and error in the number of shares issuable under the exercise of the Warrants as set forth in the Agreement.
TRAQIQ, INC. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2023 (UNAUDITED)Merger Agreement • November 16th, 2023 • Traqiq, Inc. • Services-computer programming services
On May 19, 2023, TraQiQ, Inc. (“TraQiQ” or the “Company”) entered into an Agreement and Plan of Merger (the “Titan Merger Agreement”) by and among TraQiQ, Titan Trucking, LLC (“Titan”) and the owners of Titan on May 19, 2023 (the “acquisition date”). Pursuant to the terms and conditions of the Titan Merger Agreement, the Company’s subsidiary Titan Merger Sub Corp. (“Merger Sub”) was merged with and into Titan on the acquisition date with Titan surviving as a wholly owned subsidiary of the Company (the “Titan Merger”). For U.S. federal income tax purposes, the Titan Merger qualified as a tax-free “reorganization”. Under the Terms of the Titan Merger Agreement, the Company agreed to pay the Titan owners 630,900 shares of the Company’s Series C Preferred Stock. Additionally, the company agreed to an inter-company capital contribution transfer of $500,000 to Titan. Concurrent to the Titan Merger, the Company’s CEO and one of the Company’s Directors resigned from their respective positions
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 26th, 2021 • Traqiq, Inc. • Services-computer programming services • California
This SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of January 22, 2021 (the “Effective Date”) between TraQiQ, Inc., a California corporation (“TraQiQ”), Rohuma, LLC, a Delaware limited liability company (“Rohuma”), the holders of all of the vested and unvested common units of executing this Agreement and listed on Exhibit A hereto (each an “Rohuma Unitholder” and collectively the “Rohuma Unitholders”) and Sandeep Soni as the “Rohuma Representative”. Rohuma, the Rohuma Unitholders and the Rohuma Representative shall be referred to as the “Rohuma Parties”.
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DOMINIC CAMPO AND SHARON CAMPO, AS THE MEMBERS, STANDARD WASTE SERVICES, LLC, AS THE COMPANY AND TITAN TRUCKING, LLC, AS BUYER DATED FEBRUARY 21, 2024Membership Interest Purchase Agreement • May 15th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Amendment”), dated as of February 21, 2024, is entered into by and among DOMINIC CAMPO and SHARON CAMPO (each a “Member” and “Seller” and collectively, the “Members” and “Sellers”), STANDARD WASTE SERVICES, LLC, a Michigan limited liability company (the “Company”), and TITAN TRUCKING, LLC, a Michigan limited liability company (“Buyer”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DOMINIC CAMPO AND SHARON CAMPO, AS THE MEMBERS, STANDARD WASTE SERVICES, LLC, AS THE COMPANY AND TITAN TRUCKING, LLC, AS BUYERMembership Interest Purchase Agreement • January 16th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services • Michigan
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”), dated as of January 12, 2024, is entered into by and among DOMINIC CAMPO and SHARON CAMPO (each a “Member” and “Seller” and collectively, the “Members” and “Sellers”), STANDARD WASTE SERVICES, LLC, a Michigan limited liability company (the “Company”), and TITAN TRUCKING, LLC, a Michigan limited liability company (“Buyer”).
EXCHANGE AGREEMENTExchange Agreement • February 17th, 2021 • Traqiq, Inc. • Services-computer programming services • Washington
This EXCHANGE AGREEMENT (the “Agreement”), dated as of February 17, 2021 (the “Effective Date”) between TraQiQ, Inc., a California corporation (“TraQiQ”), Mimo-Technologies Pvt. Ltd, an Indian corporation (“Mimo”), the holders of all of the shares of Mimo executing this Agreement and listed on Exhibit A hereto (each a “Mimo Shareholder” and collectively the “Mimo Shareholders”). Mimo and the Mimo Shareholders shall be referred to as the Mimo Parties”.
ContractPromissory Note • June 16th, 2021 • Traqiq, Inc. • Services-computer programming services • Indiana
THIS NOTE HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION THEREFROM; ALL AFTER HOLDER HAVING DELIVERED AN OPINION OF COUNSEL SATISFACTORY TO COMPANY’S COUNSEL IN ALL RESPECTS REGARDING ANY SUCH PROPOSED TRANSFER OF THIS NOTE.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 1st, 2018 • Traqiq, Inc. • Services-motion picture & video tape production • California
THIS STOCK PURCHASE AGREEMENT dated December 1, 2017 (“Agreement”) by and among TraqIQ, Inc., a corporation organized and existing under the laws of California having its principal place of business at 14205 S.E. 36th St., Suite 100, Bellevue, WA 98006 (“Buyer”), and Ajay Sikka, an individual residing at 4826 194th Avenue SE, Issaquah, WA 98027 (“Seller”)
TRAQIQ, INC. Common Stock Purchase WarrantWarrant Agreement • February 17th, 2021 • Traqiq, Inc. • Services-computer programming services • Washington
THIS CERTIFIES THAT, for value received, Lathika Ragunathan (the “Holder”) is entitled to purchase shares of the Common Stock, $.0001 par value per share (the “Shares,” or, the “Warrant Stock”), of TraQiQ, Inc., a California corporation (the “Company”), at $0.001 per share (such price, as it may be adjusted from time to time as specified below, is referred to herein as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is being issued in connection with that certain Exchange Agreement by and among the Company, Holder and Mimo-Technologies Pvt. Ltd. (the “Exchange Agreement”).
Agreement and Plan of Merger dated as of May 19, 2023 by and among TRAQIQ, INC., TITAN MERGER SUB CORP., TITAN TRUCKING, LLC, TITAN 5, LLC TITAN HOLDINGS 2, LLC, JEFF RIZZO, WILLIAM MCCAULEY and JEFF RIZZO, as the Seller RepresentativeAgreement and Plan of Merger • May 24th, 2023 • Traqiq, Inc. • Services-computer programming services • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 19, 2023, by and among TraQiQ, Inc., a California corporation (“Buyer”), Titan Merger Sub Corp., a Michigan corporation and a wholly owned Subsidiary of Buyer (“Merger Sub”), Titan Trucking, LLC, a Michigan limited liability company (the “Company”), Titan 5, LLC, a Michigan limited liability company (“Titan 5”), Titan Holdings 2, LLC, a Michigan limited liability company (“Holdings”), Jeff Rizzo, an individual (“JR”), William McCauley, an individual (“WM”, and, together with Holdings, Titan 5, and JR, the “Sellers”), and Jeff Rizzo, as the Sellers’ representative (the “Seller Representative”). Buyer, Merger Sub, the Company and each of the Sellers is sometimes hereinafter referred to as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein have the meanings ascribed to such terms in Schedule A.
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DOMINIC CAMPO AND SHARON CAMPO, AS THE MEMBERS, STANDARD WASTE SERVICES, LLC, AS THE COMPANY AND TITAN TRUCKING, LLC, AS BUYERMembership Interest Purchase Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
THIS SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Amendment”), dated as of May 20, 2024, is entered into by and among DOMINIC CAMPO and SHARON CAMPO (each a “Member” and “Seller” and collectively, the “Members” and “Sellers”), STANDARD WASTE SERVICES, LLC, a Michigan limited liability company (the “Company”), and TITAN TRUCKING, LLC, a Michigan limited liability company (“Buyer”).
SUBSCRIPTION AGREEMENT TraqIQ, Inc. A California CorporationSubscription Agreement • February 8th, 2019 • Traqiq, Inc. • Services-motion picture & video tape production • Washington
The undersigned (sometimes referred to herein as “Subscriber”) hereby subscribes to purchase the number of shares of Common Stock (the “Shares”) of TraqIQ, Inc. a California Corporation (the “Company”) indicated below. The undersigned understands that, if accepted, its subscription is irrevocable, but that it may be rejected in the sole discretion of the Company, for any reason.
TraQiQ, Inc. EXCHANGE SUBSCRIPTION AGREEMENTExchange Subscription Agreement • July 18th, 2023 • Traqiq, Inc. • Services-computer programming services
The undersigned holder(s) (the “Holder”) of 20% OID Promissory Notes (the “Notes”) of TraQiQ, Inc. (the “Company”) in the aggregate principal amount of $_______, does hereby certify to, and agree with, the Company as follows:
SECURITY AGREEMENTSecurity Agreement • September 20th, 2021 • Traqiq, Inc. • Services-computer programming services • Delaware
This SECURITY AGREEMENT, dated as of September 17, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and between TraQiQ Inc., a California corporation (the “Grantor”), in favor of Evergreen Capital Management LLC, as collateral agent for the Noteholders of the Notes of the Grantor referred to below (the “Secured Party”).
THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG DOMINIC CAMPO AND SHARON CAMPO, AS THE MEMBERS, STANDARD WASTE SERVICES, LLC, AS THE COMPANY AND TITAN TRUCKING, LLC, AS BUYERMembership Interest Purchase Agreement • June 4th, 2024 • Titan Environmental Solutions Inc. • Services-computer programming services
THIS THIRD AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Amendment”), dated as of May 30, 2024, is entered into by and among DOMINIC CAMPO and SHARON CAMPO (each a “Member” and “Seller” and collectively, the “Members” and “Sellers”), STANDARD WASTE SERVICES, LLC, a Michigan limited liability company (the “Company”), and TITAN TRUCKING, LLC, a Michigan limited liability company (“Buyer”).
SECURITY AGREEMENT DATED AS OF DECEMBER 30, 2022 BY AND AMONG MICHAELSON CAPITAL SPECIAL FINANCE FUND II, L.P., AS NOTEHOLDER AND TRAQIQ, INC., AS BORROWERSecurity Agreement • January 6th, 2023 • Traqiq, Inc. • Services-computer programming services • New York
This Security Agreement is dated as of December 30, 2022 (the “Effective Date”) and agreed to by and among TraQiQ, Inc., a California corporation (“Borrower”) and Michaelson Capital Special Finance Fund II, L.P., a Delaware limited partnership (“Noteholder”).
