SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 26th, 2022 • Renovare Environmental, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2022, between Renovare Environmental Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2022 • Renovare Environmental, Inc. • Services-educational services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 21, 2022, between Renovare Environmental, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT BIOHITECH GLOBAL, INC.Warrant Agreement • July 30th, 2020 • Biohitech Global, Inc. • Services-educational services • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 29, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioHiTech Global, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT BIOHITECH GLOBAL inc.Common Stock Purchase Warrant • September 6th, 2019 • Biohitech Global, Inc. • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March ___, 20201 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioHiTech Global Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2018 • Biohitech Global, Inc. • Services-educational services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [___________], between BioHiTech Global, Inc., a Delaware corporation (the “Company”), and each Purchaser identified on the signature hereto (each including its successors and assigns (a “Purchaser”, and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2022 • Renovare Environmental, Inc. • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2022, is by and among Renovare Environmental, Inc., a Delaware corporation with offices located at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, New York 10977 (the “Company”), and the undersigned buyers (each, a “Purchasing Buyer,” and collectively, the “Purchasing Buyers”).
BioHiTech Global, Inc. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 22nd, 2021 • Biohitech Global, Inc. • Services-educational services • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 2020 • Biohitech Global, Inc. • Services-educational services • New York
The undersigned, BioHiTech Global, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of BioHiTech Global, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANT RENOVARE ENVIRONMENTAL, INC.Common Stock Purchase Warrant • January 26th, 2022 • Renovare Environmental, Inc. • Services-educational services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January __, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Renovare Environmental, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2021 • Biohitech Global, Inc. • Services-educational services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2021, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and BioHiTech Global, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of September 23, 2021 by and between BIOHITECH GLOBAL, INC. and KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • September 24th, 2021 • Biohitech Global, Inc. • Services-educational services • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of September 23, 2021 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and BioHiTech Global, Inc., a Delaware corporation (the “Company”).
BioHiTech GlobalPlacement Agent Agreement • September 6th, 2019 • Biohitech Global, Inc. • Services-educational services • New York
BIOHITECH GLOBAL, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2017 • Biohitech Global, Inc. • Services-educational services • New York
This Securities Purchase Agreement (the “Agreement”) is entered into by and between BioHiTech Global, Inc., a Delaware corporation (the “Company”), and the undersigned purchaser or purchasers (the “Purchaser”, and collectively with other purchasers similarly situated, the “Purchasers”) as of the latest date set forth on the signature page hereto.
Re: PLACEMENT AGENT’S AGREEMENTPlacement Agent's Agreement • September 13th, 2022 • Renovare Environmental, Inc. • Services-educational services • New York
This letter (the “Agreement”) constitutes the agreement between, Newtork 1 Financial Securities, Inc. (“Network”, or the “Placement Agent”) and Renovare Environmental, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of up to $8,000,000 of preferred shares and warrants (the “Shares” or the “Securities”) convertible into common stoke of the Company, par value $0.0001 per share (“Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the P
ContractConvertible Promissory Note • July 12th, 2017 • Biohitech Global, Inc. • Services-educational services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
ASSET PURCHASE AGREEMENT by and among Renovare Environmental, Inc., BioHi Tech America, LLC and TraQiQ, Inc.Asset Purchase Agreement • January 10th, 2023 • Renovare Environmental, Inc. • Services-educational 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”).
BIOHITECH GLOBAL, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 18th, 2020 • Biohitech Global, Inc. • Services-educational services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after date that is six (6) months following the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioHiTech Global, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as set forth below. This Warrant is issued pursuant to a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”)
CREDIT AGREEMENTCredit Agreement • February 8th, 2018 • Biohitech Global, Inc. • Services-educational services • Michigan
This Credit Agreement is entered into as of February 2, 2018, by and between Comerica Bank (“Bank”) and BHT Financial LLC, a Delaware limited liability company (“Borrower”).
Weinberg & Baer LLCConsent of Independent Auditor • January 28th, 2014 • Swift Start Corp. • Services-educational services
We consent to the incorporation in the Registration Statement of Swift Start Corp. on amended Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated November 4, 2013, as of and for the periods ended September 30, 2013 and from inception to September 30, 2013. We further consent to the reference to our firm in the section on Experts.
Weinberg & Baer LLCConsent of Independent Auditor • February 3rd, 2014 • Swift Start Corp. • Services-educational services
We consent to the incorporation in the Registration Statement of Swift Start Corp. on amended Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated November 4, 2013, as of and for the periods ended September 30, 2013 and from inception to September 30, 2013. We further consent to the reference to our firm in the section on Experts.
BIOHITECH GLOBAL, INC.Investor Subscription Agreement • May 15th, 2019 • Biohitech Global, Inc. • Services-educational services • Delaware
INVESTOR SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) between BIOHITECH GLOBAL, INC., a Delaware corporation (the “Company”) and the person or persons executing this Agreement on the execution page hereof (the “Subscriber”). All documents mentioned herein are incorporated by reference.
CONTRIBUTION AND TRANSACTION AGREEMENTContribution and Transaction Agreement • December 20th, 2018 • Biohitech Global, Inc. • Services-educational services • Delaware
This Contribution and Transaction Agreement (this “Agreement”), dated as of December 14, 2018, is by and among Refuel America, LLC, a Delaware limited liability company (the “Company”), Gold Medal Group, LLC, a Delaware limited liability company (“Gold Medal”), BioHitech Global, Inc., a Delaware corporation (“BHT”), E.N.A. Renewables, LLC (f/k/a Entsorga North America LLC), a Delaware limited liability company and wholly owned subsidiary of BHT (“ENA”), Apple Valley Waste Technologies Buyer, Inc. (“AV Buyer”), and Apple Valley Waste Technologies, LLC (“AV Tech”).
ContractSubordinated Convertible Promissory Note • August 2nd, 2016 • Biohitech Global, Inc. • Services-educational services • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.
Weinberg & Baer LLCConsent of Independent Auditor • February 7th, 2014 • Swift Start Corp. • Services-educational services
We consent to the incorporation in the Registration Statement of Swift Start Corp. on amended Form S-1 of our report on the financial statements of the Company as its registered independent auditor dated November 4, 2013, as of and for the periods ended September 30, 2013 and from inception to September 30, 2013. We further consent to the reference to our firm in the section on Experts.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and among ENTSORGA USA, INC., (as “Seller”) BIOHITECH GLOBAL, INC. (as “Purchaser”) and ENTSORGA WEST VIRGINIA LLC (as “Company”) For the purchase of Common Units of Entsorga West Virginia LLC Dated:...Membership Interest Purchase and Sale Agreement • December 4th, 2018 • Biohitech Global, Inc. • Services-educational services • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), effective as of November 28, 2018 (the “Effective Date”), by and among ENTSORGA USA, INC., a corporation formed under the laws of the State of Delaware (the “Seller”), BIOHITECH GLOBAL, INC., a corporation formed under the laws of the State of Delaware (the “Purchaser”) and ENTSORGA WEST VIRGINIA LLC, a limited liability company formed under the laws of the State of West Virginia (the “Company”). The Company, the Purchaser and the Seller are sometimes individually referred to herein as a “Party”, and collectively as the “Parties”.
ContractLoan Agreement • May 14th, 2020 • Biohitech Global, Inc. • Services-educational services • Texas
DocuSign Envelope ID: 2456EB4B-862B-4AFD-A3F8-4EE70653C56B LOAN AGREEMENT THIS LOAN AGREEMENT, made and entered into this _1_0 day of _M_a_y , 2020, (this “Loan Agreement”) is by and between B_i_o H_i T_ec_h A_m_e_r_i_c_a_,_L_L_C (collectively, “Borrower”) and COMERICA BANK (“Lender”). W I T N E S S E T H WHEREAS, of even date herewith, Lender and Borrower have entered into that certain U.S. Small Business Administration (“SBA”) loan wherein the Lender agreed to provide a loan (the “Loan”) to Borrower for up to $_4_2_1_,_3_0_0 under the Paycheck Protection Program (“PPP”) offered by the SBA under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (the “CARES Act”), section 7(a)(36) of the Small Business Act; and WHEREAS, in order to loan funds to Borrower, Lender enters into this Loan Agreement with Borrower for the purposes herein contained; and NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties
BIOHITECH GLOBAL, INC. UNAUDITED PRO FORMA CONDENCED COMBINED FINANCIAL INFORMATIONDefinitive Agreement • March 4th, 2019 • Biohitech Global, Inc. • Services-educational services
On November 28, 2018, BioHiTech Global, Inc. (“BioHiTech”, the “Company” or “BHTG”), the registrant, entered into a definitive agreement (the “MIPS”) with Entsorga USA, Inc. (“EUSA”) whereby EUSA agreed to sell, transfer and convey to BioHiTech 2,687 common units of Entsorga West Virginia, LLC (“EWV”) (the “Membership units”) in consideration of 714,519 shares of BioHiTech’s newly created Series E convertible preferred stock (the “Sr. E CPS”), which is convertible into 714,519 shares of BioHiTech’s common stock. EWV is a facility under construction that is intended to utilize HEBioT technology to divert municipal solid waste from landfills and to create an EPA recognized alternative commodity fuel.
TECHNOLOGY LICENSE AGREEMENT among ENTSORGAFIN S.P.A., and BIOHITECH GLOBAL, INC. Dated as of November 1, 2017Technology License Agreement • November 2nd, 2017 • Biohitech Global, Inc. • Services-educational services • New York
This TECHNOLOGY LICENSE AGREEMENT (the “Agreement”), dated as of November 1, 2017 (the “Effective Date”), among Entsorgafin S.P.A., an Italian joint stock company (“Licensor”), E.N.A. Renewables, LLC, a Delaware limited liability company (“Licensee”), and BIOHITECH GLOBAL, INC., a Delaware corporation and parent of the Licensee (“Parent”)
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 30th, 2018 • Biohitech Global, Inc. • Services-educational services • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is effective as of January 25, 2018, by and between E.N.A. Renewables, LLC, a Delaware limited liability company (“Buyer”), BioHiTech Global, Inc., a Delaware corporation and parent of the Buyer (the “Parent”), [________] and [________], each an individual (collectively, the “Sellers”) and Gold Medal Group, LLC, a Delaware limited liability company (“Company”). The parties to this Agreement are sometimes referred to herein each as a “Party” and collectively, as the “Parties”.
BIOHITECH GLOBAL, INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • May 26th, 2017 • Biohitech Global, Inc. • Services-educational services • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Issue Date set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioHiTech Global, Inc., a Delaware corporation (the “Company”), up to [_________] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as set forth below.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • August 11th, 2015 • Biohitech Global, Inc. • Services-educational services • Delaware
This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of August 6, 2015 by and among SWIFT START CORP., a Delaware corporation (“Swift”), BIOHITECH GLOBAL, INC., a Delaware corporation (“Acquisition”), and BIO HI TECH AMERICA, LLC, a Delaware limited liability company (“BioHiTech”). Swift, Acquisition and BioHiTech are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”
AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF HARP ELECTRICAL ENG. LIMITED BRT HoldCo Inc. BioRenewable Technologies, Inc. DATED 28 FEBRUARY 2022Sale and Purchase Agreement • March 4th, 2022 • Renovare Environmental, Inc. • Services-educational services
BIOHITECH GLOBAL, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 23rd, 2020 • Biohitech Global, Inc. • Services-educational services • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________, a New York limited liability company or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to purchase from the Company at any time after the Issue Date until 5:00 p.m., E.S.T on the fifth (5th) anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioHiTech Global, Inc., a Delaware corporation (the “Company”), up to Fifty Thousand (50,000) shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as set forth below.
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • September 13th, 2022 • Renovare Environmental, Inc. • Services-educational services • New York
This SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), dated as of September 7, 2022, is by and among Renovare Environmental, Inc., a Delaware corporation with offices located at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, New York 10977 (the “Company”), and each of the investors listed on the Schedule of Purchasing Buyers attached hereto (individually, a “Purchasing Buyer” and collectively, the “Purchasing Buyers”) and Schedule of Exchange Buyers attached hereto (individually, an “Exchange Buyer” and collectively, the “Exchange Buyers”). Each Purchasing Buyer and Exchange Buyer are individually referred to herein as a “Buyer” and collectively, the “Buyers”.
SECURITIES EXCHANGE AND NOTE PURCHASE AGREEMENTSecurities Exchange and Note Purchase Agreement • February 6th, 2018 • Biohitech Global, Inc. • Services-educational services • New York
This Debt Exchange Agreement and Release (this “Agreement”) is made and entered into as of __, 2018 (the “Effective Date”), by and among BioHiTech Global, Inc., a Delaware corporation (“BHTG”), BioHiTech America LLC, a Delaware limited liability company (“BHTA”) wholly owned by BHTG (BHTG and BHTA collectively and individually referred to as the “Company”) and Frank E. Celli (the “Creditor”).
