Deep Green Waste & Recycling, Inc. Sample Contracts

Standard Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 14th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Delaware

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 2, 2021, by and between DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation, with headquarters located at 13110 NE 177th Place, Suite 293, Woodinville, WA 98072 (the “Company”), and LABRYS FUND, LP, a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • New York

Registration Rights Agreement (the “Agreement”), dated as of June 4, 2021 by and between Deep Green Waste & Recycling, Inc., a corporation organized under the laws of Wyoming (the “Company”), and GPL Ventures LLC, a Delaware limited liability company (the “Investor”).

COMMON STOCK PURCHASE WARRANT DEEP GREEN WASTE & RECYCLING, INC.
Security Agreement • October 21st, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of that certain secured convertible promissory note dated October 14, 2021, in the original principal amount of $666,667 issued by the Company (as defined below) to the Lender (as defined below) (the “Note”), Quick Capital, LLC, a Wyoming limited liability company (the “Lender” and including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period, to purchase from DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation (the “Company”), up to 66,666,667 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect. The number of Warrant Shares for which this Warrant may be exercised is subject to adjustment in accordance with the terms hereof. This Warrant is issued by the

CONVERTIBLE NOTE DUE JUNE 9, 2021
Convertible Security Agreement • May 26th, 2022 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Washington

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Deep Green Waste & Recycling, Inc., a Wyoming corporation, (the “Borrower”), due June 9, 2021 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2020, by and among Deep Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”), and the investor listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Wyoming

This Indemnification Agreement (this “Agreement”), dated as of January 9, 2020, is made by and between Deep Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”), and the undersigned, who is either a director or an officer (or both) of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first assumed either such capacity at the Company.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2020 between Deep Green Waste & Recycling, Inc., a Wyoming corporation and its predecessors (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT DEEP GREEN WASTE & RECYCLING, INC.
Security Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received Sylios Corp, or its registered assigns (the “Holder”), with an address at: 501 1st Avenue N., Suite 901, St. Petersburg, FL 33701, email: wa@sylios.com, fax: (727) 547-7350,, 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 the close of business on the fifth anniversary of the Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Deep Green Waste & Recycling, Inc., a Wyoming corporation (the “Company”), up to 262,500 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).

SECURITY AGREEMENT
Security Agreement • March 7th, 2022 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 28, 2022, is by and between DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation (the “Grantor”), and QUICK CAPITAL, LLC, a Wyoming limited liability company (the “Secured Party”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 7th, 2022 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2022, (the “Execution Date”), is entered into by and between DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation (the “Company”), and each “Buyer” set forth on the attached Issuance Schedule (each, a “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

CONSULTING AGREEMENT
Consulting Agreement • May 26th, 2022 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of this 10th day of May 2021, by and between Deep Green Waste & Recycling, Inc. a Wyoming corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Sylios Corp (the “Consultant”), a Florida corporation whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”). This Agreement is non-exclusive.

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Wyoming

THIS AGREEMENT (“Agreement”) is made and entered into this 4th day of December 2019 by and between Lloyd T. Spencer, a resident of Washington State (the “Executive”) and Deep Green Waste and Recycling, Inc. (the “Corporation”), a Wyoming corporation with its principal place of business in Fair Play, South Carolina. Collectively, the Corporation and the Executive are referred to herein as the “Parties” and sometimes individually as a “Party.”

ASSIGNMENT AGREEMENT
Assignment Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • New York

This Assignment Agreement (the “Agreement”), dated as of March 6, 2020, is being entered into among Sylios Corp (the “Assignor”) and Armada Capital Partners, LLC (the “Assignee”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Georgia

This SHARE PURCHASE AGREEMENT (the “Agreement”) made and entered into this ______day of June, 2017, by and between, GORDON BOORSE, an Oregon resident with an address of ___________________________________(“Seller”), and DEEP GREEN WASTE & RECYCLING, LLC, a Georgia limited liability company with an address of 3225 Shallowford Rd, NE, Suite 1020, Marietta, GA 30062 (“Purchaser”).

Deep Green Waste & Recycling, Inc. Board of Directors Services Agreement
Board of Directors Services Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Wyoming

This Board of Directors Services Agreement (the “Agreement”), dated January 9, 2020, is entered into between Deep Green Waste & Recycling, Inc., a Wyoming corporation (“the Company), and Lloyd T. Spencer, an individual with a principal place of residence in Woodinville, Washington (“Director”).

ACKNOWLEDGEMENT
Assignment Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management

Deep Green Waste and Recycling, Inc. a Wyoming corporation (the “Company”), acknowledges the foregoing Assignment Agreement dated March 6, 2020 (the “Agreement”), between Armada Capital Partners, LLC (the “Assignee”) and Sylios Corp (as “Assignor”). Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

AMENDMENT TO DEEP GREEN WASTE & RECYCLING, LLC EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management

THIS AMENDMENT, dated as of the 20th day of July, 2017, is made to the Deep Green Waste & Recycling, LLC Employment Agreement dated the 1st of January, 2016 (“the Agreement”) by and between Deep Green Waste & Recycling LLC, a Georgia Limited Liability Company (“Deep Green”), and Bill Edmonds (the “Executive”).

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Georgia

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of August 24, 2017, by Critic Clothing, Inc., a Wyoming corporation (“Assignor”), and Saint James Capital Management, LLC (“Assignee”).

AMENDMENT TO DEEP GREEN WASTE & RECYCLING, LLC EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2020 • Deep Green Waste & Recycling, Inc. • Hazardous waste management

THIS AMENDMENT, dated as of the 20th day of July, 2017, is made to the Deep Green Waste & Recycling, LLC Employment Agreement dated the 1st of January, 2016 (“the Agreement”) by and between Deep Green Waste & Recycling LLC, a Georgia Limited Liability Company (“Deep Green”), and David A. Bradford (the “Executive”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • May 7th, 2018 • Deep Green Waste & Recycling, Inc. • Men's & boys' furnishgs, work clothg, & allied garments • Georgia

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME.

PROMISSORY NOTE
Promissory Note • October 21st, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Tennessee
RELEASE AND SETTLEMENT AGREEMENT
Release and Settlement Agreement • September 21st, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Oregon

This Release and Settlement Agreement (the “Agreement”) is made effective on the 10th day of September, 2021, by and between DEEP GREEN WASTE AND RECYCLING, INC., a Wyoming corporation with an address of 13110 NE 177th Place, #293, Woodinville, WA 98072 (“Deep Green”); and Gordon Boorse, an Oregon individual with an address of 2415 Bellevue Terrace, West Linn, OR 97068 (“Boorse” ).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 22nd, 2024 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Georgia

THIS PURCHASE AND SALE AGREEMENT (herein referred to as the “Agreement”), is made and entered into effective as of the 19th day of February, 2024, (hereinafter “Effective Date”) between DG Research Inc, dba AMWASTE (“DGRI”), a Georgia corporation and DEEP GREEN WASTE & RECYCLING, INC., a Wyoming Corporation (together, “Deep Green”), and Tyler’s Couch, LLC, a South Carolina limited liability company (“Tyler’s”) (collectively, the “Sellers”), and AMWASTE OF GEORGIA, LLC, a Georgia limited liability company, (“Buyer”). Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 16th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Washington

This Stock Purchase Agreement (this “Agreement”) is made as of this ___ day of June, 2021, among Deep Green Waste & Recycling, Inc., a Wyoming corporation (“Buyer”), Jeremy Lyell (the “Shareholder”), and Lyell Environmental Services, Inc., a Tennessee corporation (the “Company”).

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • June 8th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management

This Amendment (the “Amendment”) dated and effective on June 4, 2021 is by and between DEEP GREEN WASTE & RECYCLING, INC., a Wyoming corporation, whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Sylios Corp (the “Consultant”), a Florida corporation whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”).

PROMISSORY NOTE
Promissory Note • February 16th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Georgia

Borrower: Deep Green Waste & Recycling (DGWR) and DG Research, Inc. (a wholly owned subsidiary of DGWR), of 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Borrower”)

Deep Green Waste & Recycling, Inc. and Amwaste, Inc. ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 16th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • Georgia

This ASSET PURCHASE AGREEMENT (“Agreement”) is made as of February 8, 2021 by and between Amwaste, Inc., a Georgia corporation (“Seller”) and DG Research, Inc., a Washington corporation (“Buyer”).

Re: Finder’s Fee Agreement
Finder’s Fee Agreement • June 17th, 2021 • Deep Green Waste & Recycling, Inc. • Hazardous waste management • New York

As you know, Deep Green Waste & Recycling, Inc. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital for various purposes. This letter agreement (“Agreement”) sets forth the terms and conditions upon which J.H. Darbie & Co., Inc. (“Darbie”), will introduce the Issuer to third-party investors (each, an “Introduced Party”).

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