ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • January 31st, 2006 • General Devices Inc • Non-operating establishments • Delaware
EXHIBIT 99.3Securities Purchase Agreement • August 14th, 2006 • General Devices Inc • Hazardous waste management • New York
COMMON STOCK PURCHASE WARRANT ADUROMED INDUSTRIES, INC.Security Agreement • July 2nd, 2007 • Aduromed Industries, Inc. • Hazardous waste management
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________ (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 the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aduromed Industries, Inc., a Delaware corporation (the “Company”), up to ______ shares (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).
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • August 14th, 2006 • General Devices Inc • Hazardous waste management • Delaware
RECITALSStock Option Agreement • August 14th, 2006 • General Devices Inc • Hazardous waste management • New York
EXHIBIT 10.1Master Agreement • November 14th, 2006 • General Devices Inc • Hazardous waste management • Pennsylvania
EXHIBIT 99.5Stockholders Agreement • August 14th, 2006 • General Devices Inc • Hazardous waste management • New York
EXHIBIT 2.Merger Agreement • January 31st, 2006 • General Devices Inc • Non-operating establishments • Delaware
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated February...Joint Filing Agreement • February 15th, 2007 • Aduromed Industries, Inc. • Hazardous waste management
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated February 7, 2007 (including amendments thereto) with respect to the Common Stock of Aduromed Industries, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
EXHIBIT 4.Registration Rights Agreement • January 31st, 2006 • General Devices Inc • Non-operating establishments • New York
Exhibit 4.1 FORM OF SERIES A WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON...Warrant Agreement • March 24th, 2006 • General Devices Inc • Misc industrial & commercial machinery & equipment
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2010 • MedClean Technologies, Inc. • Hazardous waste management • New York
This Amended and Restated Registration Rights Agreement (“Agreement”), dated August 5, 2010, is made by and between MEDCLEAN TECHNOLOGIES, INC., a DELAWARE corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP., a Delaware limited partnership (the “Investor”).
Exhibit 10.2Representative Agreement • November 14th, 2006 • General Devices Inc • Hazardous waste management
AMENDED AND RESTATED EQUITY CREDIT AGREEMENT BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND SOUTHRIDGE PARTNERS II, LP Dated August 5, 2010Equity Credit Agreement • August 6th, 2010 • MedClean Technologies, Inc. • Hazardous waste management • Connecticut
THIS AMENDED AND RESTATED EQUITY CREDIT AGREEMENT entered into as of the 5th day of August, 2010 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and MEDCLEAN TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “COMPANY”).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 23rd, 2010 • MedClean Technologies, Inc. • Hazardous waste management • New York
COMMON STOCK PURCHASE WARRANT ADUROMED INDUSTRIES, INC.Security Agreement • August 8th, 2008 • Aduromed Industries, Inc. • Hazardous waste management • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ (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 the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aduromed Industries, Inc., a Delaware corporation (the “Company”), up to ______________ (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).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • December 4th, 2009 • MedClean Technologies, Inc. • Hazardous waste management • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of December 4, 2009 (“Effective Date”), by and among MedClean Technologies, Inc., a Delaware corporation (“Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).
MASTER RESTRUCTURING AGREEMENTMaster Restructuring Agreement • August 6th, 2010 • MedClean Technologies, Inc. • Hazardous waste management • New York
This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).
EXHIBIT 3.Securities Purchase Agreement • January 31st, 2006 • General Devices Inc • Non-operating establishments • New York
ADUROMED INDUSTRIES, INC. STOCK OPTION AGREEMENT WITH SCOTT GRISANTIStock Option Agreement • September 4th, 2008 • Aduromed Industries, Inc. • Hazardous waste management • New York
This Non-Statutory Option Agreement (the "Agreement") is made and entered into as of August 4, 2008 by and among ADUROMED INDUSTRIES, INC., a Delaware Corporation with a principal of business at 3 Trowbridge Drive, Bethel, Connecticut 06801, of the one part (hereinafter referred to as “AII” or the “Corporation”), and Scott Grisanti, of the other part(the "Optionee").
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2008 • Aduromed Industries, Inc. • Hazardous waste management • New York
THIS AGREEMENT (the "Agreement") is made as of the 2nd day of September, 2008 between Aduromed Industries, Inc., a Delaware corporation (“ADRM"), Aduromed Corporation, a Delaware corporation (“Aduromed", and together with ADRM, the “Companies”) and Damien Tanaka (the "Executive" or "Employee"), an individual residing at 21 Ridgewood Drive, Redding, CT 06896.
EXHIBIT 10.3 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT (the "Agreement") is made as of the 23rd day of September, 2005 between Aduromed Corporation, a Delaware corporation (the "Company"), and Damien R. Tanaka (the "Executive" or...Employment Agreement • April 21st, 2006 • General Devices Inc • Hazardous waste management • New York
DIRECTOR AGREEMENTDirector Agreement • May 20th, 2011 • MedClean Technologies, Inc. • Hazardous waste management • Delaware
This DIRECTOR AGREEMENT is made as of this 19th day of May, 2011 (the “Agreement”) by and between MedClean Technologies, Inc., a Delaware corporation (the “Company”), and Robert Hockett, an individual with an address at 497 Smoak Road, Griffin, Georgia 30223 (the “Director”).
MANAGEMENT AGREEMENTManagement Agreement • September 10th, 2013 • MedClean Technologies, Inc. • Hazardous waste management • Colorado
THIS MANAGEMENT AGREEMENT (“Agreement”) is entered into on this 3 day of September, 2013, by and between Biomedical Technology Solutions Holdings, Inc., a Colorado corporation (“BMTS”). and MedClean Technologies, Inc., a Delaware corporation (“MedClean”).
FORM OF FIRST CLOSING WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK...Warrant Agreement • April 21st, 2006 • General Devices Inc • Hazardous waste management
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 2nd, 2007 • Aduromed Industries, Inc. • Hazardous waste management • New York
SUBSIDIARY GUARANTEE, dated as of June 27, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the holders (the “Holders”) of those certain 12% Secured Promissory Notes (the “Notes”) made by Aduromed Industries, Inc. (the “Company”).
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 23rd day of January, 2006 between General Devices, Inc. a Delaware corporation (the "Company"), and Damien R. Tanaka (the "Executive"), an individual residing at 21...Employment Agreement • March 24th, 2006 • General Devices Inc • Misc industrial & commercial machinery & equipment • New York
CONSULTING AGREEMENT Between E4 LLC / Joseph Esposito & Aduromed CorporationConsulting Agreement • August 8th, 2008 • Aduromed Industries, Inc. • Hazardous waste management • New York
THIS IS AN AGREEMENT, effective August 4, 2008 between E4 LLC, a Florida based company (hereinafter called “Consultant”), and Aduromed Industries, Inc. and Aduromed Corporation, both having an address at 3 Trowbridge Drive, Bethel, Connecticut 06801 (hereinafter collectively called “Customer”). Upon execution by the parties, this agreement replaces and supersedes the consulting agreement dated and signed on August 23, 2007 that is currently in place between E4 LLC and Aduromed Corporation.
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • May 5th, 2009 • MedClean Technologies, Inc. • Hazardous waste management
THIS EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation, the “Company“) and Scott Grisanti (the "Executive" or "Employee"), an individual residing at 1554 Anderson Ave Unit E, Fort Lee, NJ 07024-2716.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC. DATED AS OF SEPTEMBER 3, 2013 Exhibit List AGREEMENT AND PLAN OF MERGERMerger Agreement • September 10th, 2013 • MedClean Technologies, Inc. • Hazardous waste management • Colorado
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this ____ day of August, 2013, by and among MEDCLEAN TECHNOLOGIES, INC., a Delaware corporation (“MedClean”). and BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC., a Colorado corporation (“BMTS”). MedClean and BMTS are hereinafter sometimes individually referred to as a “party” and collectively as the “parties”.
CONSULTING AGREEMENT AMENDMENTConsulting Agreement • May 5th, 2009 • MedClean Technologies, Inc. • Hazardous waste management
THIS CONSULTING AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation, the “Company“) and E4 LLC, a Florida based company (the "Consultant").
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the 23rd day of January, 2006 between General Devices, Inc. a Delaware corporation (the "Company"), and Kevin T. Dunphy (the "Executive"), an individual residing at 2...Employment Agreement • March 24th, 2006 • General Devices Inc • Misc industrial & commercial machinery & equipment • New York
AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 2009Preferred Stock Purchase Agreement • April 23rd, 2010 • MedClean Technologies, Inc. • Hazardous waste management • New York
THIS AMENDMENT (this “Amendment”), dated as of this 22nd day of April, 2010, is made by and between MedClean Technologies, Inc., a Delaware corporation (the “Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).
LEASEReal Estate Lease • November 9th, 2006 • General Devices Inc • Hazardous waste management
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2007 • Aduromed Industries, Inc. • Hazardous waste management • New York
LOAN AND SECURITY AGREEMENT, dated as of June 27, 2007 (this “Agreement”), by and among Aduromed Industries, Inc., a Delaware corporation (the “Company”) and all of the subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 12% Secured Promissory Notes due December 27, 2007 in the original aggregate principal amount of $1,275,000 (the “Notes”) that are signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Parties” and each, a “Secured Party”).
