ARTICLE I THE LOANLoan and Security Agreement • April 15th, 2005 • Brooklyn Cheesecake & Desert Com • Bakery products
Exhibit 10.35 EMPLOYMENT AGREEMENT AGREEMENT dated as of the 1st day of January 2005, between Brooklyn Cheesecake & Desserts Company, Inc., a New York corporation, with an office at 20 Passaic Avenue, Fairfield, New Jersey 07004 (the "Company"), and...Employment Agreement • April 15th, 2005 • Brooklyn Cheesecake & Desert Com • Bakery products • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2018, between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 29th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York
The undersigned, Meridian Waste Solutions, Inc., a corporation formed under the laws of the State of New York (collectively, with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Meridian Waste Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC and Joseph Gunnar & Co., LLC (hereinafter collectively referred to as “you” (including their correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 4th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services
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 March 13, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meridian Waste Solutions, Inc., a New York 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2018, between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REPRESENTATIVE’S WARRANT TO PURCHASE COMMON STOCK MERIDIAN WASTE SOLUTIONS, INC.Warrant Agreement • June 29th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services
THIS WARRANT TO PURCHASE COMMON STOCK (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 “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (the “Company”), up to shares of Common Stock, par value $0.025 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
Exhibit 10.01 MODIFICATION AGREEMENT MODIFICATION AGREEMENT made as of the 30th day of November 2005 to the Secured Promissory Note dated as of September 1, 2004, and amended as of November 30, 2004, as of April 30, 2005 as of May 20, 2005, as of June...Modification Agreement • December 7th, 2005 • Brooklyn Cheesecake & Desert Com • Bakery products • New York
Exhibit 10.27 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT is made as of this 10th day of March, 1998, between Creative Bakeries, Inc., a New York corporation ("Purchaser") and Yona Abrahami ("Seller"). All capitalized terms not defined herein shall...Amendment Agreement • March 29th, 2002 • Creative Bakeries Inc • Bakery products • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October__, 2017, is by and among Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
Exhibit 10.02 AMENDED SECURED PROMISSORY NOTE (the "Note") Dated to be Effective as of September 1, 2004 Principal Amount: $317,000 A. TERMS OF LOAN FOR VALUE RECEIVED, BROOKLYN CHEESECAKE & DESSERTS COMPANY, INC. formerly know as CREATIVE BAKERIES,...Secured Promissory Note • May 5th, 2005 • Brooklyn Cheesecake & Desert Com • Bakery products • New York
EMPLOYMENT AGREEMENT AGREEMENT, dated as of January 23rd, 1997 between WILLIAM GREENBERG JR. DESSERTS AND CAFES, Inc., a New York corporation, (the "Company"), and PHILIP GRABOW (the "Employee"): W I T N E S S E T H WHEREAS, the parties wish to make...Employment Agreement • April 18th, 1997 • William Greenberg Jr Desserts & Cafes Inc • Bakery products • New York
MERIDIAN WASTE SOLUTIONS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This Director and Officer Indemnification Agreement, dated as of November _____, 2016 (the “Agreement”), is made by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and ____________________ (the “Indemnitee”).
COMMON STOCK PURCHASE WARRANT MERIDIAN WASTE SOLUTIONS, INC.Common Stock Purchase Warrant • June 29th, 2017 • Meridian Waste Solutions, Inc. • Sanitary 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 the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meridian Waste Solutions, Inc., a New York 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).
Exhibit 10.25 SUB-LEASE AGREEMENT Agreement of sublease made as of this 4th day of December 1995, between GAB Robins North America, Inc., a Corporation having its principal office at 9 Campus Drive, Suite 7, P.O. Box 316 Parsippany, N.J., party of the...Sub-Lease Agreement • May 28th, 1997 • William Greenberg Jr Desserts & Cafes Inc • Bakery products • New Jersey
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 18th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2016 (the “Issuance Date”) between Meridian Waste Solutions, Inc., a company incorporated under the laws of the State of New York (the “Company”), and Issuer Direct Corporation (the “Warrant Agent”).
DIRECTOR AGREEMENTDirector Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New Jersey
This DIRECTOR AGREEMENT is made as of November [●], 2016 (the “Agreement”), by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and [●], an individual with an address of [●] (the “Director”).
MERIDIAN WASTE SOLUTIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON- EMPLOYEENon-Qualified Stock Option Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 1st day of November, 2016 by and between Meridian Waste Solutions, Inc. (the “Company”) and [●] (the “Optionee”).
ContractMembership Interest Purchase Agreement • May 1st, 2017 • Meridian Waste Solutions, Inc. • Sanitary services
On February 15, 2017, Meridian Waste Solutions, Inc. and subsidiaries (the “Company”) completed its acquisition of The CFS Group, LLC, The CFS Group Disposal & Recycling Services, LLC and RWG5, LLC (collectively, “the CFS Group”). Pursuant to the Membership Interest Purchase Agreement (“Membership Interest Purchase Agreement”), the Company acquired 100% of the membership interests of the CFS Group in exchange for the following:
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of April 20, 2018 amongCredit and Guaranty Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 20, 2018, is entered into by and among MERIDIAN WASTE OPERATIONS, INC., a New York corporation (“Operations”), MOBILE SCIENCE TECHNOLOGIES, INC., a Georgia corporation (“Mobile”), ATTIS HEALTHCARE, LLC, a South Carolina limited liability company (“Healthcare”), INTEGRITY LAB SOLUTIONS, LLC, an Oklahoma limited liability company (“Integrity”), RED X MEDICAL LLC, a Georgia limited liability company (“Red X”), WELNESS BENEFITS, LLC, an Oklahoma limited liability company (“Welness”), LGMG, LLC, an Oklahoma limited liability company (“LGMG”), ATTIS INNOVATIONS, LLC, a Georgia limited liability company (“Innovations”), and ADVANCED LIGNIN BIOCOMPOSITES LLC, a Minnesota limited liability company (“Advanced Lignin”), ATTIS ENVICARE MEDICAL WASTE, LLC, a Georgia limited liability company (“Envicare”), ATTIS GENETICS, LLC, a Georgia limited liability company (“Genetics”), ATTIS FEDERAL LABS, LLC, an Oklahoma limite
PLEDGE AND SECURITY AGREEMENT dated as of April 20, 2018 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Collateral AgentPledge and Security Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 20, 2018 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
MERIDIAN WASTE SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 16th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and the employee of the Company named in Section 1(b). (“Optionee”):
FORM OF COMMON STOCK PURCHASE WARRANT ATTIS INDUSTRIES INC.Security Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary 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 on or after the date Shareholder Approval is effective (the “Initial Exercise Date”) and on or prior to 11:59 P.M. New York Time on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Attis Industries Inc., a New York corporation (the “Company”), up to [●] shares (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).
Exhibit 10.27 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT is made as of this 10th day of March, 1998, between Creative Bakeries, Inc., a New York corporation ("Purchaser") and Yona Abrahami ("Seller"). All capitalized terms not defined herein shall...Amendment Agreement • March 31st, 2003 • Creative Bakeries Inc • Bakery products • New York
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 21st, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New Jersey
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of August 15, 2017, by and between MERIDIAN WASTE SOLUTIONS, INC., a New York corporation, with offices at One Glenlake Parkway NE, Atlanta, GA 30328 (hereinafter called the “Company”), and Walter H. Hall, Jr., an individual (hereinafter called the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 24th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 3, 2017, is entered into between Meridian Waste Solutions, Inc., a New York corporation (“Company” or “Employer”), a corporation, and Chris Diaz (“Employee”), an individual.
MERIDIAN WASTE SOLUTIONS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 16th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of __________, 20__ (the “Effective Date”) by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), having an address at 12540 Broadwell Road, Suite 2104, Milton, GA 30004 and __________________ (“Grantee”), having an address at _________________________________________.
SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and between SUNOCO RETAIL LLC, as Seller and ATTIS ETHANOL FULTON, LLC, as Purchaser dated as of May 31, 2019Asset Purchase Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals • New York
SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2019 (the “Signing Date”), by and between Sunoco Retail LLC, a Pennsylvania limited liability company (“Seller”), and Attis Ethanol Fulton, LLC, a Georgia limited liability company (“Purchaser”).
mEMbership Interest Purchase AgreementMembership Interest Purchase Agreement • January 23rd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • Georgia
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 17, 2018 (the “Effective Date”), by and among Mobile Science Technologies, Inc., a Georgia corporation (“Buyer”), Meridian Waste Solutions, Inc., a New York corporation (“Parent”); Jefferson Patrick Locke (“Locke”) and Jonathan Moore Lewis (“Lewis”) (collectively the “Sellers” and each individually sometimes a “Seller”). Buyer and the Sellers are referred to collectively herein as the “Parties” and each a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • Georgia
This Employment Agreement (the “Agreement”) is made and entered into as of March 11, 2016, and is deemed effective as of January 1, 2016, by and between Meridian Waste Solutions, Inc. (the “Company”), a Corporation organized and existing under the laws of the State of New York (the “Company”), and Jeffrey S. Cosman (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2017, between Meridian Waste Solutions, Inc., a New York 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 • September 4th, 2018 • Attis Industries Inc. • Sanitary services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 29, 2018, by and among Attis Industries Inc., a New York corporation (the “Company”), and the Holders signatory hereto (the “Holders”).
AMENDED AND RESTATED WARRANT CANCELLATION AND STOCK ISSUANCE AGREEMENTWarrant Cancellation and Stock Issuance Agreement • January 11th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York
This AMENDED AND RESTATED WARRANT CANCELLATION AND STOCK ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2017, by and between Goldman, Sachs & Co. (“GS”), and Meridian Waste Solutions, Inc., a New York corporation (the “Meridian”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 10th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of January 5, 2018 by and among HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“HTS MWD”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“HTS GWD”), MERIDIAN WASTE OPERATIONS, INC., a New York corporation (“Operations”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“MLC”), CHRISTIAN DISPOSAL, LLC, a Missouri limited liability company (“Christian Disposal”), FWCD, LLC, a Missouri limited liability company (“FWCD”), THE CFS GROUP, LLC, a Virginia limited liability company (“CFS”), THE CFS GROUP DISPOSAL & RECYCLING SERVICES, LLC, a Virginia limited liability company (“CFS Disposal”), RWG5, LLC, a Virginia limited liability company (“RWG5”), MERIDIAN WASTE MISSOURI, LLC, a Missouri limited liability company (“Meridian Missouri”), ATTIS INNOVATIONS, LLC (f/k/a Meridian Innovations, LLC),
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This SUBSIDIARY GUARANTEE, dated as of August 29, 2018 (this “Guarantee”), is 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 (together with their permitted assigns, the “Purchasers”) of the 8% Senior Secured Convertible Promissory Notes in the principal amount of $5,439,000.00 (the “Notes”) and the Warrants to Purchase Common Stock (the “Warrants”) of Attis Industries Inc., a New York corporation (the “Company”).
