FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2017 • TerraCycle US Inc. • New York
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. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
EXCLUSIVE PLACEMENT AGENCY AGREEMENTExclusive Placement Agency Agreement • August 29th, 2017 • TerraCycle US Inc. • New York
This Placement Agency Agreement (this “Agreement”) is made as of August 14, 2017, between JH Terra LLC, a ___________ limited liability company (the “Company”) and Strategic Capital Investments LLC (the “Placement Agent”) and C2M Securities LLC and division of Strategic Capital Investments LLC. The Placement Agent and the Company agree:
EXCLUSIVE PLACEMENT AGENCY AGREEMENTExclusive Placement Agency Agreement • August 29th, 2017 • TerraCycle US Inc. • New York
This Placement Agency Agreement (this “Agreement”) is made as of August 14, 2017, between TerraCycle US Inc., a Delaware corporation (the “Company”) Strategic Capital Investments, LLC (the “Placement Agent”) and C2M Securities, LLC a division of Strategic Capital Investments, LLC. The Placement Agent and the Company agree:
FORM OF ESCROW AGREEMENTEscrow Agreement • August 29th, 2017 • TerraCycle US Inc. • New York
This Escrow Agreement (the “Agreement”) is made and entered into as of August __ 2017 (the “Effective Date”), by and among Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”), TerraCycle US Inc., a Delaware Corporation, (the “Company”) and Strategic Capital Investments, LLC, a Michigan limited liability company (the “Placement Agent”).
Rental Agreement Between TerraCycle, Inc. and TerraCycle US, LLCRental Agreement • August 29th, 2017 • TerraCycle US Inc.
This Rental Agreement (this “Agreement”) between TerraCycle US, LLC, a Delaware Limited Liability Company (“Landlord”) owner of and doing business at 21 Hillside Avenue, Trenton, NJ, USA (the “Premises”), and TerraCycle TerraCycle, Inc. a Delaware Corporation (“Tenant”) doing business at 121 New York Avenue, Trenton, NJ USA is entered into as of April 16, 2014.
OPERATIONAL SUPPORT SERVICES (US) AGREEMENTOperational Support Services Agreement • August 29th, 2017 • TerraCycle US Inc. • New Jersey
THIS OPERATIONAL SUPPORT SERVICES (US) AGREEMENT shall be effective as of the fifteenth day of August, 2017, by and among, TerraCycle, Inc., a Delaware corporation headquartered in New Jersey ("TerraCycle"), the SERVICE PROVIDER AFFILIATES ("PROVIDERS"), identified at Attachment I, and the SERVICE RECIPIENT AFFILIATES ("RECIPIENTS"), also identified at Attachment I, and hereby made a party to this Agreement, (collectively, the "Parties" and each individually a "Party").
