STRATEGIC CAPITAL INVESTORS, LLC PARTICIPATING DEALER AGREEMENT TerraCycle US Inc. Shares of Class A (Non-Voting) Preferred StockParticipating Dealer Agreement • November 16th, 2017 • TerraCycle US Inc. • Refuse systems • Virginia
The undersigned, Strategic Capital Investors, LLC, a Michigan limited liability company (the "Placement Agent"), has entered into Exclusive Placement Agency Agreements dated August 14, 2017 with TerraCycle US Inc., a Delaware corporation (the "Company"), and JH Terra LLC, a stockholder of TerraCycle, Inc., the parent company of the Company, for the sale (the "Offering") of up to 250,000 shares of Class A (Non-Voting) Preferred Stock (the "Shares") of the Company, pursuant to which the Placement Agent has agreed to use its best efforts, together with a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural), to solicit offers for the purchase of the Shares. The Placement Agency Agreements are attached hereto as Exhibit A (together, the “Placement Agency Agreement”). The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-10734 (together with all amendments thereto, the "Offering Statement") with the Securities and Exchange Comm
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 16th, 2017 • TerraCycle US Inc. • Refuse systems • Delaware
This Asset Purchase Agreement (the “Agreement”), dated as of October 9, 2017, is entered into by and among: TerraCycle US Inc. a Delaware corporation with its principal place of business at 121 New York Avenue, Trenton, NJ 08638 ( “Parent”), TerraCycle Regulated Waste, LLC, a Delaware limited liability company, with its principal place of business at 121 New York Avenue, Trenton, NJ 08638 (“Purchaser”), Scott Beierwaltes, a North Carolina resident (the “Seller Principal”), and Air Cycle Corporation, an Illinois corporation (“Seller”) with its principal place of business located at 2200 Ogden Avenue, Suite 100, Lisle, IL 60532. Certain capitalized terms used in this Agreement are defined in Exhibit A. Parent and Purchaser are jointly and severally liable with respect to any and all covenants, representations, warranties, obligations or duties of the Purchaser set forth herein and any other reference to the Purchaser herein for which liability can be attached.
