SECURITIES EXCHANGE AND NOTE PURCHASE AGREEMENTSecurities Exchange and Note Purchase Agreement • February 6th, 2018 • Biohitech Global, Inc. • Services-educational services • New York
This Debt Exchange Agreement and Release (this “Agreement”) is made and entered into as of __, 2018 (the “Effective Date”), by and among BioHiTech Global, Inc., a Delaware corporation (“BHTG”), BioHiTech America LLC, a Delaware limited liability company (“BHTA”) wholly owned by BHTG (BHTG and BHTA collectively and individually referred to as the “Company”) and Frank E. Celli (the “Creditor”).
JUNIOR PROMISSORY NOTEJunior Promissory Note • February 6th, 2018 • Biohitech Global, Inc. • Services-educational services • New York
FOR VALUE RECEIVED, BioHiTech Global, Inc., a Delaware corporation, having an address at 80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977 (“Borrower”) promises to pay to the order of Frank E. Celli, with an address at 27 Bradley Lane, Montvale, NJ 07645 (“Holder”), or his registered assigns, in lawful money of the United States of America the principal sum of One Million Forty Four Thousand Four Hundred Seventy Seven Dollars ($1,044,477), from the existing, outstanding indebtedness of the Borrower to the Holder set forth in that certain Fourth Amended and Restated Secured Promissory Note dated February 1, 2017, up to the amount of Four Million Five Hundred Dollars ($4,500,000) (the “Original Note”), or such lesser amount as shall equal the outstanding principal amount hereof (such amount, the Outstanding Principal Amount”), together with interest from the Issuance date of this Junior Secured Term Note (this “Note”) on the unpaid principal balance at a rate equal to ten and
NOTE PURCHASE AND SECURITY AGREEMENT DATED AS OF February 2, 2018 BY and AMONG MICHAELSON CAPITAL SPECIAL FINANCE FUND II, L.P., as Purchaser and BioHiTech Global, Inc., BHT FINANCIAL, LLC, BioHiTech America, LLC, BioHiTech Europe, PLC, AND NEW...Note Purchase and Security Agreement • February 6th, 2018 • Biohitech Global, Inc. • Services-educational services
This Note Purchase and Security Agreement is dated as of __, 2018 and agreed to by and among BioHiTech Global, Inc., a Delaware corporation (“BHT Global”), BHT Financial, LLC, a Delaware limited liability company (“BHT Financial”), BioHiTech America, LLC, a Delaware limited liability company, BioHiTech Europe, PLC, a United Kingdom private limited company, E.N.A. Renewables, LLC, a Delaware limited liability company, and New Windsor Resource Recovery, LLC, a Delaware limited liability company (together with BHT Global, collectively, jointly and severally referred to and obligated hereunder as, “Borrowers” and each a “Borrower”), any other Credit Party executing this Agreement, and MICHAELSON CAPITAL SPECIAL FINANCE FUND II, L.P., a Delaware limited partnership (“Purchaser”).
