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”).
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
AMENDED AND RESTATED TERM LOAN NOTEMeridian Waste Solutions, Inc. • April 24th, 2018 • Sanitary services
Companies also jointly and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Companies, MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“Holdings”), certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Administrative Agent, Collateral Agent and Lead Arranger.
RESIGNATION AND EXECUTIVE EMPLOYMENT AGREEMENT TERMINATION AGREEMENTResignation and Executive Employment Agreement Termination Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New Jersey
This RESIGNATION AND EXECUTIVE EMPLOYMENT AGREEMENT TERMINATION AGREEMENT (the “Agreement”) is made and entered into as of April 20, 2018 (the “Effective Date”), by and among Meridian Waste Solutions, Inc., a New York corporation (the “Company”), Walter H. Hall, Jr., an individual (the “Executive” and, together with the Company, the “Parties” and each, a “Party”) and solely with respect to Section 3(g)(ii) hereof, Jeffrey S. Cosman (“Cosman”).
AMENDMENT #1 TO EQUITY SECURITIES PURCHASE AGREEMENTEquity Securities Purchase Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • Delaware
THIS AMENDMENT #1 TO EQUITY SECURITIES PURCHASE AGREEMENT (this “Amendment”) made as of March 30, 2018, by and among Meridian Waste Operations, Inc., a New York corporation (the “Seller”), Meridian Waste Solutions, Inc., a New York corporation (“Meridian” and, together with the Seller, the “Seller Parties” and each, a “Seller Party”), Meridian Waste Acquisitions, LLC, a Delaware limited liability company (the “Buyer”) and Jeffrey S. Cosman (“Cosman”), amends that certain Equity Securities Purchase Agreement, dated as of February 20, 2018, by and among the Seller, Meridian, the Buyer and solely for purposes of Sections 6.4, 6.7 and 11.18 therein, Cosman (the “Agreement”). All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Asset Purchase Agreement.
AMENDMENT #2 TO EQUITY SECURITIES PURCHASE AGREEMENTEquity Securities Purchase Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • Delaware
THIS AMENDMENT #2 TO EQUITY SECURITIES PURCHASE AGREEMENT (this “Amendment”) made as of April 20, 2018, by and among Meridian Waste Operations, Inc., a New York corporation (the “Seller”), Meridian Waste Solutions, Inc., a New York corporation (“Meridian” and, together with the Seller, the “Seller Parties” and each, a “Seller Party”), Meridian Waste Acquisitions, LLC, a Delaware limited liability company (the “Buyer”) and Jeffrey S. Cosman (“Cosman”), amends that certain Equity Securities Purchase Agreement, dated as of February 20, 2018, by and among the Seller, Meridian, the Buyer and solely for purposes of Sections 6.4, 6.7 and 11.18 therein, Cosman (as amended, the “Agreement”). All capitalized terms used herein and not otherwise defined herein are used herein as defined in the Agreement.
