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”).
FORM OF COMMON STOCK PURCHASE WARRANT ATTIS INDUSTRIES INC.Attis Industries Inc. • September 4th, 2018 • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2018, by and among Attis Industries Inc., a New York corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and permitted assigns, the “Purchaser”).
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of August 29, 2018, by and between Attis Industries Inc., a New York corporation (the “Company”), and Goldman Sachs & Co. LLC, a New York limited liability company (the “Purchaser”).
FORM OF 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE AUGUST 29, 2019Permitted Indebtedness and Liens • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of ATTIS INDUSTRIES INC., a New York corporation (the “Company”), having its principal place of business at 12540 Broadwell Road, Suite 2104, Milton, Georgia 30004, designated as its 8% Senior Secured Convertible Promissory Note due August 29, 2019 (this “Note”, and collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTRegistration Rights Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2018, by and among Attis Industries Inc., a New York corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser,” or in the aggregate, the “Purchasers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of August 29, 2018, by Attis Industries Inc., a New York corporation (the “Grantor”), in favor of MEF I, L.P., a Delaware limited partnership, FirstFire Global Opportunities Fund LLC, a Delaware limited liability company, Hudson Bay Master Fund Ltd., an entity formed in the Cayman Islands and Anson Investments Master Fund LP, an entity formed in the Cayman Islands as secured lenders (collectively, the “Secured Lenders”).
PAYOFF LETTER August 29, 2018Payoff Letter • September 4th, 2018 • Attis Industries Inc. • Sanitary services
Re: Second Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meanings assigned thereto in the Credit Agreement), by and among ATTIS OPERATIONS INC. (formerly known as 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 liabil
SECURITY AGREEMENTSecurity Agreement • September 4th, 2018 • Attis Industries Inc. • Sanitary services • New York
This SECURITY AGREEMENT, dated as of August 29, 2018 (this “Agreement”), is entered into by and among Attis Industries Inc., a New York corporation (the “Company”), each subsidiary of the Company that is a signatory hereto either now joined or joined in the future (each subsidiary, a “Guarantor”, and collectively with the Company, the “Debtors”, with each being a “Debtor”) and the holders of the Company’s 8% Senior Secured Convertible Promissory Notes in the principal amount of $5,439,000.00 (the “Notes”) and the Company’s Warrants to Purchase Common Stock (the “Warrants”), as signatories hereto, their endorsees, transferees and assigns (the “Secured Lenders”, with each being a “Secured Lender”), and MEF I, L.P., a Delaware limited partnership and a Secured Lender, is the collateral agent for all of the Secured Lender and Secured Parties (as defined below).
Ladies and Gentlemen: We refer to that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Attis Industries Inc. (the “Company”) and Goldman Sachs Specialty Lending Holdings, Inc....Attis Industries Inc. • September 4th, 2018 • Sanitary services
This letter confirms that effective as of Purchaser’s purchase of the Shares, Holder shall be entitled to the following contractual rights, in addition to any rights provided to Purchaser under the Purchase Agreement or any other Transaction Documents:
