SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and between SUNOCO RETAIL LLC, as Seller and ATTIS ETHANOL FULTON, LLC, as Purchaser dated as of May 31, 2019Asset Purchase Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals • New York
SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2019 (the “Signing Date”), by and between Sunoco Retail LLC, a Pennsylvania limited liability company (“Seller”), and Attis Ethanol Fulton, LLC, a Georgia limited liability company (“Purchaser”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals • Texas
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 31, 2019 (this “Assignment”), by and between Sunoco, LLC, a Delaware limited liability company (“Assignor”) and Attis Ethanol Fulton, LLC, a Georgia limited liability company (“Assignee”).
SUBORDINATION AGREEMENTSubordination Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals
THIS AGREEMENT is made as of May 29, 2019 by the County of Oswego Industrial Development Agency, a public benefit corporation of the State of New York with an address of 44 West Bridge Street, Oswego, New York 13216 (“Agency”) in favor of Highscore Capital LLC, with an address of 2233 Nostrand Avenue, 3rd Floor, Brooklyn, New York 11210 (“Lender”).
SECURED NOTESecured Note • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals • New York
THIS NOTE (this “Note”) is made and issued as of May 31, 2019 by Attis Ethanol Fulton, LLC, a Georgia limited liability company having an address at 12540 Broadwell Road, Suite 2104, Milton, Georgia 30004 (“Borrower”) to Highscore Capital LLC, a New York limited liability company ISAOA/ATIMA having an address at 2233 Nostrand Avenue, 3rd Floor, Brooklyn, New York 11210 (“Lender”). This Note is issued pursuant to, and in accordance with the terms and conditions of, the Loan and Security Agreement dated the date hereof among Borrower Lender and certain other parties named therein (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals • New York
This Loan and Security Agreement, dated as of May 31, 2019, is among Attis Ethanol Fulton, LLC, a Georgia limited liability company (“Borrower”), Attis Biofuels, LLC, a Georgia limited liability company (“Parent”), Attis Industries Inc., a New York corporation (“Attis”), Jeffrey S. Cosman (“Cosman”) and Highscore Capital LLC, a New York limited liability company (“Lender”).
COMMON STOCK PURCHASE WARRANT ATTIS INDUSTRIES INC.Security Agreement • June 5th, 2019 • Attis Industries Inc. • Industrial organic chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Highscore Capital LLC, a New York limited liability company (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 that is six months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Attis Industries Inc., a New York corporation (the “Company”), up to 550,000 shares (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).
