CREDIT AND GUARANTY AGREEMENT dated as of December 22, 2015 among HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP., MERIDIAN LAND COMPANY, LLC, CHRISTIAN...Credit and Guaranty Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • New York
PLEDGE AND SECURITY AGREEMENT dated as of December 22, 2015 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Collateral AgentPledge and Security Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • New York
PAGE SECTION 1. DEFINITIONS; GRANT OF SECURITY 1 1.1 General Definitions 1 1.2 Definitions; Interpretation 8 SECTION 2. GRANT OF SECURITY 7 2.1 Grant of Security 8 2.2 Certain Limited Exclusions 9 SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE 9 3.1 Security for Obligations 9 3.2 Continuing Liability Under Collateral 9 SECTION 4. REPRESENTATIONS AND WARRANTIES AND COVENANTS 10 4.1 Generally. 10 4.2 Equipment and Inventory 13 4.3 Receivables 14 4.4 Investment Related Property 16 4.5 Material Contracts 24 4.6 Letter of Credit Rights 25 4.7 Intellectual Property 25 4.8 Commercial Tort Claims 28 SECTION 5. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS 29 5.1 Access; Right of Inspection 29 5.2 Further Assurances 29 5.3 Additional Grantors 30 SECTION 6. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT 30 6.1 Power of Attorney 30 6.2 No Duty on the Part of Collateral Agent or Secured Parties 31 SECTION 7. REMEDIES 33 7.1 Generally 33 7.2 Application of Procee
LEASE AGREEMENTLease Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • Missouri
THIS LEASE AGREEMENT (the "Lease") is made and entered into this 22nd day of December, 2015, by and between 4551 Commerce Holdings LLC, a Missouri limited liability company ("Landlord") and Christian Disposal LLC, a Missouri limited company ("Tenant").
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Amendment”) made and entered into as of the 18th day of December, 2015 among by and among: (i) Meridian Land Company, LLC, a Georgia limited liability company (“Buyer” or “Purchaser”) (ii) Eagle Ridge Landfill, LLC, an Ohio limited liability company (“Seller”) and, solely with respect to new Section 8.5 of the Agreement (as defined hereinbelow), (iii) Meridian Waste Solutions, Inc. a New York corporation and Buyer’s parent company (“Buyer Parent”), and (iv) WCA Waste Corporation, a Delaware corporation and Seller’s top-tier parent company (“WCA Waste”).
Meridian Waste Solutions, Inc. Purchase Warrant for Common Shares December 22, 2015Purchase Warrant for Common Shares • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • New York
WARRANT CANCELLATION AND STOCK ISSUANCE AGREEMENTWarrant Cancellation and Stock Issuance Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • Delaware
This WARRANT CANCELLATION AND STOCK ISSUANCE AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2015 (the “Effective Date”), by and among Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership (“Fund III”), Praesidian Capital Opportunity Fund III-A, LP, a Delaware limited partnership (“Fund III-A”, together with Fund III, the “Praesidian Funds”), and Meridian Waste Solutions, Inc., a New York corporation (f.k.a., Brooklyn Cheesecake & Desserts Company, Inc.) (“Meridian”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2015 • Meridian Waste Solutions, Inc. • Sanitary services • Missouri
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 22, 2015 (the “Effective Date”), by and among Christian Disposal, LLC, a Missouri limited liability company (the “Company”), Meridian Waste Solutions, Inc. a New York corporation that owns all of the outstanding membership interests of the Company (the “Parent”), and Patrick McLaughlin, an individual (the “Employee” and, together with the Company and the Parent, the “Parties” and each, a “Party”).
