Aduromed Industries, Inc. Sample Contracts

MedClean Technologies, Inc. – CERTIFICATE OF DESIGNATION OF SERIES E STATED VALUE REDEEMABLE CONVERTIBLE PREFERRED STOCK OF MEDCLEAN TECHNOLOGIES, INC. (April 1st, 2015)

MedClean Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on March 24, 2015 in accordance with the provisions of its Articles of Incorporation (as may be amended from time to time, the “Articles of Incorporation”) and bylaws. The authorized series of the Corporation’s previously authorized preferred stock shall have the following designations, rights, preferences, privileges, powers and restrictions thereof, as follows:

MedClean Technologies, Inc. – MANAGEMENT AGREEMENT (September 10th, 2013)

THIS MANAGEMENT AGREEMENT (“Agreement”) is entered into on this 3 day of September, 2013, by and between Biomedical Technology Solutions Holdings, Inc., a Colorado corporation (“BMTS”). and MedClean Technologies, Inc., a Delaware corporation (“MedClean”).

MedClean Technologies, Inc. – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC. DATED AS OF SEPTEMBER 3, 2013 (September 10th, 2013)

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into this ____ day of August, 2013, by and among MEDCLEAN TECHNOLOGIES, INC., a Delaware corporation (“MedClean”). and BIOMEDICAL TECHNOLOGY SOLUTIONS HOLDINGS, INC., a Colorado corporation (“BMTS”). MedClean and BMTS are hereinafter sometimes individually referred to as a “party” and collectively as the “parties”.

MedClean Technologies, Inc. – DIRECTOR AGREEMENT (August 3rd, 2011)

This DIRECTOR AGREEMENT is made as of this 1st day of August, 2011 (the “Agreement”), by and between MedClean Technologies, Inc., a Delaware corporation (the “Company”), and Constance A. Nelson, an individual with an address at 2660 Hillandale Circle, Cumming, Georgia 30041 (the “Director”).

MedClean Technologies, Inc. – DIRECTOR AGREEMENT (May 20th, 2011)

This DIRECTOR AGREEMENT is made as of this 19th day of May, 2011 (the “Agreement”) by and between MedClean Technologies, Inc., a Delaware corporation (the “Company”), and Robert Hockett, an individual with an address at 497 Smoak Road, Griffin, Georgia 30223 (the “Director”).

MedClean Technologies, Inc. – RESIGNATION LETTER (October 1st, 2010)
MedClean Technologies, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (August 6th, 2010)

This Amended and Restated Registration Rights Agreement (“Agreement”), dated August 5, 2010, is made by and between MEDCLEAN TECHNOLOGIES, INC., a DELAWARE corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP., a Delaware limited partnership (the “Investor”).

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (August 6th, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – AMENDED AND RESTATED EQUITY CREDIT AGREEMENT BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND SOUTHRIDGE PARTNERS II, LP Dated August 5, 2010 (August 6th, 2010)

THIS AMENDED AND RESTATED EQUITY CREDIT AGREEMENT entered into as of the 5th day of August, 2010 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and MEDCLEAN TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “COMPANY”).

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (July 15th, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – EQUITY CREDIT AGREEMENT BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND SOUTHRIDGE PARTNERS II, LP Dated May 17th, 2010 (July 15th, 2010)
MedClean Technologies, Inc. – EQUITY CREDIT AGREEMENT BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND SOUTHRIDGE PARTNERS II, LP Dated May 17th, 2010 (June 23rd, 2010)
MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (June 23rd, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (May 21st, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – EQUITY CREDIT AGREEMENT BY AND BETWEEN MEDCLEAN TECHNOLOGIES, INC. AND SOUTHRIDGE PARTNERS II, LP Dated May 17th, 2010 (May 20th, 2010)
MedClean Technologies, Inc. – REGISTRATION RIGHTS AGREEMENT (May 20th, 2010)

This Registration Rights Agreement (“Agreement”), dated MAY 17, 2010, is made by and between MEDCLEAN TECHNOLOGIES, INC., a DELAWARE corporation (“Company”), and SOUTHRIDGE PARTNERS II, LP., a Delaware limited partnership (the “Investor”).

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (April 23rd, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – PREFERRED STOCK PURCHASE AGREEMENT (April 23rd, 2010)
MedClean Technologies, Inc. – AMENDMENT TO PREFERRED STOCK PURCHASE AGREEMENT DATED DECEMBER 4, 2009 (April 23rd, 2010)

THIS AMENDMENT (this “Amendment”), dated as of this 22nd day of April, 2010, is made by and between MedClean Technologies, Inc., a Delaware corporation (the “Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).

MedClean Technologies, Inc. – CONVERTIBLE PROMISSORY NOTE $600,000 PLUS INTEREST DUE & PAYABLE DOCUMENT B-03262010a (April 6th, 2010)

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (March 26th, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – MASTER RESTRUCTURING AGREEMENT (March 5th, 2010)

This Master Restructuring Agreement is made as of this 10th day of July, 2008 by and among ADUROMED INDUSTRIES, INC. (formerly General Devices, Inc., “ADRM”), ADUROMED CORPORATION (“Aduromed”), SHERLEIGH ASSOCIATES INC. DEFINED BENEFIT PENSION PLAN (“Sherleigh”), PEQUOT CAPITAL MANAGEMENT, INC. (“Pequot”), on behalf of PEQUOT SCOUT FUND, L.P., PEQUOT MARINER MASTER FUND, L.P., PEQUOT NAVIGATOR OFFSHORE FUND, INC., PEQUOT DIVERSIFIED MASTER FUND, LTD., and PREMIUM SERIES PCC LIMITED CELL 33 (collectively, the “Pequot Funds”), HELLER CAPITAL INVESTMENTS (“Heller”) and the individuals and entities listed on Schedule A attached hereto identified as the “Polak/Lazar Secured Parties” (the Polak/Lazar Secured Parties together with Heller are collectively referred to herein as the “Bridge Loan Holders”).

MedClean Technologies, Inc. – MEDCLEAN TECHNOLOGIES ENTERS INTO PREFERRED STOCK AGREEMENT OF UP TO $7.5 MILLION Socius Capital Group Agrees To Purchase Up To $7.5 Million of MedClean Preferred Stock (December 4th, 2009)

BETHEL, CT, December 4, 2009 /PRNewswire-FirstCall/ — MedClean Technologies, Inc. (OTC:BB: MCLN) today announced the Company has entered into a preferred stock purchase agreement with Socius Capital Group, LLC, a Delaware limited liability company,  doing business as Socius Life Sciences Capital Group, LLC. Pursuant to the Purchase Agreement, MedClean will receive up to $7.5 million in capital.

MedClean Technologies, Inc. – PREFERRED STOCK PURCHASE AGREEMENT (December 4th, 2009)

This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of December 4, 2009 (“Effective Date”), by and among MedClean Technologies, Inc., a Delaware corporation (“Company”), and Socius Capital Group, LLC, a Delaware limited liability company, dba Socius Life Sciences Capital Group, LLC (including its designees, successors and assigns, “Investor”).

MedClean Technologies, Inc. – MEDCLEAN TECHNOLOGIES, INC. CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK The undersigned, David J. Laky and Cheryl K. Sadowski, hereby certify that: (December 4th, 2009)
MedClean Technologies, Inc. – MedClean Technologies, Inc. Warrant To Purchase Common Stock (December 4th, 2009)

This Warrant is issued pursuant to the Preferred Stock Purchase Agreement dated December 4, 2009, by and among the Company and the investor referred to therein (the “Purchase Agreement”).

MedClean Technologies, Inc. – CONSULTING AGREEMENT AMENDMENT (May 5th, 2009)

THIS CONSULTING AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation, the “Company“) and E4 LLC, a Florida based company (the "Consultant").

MedClean Technologies, Inc. – EMPLOYMENT AGREEMENT AMENDMENT (May 5th, 2009)

THIS EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation, the “Company“) and Kevin Dunphy (the "Executive" or "Employee"), an individual residing at 2 Limekiln Court, Bethel CT 06801.

MedClean Technologies, Inc. – EMPLOYMENT AGREEMENT AMENDMENT (May 5th, 2009)

THIS EMPLOYMENT AGREEMENT AMENDMENT (the "Amendment") is made as of this 1st day of May, 2009 between MedClean Technologies, Inc. (formerly Aduromed Corporation, the “Company“) and Scott Grisanti (the "Executive" or "Employee"), an individual residing at 1554 Anderson Ave Unit E, Fort Lee, NJ 07024-2716.

MedClean Technologies, Inc. – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF MEDCLEAN TECHNOLOGIES, INC. (April 22nd, 2009)

MedClean Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows:

Aduromed Industries, Inc. – Based upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that: (December 15th, 2008)
Aduromed Industries, Inc. – Douglas W. Child, CPA Marty D. Van Wagoner, CPA J. Russ Bradshaw, CPA William R. Denney, CPA Roger B. Kennard, CPA Russell E. Anderson, CPA Scott L. Farnes 1284 W. Flint Meadow Dr. #D Kaysville, Utah 84037 Telephone 801.927.1337 Facsimile 801.927.1344 5296 S. Commerce Dr. #300 Salt Lake City, Utah 84107 Telephone 801.281.4700 Facsimile 801.281.4701 Suite B, 4F North Cape Commercial Bldg. 388 King’s Road North Point, Hong Kong www.cpaone.net CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Aduromed Industries, Inc. We hereby consent to the use of our report dat (December 15th, 2008)

We hereby consent to the use of our report dated March 26, 2008, with respect to the financial statements of Aduromed Industries, Inc. in the Registration Statement on Form S-1 Amendment No. 3 to be filed on or about December 12, 2008.  We also consent to the use of our name and the reference to us in the Experts section of the Registration Statement.

Aduromed Industries, Inc. – Based upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that: (November 21st, 2008)
Aduromed Industries, Inc. – Macpherson Counsel LLP (October 28th, 2008)

We have acted as counsel to Aduromed Industries, Inc., a Delaware corporation (the ``Company''), in connection with the preparation of the registration statement on Form S-1 (the ``Registration Statement'') relating to registration of the following securities for resale by selling holders named in the Registration Statement:

Aduromed Industries, Inc. – Macpherson Counsel LLP (September 26th, 2008)

We have acted as counsel to Aduromed Industries, Inc., a Delaware corporation (the ``Company''), in connection with the preparation of the registration statement on Form S-1 (the ``Registration Statement'') relating to registration of the following securities for resale by selling holders named in the Registration Statement: