RECITALSStock Purchase Agreement • March 16th, 2006 • General Environmental Management, Inc • Blank checks • California
Exhibit 10.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...General Environmental Management, Inc • March 7th, 2006 • Blank checks • New York
BACKGROUNDStock Pledge Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 28, 2006, by and between General Environmental Management, Inc., a Nevada corporation (the "Company"), and Laurus...Registration Rights Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
Exhibit 10.3 FUNDS ESCROW AGREEMENT This Agreement (this "Agreement") is dated as of the 3rd day of March, 2006, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the "Company"), Gibraltar Financial Corporation. ("Gibraltar"), and...Funds Escrow Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • Illinois
ARTICLE I CONTRACT RATE AND AMORTIZATIONGeneral Environmental Management, Inc • March 7th, 2006 • Blank checks
BACKGROUNDSecurity Agreement • March 7th, 2006 • General Environmental Management, Inc • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
This Registration Rights Agreement (this “Agreement”) is made as of August 31, 2008 by GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the CVC California, LLC (the initial Holder) to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • September 11th, 2009 • General Environmental Management, Inc • Hazardous waste management
AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of September, 2009, by and between CVC CALIFORNIA, LLC, a Delaware limited liability company (the “Lender”), and GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Borrower”);
AMENDED AND RESTATED CONVERTIBLE TERM NOTEGeneral Environmental Management, Inc • September 11th, 2009 • Hazardous waste management • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS...General Environmental Management, Inc • November 6th, 2007 • Blank checks • New York
GENERAL ENVIRONMENTAL MANAGEMENT, INC., a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, VALENS OFFSHORE SPV II, CORP., or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business October 31, 2014 (the “Expiration Date”), up to 476,509 fully paid and non-assessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below). The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.
ContractGeneral Environmental Management, Inc • November 18th, 2009 • Hazardous waste management • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS SECURITY IS “RESTRICTED” AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
SECURITIES PURCHASE AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and GENERAL ENVIRONMENTAL MANAGEMENT, INC. Dated: October 31, 2007Securities Purchase Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2007, among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
June 1, 2009General Environmental Management, Inc • June 4th, 2009 • Hazardous waste management • New York
Reference is made to the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 (the “Loan Agreement”), by and between CVC California, LLC (the “Lender”) and General Environmental Management, Inc. (the “Borrower”), and the Loan Documents described therein. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
This Agreement is made pursuant to the Securities Purchase Agreement dated as of the date hereof by and between the Company, the Investor, the other Purchasers and the LV Administrative Services Corp., as administrative and collateral agent for the Purchasers (as amended, restated modified and/or supplemented from time to time, the “Purchase Agreement”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • May 5th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of October 31, 2007 among General Environmental Management, Inc., a Nevada corporation (the “GEVM-NV”), General Environmental Management, Inc., a Delaware corporation (the “GEVM-DE”), General Environmental Management of Rancho Cordova, LLC (“Rancho”), GEM Mobile Treatment Services Inc. (“GEM”)(collectively, the “Company”), Valens U.S. SPV I, LLC (“Valens US”), Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US, the “Purchasers”) and Loeb & Loeb LLP (the “Escrow Agent”).
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONForma Consolidated Financial Information • January 29th, 2010 • General Environmental Management, Inc • Hazardous waste management
On November 13, 2009, Registrant entered into a Stock Purchase Agreement ("Agreement") with United States Environmental Response, LLC, a California limited liability company (“Seller”) pursuant to which the Registrant has purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated ("CLW"), a privately held company. CLW owns all of the issued and outstanding capital stock of Santa Clara Waste Water Company (SCWW") a California corporation. CLW's only operating subsidiary is SCWW. The Agreement is subject to a rescission if Registrant does not pay certain indebtedness to its senior lender by close of business on March 12, 2010.
ContractGeneral Environmental Management, Inc • November 6th, 2007 • Blank checks • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON 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 AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GENERAL ENVIRONMENTAL MANAGEMENT, INC., A NEVADA CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
JOINDER AGREEMENTJoinder Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
Reference is made to (a) the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 (the “Loan Agreement”) by and between CVC California, LLC (the “Lender”) and General Environmental Management, Inc. (the “Borrower”), (b) the Guaranty Agreement dated as of August 31, 2008 (the “Guaranty”) made by the Borrower’s Subsidiaries in favor of the Lender, and (c) the Collateral Agreement dated as of August 31, 2008 (the “Collateral Agreement”) by and among the Borrower and its Subsidiaries (as “Grantors”) and the Lender. All capitalized terms used herein without definition have the respective meanings ascribed to them in the Loan Agreement.
The Alliance Portfolio Conditional Loan Commitment Revised August 30th, 2005 $1,250,000 1st T.D. Industrial/Office Commerial Facility Security: 11855 White Rock Road, Rancho Cordova, CA 95742 Borrower: General Environmental Management, Inc. This...General Environmental Management, Inc • September 30th, 2005 • Blank checks
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • November 6th, 2007 • General Environmental Management, Inc • Blank checks • New York
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of October__, 2007 by and among LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), and each of the undersigned parties, other than the Agent (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
REVOLVING CREDIT NOTERevolving Credit Note • August 21st, 2009 • General Environmental Management, Inc • Hazardous waste management
FOR VALUE RECEIVED, the undersigned, MTS ACQUISITION COMPANY, INC., a California corporation (the “Maker”), hereby promises to pay to GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“GEM”), or registered assigns (hereinafter, collectively with GEM, referred to as the “Payee”), on December 31, 2010 (or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of Seven Hundred Thousand ($700,000) Dollars or, if less, the aggregate unpaid principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit Agreement of even date herewith by and between GEM and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time to time from the date hereof until payment in
FEE NOTEFee Note • June 4th, 2009 • General Environmental Management, Inc • Hazardous waste management • New York
FOR VALUE RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Maker”), hereby promises to pay to CVC California, LLC, a Delaware limited liability company (“CVC”), or registered assigns (collectively with CVC, the “Payee”), the sum of One Hundred Sixty-Four Thousand ($164,000) Dollars (the “Principal”), with interest thereon, on the terms and conditions set forth herein and in the Revolving Credit and Term Loan Agreement dated as of August 31, 2008 by and between CVC and the Maker (as same has been and may hereafter be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”). Terms defined in the Loan Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Loan Agreement.
REVOLVING CREDIT NOTERevolving Credit Note • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
FOR VALUE RECEIVED, the undersigned, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Maker”), hereby promises to pay to CVC CALIFORNIA, LLC, a Delaware limited liability company (“CVC”), or registered assigns (hereinafter, collectively with CVC, referred to as the “Payee”), on August 31, 2011 (or sooner by reason of an Event of Default or other mandatory prepayment event in accordance with the Loan Agreement hereinafter described), the principal sum of Seven Million ($7,000,000) Dollars or, if less, the aggregate then-outstanding principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between CVC and the Maker (as same may be amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”), together with interest (computed as hereinafter provided) on any and all principal amounts outstanding hereunder from time to time from the date hereof un
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 18th, 2021 • General Entertainment Ventures, Inc • Hazardous waste management • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of April 10, 2021, by and among General Environmental Management, Inc., a Delaware corporation (the “Company”), and General Entertainment Ventures Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of the Company.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2021 • General Entertainment Ventures, Inc • Hazardous waste management
This AGREEMENT (the “Agreement”) is entered into as of the 10th, day of May, 2021 by and among General Entertainment Ventures Inc., a Delaware corporation (herein referred to as “GEVI”), and Strategic Asset Holdings, LLC. (herein referred to as “Strategic”), a Wyoming Company and together, the “Parties” and each, a “Party”).
Exhibit 10.3 The Alliance Portfolio Guaranty Agreement THIS GUARANTY AGREEMENT, is made this September 12, 2005 by the undersigned General Environmental Management, Inc, a Delaware Corporation ("Guarantor(s)") in favor of The Alliance Portfolio its...Alliance Portfolio Guaranty Agreement • September 30th, 2005 • General Environmental Management, Inc • Blank checks • California
ContractPurchase Agreement • December 3rd, 2009 • General Environmental Management, Inc • Hazardous waste management • New York
STOCK PURCHASE AGREEMENT ISLAND ENVIRONMENTAL SERVICES, INC.Stock Purchase Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 31, 2008, by and among ISLAND ENVIRONMENTAL SERVICES, INC., a California corporation (“ISLAND”), RANDY COSTALES (“RANDY”), GLORIA D. COSTALES (“DODIE”), each in their individual capacities, (RANDY and DODIE are sometimes collectively referred to herein as “SELLERS”), NCF CORPORATION, a Florida not-for-profit corporation, not individually but solely in its capacity as Trustee of NCF CHARITABLE TRUST, a Florida wholly charitable trust and tax exempt organization classified as a public charity (“NCT”) and GENERAL ENVIRONMENTAL MANAGEMENT, INC. a Delaware corporation (“GEM” or “BUYER”).
Exhibit 10.2 March 3, 2006 Gibraltar Financial Corporation 60 Revere Drive, Suite 840 Northbrook, IL 60062 ("GIBRALTAR") Re : General Environmental Management, Inc. ("CLIENT") Dear Gibraltar: This letter sets forth our agreement in connection with the...General Environmental Management, Inc • March 7th, 2006 • Blank checks
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 21st, 2009 • General Environmental Management, Inc • Hazardous waste management • California
This Stock Purchase Agreement (this “Agreement”) is entered into as of August 17, 2009 by and among MTS ACQUISITION COMPANY, INC., a California corporation (“Purchaser”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“Parent Co.”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“Seller”) and GEM MOBILE TREATMENT SERVICES, INC., a California corporation (the “Company”). Purchaser, Parent Co., Seller and the Company are referred to herein collectively as the “Parties” and each as a “Party.”
AGREEMENT OF SETTLEMENT AND RELEASEAgreement of Settlement and Release • June 25th, 2010 • General Environmental Management, Inc • Hazardous waste management • California
THIS AGREEMENT OF SETTLEMENT AND RELEASE (hereinafter, the "Agreement") dated June 24, 2010, is made and entered into by and between GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation ("GEM"), GEM ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation ("Purchaser"), CALIFORNIA LIVING WATERS, INCORPORATED (“CLW”), SANTA CLARA WASTE WATER COMPANY ("SCWW"), UNITED STATES ENVIRONMENTAL RESPONSE, LLC, a California limited liability company (“USER”), DOUGLAS B. EDWARDS, an individual currently residing in California (“DBE”), FORNEY FAMILY UNITRUST, a California trust (“FFU”), NUESTROS SUENOS, S.A., a Guatemalan Sociedad Anonima (“NSSA”), GARY S. EDWARDS, an individual currently residing in California (“GSE”), and CHARLES MUNDY, an individual currently residing in California (“CM”), and UNITED STATES ENVIRONMENTAL RESPONSE, LLC, a California limited liability company ("Receiving Agent"). GEM, Purchaser, CLW, SCWW, USER, DBE, FFU, NSSA, GSE, CM, and Receiving Agent are sometimes collec
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2009 • General Environmental Management, Inc • Hazardous waste management • California
This Stock Purchase Agreement is dated as of November 6, 2009 (this “Agreement”), by and among General Environmental Management, Inc., a Nevada corporation (“GEM”) and GEM Environmental Management, Inc. a Nevada corporation (“Purchaser”) and United States Environmental Response, LLC, a California limited liability company (“USER” or “Seller”). The parties may sometimes be referred to herein as the “Parties”.
ContractGuaranty Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of August 31, 2008, is made by GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“GEM-DE”), GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO CORDOVA LLC, a California limited liability company (“GEMRC”), GEM MOBILE TREATMENT SERVICES, INC., a California corporation (“GEMMTS”) and GEM 6 ACQUISITIONS CORPORATION, a Delaware corporation (“GEM 6,” and collectively with GEM-DE, GEMRC, GEMMTS and any and all Additional Guarantors from time to time, each a “Guarantor” and collectively the “Guarantors”), in favor of CVC California, LLC (the “Lender”).
COLLATERAL AGREEMENTCollateral Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
COLLATERAL AGREEMENT, dated as of August 31, 2008, by and among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“Borrower”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“GEM-DE”), GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO CORDOVA LLC, a California limited liability company (“GEMRC”), GEM MOBILE TREATMENT SERVICES, INC., a California corporation (“GEMMTS”), GEM 6 ACQUISITIONS CORPORATION, a Delaware corporation (“GEM 6”), and any and all Additional Grantors who may become a party to this Agreement from time to time (the Borrower, GEM-DE, GEMRC, GEMMTS, GEM 6 and such Additional Grantors are each hereinafter referred to as a “Grantor” and collectively as the “Grantors”), and CVC CALIFORNIA, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
