Attis Industries Inc. Sample Contracts

ARTICLE I THE LOAN
Loan and Security Agreement • April 15th, 2005 • Brooklyn Cheesecake & Desert Com • Bakery products
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 22nd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2018, between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

UNDERWRITING AGREEMENT between MERIDIAN WASTE SOLUTIONS, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters MERIDIAN WASTE SOLUTIONS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York

The undersigned, Meridian Waste Solutions, Inc., a corporation formed under the laws of the State of New York (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Meridian Waste Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

REPRESENTATIVE’S WARRANT TO PURCHASE COMMON STOCK MERIDIAN WASTE SOLUTIONS, INC.
Meridian Waste Solutions, Inc. • June 29th, 2017 • Sanitary services

THIS WARRANT TO PURCHASE COMMON STOCK (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 “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (the “Company”), up to shares of Common Stock, par value $0.025 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).

COMMON STOCK PURCHASE WARRANT
Meridian Waste Solutions, Inc. • April 4th, 2018 • Sanitary services

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (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 March 13, 2018 (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 Meridian Waste Solutions, Inc., a New York corporation (the “Company”), up to [ ] 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October__, 2017, is by and among Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

SERIES A COMMON STOCK PURCHASE WARRANT meridian waste solutions, inc.
Meridian Waste Solutions, Inc. • February 22nd, 2018 • Sanitary services

THIS SERIES A 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 earlier of (i) the date Shareholder Approval is obtained and deemed effective and (ii) _____, 20181 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Meridian Waste Solutions, Inc., a New York corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”, and such aggregate number of Warrant Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Number”) of Common Stock; provided, however, that only up to ________ Warrant Shares (as subject to adjustment hereunder) may be initially issued on exercise(s) of this Warrant. The

MERIDIAN WASTE SOLUTIONS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This Director and Officer Indemnification Agreement, dated as of November _____, 2016 (the “Agreement”), is made by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and ____________________ (the “Indemnitee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 5th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2017, between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 29th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New York

The undersigned, Meridian Waste Solutions, Inc., a corporation formed under the laws of the State of New York (collectively, with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Meridian Waste Solutions, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC and Joseph Gunnar & Co., LLC (hereinafter collectively referred to as “you” (including their correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

COMMON STOCK PURCHASE WARRANT ATTIS INDUSTRIES INC.
Attis Industries Inc. • June 5th, 2019 • 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).

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).

DIRECTOR AGREEMENT
Director Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New Jersey

This DIRECTOR AGREEMENT is made as of November [●], 2016 (the “Agreement”), by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and [●], an individual with an address of [●] (the “Director”).

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MERIDIAN WASTE SOLUTIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON- EMPLOYEE
Non-Qualified Stock Option Agreement • November 7th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York

THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the 1st day of November, 2016 by and between Meridian Waste Solutions, Inc. (the “Company”) and [●] (the “Optionee”).

PLEDGE AND SECURITY AGREEMENT dated as of April 20, 2018 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as Collateral Agent
Pledge and Security Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of April 20, 2018 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).

SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of April 20, 2018 among
Credit and Guaranty Agreement • April 24th, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of April 20, 2018, is entered into by and among 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 liability company (“Advanced Lignin”), ATTIS ENVICARE MEDICAL WASTE, LLC, a Georgia limited liability company (“Envicare”), ATTIS GENETICS, LLC, a Georgia limited liability company (“Genetics”), ATTIS FEDERAL LABS, LLC, an Oklahoma limite

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • November 18th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2016 (the “Issuance Date”) between Meridian Waste Solutions, Inc., a company incorporated under the laws of the State of New York (the “Company”), and Issuer Direct Corporation (the “Warrant Agent”).

MERIDIAN WASTE SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • March 16th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York

This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), and the employee of the Company named in Section 1(b). (“Optionee”):

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 21st, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • New Jersey

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of August 15, 2017, by and between MERIDIAN WASTE SOLUTIONS, INC., a New York corporation, with offices at One Glenlake Parkway NE, Atlanta, GA 30328 (hereinafter called the “Company”), and Walter H. Hall, Jr., an individual (hereinafter called the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 24th, 2017 • Meridian Waste Solutions, Inc. • Sanitary services • Virginia

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of April 3, 2017, is entered into between Meridian Waste Solutions, Inc., a New York corporation (“Company” or “Employer”), a corporation, and Chris Diaz (“Employee”), an individual.

MERIDIAN WASTE SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 16th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • New York

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of __________, 20__ (the “Effective Date”) by and between Meridian Waste Solutions, Inc., a New York corporation (the “Company”), having an address at 12540 Broadwell Road, Suite 2104, Milton, GA 30004 and __________________ (“Grantee”), having an address at _________________________________________.

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, 2019
Asset 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”).

mEMbership Interest Purchase Agreement
Membership Interest Purchase Agreement • January 23rd, 2018 • Meridian Waste Solutions, Inc. • Sanitary services • Georgia

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of January 17, 2018 (the “Effective Date”), by and among Mobile Science Technologies, Inc., a Georgia corporation (“Buyer”), Meridian Waste Solutions, Inc., a New York corporation (“Parent”); Jefferson Patrick Locke (“Locke”) and Jonathan Moore Lewis (“Lewis”) (collectively the “Sellers” and each individually sometimes a “Seller”). Buyer and the Sellers are referred to collectively herein as the “Parties” and each a “Party”.

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2016 • Meridian Waste Solutions, Inc. • Sanitary services • Georgia

This Employment Agreement (the “Agreement”) is made and entered into as of March 11, 2016, and is deemed effective as of January 1, 2016, by and between Meridian Waste Solutions, Inc. (the “Company”), a Corporation organized and existing under the laws of the State of New York (the “Company”), and Jeffrey S. Cosman (“Executive”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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