INTERCREDITOR AGREEMENTIntercreditor Agreement • July 12th, 2023 • SMG Industries Inc. • Transportation services • New York
This Intercreditor Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 7, 2023, is entered into by and among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), GREAT ROCK CAPITAL PARTNERS MANAGEMENT, LLC, as Term Loan Representative (in such capacity, with its successors and assigns, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2023 • SMG Industries Inc. • Transportation services • Pennsylvania
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 7th day of July, 2023 (the “Effective Date”) by and between SMG Industries Inc., a Delaware corporation, (hereinafter referred to as “Company”) and Timothy W. Barnhart an individual (hereinafter referred to as “Employee”), each of Company and Employee may be referred to herein individually as a “Party” and collectively as the “Parties”.
TRANSACTION AGREEMENT by and among Barnhart Fleet Maintenance, LLC, Barnhart Transportation, LLC, Lake Shore Global Solutions LLC, Lake Shore Logistics, LLC, Legend Equipment Leasing, LLC, Route 20 Tank Wash LLC, Legend Holding RO, Inc., and Bryan S....Transaction Agreement • July 12th, 2023 • SMG Industries Inc. • Transportation services • Texas
This TRANSACTION AGREEMENT (this “Agreement”), dated as of July 7, 2023, is by and among SMG Industries Inc., a Delaware corporation (“Buyer” or “SMGI”), Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company (“Fleet”), Barnhart Transportation, LLC, a Pennsylvania limited liability company (“Transportation”), Lake Shore Global Solutions LLC, a Pennsylvania limited liability company (“Global”), Lake Shore Logistics, LLC, a Pennsylvania limited liability company (“Logistics”), Legend Equipment Leasing, LLC, a Pennsylvania limited liability company (“Legend”), Route 20 Tank Wash LLC, a Pennsylvania limited liability company (“Wash,” and collectively with Fleet, Transportation, Global, Logistics and Legend, the “Companies” and each a “Company”), Legend Holding RO, Inc., a Delaware limited liability company (“Holdco”), Skyline Merger Sub, Inc., a Delaware corporation (“Merger Sub”), each of Bryan S. Barnhart, an individual (“Bryan”), Timothy W. Barnhart, an individual (“T
CREDIT AGREEMENT dated as of July 7, 2023 among SMG Industries Inc., 5J Trucking, LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Logistics Services LLC, 5J DRIVEAWAY LLC, and, upon the consummation of the Closing Date...Credit Agreement • July 12th, 2023 • SMG Industries Inc. • Transportation services • New York
This CREDIT AGREEMENT dated as of July 7, 2023 (as it may be amended or modified from time to time, this “Agreement”) is by and among (a) SMG Industries Inc., a Delaware corporation (“SMG”), (b) 5J Trucking, LLC, a Texas limited liability company (“5J Trucking”), (c) 5J Oilfield services, LLC, a Texas limited liability company (“5J Oilfield Services”), (d) 5J Specialized LLC, a Texas limited liability company (“5J Specialized”), (e) 5J Transportation LLC, a Texas limited liability company (“5J Transportation”), (f) 5J Logistics Services LLC, a Texas limited liability company (“5J Logistics”), (g) 5J DRIVEAWAY LLC, a Texas limited Liability company (“5J Driveaway”) and, upon the consummation of the Closing Date Transactions, (h) Barnhart Transportation, LLC, a Pennsylvania limited liability company (“Barnhart Transportation”), (i) LEGEND EQUIPMENT LEASING, LLC, a Pennsylvania limited liability company (“Barnhart Leasing”), (j) BARNHART FLEET MAINTENANCE, LLC, a Pennsylvania limited liab
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2023 • SMG Industries Inc. • Transportation services • Texas
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 7th day of July, 2023, by and among SMG Industries Inc., a Delaware corporation, with an address at 20475 State Hwy 249, Suite 450, Houston, Texas 77070 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
