(e)money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 , (ii) are rated AAA by S&P and Aaa by Moodys and (iii) have portfolio assets of at least $5,000,000,000.

( e ) money market funds that ( i ) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 , ( ii ) are rated AAA by S & amp ; P and Aaa by Moodys and ( iii ) have portfolio assets of at least $ 5 , 000 , 000 , 000 .


Qualified ECP Guarantor means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an eligible contract participant at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.< br/>

Qualified ECP Guarantor means , in respect of any Swap Obligation , each Loan Party that has total assets exceeding $ 10 , 000 , 000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an eligible contract participant at such time by entering into a keepwell under Section 1a ( 18 ) ( A ) ( v ) ( II ) of the Commodity Exchange Act . & lt ; br / & gt ;


Revolving Credit Maturity Date means March 1, 2022 (if the same is a Business Day, or if not then the immediately next succeeding Business Day), or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.

Revolving Credit Maturity Date means March 1 , 2022 ( if the same is a Business Day , or if not then the immediately next succeeding Business Day ) , or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof .


Specified Property means each of (i) the property located at 12100 West Sixth Avenue, Lakewood, CO 80228 and (ii) the property located at 625 Zoot Way, Bozeman, MT 59718.

Specified Property means each of ( i ) the property located at 12100 West Sixth Avenue , Lakewood , CO 80228 and ( ii ) the property located at 625 Zoot Way , Bozeman , MT 59718 .


Term Loan Maturity Date means March 1, 2022 .

Term Loan Maturity Date means March 1 , 2022 .


SECTION 1.05. Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrower most recently ended, the Leverage Ratio and Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the acquisition or the disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933 , as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such acquisition or such disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

SECTION 1 . 05 . Pro Forma Adjustments for Acquisitions and Dispositions . To the extent the Borrower or any Subsidiary makes any acquisition permitted pursuant to Section 6 . 04 or disposition of assets outside the ordinary course of business permitted by Section 6 . 05 during the period of four fiscal quarters of the Borrower most recently ended , the Leverage Ratio and Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto ( including pro forma adjustments arising out of events which are directly attributable to the acquisition or the disposition of assets , are factually supportable and are expected to have a continuing impact , in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933 , as amended , as interpreted by the SEC , and as certified by a Financial Officer ) , as if such acquisition or such disposition ( and any related incurrence , repayment or assumption of Indebtedness ) had occurred in the first day of such four-quarter period .


(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Banks standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $2,500,000 , (ii) no Revolving Lenders Revolving Exposure shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Banks Issuing Bank Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause (i) of this Section 2.06(b).

( b ) Notice of Issuance , Amendment , Renewal , Extension ; Certain Conditions . To request the issuance of a Letter of Credit ( or the amendment , renewal or extension of an outstanding Letter of Credit ) , the Borrower shall hand deliver or telecopy ( or transmit through Electronic System , if arrangements for doing so have been approved by the Issuing Bank ) to the Issuing Bank and the Administrative Agent ( reasonably in advance of the requested date of issuance , amendment , renewal or extension , but in any event no less than three Business Days ) a notice requesting the issuance of a Letter of Credit , or identifying the Letter of Credit to be amended , renewed or extended , and specifying the date of issuance , amendment , renewal or extension ( which shall be a Business Day ) , the date on which such Letter of Credit is to expire ( which shall comply with paragraph ( c ) of this Section ) , the amount of such Letter of Credit , the name and address of the beneficiary thereof , and such other information as shall be necessary to prepare , amend , renew or extend such Letter of Credit . If requested by the Issuing Bank , the Borrower also shall submit a letter of credit application on the Issuing Banks standard form in connection with any request for a Letter of Credit . A Letter of Credit shall be issued , amended , renewed or extended only if ( and upon issuance , amendment , renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that ) , after giving effect to such issuance , amendment , renewal or extension ( i ) the aggregate LC Exposure shall not exceed $ 2 , 500 , 000 , ( ii ) no Revolving Lenders Revolving Exposure shall exceed its Revolving Commitment and ( iii ) the Aggregate Revolving Exposure shall not exceed the aggregate Revolving Commitments . Notwithstanding the foregoing or anything to the contrary contained herein , no Issuing Bank shall be obligated to issue or modify any Letter of Credit if , immediately after giving effect thereto , the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Banks Issuing Bank Sublimit . Without limiting the foregoing and without affecting the limitations contained herein , it is understood and agreed that the Borrower may from time to time request that an Issuing Bank issue Letters of Credit in excess of its individual Issuing Bank Sublimit in effect at the time of such request , and each Issuing Bank agrees to consider any such request in good faith . Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then in effect shall nonetheless constitute a Letter of Credit for all purposes of the Credit Agreement , and shall not affect the Issuing Bank Sublimit of any other Issuing Bank , subject to the limitations on the aggregate LC Exposure set forth in clause ( i ) of this Section 2 . 06 ( b ) .


(i)Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (j), together with any Refinance Indebtedness in respect thereof permitted by clause (f) above, shall not exceed $2,500,000 at any time outstanding; and

( i ) Indebtedness of any Person that becomes a Subsidiary after the date hereof ; provided that ( i ) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and ( ii ) the aggregate principal amount of Indebtedness permitted by this clause ( j ) , together with any Refinance Indebtedness in respect thereof permitted by clause ( f ) above , shall not exceed $ 2 , 500 , 000 at any time outstanding ; and


(a)Leverage Ratio. The Borrower will not permit the Leverage Ratio, on the last day of any fiscal quarter ending on or after March 31, 2017, to be greater than 3.00 to 1.00; provided that, so long as no Event of Default exists at such time or would result therefrom, the Borrower may, only once during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to be paid in respect thereof equals or exceeds $20,000,000, elect to increase the maximum Leverage Ratio permitted hereunder to (i)3.50 to 1.00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs (the Initial Holiday Period) and (ii)3.25 to 1.00 for the period of four consecutive fiscal quarters immediately following the Initial Holiday Period (any such election in respect of the maximum Leverage Ratio pursuant to this Section6.12(a) being referred to as an Acquisition Holiday).

( a ) Leverage Ratio . The Borrower will not permit the Leverage Ratio , on the last day of any fiscal quarter ending on or after March 31 , 2017 , to be greater than 3 . 00 to 1 . 00 ; provided that , so long as no Event of Default exists at such time or would result therefrom , the Borrower may , only once during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to be paid in respect thereof equals or exceeds $ 20 , 000 , 000 , elect to increase the maximum Leverage Ratio permitted hereunder to ( i ) 3 . 50 to 1 . 00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs ( the Initial Holiday Period ) and ( ii ) 3 . 25 to 1 . 00 for the period of four consecutive fiscal quarters immediately following the Initial Holiday Period ( any such election in respect of the maximum Leverage Ratio pursuant to this Section6 . 12 ( a ) being referred to as an Acquisition Holiday ) .


(b)Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter ending on or after March 31, 2017, to be less than 1.25 to 1.00.< br/>

( b ) Fixed Charge Coverage Ratio . The Borrower will not permit the Fixed Charge Coverage Ratio , for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter ending on or after March 31 , 2017 , to be less than 1 . 25 to 1 . 00 . & lt ; br / & gt ;


(k)one or more judgments for the payment of money in an aggregate amount in excess of $2,500,000 shall be rendered against any Loan Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary to enforce any such judgment or any Loan Party or any Subsidiary shall fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal and being appropriately contested in good faith by proper proceedings diligently pursued;

( k ) one or more judgments for the payment of money in an aggregate amount in excess of $ 2 , 500 , 000 shall be rendered against any Loan Party , any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty ( 30 ) consecutive days during which execution shall not be effectively stayed , or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any Subsidiary to enforce any such judgment or any Loan Party or any Subsidiary shall fail within thirty ( 30 ) days to discharge one or more non-monetary judgments or orders which , individually or in the aggregate , could reasonably be expected to have a Material Adverse Effect , which judgments or orders , in any such case , are not stayed on appeal and being appropriately contested in good faith by proper proceedings diligently pursued ;


Mesa Laboratories, Inc. 12100 West Sixth Avenue Lakewood, Colorado 80228 Attention: John Sakys Fax No: (303) 265-9595

Mesa Laboratories , Inc . 12100 West Sixth Avenue Lakewood , Colorado 80228 Attention : John Sakys Fax No : ( 303 ) 265-9595


JPMorgan Chase Bank, N.A. Middle Market Servicing 10 South Dearborn, Floor L2 Suite IL1-0480 Chicago, IL, 60603-2300 Email: jpm.agency.servicing.1@jpmorgan.com

JPMorgan Chase Bank , N . A . Middle Market Servicing 10 South Dearborn , Floor L2 Suite IL1-0480 Chicago , IL , 60603-2300 Email : jpm . agency . servicing . 1 @ jpmorgan . com


JPMorgan Chase Bank, N.A. 1125 17th Street, Floor 03 Denver, Colorado, 80202-2060 Attention: Karl Thomasma Fax No: 303-244-3105

JPMorgan Chase Bank , N . A . 1125 17th Street , Floor 03 Denver , Colorado , 80202-2060 Attention : Karl Thomasma Fax No : 303-244-3105


SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act.< br/>

SECTION 9 . 14 . USA PATRIOT Act . Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act , it is required to obtain , verify and record information that identifies such Loan Party , which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act . & lt ; br / & gt ;


JPMORGAN CHASE BANK, N.A. , individually, and as

JPMORGAN CHASE BANK , N . A . , individually , and as


EX-10.1 8 mrdn_ex101.htm MEMBERSHIP INTEREST PURCHASE AGREEMENT


Membership Interest Purchase Agreement


This Membership Interest Purchase Agreement (this Agreement) is entered into as of February 15, 2017 (the Effective Date), by and between Meridian Waste Solutions, Inc ., a New York corporation (Buyer), and Waste Services Industries, LLC , a Delaware limited liability company (Seller). Buyer and Seller are referred to collectively herein as the Parties and each a Party.

This Membership Interest Purchase Agreement ( this Agreement ) is entered into as of February 15 , 2017 ( the Effective Date ) , by and between Meridian Waste Solutions , Inc . , a New York corporation ( Buyer ) , and Waste Services Industries , LLC , a Delaware limited liability company ( Seller ) . Buyer and Seller are referred to collectively herein as the Parties and each a Party .


The Companies, collectively, (i) own fee simple title to approximately 200+/- acres of real property located at 45 Old Mansion Road, Lunenburg Virginia, 23952 , including all Improvements, structures and fixtures located thereon and appurtenances thereto, as more particularly described in Exhibit A attached hereto (the Lunenburg Property), which is operated as a municipal solid waste landfill on the Lunenburg Property having not less than 250,000 cubic yards of useable airspace at Closing (the Lunenburg Landfill), together with all applicable state and local Permits, Governmental Authorizations, Consents, Approvals, licenses, and any other permits and approvals necessary or required to own, operate, develop and construct the Lunenburg Landfill; (ii) own fee simple title to (A) approximately 83+/- acres of real property located at 390 Industrial Drive, Petersburg, Virginia, 23803 , (B) approximately 2.926+/- acres of real property located at 2053 North Factory Lane, Petersburg, Virginia 23803, and (C) approximately 8.6471+/- acres of real property located at 350 Industrial Drive, Petersburg, Virginia 23803, including all Improvements, structures and fixtures located thereon and appurtenances thereto, as more particularly described in Exhibit B attached here to (the Petersburg Property), which the parcel described in the forgoing (A) is operated as a municipal solid waste landfill on the Petersburg Property having not less than 2,477,000 cubic yards of useable airspace at Closing (the Petersburg Landfill) and the parcels described in the forgoing (B) and (C) are intended for use in the future expansion of the Petersburg Landfill, together with all applicable state and local Permits, Governmental Authorizations, Consents, Approvals, licenses, and any other permits and approvals necessary or required to own, operate, develop and construct the Petersburg Landfill; (iii) lease approximately 1.265+/- acres of real property located at 337-B Industrial Drive, Petersburg, Virginia, 23803 , including all Improvements, structures and fixtures located thereon and appurtenances thereto, as more particularly described in Exhibit C attached here to (the Transfer Station Property), which is operated as a municipal solid waste transfer station located on the Transfer Station Property (the Transfer Station), together with all applicable state and local Permits, Governmental Authorizations, Consents, Approvals, licenses, and any other permits and approvals necessary or required to own or lease, operate, develop and construct the Transfer Station; (iv) lease warehouse space in two buildings located at 333-B and 333-C Industrial Drive, Petersburg, Virginia 23803, as more particularly described in Exhibit D attached here to (the Hauling Company Property), which is operated as a residential, commercial roll-off, and front load solid waste collection, transportation and disposal business (the Hauling Company Business), together with all applicable state and local Permits, Governmental Authorizations, Consents, Approvals, licenses, and any other permits and approvals necessary or required to own or lease and operate the Hauling Company Business; and (v) lease warehouse space located at 337 Industrial Drive, Petersburg, Virginia, 23803 , as more particularly described in Exhibit E attached hereto (the DuPont Recycle Property), which is operated as a recycling facility for DuPont Tyvek post-industrial scrap collected by the Hauling Company Business (the DuPont Recycle Business). The Lunenburg Landfill, Petersburg Landfill, Transfer Station, Hauling Company Business and DuPont Recycle Business are collectively, the Businesses and each a Business. The Lunenburg Property, Petersburg Property, Transfer Station Property, Hauling Company Property and DuPont Recycle Property are collectively, the Properties and each a Property.

The Companies , collectively , ( i ) own fee simple title to approximately 200 + / - acres of real property located at 45 Old Mansion Road , Lunenburg Virginia , 23952 , including all Improvements , structures and fixtures located thereon and appurtenances thereto , as more particularly described in Exhibit A attached hereto ( the Lunenburg Property ) , which is operated as a municipal solid waste landfill on the Lunenburg Property having not less than 250 , 000 cubic yards of useable airspace at Closing ( the Lunenburg Landfill ) , together with all applicable state and local Permits , Governmental Authorizations , Consents , Approvals , licenses , and any other permits and approvals necessary or required to own , operate , develop and construct the Lunenburg Landfill ; ( ii ) own fee simple title to ( A ) approximately 83 + / - acres of real property located at 390 Industrial Drive , Petersburg , Virginia , 23803 , ( B ) approximately 2 . 926 + / - acres of real property located at 2053 North Factory Lane , Petersburg , Virginia 23803 , and ( C ) approximately 8 . 6471 + / - acres of real property located at 350 Industrial Drive , Petersburg , Virginia 23803 , including all Improvements , structures and fixtures located thereon and appurtenances thereto , as more particularly described in Exhibit B attached here to ( the Petersburg Property ) , which the parcel described in the forgoing ( A ) is operated as a municipal solid waste landfill on the Petersburg Property having not less than 2 , 477 , 000 cubic yards of useable airspace at Closing ( the Petersburg Landfill ) and the parcels described in the forgoing ( B ) and ( C ) are intended for use in the future expansion of the Petersburg Landfill , together with all applicable state and local Permits , Governmental Authorizations , Consents , Approvals , licenses , and any other permits and approvals necessary or required to own , operate , develop and construct the Petersburg Landfill ; ( iii ) lease approximately 1 . 265 + / - acres of real property located at 337-B Industrial Drive , Petersburg , Virginia , 23803 , including all Improvements , structures and fixtures located thereon and appurtenances thereto , as more particularly described in Exhibit C attached here to ( the Transfer Station Property ) , which is operated as a municipal solid waste transfer station located on the Transfer Station Property ( the Transfer Station ) , together with all applicable state and local Permits , Governmental Authorizations , Consents , Approvals , licenses , and any other permits and approvals necessary or required to own or lease , operate , develop and construct the Transfer Station ; ( iv ) lease warehouse space in two buildings located at 333-B and 333-C Industrial Drive , Petersburg , Virginia 23803 , as more particularly described in Exhibit D attached here to ( the Hauling Company Property ) , which is operated as a residential , commercial roll-off , and front load solid waste collection , transportation and disposal business ( the Hauling Company Business ) , together with all applicable state and local Permits , Governmental Authorizations , Consents , Approvals , licenses , and any other permits and approvals necessary or required to own or lease and operate the Hauling Company Business ; and ( v ) lease warehouse space located at 337 Industrial Drive , Petersburg , Virginia , 23803 , as more particularly described in Exhibit E attached hereto ( the DuPont Recycle Property ) , which is operated as a recycling facility for DuPont Tyvek post-industrial scrap collected by the Hauling Company Business ( the DuPont Recycle Business ) . The Lunenburg Landfill , Petersburg Landfill , Transfer Station , Hauling Company Business and DuPont Recycle Business are collectively , the Businesses and each a Business . The Lunenburg Property , Petersburg Property , Transfer Station Property , Hauling Company Property and DuPont Recycle Property are collectively , the Properties and each a Property .


(iii) Five Hundred Thousand and no/100ths ( 500,000.00 ) shares of Buyers restricted voting common stock, par value $0.025 per share (the Purchase Price Shares), shall be issued to Seller at Closing.

( iii ) Five Hundred Thousand and no / 100ths ( 500 , 000 . 00 ) shares of Buyers restricted voting common stock , par value $ 0 . 025 per share ( the Purchase Price Shares ) , shall be issued to Seller at Closing .


95% of the Accounts Receivables outstanding for 30 days or less as of the Closing Date;

95 % of the Accounts Receivables outstanding for 30 days or less as of the Closing Date ;


70% of the Accounts Receivables outstanding for more 30 days but less than 60 days as of the Closing Date; and

70 % of the Accounts Receivables outstanding for more 30 days but less than 60 days as of the Closing Date ; and


(i) Investor Qualifications. Buyer: (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Membership Interests; (ii) is able to bear the complete loss of its investment in the Membership Interests; (iii) has had the opportunity to ask questions of the Seller and each of the Companies and their management concerning the terms and conditions of the Membership Interests, the business of each of the Companies, the Companies ownership and use of their respective assets, estimates and judgments utilized and relied upon by the Companies in preparing their financial statements; (iv) has had the opportunity to obtain additional information about each of the Companies and its business and all of Buyers questions have been answered to its satisfaction; and (v) is otherwise an accredited investor as such term is defined in Rule 501 promulgated under the Securities Act.< br/>

( i ) Investor Qualifications . Buyer : ( i ) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Membership Interests ; ( ii ) is able to bear the complete loss of its investment in the Membership Interests ; ( iii ) has had the opportunity to ask questions of the Seller and each of the Companies and their management concerning the terms and conditions of the Membership Interests , the business of each of the Companies , the Companies ownership and use of their respective assets , estimates and judgments utilized and relied upon by the Companies in preparing their financial statements ; ( iv ) has had the opportunity to obtain additional information about each of the Companies and its business and all of Buyers questions have been answered to its satisfaction ; and ( v ) is otherwise an accredited investor as such term is defined in Rule 501 promulgated under the Securities Act . & lt ; br / & gt ;


4.1 Organization, Qualification, and Power. Each of the Companies is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia . Each of the Companies is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except those jurisdictions where the failure to qualify would not have a Material Adverse Effect. The Companies all have full power and authority and all licenses, Consents, permits, Approvals, and authorizations necessary to carry on the Business in which each Company is engaged and to own or lease, as applicable, and use the Property owned and used by each Company. Schedule 4.1 lists the members, managers, directors and officers of the Companies. Seller has delivered to Buyer correct and complete copies of the Organizational Documents of the Companies (as amended to date). The Companies do not maintain minute books and the Membership Interests of the Companies are not certificated. None of the Companies is in default under or in violation of any provision of its Organizational Documents.

4 . 1 Organization , Qualification , and Power . Each of the Companies is a limited liability company duly organized and validly existing under the laws of the Commonwealth of Virginia . Each of the Companies is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required , except those jurisdictions where the failure to qualify would not have a Material Adverse Effect . The Companies all have full power and authority and all licenses , Consents , permits , Approvals , and authorizations necessary to carry on the Business in which each Company is engaged and to own or lease , as applicable , and use the Property owned and used by each Company . Schedule 4 . 1 lists the members , managers , directors and officers of the Companies . Seller has delivered to Buyer correct and complete copies of the Organizational Documents of the Companies ( as amended to date ) . The Companies do not maintain minute books and the Membership Interests of the Companies are not certificated . None of the Companies is in default under or in violation of any provision of its Organizational Documents .


(iii) To the Knowledge of Seller, the operation of the Lunenburg Landfill does not violate the current zoning for the Lunenburg Property. The Petersburg Property is currently zoned (i) Ordinance 09-ORD-57 under Article 37, Municipal Solid Waste Landfill Uses, of the Petersburg Zoning Ordinance (Landfill); and (ii) M-2 Heavy Industrial District under Article 37, Municipal Solid Waste Landfill Uses, of the Petersburg Zoning Ordinance (350 Industrial Drive and 2053 North Factory Lane). To the Knowledge of Seller, the operation of the Transfer Station does not violate the current zoning for the Transfer Station Property. To the Knowledge of Seller, the operation of the Hauling Company does not violate the current zoning for the Hauling Company Property. To the Knowledge of Seller, there is no pending or anticipated change in any zoning or land use laws applicable to the Properties that will materially impair the development, construction, operation or use of any Property or any portion thereof as a municipal solid waste landfill, a municipal solid waste transfer station, or a Hauling Company Business, or otherwise as each Property is currently being used. The Seller has not received any notice of violation of any building, zoning, comprehensive planning, subdivision, health and safety and other land use laws, regulations, ordinances and rules affecting the Properties. To the Knowledge of Seller, the Properties are in compliance with all Legal Requirements, including all applicable building, zoning, comprehensive planning, subdivision, health and safety and other land use laws, regulations, ordinances and rules affecting the Properties (collectively, the Real Property Laws), and, to the Knowledge of Seller, the current use, operation and occupancy of the Properties, including the use, occupancy and operation of the Businesses, does not violate any Real Property Laws. The Seller has not received any written notice of violation of any Real Property Law.

( iii ) To the Knowledge of Seller , the operation of the Lunenburg Landfill does not violate the current zoning for the Lunenburg Property . The Petersburg Property is currently zoned ( i ) Ordinance 09-ORD-57 under Article 37 , Municipal Solid Waste Landfill Uses , of the Petersburg Zoning Ordinance ( Landfill ) ; and ( ii ) M-2 Heavy Industrial District under Article 37 , Municipal Solid Waste Landfill Uses , of the Petersburg Zoning Ordinance ( 350 Industrial Drive and 2053 North Factory Lane ) . To the Knowledge of Seller , the operation of the Transfer Station does not violate the current zoning for the Transfer Station Property . To the Knowledge of Seller , the operation of the Hauling Company does not violate the current zoning for the Hauling Company Property . To the Knowledge of Seller , there is no pending or anticipated change in any zoning or land use laws applicable to the Properties that will materially impair the development , construction , operation or use of any Property or any portion thereof as a municipal solid waste landfill , a municipal solid waste transfer station , or a Hauling Company Business , or otherwise as each Property is currently being used . The Seller has not received any notice of violation of any building , zoning , comprehensive planning , subdivision , health and safety and other land use laws , regulations , ordinances and rules affecting the Properties . To the Knowledge of Seller , the Properties are in compliance with all Legal Requirements , including all applicable building , zoning , comprehensive planning , subdivision , health and safety and other land use laws , regulations , ordinances and rules affecting the Properties ( collectively , the Real Property Laws ) , and , to the Knowledge of Seller , the current use , operation and occupancy of the Properties , including the use , occupancy and operation of the Businesses , does not violate any Real Property Laws . The Seller has not received any written notice of violation of any Real Property Law .


(vii) To the Knowledge of Seller, each Property has legal access to a public right-of-way. None of the Seller or the Companies is a party to any easements, rights of way, reservations of gas, timber, mineral rights, leases or other Liens which do not appear in the Public Records of City of Petersburg, Virginia or the County of Lunenburg, Virginia. Seller shall not grant, convey, dispose of, sell, encumber, assign or transfer any interest in any Property, including but not limited to any contract, option, lease, easement, or other agreement granting any interest whatsoever in the Properties, without the prior written consent of Buyer. Except as set forth in Schedule 4.16(vii), the Companies hold fee simple title to the Properties.

( vii ) To the Knowledge of Seller , each Property has legal access to a public right-of-way . None of the Seller or the Companies is a party to any easements , rights of way , reservations of gas , timber , mineral rights , leases or other Liens which do not appear in the Public Records of City of Petersburg , Virginia or the County of Lunenburg , Virginia . Seller shall not grant , convey , dispose of , sell , encumber , assign or transfer any interest in any Property , including but not limited to any contract , option , lease , easement , or other agreement granting any interest whatsoever in the Properties , without the prior written consent of Buyer . Except as set forth in Schedule 4 . 16 ( vii ) , the Companies hold fee simple title to the Properties .


5.2 Inspection Period. Buyer shall have an inspection period beginning on the Effective Date and ending January 31, 2017 (the Inspection Period). Buyer shall have the Inspection Period within which to physically inspect the Assets, including the Properties, and the Company Documents and to conduct its due diligence with respect to the Assets, including the Properties, the Businesses and the Companies. Buyer and Buyers officers, directors, employees, consultants, agents and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and Company Documents and to all records of Seller and the Companies related thereto, including without limitation title information, property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information of the Companies, the Businesses and the Assets, at reasonable times during the Inspection Period, without unreasonably interfering with the operation of the Business, for the purpose of inspecting the Assets, including the Properties, and the Businesses, and conducting all studies, tests, inspections and measurements of all kinds as deemed necessary by Buyer, reviewing the books and records of Seller and the Companies concerning the Companies, the Businesses and the Assets, including the Properties, and otherwise conducting its due diligence review of the Companies, the Businesses, and the Assets, including the Properties. Seller shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Companies, the Businesses, and the Assets and Properties, including the review and inspection of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or required for the Companies to own, operate, construct and develop the Businesses and in accordance with such other applicable local, state and federal Legal Requirements. Seller shall make available to Buyer such of the foregoing as may be in Sellers possession, or the Companies possession, in order to facilitate Buyers due diligence. Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Companies, the Assets, including the Properties, and the Businesses, or the use thereof maintained by any third party, Governmental Body or organizations. Buyer and Seller shall mutually agree, prior to the expiration of the Inspection Period, on any Company Contract that Buyer does not wish for any Company to continue to be a party thereto and be bound thereby (Excluded Contracts) and the parties shall execute an amendment to this Agreement to include a Schedule 5.2 setting forth all Excluded Contracts. If Buyer or its agents, employees, consultants and contractors shall in any material manner cause any damage or alteration to the Assets, including the Properties in conducting any testing or other due diligence investigation of Assets, including the Properties, Buyer shall, at its sole cost and expense, promptly and fully repair and restore any such damage or alteration caused by Buyer or its agents, employees, consultants and contractors to the condition same was in immediately prior to the commencement of Buyers testing or due diligence of the Assets, including the Properties. If the parties do not proceed with the Closing, Buyer shall promptly return to Seller all written material pertaining to or reflecting any information provided to Buyer by Seller or Sellers agents and will not retain any copies, extracts or other reproductions in whole or in part of such written material, and all documents, memoranda, notes and other writings whatsoever prepared by Buyer or its advisors based on the information provided to Buyer by Seller or Sellers agents shall be destroyed. Prior to Closing and following the termination of this Agreement if Closing does not occur, Buyer agrees not to disclose to any third party any non-public information provided to Buyer by Seller or generated by Buyer through its inspections, except to Buyers agents, contractors, accountants, engineers, consultants, attorneys or lenders, to the extent necessary for the purposes of this transaction, or as may be required by law or by court order. Buyer agrees to indemnify Seller and the Companies, together with Sellers Affiliated Group , and the successors, assigns, employees, officers, directors, trustees, shareholders, attorneys, representatives and agents of Seller and the Companies (collectively, the Seller Indemnified Parties) against and to defend and hold the Seller Indemnified Parties harmless from and against all costs, claims, injuries, damages, liabilities, accidents, losses arising out of, caused by or created in connection with (i) death, personal injury, and/or property damage resulting from Buyers and its agents and representatives entry upon, or inspections or tests of, the Properties, or (ii) mechanics liens or claims that may be filed against the Properties and/or adjacent land by contractors, subcontractors or materialmen performing such work for Buyer, other than as may be caused by the negligence or willful misconduct of Seller.

5 . 2 Inspection Period . Buyer shall have an inspection period beginning on the Effective Date and ending January 31 , 2017 ( the Inspection Period ) . Buyer shall have the Inspection Period within which to physically inspect the Assets , including the Properties , and the Company Documents and to conduct its due diligence with respect to the Assets , including the Properties , the Businesses and the Companies . Buyer and Buyers officers , directors , employees , consultants , agents and attorneys and other authorized representatives , shall have the right to reasonable access to the Assets , the Properties and Company Documents and to all records of Seller and the Companies related thereto , including without limitation title information , property information , surveys , maintenance records , environmental assessment reports , engineering reports and any other information of the Companies , the Businesses and the Assets , at reasonable times during the Inspection Period , without unreasonably interfering with the operation of the Business , for the purpose of inspecting the Assets , including the Properties , and the Businesses , and conducting all studies , tests , inspections and measurements of all kinds as deemed necessary by Buyer , reviewing the books and records of Seller and the Companies concerning the Companies , the Businesses and the Assets , including the Properties , and otherwise conducting its due diligence review of the Companies , the Businesses , and the Assets , including the Properties . Seller shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining copies of any documentation related to the Companies , the Businesses , and the Assets and Properties , including the review and inspection of any and all Permits , Approvals , Consents , licenses , Governmental Authorizations and other permits and approvals necessary or required for the Companies to own , operate , construct and develop the Businesses and in accordance with such other applicable local , state and federal Legal Requirements . Seller shall make available to Buyer such of the foregoing as may be in Sellers possession , or the Companies possession , in order to facilitate Buyers due diligence . Seller shall give Buyer any authorizations which may be required by Buyer in order to gain access to records or other information pertaining to the Companies , the Assets , including the Properties , and the Businesses , or the use thereof maintained by any third party , Governmental Body or organizations . Buyer and Seller shall mutually agree , prior to the expiration of the Inspection Period , on any Company Contract that Buyer does not wish for any Company to continue to be a party thereto and be bound thereby ( Excluded Contracts ) and the parties shall execute an amendment to this Agreement to include a Schedule 5 . 2 setting forth all Excluded Contracts . If Buyer or its agents , employees , consultants and contractors shall in any material manner cause any damage or alteration to the Assets , including the Properties in conducting any testing or other due diligence investigation of Assets , including the Properties , Buyer shall , at its sole cost and expense , promptly and fully repair and restore any such damage or alteration caused by Buyer or its agents , employees , consultants and contractors to the condition same was in immediately prior to the commencement of Buyers testing or due diligence of the Assets , including the Properties . If the parties do not proceed with the Closing , Buyer shall promptly return to Seller all written material pertaining to or reflecting any information provided to Buyer by Seller or Sellers agents and will not retain any copies , extracts or other reproductions in whole or in part of such written material , and all documents , memoranda , notes and other writings whatsoever prepared by Buyer or its advisors based on the information provided to Buyer by Seller or Sellers agents shall be destroyed . Prior to Closing and following the termination of this Agreement if Closing does not occur , Buyer agrees not to disclose to any third party any non-public information provided to Buyer by Seller or generated by Buyer through its inspections , except to Buyers agents , contractors , accountants , engineers , consultants , attorneys or lenders , to the extent necessary for the purposes of this transaction , or as may be required by law or by court order . Buyer agrees to indemnify Seller and the Companies , together with Sellers Affiliated Group , and the successors , assigns , employees , officers , directors , trustees , shareholders , attorneys , representatives and agents of Seller and the Companies ( collectively , the Seller Indemnified Parties ) against and to defend and hold the Seller Indemnified Parties harmless from and against all costs , claims , injuries , damages , liabilities , accidents , losses arising out of , caused by or created in connection with ( i ) death , personal injury , and / or property damage resulting from Buyers and its agents and representatives entry upon , or inspections or tests of , the Properties , or ( ii ) mechanics liens or claims that may be filed against the Properties and / or adjacent land by contractors , subcontractors or materialmen performing such work for Buyer , other than as may be caused by the negligence or willful misconduct of Seller .


5.8 Public Announcements. The Parties will keep the existence of this Agreement, the terms and conditions hereof and the Contemplated Transactions confidential, and the Parties will not, nor will they cause or permit any Related Person or Representative to, make any public announcement in respect of this Agreement or the Contemplated Transactions without the prior written Consent of the other Party, which Consent may be given or withheld in any Partys sole discretion; provided, however that the foregoing confidentiality and non-disclosure obligations will not apply to: (1) Buyer if at Closing, if Buyer determines to issue a press release announcing the fact of the acquisition of the Companies, and (2) the Parties to the extent that (a) disclosure of such information is reasonably necessary to consummate the Contemplated Transactions, (b) disclosure of such information is required pursuant to Legal Requirement (including the Securities Exchange Act of 1934 , as amended, and the rules of any national stock exchange or automated dealer quotation system) or an Order, (c) disclosure of such information is reasonably necessary for the Parties to enforce their rights under this Agreement, or (d) such information is already in the public domain other than as a result of a breach of this Section 5.8 or Section 5.5 or any other confidentiality or non-disclosure obligation owed to a Party by any Person (including the other Party). To the extent that any public announcement of this Agreement, any of the provisions hereof or the Contemplated Transactions is required of the Parties by Legal Requirement or Order, the Parties will cooperate reasonably with respect to reaching agreement on the contents and timing of such announcement. Prior to any public announcement of this Agreement or the consummation of the transactions contemplated hereby, Robert W. Guidry shall reasonably approve the contents and timing of such announcement. Any Consent required from Seller pursuant to this Section 5.8 or Section 5.5 shall require the Consent of Robert W. Guidry.

5 . 8 Public Announcements . The Parties will keep the existence of this Agreement , the terms and conditions hereof and the Contemplated Transactions confidential , and the Parties will not , nor will they cause or permit any Related Person or Representative to , make any public announcement in respect of this Agreement or the Contemplated Transactions without the prior written Consent of the other Party , which Consent may be given or withheld in any Partys sole discretion ; provided , however that the foregoing confidentiality and non-disclosure obligations will not apply to : ( 1 ) Buyer if at Closing , if Buyer determines to issue a press release announcing the fact of the acquisition of the Companies , and ( 2 ) the Parties to the extent that ( a ) disclosure of such information is reasonably necessary to consummate the Contemplated Transactions , ( b ) disclosure of such information is required pursuant to Legal Requirement ( including the Securities Exchange Act of 1934 , as amended , and the rules of any national stock exchange or automated dealer quotation system ) or an Order , ( c ) disclosure of such information is reasonably necessary for the Parties to enforce their rights under this Agreement , or ( d ) such information is already in the public domain other than as a result of a breach of this Section 5 . 8 or Section 5 . 5 or any other confidentiality or non-disclosure obligation owed to a Party by any Person ( including the other Party ) . To the extent that any public announcement of this Agreement , any of the provisions hereof or the Contemplated Transactions is required of the Parties by Legal Requirement or Order , the Parties will cooperate reasonably with respect to reaching agreement on the contents and timing of such announcement . Prior to any public announcement of this Agreement or the consummation of the transactions contemplated hereby , Robert W . Guidry shall reasonably approve the contents and timing of such announcement . Any Consent required from Seller pursuant to this Section 5 . 8 or Section 5 . 5 shall require the Consent of Robert W . Guidry .


5.9 Use of Name. Seller hereby agrees that from and after the Closing Date, Seller and its Related Persons shall not, directly or indirectly, use the name The CFS Group, The CFS Group Disposal & Recycling, RWG5, or any derivation or variation thereof in any manner. Seller also hereby agrees that from and after the Closing Date, Seller and its Related Persons shall not, directly or indirectly, use the trade name/s Container First Services, CFS, Tri-City Regional Landfill, TCR, Petersburg Landfill, Disposal & Recycling Services of Lunenburg, Lunenburg Landfill and Arena Trucking.

5 . 9 Use of Name . Seller hereby agrees that from and after the Closing Date , Seller and its Related Persons shall not , directly or indirectly , use the name The CFS Group , The CFS Group Disposal & amp ; Recycling , RWG5 , or any derivation or variation thereof in any manner . Seller also hereby agrees that from and after the Closing Date , Seller and its Related Persons shall not , directly or indirectly , use the trade name / s Container First Services , CFS , Tri-City Regional Landfill , TCR , Petersburg Landfill , Disposal & amp ; Recycling Services of Lunenburg , Lunenburg Landfill and Arena Trucking .


5.12 Seller Releases. Save and except for any rights of Seller under this Agreement and the other Transaction Documents (defined below), effective as of the Closing Date, Seller, for itself, and its Related Parties, sole member, managers, officers, directors, successors, assigns, agents and Representatives (collectively, the Seller Releasing Parties), hereby finally, unconditionally, irrevocably and absolutely fully releases, acquits, remises and forever discharges the Companies and Buyer and any of their Related Persons, and their respective officers, directors, members, managers, employees, parent companies, subsidiaries, predecessors, successors, assigns, agents and Representatives, from any and all actions, suits, debts, sums of money, interest owed, accounts, contribution obligations, reckonings, bonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, judgments, executions, obligations, costs, expenses, fees (including attorneys fees and court costs), counterclaims, claims, demands, causes of action and Liabilities (the Seller Claims) existing as of the Closing Date accruing to Seller and the Seller Releasing Parties in any capacity whatsoever, including, without limitation, (i) related to or resulting from all of Sellers and Seller Releasing Parties capacities with the Companies; (ii) arising under or by virtue of the Organizational Documents or Company Documents; (iii) relating to or resulting from the negotiation, preparation, and consummation of this Agreement and the Contemplated Transactions; or (iv) the valuation of the Membership Interests or determination of the Purchase Price, except in the case of fraud or intentional misconduct by any of Buyer and any of its Related Persons. This Section 5.12 shall survive Closing.

5 . 12 Seller Releases . Save and except for any rights of Seller under this Agreement and the other Transaction Documents ( defined below ) , effective as of the Closing Date , Seller , for itself , and its Related Parties , sole member , managers , officers , directors , successors , assigns , agents and Representatives ( collectively , the Seller Releasing Parties ) , hereby finally , unconditionally , irrevocably and absolutely fully releases , acquits , remises and forever discharges the Companies and Buyer and any of their Related Persons , and their respective officers , directors , members , managers , employees , parent companies , subsidiaries , predecessors , successors , assigns , agents and Representatives , from any and all actions , suits , debts , sums of money , interest owed , accounts , contribution obligations , reckonings , bonds , bills , covenants , controversies , agreements , guaranties , promises , undertakings , variances , trespasses , credit memoranda , charges , damages , judgments , executions , obligations , costs , expenses , fees ( including attorneys fees and court costs ) , counterclaims , claims , demands , causes of action and Liabilities ( the Seller Claims ) existing as of the Closing Date accruing to Seller and the Seller Releasing Parties in any capacity whatsoever , including , without limitation , ( i ) related to or resulting from all of Sellers and Seller Releasing Parties capacities with the Companies ; ( ii ) arising under or by virtue of the Organizational Documents or Company Documents ; ( iii ) relating to or resulting from the negotiation , preparation , and consummation of this Agreement and the Contemplated Transactions ; or ( iv ) the valuation of the Membership Interests or determination of the Purchase Price , except in the case of fraud or intentional misconduct by any of Buyer and any of its Related Persons . This Section 5 . 12 shall survive Closing .


5.14 Buyer and Seller agree and acknowledge that the Purchase Price Shares may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Securities Act, or (ii) the Buyer or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act ( or a successor rule) (Rule 144) or (iv) such shares are transferred to an affiliate (as defined in Rule 144) of the Seller who agrees to sell or otherwise transfer the shares only in accordance with this Section 5.14 and who is an Accredited Investor (as defined in the Securities Act). Until such time as the Purchase Price Shares have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock of Buyer that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

5 . 14 Buyer and Seller agree and acknowledge that the Purchase Price Shares may not be sold or transferred unless ( i ) such shares are sold pursuant to an effective registration statement under the Securities Act , or ( ii ) the Buyer or its transfer agent shall have been furnished with an opinion of counsel ( which opinion shall be in form , substance and scope customary for opinions of counsel in comparable transactions ) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or ( iii ) such shares are sold or transferred pursuant to Rule 144 under the Securities Act ( or a successor rule ) ( Rule 144 ) or ( iv ) such shares are transferred to an affiliate ( as defined in Rule 144 ) of the Seller who agrees to sell or otherwise transfer the shares only in accordance with this Section 5 . 14 and who is an Accredited Investor ( as defined in the Securities Act ) . Until such time as the Purchase Price Shares have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold , each certificate for shares of Common Stock of Buyer that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend , shall bear a legend substantially in the following form , as appropriate :


(f) The Companies shall have received, acquired and obtained all nonappealable and unrestricted Governmental Authorizations, Consents, Permits , Approvals, licenses, and other permits and approvals, and all pending applications therefor or renewals thereof, required or necessary for the ownership, construction, development and operation of Businesses on the Properties by the Companies and Buyer, including local zoning approval, any required special use or conditional use permits, local approval that the operation of the Business and the Properties is consistent with the local solid waste management plan, if any, and all permits issued by the Commonwealth of Virginia , Department of Environmental Quality, for the ownership, operation, development and construction of the Businesses on the Properties, such Consents, licenses, Governmental Authorizations, permits and approvals to be in accordance with all Legal Requirements and satisfactory to Buyer in its sole discretion, with respect to airspace requirements, operating conditions, and any other restrictions or requirements;

( f ) The Companies shall have received , acquired and obtained all nonappealable and unrestricted Governmental Authorizations , Consents , Permits , Approvals , licenses , and other permits and approvals , and all pending applications therefor or renewals thereof , required or necessary for the ownership , construction , development and operation of Businesses on the Properties by the Companies and Buyer , including local zoning approval , any required special use or conditional use permits , local approval that the operation of the Business and the Properties is consistent with the local solid waste management plan , if any , and all permits issued by the Commonwealth of Virginia , Department of Environmental Quality , for the ownership , operation , development and construction of the Businesses on the Properties , such Consents , licenses , Governmental Authorizations , permits and approvals to be in accordance with all Legal Requirements and satisfactory to Buyer in its sole discretion , with respect to airspace requirements , operating conditions , and any other restrictions or requirements ;


7.2 Indemnification by Buyer. Buyer hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Seller and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the Seller Indemnified Persons), for, from and against any Adverse Consequences, arising from or in connection with:

7 . 2 Indemnification by Buyer . Buyer hereby covenants and agrees that , to the fullest extent permitted by Legal Requirement , it will defend , indemnify and hold harmless Seller and its Related Persons and Representatives , and their respective officers , directors , members , managers , employees , agents , and Representatives , and all successors and assigns of the foregoing ( collectively , the Seller Indemnified Persons ) , for , from and against any Adverse Consequences , arising from or in connection with :


(a) Seller hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Buyer, and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the Buyer Indemnified Persons), for, from and against any Adverse Consequences arising from or in connection with:

( a ) Seller hereby covenants and agrees that , to the fullest extent permitted by Legal Requirement , it will defend , indemnify and hold harmless Buyer , and its Related Persons and Representatives , and their respective officers , directors , members , managers , employees , agents , and Representatives , and all successors and assigns of the foregoing ( collectively , the Buyer Indemnified Persons ) , for , from and against any Adverse Consequences arising from or in connection with :


Meridian Waste Solutions, Inc .


12540 Broadwell Road, Suite 2104


9.8 Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction).

9 . 8 Governing Law . This Agreement will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule ( whether of the Commonwealth of Virginia or any other jurisdiction ) .


IN WITNESS WHEREOF, the Parties hereto have executed this Membership Interest Purchase Agreement as of the Effective Date, intending to be legally bound.

IN WITNESS WHEREOF , the Parties hereto have executed this Membership Interest Purchase Agreement as of the Effective Date , intending to be legally bound .


Business Day means any day other than a Saturday or Sunday or any other day on which banks in the Commonwealth of Virginia are permitted or required by Legal Requirement to be closed.

Business Day means any day other than a Saturday or Sunday or any other day on which banks in the Commonwealth of Virginia are permitted or required by Legal Requirement to be closed .


Employee Benefit Plan means all employee benefit plans as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974 (ERISA), all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit- sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental- unemployment, layoff, salary-continuation, retirement, pension, health, life- insurance, disability, accident, group-insurance, vacation, holiday, sick- leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (i) is maintained or contributed to by any Company or any other corporation or trade or business controlled by, controlling or under common control with Sellers (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (ERISA Affiliate) or has been maintained or contributed to in the last six (6) years by any Company or any ERISA Affiliate, or with respect to which any Company or any ERISA Affiliate has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee or service provider of any Company or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof.

Employee Benefit Plan means all employee benefit plans as defined by Section 3 ( 3 ) of the Employee Retirement Income Security Act of 1974 ( ERISA ) , all specified fringe benefit plans as defined in Section 6039D of the Code , and all other bonus , incentive-compensation , deferred-compensation , profit - sharing , stock-option , stock-appreciation-right , stock-bonus , stock-purchase , employee-stock-ownership , savings , severance , change-in-control , supplemental - unemployment , layoff , salary-continuation , retirement , pension , health , life - insurance , disability , accident , group-insurance , vacation , holiday , sick - leave , fringe-benefit or welfare plan , and any other employee compensation or benefit plan , agreement , policy , practice , commitment , contract or understanding ( whether qualified or nonqualified , currently effective or terminated , written or unwritten ) and any trust , escrow or other agreement related thereto that ( i ) is maintained or contributed to by any Company or any other corporation or trade or business controlled by , controlling or under common control with Sellers ( within the meaning of Section 414 of the Code or Section 4001 ( a ) ( 14 ) or 4001 ( b ) of ERISA ) ( ERISA Affiliate ) or has been maintained or contributed to in the last six ( 6 ) years by any Company or any ERISA Affiliate , or with respect to which any Company or any ERISA Affiliate has or may have any liability , and ( ii ) provides benefits , or describes policies or procedures applicable to any current or former director , officer , employee or service provider of any Company or any ERISA Affiliate , or the dependents of any thereof , regardless of how ( or whether ) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof .


Environmental, Health and Safety Liabilities means any and all costs, damages, Adverse Consequences, expenses, Liabilities and/or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law, including those consisting of or relating to (i) any environmental, health or safety matter or condition (including on-site or off- site contamination, and/or occupational safety and health regulation of any chemical substance or product), (ii) any fine, penalty, judgment, award, settlement, Proceeding, damages, Adverse Consequence, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law, (iii) financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (Cleanup) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages, and/or (iv) any other compliance, corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law. For purposes of this definition, the terms removal, remedial and response action include the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 Environmental Response, Compensation and Liability Act of 1980 (CERCLA).

Environmental , Health and Safety Liabilities means any and all costs , damages , Adverse Consequences , expenses , Liabilities and / or other responsibility arising from or under any Environmental Law or Occupational Safety and Health Law , including those consisting of or relating to ( i ) any environmental , health or safety matter or condition ( including on-site or off - site contamination , and / or occupational safety and health regulation of any chemical substance or product ) , ( ii ) any fine , penalty , judgment , award , settlement , Proceeding , damages , Adverse Consequence , loss , claim , demand or response , remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law , ( iii ) financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action , including any cleanup , removal , containment or other remediation or response actions ( Cleanup ) required by any Environmental Law or Occupational Safety and Health Law ( whether or not such Cleanup has been required or requested by any Governmental Body or any other Person ) and for any natural resource damages , and / or ( iv ) any other compliance , corrective or remedial measure required under any Environmental Law or Occupational Safety and Health Law . For purposes of this definition , the terms removal , remedial and response action include the types of activities covered by the United States Comprehensive Environmental Response , Compensation and Liability Act of 1980 Environmental Response , Compensation and Liability Act of 1980 ( CERCLA ) .


(ii) when used to qualify a representation, warranty or other statement of Seller or any Company, the actual knowledge Robert W. Guidry, Charles A. Wilcox, Timothy Webb or Kim Fairbanks has with respect to the particular fact or matter that is the subject of such representation, warranty or other statement, and the knowledge that such individuals could reasonably be expected to have after having conducted a reasonable inquiry or investigation with respect to the fact or matter that is the subject of such representation, warranty or other statement.

( ii ) when used to qualify a representation , warranty or other statement of Seller or any Company , the actual knowledge Robert W . Guidry , Charles A . Wilcox , Timothy Webb or Kim Fairbanks has with respect to the particular fact or matter that is the subject of such representation , warranty or other statement , and the knowledge that such individuals could reasonably be expected to have after having conducted a reasonable inquiry or investigation with respect to the fact or matter that is the subject of such representation , warranty or other statement .


(iii) For purposes of this definition, (a) control (including controlling, controlled by, and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; ( b) the Family of an individual includes (i) the individual, (ii) the individuals spouse, (iii) any other natural person who is related to the individual or the individuals spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) Material Interest means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act of 1934 ) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

( iii ) For purposes of this definition , ( a ) control ( including controlling , controlled by , and under common control with ) means the possession , direct or indirect , of the power to direct or cause the direction of the management and policies of a Person , whether through the ownership of voting securities , by contract or otherwise , and shall be construed as such term is used in the rules promulgated under the Securities Act ; ( b ) the Family of an individual includes ( i ) the individual , ( ii ) the individuals spouse , ( iii ) any other natural person who is related to the individual or the individuals spouse within the second degree and ( iv ) any other natural person who resides with such individual ; and ( c ) Material Interest means direct or indirect beneficial ownership ( as defined in Rule 13d-3 under the Exchange Act of 1934 ) of voting securities or other voting interests representing at least ten percent ( 10 % ) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent ( 10 % ) of the outstanding equity securities or equity interests in a Person .


This SECURITIES PURCHASE AGREEMENT (the Agreement) is dated as of the 10th day of March, 2017 (the Effective Date), by and among IFMI, LLC , a Delaware limited liability company (the Company), DGC Family Fintech Trust , a trust established by Daniel G. Cohen (Buyer), and solely for purposes of ArticleVI and Sections 7.3, 7.4, 7.5, and 7.6,Institutional Financial Markets,Inc., a Maryland corporation (the Parent).

This SECURITIES PURCHASE AGREEMENT ( the Agreement ) is dated as of the 10th day of March , 2017 ( the Effective Date ) , by and among IFMI , LLC , a Delaware limited liability company ( the Company ) , DGC Family Fintech Trust , a trust established by Daniel G . Cohen ( Buyer ) , and solely for purposes of ArticleVI and Sections 7 . 3 , 7 . 4 , 7 . 5 , and 7 . 6 , Institutional Financial Markets , Inc . , a Maryland corporation ( the Parent ) .


WHEREAS, Buyer desires to purchase from the Company , and the Company desires to issue and to sell to Buyer, upon the terms and conditions set forth in this Agreement, a convertible senior secured promissory note in the aggregate principal amount of Fifteen Million Dollars ( $15,000,000 <sup> ) (the Note Purchase Price), in substantially the form attached hereto as ExhibitA (the Note); and

WHEREAS , Buyer desires to purchase from the Company , and the Company desires to issue and to sell to Buyer , upon the terms and conditions set forth in this Agreement , a convertible senior secured promissory note in the aggregate principal amount of Fifteen Million Dollars ( $ 15 , 000 , 000 < sup > ) ( the Note Purchase Price ) , in substantially the form attached hereto as ExhibitA ( the Note ) ; and


WHEREAS, the parties hereto are executing and delivering this Agreement in reliance upon an exemption from registration afforded by the Securities Act of 1933 <sup> , as amended (the Securities Act ), and the rulesand regulations promulgated thereunder by the U.S. Securities and Exchange Commission (the SEC).

WHEREAS , the parties hereto are executing and delivering this Agreement in reliance upon an exemption from registration afforded by the Securities Act of 1933 < sup > , as amended ( the Securities Act ) , and the rulesand regulations promulgated thereunder by the U . S . Securities and Exchange Commission ( the SEC ) .


2.6 Common Stock means shares of the common stock of Parent, $0.001 par value per share.

2 . 6 Common Stock means shares of the common stock of Parent , $ 0 . 001 par value per share .


2.16 Exchange Act means the Securities Exchange Act of 1934 <sup> , as amended, and the rulesand regulations promulgated thereunder.

2 . 16 Exchange Act means the Securities Exchange Act of 1934 < sup > , as amended , and the rulesand regulations promulgated thereunder .


3.1 Purchase and Sale of Securities. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, on the Effective Date, (i)the Company agrees to sell and to issue to Buyer the Note in the initial aggregate principal amount of Fifteen Million Dollars ( $15,000,000 ), and (ii)Buyer agrees to pay to the Company the Note Purchase Price in exchange for the Note.

3 . 1 Purchase and Sale of Securities . Subject to the satisfaction ( or waiver ) of the terms and conditions of this Agreement , on the Effective Date , ( i ) the Company agrees to sell and to issue to Buyer the Note in the initial aggregate principal amount of Fifteen Million Dollars ( $ 15 , 000 , 000 ) , and ( ii ) Buyer agrees to pay to the Company the Note Purchase Price in exchange for the Note .


Except as set forth and disclosed in the disclosure schedule attached to this Agreement and made a part hereof or as disclosed or incorporated by reference in the Parents reports and forms filed with or furnished to the SEC under Sections 13, 14 or 15(d)of the Exchange Act , after December31, 2015 (other than any forward-looking disclosures set forth in any risk factor section or forward-looking statement disclaimer and any other disclosure that is similarly nonspecific and predictive or forward-looking in nature) (all such reports, the SEC Reports), the Company hereby makes the following representations and warranties to Buyer:

Except as set forth and disclosed in the disclosure schedule attached to this Agreement and made a part hereof or as disclosed or incorporated by reference in the Parents reports and forms filed with or furnished to the SEC under Sections 13 , 14 or 15 ( d ) of the Exchange Act , after December31 , 2015 ( other than any forward-looking disclosures set forth in any risk factor section or forward-looking statement disclaimer and any other disclosure that is similarly nonspecific and predictive or forward-looking in nature ) ( all such reports , the SEC Reports ) , the Company hereby makes the following representations and warranties to Buyer :


(i)there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any LLC Units, or Contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional LLC Units, or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any LLC Units; (ii)there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts or instruments evidencing indebtedness of the Company, or by which the Company is or may become bound; (iii)there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act ; ( <sup> iv)there are no financing statements securing any obligations of the Company; (v)there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the Companys consummation of the transactions described herein or therein; and (vi)there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no Contracts by which the Company is or may become bound to redeem a security of the Company.

( i ) there are no outstanding options , warrants , scrip , rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities or rights convertible into , any LLC Units , or Contracts , commitments , understandings or arrangements by which the Company is or may become bound to issue additional LLC Units , or options , warrants , scrip , rights to subscribe to , calls or commitments of any character whatsoever relating to , or securities or rights convertible into , any LLC Units ; ( ii ) there are no outstanding debt securities , notes , credit agreements , credit facilities or other Contracts or instruments evidencing indebtedness of the Company , or by which the Company is or may become bound ; ( iii ) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act ; ( < sup > iv ) there are no financing statements securing any obligations of the Company ; ( v ) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the Companys consummation of the transactions described herein or therein ; and ( vi ) there are no outstanding securities or instruments of the Company which contain any redemption or similar provisions , and there are no Contracts by which the Company is or may become bound to redeem a security of the Company .


solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act ) in connection with the offer or sale of any of the Securities.

solicitation or general advertising ( as those terms are used in Regulation D promulgated under the Securities Act ) in connection with the offer or sale of any of the Securities .


6.2 Listing and Maintenance Requirements; SEC Documents. The Common Stock is registered pursuant to Section12(b)of the Exchange Act , and the Parent has taken no action designed to, or that is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act , nor has the Parent received any notification that the SEC is contemplating terminating such registration. The Parent has filed all reports, schedules, forms, statements and other documents, together with any amendments thereto, required to be filed by it with the SEC under the Exchange Act ( <sup> all of the foregoing filed within the two (2)years preceding the Effective Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the SEC Documents). The Parent is current with its filing obligations under the Exchange Act and there are no outstanding comments from the SEC with respect to any report, schedule, form, statement and other document required to be filed by it with the SEC under the Exchange Act . True and complete copies of the SEC Documents are available on the SECs website (www.sec.gov) at no charge. As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act , and none of the SEC Documents, at the time they were filed with or furnished to the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

6 . 2 Listing and Maintenance Requirements ; SEC Documents . The Common Stock is registered pursuant to Section12 ( b ) of the Exchange Act , and the Parent has taken no action designed to , or that is likely to have the effect of , terminating the registration of the Common Stock under the Exchange Act , nor has the Parent received any notification that the SEC is contemplating terminating such registration . The Parent has filed all reports , schedules , forms , statements and other documents , together with any amendments thereto , required to be filed by it with the SEC under the Exchange Act ( < sup > all of the foregoing filed within the two ( 2 ) years preceding the Effective Date and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein , being hereinafter referred to as the SEC Documents ) . The Parent is current with its filing obligations under the Exchange Act and there are no outstanding comments from the SEC with respect to any report , schedule , form , statement and other document required to be filed by it with the SEC under the Exchange Act . True and complete copies of the SEC Documents are available on the SECs website ( www . sec . gov ) at no charge . As of their respective dates , the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act , and none of the SEC Documents , at the time they were filed with or furnished to the SEC , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein , in light of the circumstances under which they were made , not misleading .


7.6 Registration Rights. Upon issuance of any Conversion Shares by the Parent to Buyer, the Parent and Buyer shall execute a Registration Rights Agreement in a form reasonably satisfactory to Buyer and the Parent pursuant to which the Parent shall grant to such Buyer the rights to cause the Parent to register such Conversion Shares for resale under the Securities Act and under applicable state securities Laws.

7 . 6 Registration Rights . Upon issuance of any Conversion Shares by the Parent to Buyer , the Parent and Buyer shall execute a Registration Rights Agreement in a form reasonably satisfactory to Buyer and the Parent pursuant to which the Parent shall grant to such Buyer the rights to cause the Parent to register such Conversion Shares for resale under the Securities Act and under applicable state securities Laws .


the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which is permissible under applicable Law. The Company will not be liable to Buyer under this indemnity: (x)for any settlement by Buyer in connection with any Claim effected without the Companys prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; or (y)to the extent that a Claim is attributable to Buyers breach of any of the representations, warranties, covenants or agreements made by Buyer in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby. Notwithstanding anything to the contrary contained in this Section8.1 or anywhere else in this Agreement or in the Transaction Documents, the aggregate amount of indemnification which may be sought, claimed and/or recovered by the Buyer Indemnified Parties (collectively) from the Company pursuant to this Section8.1 relating to a breach of a representation or warranty by the Company (other than a breach of the Company Fundamental Representations), excluding the representation and warranty of the Company set forth in clause (ii)of Section5.5) shall not, under any circumstances, exceed Fifteen Million Dollars ( $15,000,000 ).

the extent that the foregoing undertaking by the Company may be unenforceable for any reason , the Company shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby , which is permissible under applicable Law . The Company will not be liable to Buyer under this indemnity : ( x ) for any settlement by Buyer in connection with any Claim effected without the Companys prior written consent , which consent shall not be unreasonably withheld , conditioned or delayed ; or ( y ) to the extent that a Claim is attributable to Buyers breach of any of the representations , warranties , covenants or agreements made by Buyer in this Agreement , the Transaction Documents or any other certificate , instrument or document contemplated hereby or thereby . Notwithstanding anything to the contrary contained in this Section8 . 1 or anywhere else in this Agreement or in the Transaction Documents , the aggregate amount of indemnification which may be sought , claimed and / or recovered by the Buyer Indemnified Parties ( collectively ) from the Company pursuant to this Section8 . 1 relating to a breach of a representation or warranty by the Company ( other than a breach of the Company Fundamental Representations ) , excluding the representation and warranty of the Company set forth in clause ( ii ) of Section5 . 5 ) shall not , under any circumstances , exceed Fifteen Million Dollars ( $ 15 , 000 , 000 ) .


9.19 WAIVER OF JURY TRIAL. EACH PARTY HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES,IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH BUYER AND THE COMPANY ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BUYER TO PURCHASE THE NOTE.

9 . 19 WAIVER OF JURY TRIAL . EACH PARTY HERETO , AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL , KNOWINGLY , VOLUNTARILY AND INTENTIONALLY WAIVES , IRREVOCABLY , THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON , OR ARISING OUT OF , UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT , OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH BUYER AND THE COMPANY ARE ADVERSE PARTIES . THIS PROVISION IS A MATERIAL INDUCEMENT FOR BUYER TO PURCHASE THE NOTE .


For value received, IFMI, LLC , a Delaware limited liability company (together with its successors and assigns, the Company), promises to pay to DGC Family Fintech Trust (the Holder), the principal amount of $15,000,000 , together with all accrued and unpaid interest thereon (the Outstanding Amount). This convertible senior secured promissory note (this Note) has been issued pursuant to that certain Securities Purchase Agreement (the Purchase Agreement) dated as of the date hereof by and between the Company and the Holder, and, for purposes of ArticleVI and Sections 7.3, 7.4, 7.5 and 7.6 thereof,Institutional Financial Markets,Inc. (the Parent). This Note is subject to the following terms and conditions:

For value received , IFMI , LLC , a Delaware limited liability company ( together with its successors and assigns , the Company ) , promises to pay to DGC Family Fintech Trust ( the Holder ) , the principal amount of $ 15 , 000 , 000 , together with all accrued and unpaid interest thereon ( the Outstanding Amount ) . This convertible senior secured promissory note ( this Note ) has been issued pursuant to that certain Securities Purchase Agreement ( the Purchase Agreement ) dated as of the date hereof by and between the Company and the Holder , and , for purposes of ArticleVI and Sections 7 . 3 , 7 . 4 , 7 . 5 and 7 . 6 thereof , Institutional Financial Markets , Inc . ( the Parent ) . This Note is subject to the following terms and conditions :


Section12.1Approval of Dissolution of the Company. If there is any Designated Non-Parent Member, Parent agrees that Parent shall not, without receiving advance approval by a Majority Vote of the Designated Non-Parent Members, adopt any plan of liquidation or dissolution or file a certificate of dissolution with respect to the Company.

Section12 . 1Approval of Dissolution of the Company . If there is any Designated Non-Parent Member , Parent agrees that Parent shall not , without receiving advance approval by a Majority Vote of the Designated Non-Parent Members , adopt any plan of liquidation or dissolution or file a certificate of dissolution with respect to the Company .


and DGC Family Fintech Trust ,< <sup> br/>

and DGC Family Fintech Trust , & lt ; < sup > br / & gt ;


2,749,167 shares of Parent common stock are issuable upon conversion of the $8,247,501 in Convertible Senior Promissory Notes originally issued to Mead Park Capital Partners LLC and EBC 2013 Family Trust (as assignee of Cohen Bros. Financial, LLC ) at a conversion price of $3.00 per share, subject to customary anti-dilution adjustments

2 , 749 , 167 shares of Parent common stock are issuable upon conversion of the $ 8 , 247 , 501 in Convertible Senior Promissory Notes originally issued to Mead Park Capital Partners LLC and EBC 2013 Family Trust ( as assignee of Cohen Bros . Financial , LLC ) at a conversion price of $ 3 . 00 per share , subject to customary anti-dilution adjustments


Cohen & Company Financial Management, LLC

Cohen & amp ; Company Financial Management , LLC


Cohen& Company Management, LLC (DE)

Cohen & amp ; Company Management , LLC ( DE )


Dekania Investors, LLC (DE)


This Note Purchase Agreement , dated as of February 6, 2017 (this Agreement), is entered into by and between Bone Biologics Corporation , a Delaware corporation, (the Company) and Hankey Capital, LLC (HIC) and The Musculoskeletal Transplant Foundation (MTF) (each an Investor and collectively the Investors).

This Note Purchase Agreement , dated as of February 6 , 2017 ( this Agreement ) , is entered into by and between Bone Biologics Corporation , a Delaware corporation , ( the Company ) and Hankey Capital , LLC ( HIC ) and The Musculoskeletal Transplant Foundation ( MTF ) ( each an Investor and collectively the Investors ) .


B. On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to Investor, a Note in the principal amount of $1,000,000 (the Purchase Price).

B . On the terms and subject to the conditions set forth herein , each Investor is willing to purchase from the Company , and the Company is willing to sell to Investor , a Note in the principal amount of $ 1 , 000 , 000 ( the Purchase Price ) .


(a) Due Incorporation, Qualification , etc. The Company (i) is a corporation duly incorporated, and is validly existing under, the laws of the state of Delaware ; (ii) has the power and authority to own, lease and operate its properties and carry on its business as now conducted; and (iii) is duly qualified, licensed to do business and in good standing as a foreign entity in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company.

( a ) Due Incorporation , Qualification , etc . The Company ( i ) is a corporation duly incorporated , and is validly existing under , the laws of the state of Delaware ; ( ii ) has the power and authority to own , lease and operate its properties and carry on its business as now conducted ; and ( iii ) is duly qualified , licensed to do business and in good standing as a foreign entity in each jurisdiction where the failure to be so qualified or licensed could reasonably be expected to have a material adverse effect on the Company .