Exhibit 10.1

TECHNOLOGY LICENSE AGREEMENT

among

ENTSORGAFIN S.P.A.,

E.N.A RENEWABLES, LLC,

and

BIOHITECH GLOBAL, INC.

Dated as of November 1, 2017

This TECHNOLOGY LICENSE AGREEMENT (the “Agreement”), dated as of November 1, 2017 (the “Effective Date”), among Entsorgafin S.P.A., an Italian joint stock company (“Licensor”), E.N.A. Renewables, LLC, a Delaware limited liability company (“Licensee”), and BIOHITECH GLOBAL, INC., a Delaware corporation and parent of the Licensee (“Parent”)

W I T N E S S E T H:

WHEREAS, Licensor has developed high efficiency biological treatment technology (“HeBiot”) for use in solid waste conversion and treatment facilities, which technology is the subject of U.S. Patent Application No. 12/568,519, entitled “Ventilation Group for Flow Reversal,” published on March 31, 2011 as publication number US 2011-0076935 A1 (the “Patent”) and is in possession of valuable know-how and technical information relating to such inventions (the “Know-how” and, together with the Patent, the “Entsorgafin Technology”) as contemplated by and defined in that certain Development Agreement, dated May 2, 2012 as amended on February 29, 2016 and on or about the date hereof (the “Development Agreement”) between Licensor and Apple Valley Waste Conversions, LLC (“AVWC”).

WHEREAS, pursuant to the Project Agreement entered into by AVWC and the Parent on 5 May 2017 (the “Project Agreement”), AVWC has granted the Parent with a non-exclusive right under the Development Agreement to develop Facilities (as defined in the Project Agreement) in certain geographic areas.

WHEREAS, the Licensee or a newly formed subsidiary of Licensee, both of which are Parent’s subsidiaries, shall serve the Project as ProjectCo (as defined in the Development Agreement).

WHEREAS, subject to the terms and conditions set forth herein and other than as provided for herein, the Licensor desires to grant to the Licensee, which is willing to accept, a non-exclusive, non-assignable and otherwise non-transferable license to use the Entsorgafin Technology exclusively in connection with the design, development, construction, installation and operation of a plant (the “Plant”) having a design capacity of maximum 165,000 tons planned to be located in Orange Country, NY (the “Territory”) as more specifically provided herein (the “Project”).

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Article I

DEFINITIONS; INTERPRETATION

Section 1.1.              Definitions Generally . Defined terms in this Agreement and in the Appendices and Schedules to this Agreement, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings assigned to them in Schedule A to this Agreement. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement and the Appendices and Schedules hereto.

Section 1.2.              Interpretation Generally . Unless the express context clearly indicates otherwise:

Article II

THE License

Section 2.1.              Grant of the License . Upon the terms and subject to the conditions set forth in this Agreement, with effect from the closing (the “Closing”), the Licensor hereby grants to Licensee a Non-Exclusive License of the Entsorgafin Technology (the “License”) to design, construct, build and install the Plant and use the process(es) or method(s) covered by the Patent exclusively in connection with, and limited to, the Project. So long as Licensee is not in default with respect to any provision of this Agreement, Licensor will not assert the Patent to prevent Licensee from designing, constructing, building and installing the Plant. Notwithstanding anything to the contrary contained in this Agreement, the parties agree that in case the Licensee develops an alternative facility ( i.e. , a facility other than the Plant) in the Exclusive Territory (as defined in the Development Agreement) prior to the completion of the Plant, the Licensee may assign the License for the purpose of such alternative facility; additionally, if the final design capacity of the first facility is less than 165,000 tons per year, the Licensee will be permitted to credit any unused license fee to the next facility developed by Licensee until such time that the entire 165,000 tons per year of the license fee is fully utilized.

Section 2.2.              Use of the Entsorgafin Technology . In connection with the Project, Licensee shall not (and shall cause that any of its Affiliates shall not), directly or indirectly, design, procure, construct, make, import, operate and use any mechanical biological waste treatment plant which encompasses, is based upon or contemplates the use of technology and know-how different from Entsorgafin Technology, other than equipment, components or software for the Plant that are not supplied by Licensor (and/or its Affiliates) in accordance with the Plant Supply Agreement (as defined in the Development Agreement) that, pursuant to the terms and conditions of the Development Agreement, will be negotiated and entered into by the Parties as soon as the general technical details of the Plant will be determined and conditioned upon receipt of the necessary permitting, it being understood that Licensee and Parent are knowledgeable with the general supply terms and conditions applied by Licensor and/or its Affiliates. In respect of any other component required for the Plant, Licensee shall consult Licensor, who (or any of its Affiliates) shall be the preferred supplier in respect of such components provided that Licensor’s components are of sufficient quality, and the prices are competitive, for the Project. For the avoidance of doubt, Licensee is not granted any right to, and shall not, directly or indirectly, exploit the Patent or the Know-how by designing, procuring, constructing, making, operating, using or selling any plant other than the Plant in connection with any project other than the Project or license or authorize any third party to do so.

Section 2.3.              License rights . The License granted under this Agreement is limited to the Entsorgafin Technology and nothing in this Agreement shall be construed to grant Licensee any additional rights or license to any trademark, trade name, certification mark, service mark, domain name, product name, logo, patent, technical information, or copyright now or hereafter owned by Licensor, other than as specified in the Agreement. With exclusive reference to the License granted to Licensee under this Agreement, all rights not granted to Licensee are reserved to Licensor. Licensee: (a) shall not do any act or thing which prejudices, misappropriates, or impairs the rights of Licensor with respect to the Entsorgafin Technology; (b) except for the License granted hereunder, will never represent that it has any right, title, or interest in or to Entsorgafin Technology or in any application or registration for them; (c) shall not use (except as expressly permitted hereunder), register or attempt to register any Entsorgafin Technology, trademarks, service marks, trade names, logos, domain names, metatags, meta descriptors, or electronic mail (e-mail) addresses, server names, search-engine markers, that are identical to, or confusingly similar to or referencing Entsorgafin Technology, or any other patents, trademarks, service marks, trade names or domain names of Licensor; and (d) shall employ symbols and/or words in connection with its use of Entsorgafin Technology that identify Licensee as the user of Entsorgafin Technology.

Section 2.4.              Approval . In so far the use of the Entsorgafin Technology in the Territory requires the consent or approval of any Regulatory Body or official body of the Government of the Territory or any part thereof, the parties shall each use their respective best efforts to obtain any approvals promptly.

Section 2.5.              Royalty payment . Upon the terms and subject to the conditions set forth in this Agreement, in consideration of any and all the rights granted by Licensor to Licensee under this Agreement, Licensee shall pay to Licensor as “One Time License Fee” as set forth in Schedule B of the Development Agreement the amount of Six Million Nineteen Thousand Two Hundred Dollars ($6,019,200) (the “License Fee”) which has been determined as follows:

As a portion of the License Fee, Licensee and/or Parent shall pay the Italian and United States withholding taxes and like kind taxes of the Licensor to the respective Italian and United States taxing authorities up to a maximum amount of Eight Hundred Thirty Nine Thousand Six Hundred Seventy Eight Dollars and Forty Cents ($839,678.40) (the “Maximum Tax Payment”) of which Four Hundred Eighty One Thousand Five Hundred Thirty Six Dollars ($481,536.00) (the “Initial Tax Payment”) shall be paid in cash no later than December 20, 2017 and Three Hundred Fifty Eight Thousand One Hundred Forty Two Dollars and Forty Cents ($358,142.40) (the “Future Tax Payment”) shall be paid in cash at a future date not to be later than March 31, 2018, as per this Agreement.

Licensee shall pay Licensor the balance of the License Fee of Five Million One Hundred Seventy Nine Thousand Five Hundred Twenty One Dollars and Sixty Cents ($5,179,521.60) (the “Stock Consideration Fee”) at Closing. The Stock Consideration Fee shall be paid by Licensee and Parent to Licensor in consideration for the grant of the License in 1,035,905 shares (the “Stock Consideration”) of Parent’s common stock, par value $0.0001 per share (the “Parent Stock”) equal to the Stock License Fee divided by the value of $5.00 per share. Parent and Licensee agree and warrant that the Stock Consideration corresponds to approximately 10.8% of the issued and outstanding common stock of Parent at the time of closing and estimates that the Stock Consideration represents approximately 6.2% of the fully diluted shares of Parent at the time of closing.

The Stock Consideration shall be subject to a Registration Rights Agreement in the form attached hereto as Exhibit “B” (the “Registration Rights Agreement”) to be entered into by the parties thereto at the Closing Date. Licensor expects and assumes that the Stock Consideration shall be registered or become freely tradable (and in any case fully equivalent and fungible with the shares owned, directly or indirectly, by Frank E. Celli) by the end of the second anniversary of the Closing Date.

Licensee and Parent shall provide Licensor with any document or other relevant tax certification in relation to withholding taxes paid by the Licensee and Parent necessary to Licensor.

Section 2.6.              Closing; Delivery and Payment .

Section 2.7.              Tax Withholding . Notwithstanding anything to the contrary in this Agreement or in any Ancillary Agreement, the Licensee will be entitled to deduct and withhold from any consideration payable under this Agreement (and any ancillary agreement) any Italian or United States withholding or like kind taxes or other amounts required under the laws of the Italian Republic, the United States, or any applicable law to be deducted, withheld and paid directly to the Italian and United States taxing authorities. To the extent any such amounts are so deducted and withheld, such amounts will be treated for all purposes of this Agreement (and any ancillary agreement) as having been paid to the Licensor as part of the License Fee hereunder.

Article III

THE PATENT

Section 3.1.              Formal Patent license . The Licensor or the Licensee (as the case may be) shall at the other’s written request and cost execute a license in such terms as may be required by the relevant Law (but substantially in the form set out in Exhibit “B”) in respect of the Patent for registration by the other (and at the other’s cost) at the relevant “Patent Office” in the Territory so that this Agreement shall not in any circumstances be registered or recorded unless the parties are required by law so to do. If there shall be any inconsistencies between the terms of any such formal license and the provisions of this Agreement the latter shall prevail.

Article IV

IMPROVEMENTS

Section 4.1.              Licensee’s Improvements . The Licensee and any of its Affiliates shall promptly communicate and explain any Licensee’s Improvement to the Licensor in full detail and shall transfer and assign to the Licensor any right to such Licensee’s Improvements and any such application or patent free of charge to the Licensor, whereupon the Licensor shall become the sole legal and beneficial owner of the Licensee’s Improvements and the Licensee shall have a license in respect of such Licensee’s Improvements on the same terms, mutatis mutandis , as the License granted under Section 2.1. and subject to the terms and conditions set forth in this Agreement. The Licensor shall promptly communicate and explain any Licensor’s Improvement to the Licensee in detail.

Section 4.2.              License to Licensor’s Improvements . Licensee shall have a license to use the Licensor’s Improvements not amounting to a Major Improvement (as such term is defined below) on the same terms, mutatis mutandis , as the license granted under Section 2.1. and subject to the terms and conditions set forth in this Agreement.

Section 4.3.              Major Improvements . No license is granted to Licensee with respect to Licensor’s Improvements that materially (i) affect the performances and efficiency of the Plant, (ii) make the Plant more efficient or adaptable, or (iii) enable the Plant to be manufactured, operated or used more cheaply or efficiently or to a higher qualitative or quantitative standard of performance (the “Major Improvements”). In case Licensee communicates to Licensor its interest in any Major Improvement, the parties shall negotiate in good faith reasonable financial provisions and other reasonable terms and conditions of a license in respect of such Major Improvements and the supply and erection of any Component for the Plant required by the Major Improvement.

Section 4.4.              Licensee’s precautions . The Licensee shall exercise all precautions reasonably normal in the industry to keep any information relating to the Improvements secret and to minimize the risk of unauthorized disclosure or use by its employees and officers of such information in accordance with Section 15.2.

Article V

INSPECTION AND TEST SUPERVISION

Section 5.1.              Inspection . Licensor shall have the right, upon reasonable prior written notice to Licensee and during normal working hours, to send representatives at Licensor’s expense to the site where the Plant is under construction for reasonable periods of time to inspect the Plant’s construction, to determine Licensee’s compliance with the provisions of this Agreement, and to show the Plant to potential Licensor’s customers. Licensor and its representatives shall comply with the security and health & safety rules applicable to the site and shall not hinder the operations of the Plant.

Section 5.2.              Test supervision . Without prejudice to Licensor’s rights and obligations pursuant to the Ancillary Agreements, Licensor shall have the right to attend, monitor and check the test supervision activities to be performed by Licensee on site.

Article VI

ACTIONS AGAINST INFRINGERS

Section 6.1.              Suspected infringement . The parties shall notify each other of any suspected infringement in the Territory of the Entsorgafin Technology or the Improvements by any third party (an “Infringer”) which come to their notice and shall consult with each other about what to do to deal with such suspected infringements for at least sixty (60) days (or such shorter period as is reasonable where injunctive relief is to be sought) after receipt of the notice, unless otherwise agreed upon among the parties.

Section 6.2.              Proceedings against Infringers . The Licensor shall notify the Licensee if it decides to commence or commences proceedings against an Infringer and the Licensee shall execute (at the Licensor’s expense) any documents and do any other things reasonably necessary or desirable for the prosecution of the action. If the Licensor fails to take or notifies the Licensee of its intention not to take and maintain proceedings against an Infringer in the Territory at the Licensor’s expense then the Licensee shall be entitled to do so (and, if necessary, in the Licensor’s name) at its own expense and, subject to as set forth herein below, shall be entitled to any damages or other compensation recovered. The Licensor shall have the right to participate in the proceeding initiated by the Licensee at the Licensor’s request and cost. If the Licensor exercises such right then any damage or other compensation recovered shall (after reimbursement to the Licensee of the Licensee’s costs) be shared by the Parties in proportion to their respective losses and damages.

Article VII

REPRESENTATIONS AND WARRANTIES OF Licensor

Except as set forth in the Schedules, Licensor hereby represents and warrants to Licensee and Parent as of the date hereof and as of the Closing Date (except for the representations and warranties that are made as of a specific date, which shall be made as of such date) as follows:

Section 7.1.              Organization and Qualification . The Licensor is duly incorporated and is validly existing under the Laws of Italy. The Licensor has all requisite corporate power and authority to own or lease and operate its properties and assets and to carry on its business as currently conducted. The Licensor is duly qualified to do business as a foreign entity, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the Licensor’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 7.2.              Authorization . The Licensor has sufficient corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which each is (or will be) a party, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Licensor of this Agreement and each of the Ancillary Agreements to which each is (or will be) a party has been duly and validly authorized by the Licensor and no additional limited liability company or corporate (as applicable) authorization or consent by the Licensor is required in connection therewith.

Section 7.3.              Binding Effect . This Agreement and each of the Ancillary Agreements to which the Licensor is (or will be) a party, when executed and delivered by the parties thereto, constitutes (or will constitute) a valid and legally binding obligation of the Licensor, enforceable against the Licensor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 7.4.              Consents . Except as set forth on Schedule 7.4 (the “Licensor Consents”), no consent, approval, waiver, filing or authorization is required to be obtained by the Licensor from, or to be given by the Licensor to, or made by Licensor with, any Person (including a Governmental Entity or securities exchange), in each case, as a result of the execution, delivery or performance by the Licensor of this Agreement and the Ancillary Agreements, except for such consents, approvals, waivers, filings or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to be material to the Licensor or materially adversely affect Licensor’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 7.5.              Non-Contravention . The execution, delivery and performance by the Licensor of this Agreement, each of the Ancillary Agreements to which it is (or will be) a party, and the consummation of the transactions contemplated hereby and thereby, will not (a) result in a breach or violation of, or default under any provision of the Organizational Documents of the Licensor, (b) assuming the receipt of all Licensor Consents, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (with or without notice or the lapse of time or both) of any right or obligation of the Licensor under, or result in a loss of any benefit to which the Licensor is entitled under, any Contract to which Licensor is a party, or result in the creation of any Lien upon any of the License, (c) assuming the receipt of all Licensor Consents, violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which the Licensor is subject, or (d) result in the creation or imposition of a material Lien upon, or the forfeiture of, the License; except, in each case of clauses (b) and (c) above, for such violations, breaches, defaults or other matters that would not reasonably be expected to be material to Licensor or materially adversely affect the Licensor’s ability to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party.

Section 7.6.              License . The Licensor has sole and exclusive, good and marketable title to the License, free and clear of all Liens (other than Permitted Liens).

Section 7.7.              Litigation and Claims . There are no Litigations pending or, to Licensor’s Knowledge, threatened against Licensor that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Licensor’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement to which it is a party, or to timely consummate the transactions contemplated hereby or thereby. There are no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against Licensor that, individually or in the aggregate, would reasonably be expected have a material adverse effect on Licensor’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 7.8.              Finders’ Fees . There is no fee or commission payable by Licensor or any of its Affiliates to any investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Licensor or any of its Affiliates in connection with the transactions contemplated hereby.

Section 7.9.              No Other Representations . Except for the representations and warranties contained in this Article VII, in any certificate or instrument delivered hereunder or in any Ancillary Agreement, neither Licensor nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Licensor, whether by Licensor or any Affiliate of Licensor or any of their respective Representatives, including any representation or warranty as to the accuracy or completeness of any information regarding Licensor, or the License furnished or made available to Licensee and its Representatives (including any information, documents or other material delivered or made available to Licensee, management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Business, or any representation or warranty arising by Law. Any such other representations or warranties are hereby expressly disclaimed by Licensor.

Section 7.10.           Status of Licensor . The Licensor is, at Closing, taking the Stock Consideration for investment and not distribution of same and is either: an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); or a non-U.S. investor as defined under Regulation S of the Securities Act.  The Licensor hereby represents and warrants that, either by reason of the Licensor’ business or financial experience or the business or financial experience of the Licensor’s advisors (including, but not limited to, a “purchaser representative” (as defined in Rule 501(h) promulgated under Regulation D), attorney and/or an accountant each as engaged by each of the Licensor at its sole risk and expense) each of the Licensor (a) has the capacity to protect its own interests in connection with the transaction contemplated hereby and/or (b) the Licensor has prior investment experience, including investments in securities of privately-held companies or companies whose securities are not listed, registered, quoted and/or traded on a national securities exchange, to the extent necessary, the Licensor has retained, at its sole risk and expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement.

Section 7.11.           Restricted Securities . The Licensor agrees, acknowledges and understands that the shares representing the Stock Consideration will bear restrictive legends in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates):

THESE SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Article VIII

REPRESENTATIONS AND WARRANTIES OF LICENSEE AND PARENT

Licensee and Parent hereby represent and warrant to Licensor as of the date hereof and as of the Closing Date (except for the representations and warranties that are made as of a specific date, which shall be made as of such date) as follows:

Section 8.1.              Organization and Qualification . Licensee and Parent are either duly organized or incorporated (as applicable), and are validly existing and in good standing (to the extent such a concept exists under its jurisdiction of organization) under the Laws of their jurisdiction of organization. Licensee and Parent have all requisite corporate (or similar entity) power and authority to own and operate their properties and assets and to carry on their business as currently conducted. Licensee and Parent are duly qualified to do business as a foreign entity and are in good standing (to the extent such a concept exists under their jurisdictions of organization), in each jurisdiction where the ownership or operation of their properties and assets or the conduct of its business requires such qualification, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Licensee or Parent or their ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 8.2.              Authorization . Licensee and Parent have sufficient corporate (or similar entity) power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is (or will be) a party, and to perform their obligations hereunder and thereunder. The execution, delivery and performance by Licensee and Parent of this Agreement and each of the Ancillary Agreement to which it is (or will be) a party, have been duly and validly authorized by Licensee and Parent and no additional corporate (or similar entity) authorization or consent by Licensee and Parent is required in connection therewith.

Section 8.3.              Binding Effect . This Agreement and each of the Ancillary Agreements to which Licensee and Parent are (or will be) a party, when executed and delivered by the parties thereto, constitutes (or will constitute) a valid and legally binding obligation of Licensee and Parent, enforceable against Licensee and Parent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Section 8.4.              Consents . Except as set forth on Schedule 8.4 (the “Licensee and Parent Consents” and collectively with the Licensor Consents, the “Consents”), no consent, approval, waiver, filing or authorization is required to be obtained by Licensee and Parent from, or to be given by Licensee and Parent to, or made by Licensee and Parent with, any Person (including a Governmental Entity or securities exchange), in each case, as a result of the execution, delivery or performance by Licensee and Parent of this Agreement and the Ancillary Agreements, except for such consents, approvals, waivers, filings or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 8.5.              Non-Contravention . The execution, delivery and performance by Licensee and Parent of this Agreement and each Ancillary Agreement to which it is (or will be) a party, and the consummation of the transactions contemplated hereby and thereby, will not (a) result in a breach or violation of, or default under any provision of the Organizational Documents of Licensee and Parent, (b) assuming the receipt of all Licensee and Parent Consents, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or acceleration (with or without notice or the lapse of time or both) of any right or obligation of Licensee and Parent under, or result in a loss of any benefit to which Licensee and Parent are entitled under, any Contract to which Licensee and Parent are a party or result in the creation of any Lien upon any of their assets or (c) assuming the receipt of all Licensee and Parent Consents, violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Licensee and Parent are subject; except, in each case of clauses (b) and (c) above, for such violations, breaches, defaults or other matters that would not reasonably be expected to be material to Licensee and Parent materially adversely affect Licensee’s or Parent’s ability to perform its obligations under this Agreement or any Ancillary Agreement to which it is a party.

Section 8.6.              Finders’ Fees . There is no fee or commission payable by Licensee, Parent or any of their Affiliates to any investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Licensee, Parent or any of their Affiliates in connection with the transactions contemplated hereby.

Section 8.7.              Litigation and Claims . There are no Litigations pending or, to Licensee and Parent’s Knowledge, threatened against Licensee and Parent that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement to which it is a party, or to timely consummate the transactions contemplated hereby or thereby. There are no unsatisfied judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a court, an administrative agency or by an arbitrator) against Licensee and Parent that, individually or in the aggregate, would reasonably be expected have a material adverse effect on Licensee’s or Parent’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 8.8.              Issuance of Stock Consideration . The Stock Consideration to be issued under this Agreement will be duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, free and clear of all liens by the Parent other than restrictions and transfer as provided herein.

Section 8.9.              No Other Representations . Except for the representations and warranties contained in this Article VIII, in any certificate or instrument delivered hereunder or in any Ancillary Agreement, neither Licensee, Parent nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Licensee or Parent, whether by Licensee, Parent or any Affiliate of Licensee and Parent or any of their respective Representatives. Any such other representations or warranties are hereby expressly disclaimed by the Licensee or Parent.

Article IX

COVENANTS

Section 9.1.              Further Assurances . At any time after the date hereof, but subject to the terms and conditions hereof, Licensor and Licensee shall promptly execute, acknowledge and deliver any such documents and instruments and shall take, or cause to be taken, such further actions as may be reasonably requested by Licensee or Licensor, as the case may be, and necessary for Licensee or Licensor, as the case may be, to satisfy their respective obligations hereunder. After the Closing, (a) Licensor shall promptly execute and deliver to or cause to be executed and delivered to Licensee such further instruments of transfer and conveyance and use Reasonable Best Efforts to take such other reasonable action as Licensee may reasonably require to carry out more effectively and completely the grant of the License contemplated by this Agreement, and (b) the parties shall use Reasonable Best Efforts to give effect to the other transactions contemplated hereby.

Section 9.2.              Compliance with Laws . Licensee shall comply with all applicable laws and regulations, in all material respects including safety legislation, importation/exportation of materials, manufacture, marketing, distribution, and all other activities associated with the Entsorgafin Technology. Licensor accepts no responsibility or liability for, and Licensee agrees to defend and hold Licensor harmless from any actions arising from the noncompliance of Licensee or its Affiliates with any applicable laws and regulations. Licensee shall be responsible for the compliance of its Affiliates with all applicable laws and regulations .

Article X
TAX MATTERS

Section 10.1.           Taxation . The parties intend that the transactions set forth in this Agreement are intended to qualify as a payment pursuant to Article 12 of the United States-Italy Income and Capital Tax Convention, effective as of January 1, 2010.

Section 10.2.           Tax Withholding Expenses . At the Closing, Licensee or Parent shall withhold from the License Fee the Maximum Tax Payment to be remitted to the Italian and/or United States taxing authorities, the tax amounts, addresses and/or wire instructions of such items to be provided to the Licensee by the Closing. Licensee will pay the Future Tax Payment in US dollar amounts (or equivalent in Euros) for taxes actually due above the Initial Tax Payment for the grant of the License with the total sum of the Licensee’s and Parent’s obligation not in any event to exceed for both the Initial Tax Payment and the Future Tax Payment, the Maximum Tax Payment of Eight Hundred Thirty-Nine Thousand Six Hundred Seventy Eight Dollars and Forty Cents ($839,678.40). In the event the Italian or United States taxation authorities determine that the Initial Tax Payment is insufficient to pay Licensor’s actual withholding amount (the “Actual Tax Fee”), Licensor must provide a written demand, which shall include the amount of the payment demand (“Tax Shortfall”), the entity making the demand, and the address to pay such entity on or before May 31, 2018 (the “Tax Demand Notification”). Licensee shall pay the appropriate tax authority an additional amount in cash equal to the Tax Shortfall but in no event shall such payment, including the Initial Tax Payment, exceed the Maximum Tax Payment. If the Licensee/Parent is not required by the Italian or United States taxing authorities to pay an amount equal to the Maximum Tax Payment, Licensee/Parent shall increase the number of shares of the stock consideration to the Licensor to equal the License Fee, valued as of the date of the Closing.

Section 10.3.           Tax Payment Guaranty . If the Shortfall Payment, in an amount when added to the Initial Tax Payment, is less than or equal to the Maximum Tax Payment, and if it is not paid by the Licensee or Parent to the respective taxing authorities on or before May 31, 2018, without prejudice to any additional remedy available to Licensor, the amount unpaid shall be subject to a penalty fee equal to 25% per year of the outstanding balance due, until the payment is received by the Licensor or the respective taxing authorities AND, Licensee shall not be permitted to utilize the License until the applicable payment, including all accrued penalties, is paid to Licensor or the respective taxing authority. Upon receipt of a Tax Demand Notification, the Licensee and Parent, shall have ten (10) days to provide a written objection to the Licensor.

Section 10.4.           Release; Indemnification . Upon the earlier of May 31, 2018 or the payment of the Initial Tax Payment and the Tax Shortfall in an amount not to exceed the Maximum Tax Payment, each of Licensor and Licensee shall bear, pay and discharge its respective Italian, United States or other tax charges and liabilities imposed upon each of them in relation to the License. This provision shall survive the Closing.

Article XI

SURVIVAL; INDEMNIFICATION

Section 11.1.           Conditions to Obligations of Licensee and Parent . The obligations of Licensee and Parent to consummate the Closing are also subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

Section 11.2.           Conditions to Obligations of Licensor. The obligations of Licensor to consummate the Closing are also subject to the satisfaction or waiver, at or prior to the Closing Date, of each of the following conditions:

Section 11.3.           Indemnification by Licensor. Subject to the terms of this Article XI, from and after the Closing, Licensor shall indemnify Licensee, Parent, and their Affiliates and their respective officers, directors, equity holders, managers, members, employees, successors and permitted assigns (collectively, the “Licensee Indemnified Parties”) and hold them harmless from and against any and all losses incurred or suffered by a Licensee Indemnified Party resulting from, arising out of or related to:

Section 11.4.           Indemnification by Licensee . Subject to the terms of this Article XI, from and after the Closing, Licensee shall indemnify Licensor and its Affiliates and their respective officers, directors, equity holders, managers, members, employees, successors and permitted assigns (collectively, the “Licensor Indemnified Parties”) and hold them harmless from and against any and all losses incurred or suffered by a Licensor Indemnified Party resulting from, arising out of or related to:

Section 11.5.           Third-Party Claim Indemnification Procedures .

Section 11.6.           Limitation of Liability . Notwithstanding any provision of this Article XI to the contrary, an Indemnified Party shall not be entitled to indemnification with respect to any inaccuracy or breach of any representation or warranty made in this Agreement (i) unless the Damages sustained, suffered or incurred for which the Indemnifying Party would be liable by reason of any single breach or series of related breaches exceeds an amount equal to $25,000 (the “Threshold Amount”), in which event the Indemnified Party shall be entitled to recover the amount of all Damages in excess of the Threshold Amount, subject to indemnification with respect to any inaccuracy or breach of any representation or warranty made in this Agreement. Notwithstanding any other provision of this Article XI to the contrary, the aggregate maximum liability of the Licensor for any inaccuracy of any representation or warranty made in this Agreement and for any losses that may become due under, and for any matters arising out of or in connection with, any one or more of this Agreement and/or Ancillary Agreements, and howsoever arising whether in respect of termination of the Agreement or any and/or all of the Ancillary Agreements shall not exceed, in the aggregate, an amount equal to $1,000,000 (the “Cap”). Nothing herein shall be deemed to limit or restrict in any manner any rights or remedies that (i) any party has, or might have, at Law, in equity or otherwise, against any other Person, based on fraud, or (ii) any party has, or might have, at Law, in equity or otherwise, against any other party based on any breach of a covenant of the Development Agreement (the “Excluded Claims”).

Article XII 

TERM

Section 12.1.           Effective date . This Agreement shall commence on the Closing Date and shall continue as long as the Plant is operated or used by the Licensee, unless early terminated by either Party as set forth in Article XIII.

Article XIII 

TERMination

Section 13.1.           Termination by the Licensor . This Agreement may be terminated with immediate effect by the Licensor by written notice to the Licensee in the event of one or more of the following: (i) if the Licensee goes into liquidation (other than voluntary liquidation for the purpose of a bona fide reconstruction or amalgamation the terms of which have been approved in advance by the Licensor in writing, such approval not to be unreasonably withheld or delayed) or is dissolved or struck off; (ii) if the Licensee suffers the appointment of a receiver, administrative receiver or administrator (or any similar official or process under the law of its domicile or place of incorporation) of the whole or any part of its assets or is the subject of any bankruptcy proceedings; (iii) if the Licensee is in fundamental breach of any of the provisions of this Agreement and fails to remedy such breach (where it is capable of being remedied) within ninety (90) days of notice from the Licensor specifying such breach; (iv) if the Licensee defaults or delays to pay any amount due to the Licensor in accordance with this Agreement; (v) in the event of a material breach by the Parent of the Registration Rights Agreement and such breach has not been cured upon thirty (30) days’ notice by Licensor; (vi) if the Licensee is delayed in the performance of any of its obligations hereunder by reason of Force Majeure for a continuous period exceeding a hundred and twenty (120) days or for periods exceeding a hundred and twenty (120) days when aggregated in any period of a hundred and eighty (180) days.

Section 13.2.           Termination by the Licensee . This Agreement may be terminated with immediate effect by the Licensee by written notice to the Licensor in the event of one or more of the following: (i) if the Licensor goes into liquidation (other than voluntary liquidation for the purpose of a bona fide reconstruction or amalgamation) or is dissolved or struck off; (ii) if the Licensor is unable to pay its debts as they mature or suffers the appointment of a receiver, administrative receiver or administrator (or any similar official or process under the law of its domicile or place of incorporation) of the whole or any part of its assets or is the subject of any bankruptcy proceedings; (iii) if the Licensor is in fundamental breach of any of the provisions of this Agreement and fails to remedy such breach (where it is capable of being remedied) within ninety (90) days of notice from the Licensee specifying such breach; (iv) if the Licensor is delayed in the performance of any of its obligations hereunder by reason of Force Majeure for a continuous period exceeding ninety (90) days or for periods exceeding a hundred and twenty (120) days when aggregated in any period of a hundred and eighty (180) days.

Article XIV 

CONSEQUENCES OF TERMination

Section 14.1.           Expiration of term . Upon termination of this Agreement by expiration of its term in compliance with Article XII then the License and the license granted under Article IV shall automatically terminate.

Section 14.2.           Upon termination of this Agreement pursuant to Section 13.1. or 13.2.: (i) any license granted pursuant to this Agreement shall automatically terminate; (ii) the Licensee shall cease to exploit the Entsorgafin Technology and shall return to the Licensor all the drawings and technical documents belonging to the Licensor, or created on the basis of information provided by the Licensor, relating to the Project and all copies thereof in its or any of the Licensee’s Associates’ possession, power or custody or in that of any contractor of the Licensee or any of its Associates; and (iii) the provisions of Sections 15.1., 15.2. and 15.11. shall continue in force and effect. The termination of this Agreement shall be without prejudice to any rights of either party which may have accrued up to the date of such termination and the rights to terminate this Agreement are not intended to be exclusive but shall be in addition to every other remedy or right now or hereafter existing including the right to recover damages and to a decree requiring any appropriate performance required by this Agreement.

Article XV 

MISCELLANEOUS

Section 15.1.           Notices . All notices, consents, waivers, agreements or other communications hereunder shall be deemed effective or to have been duly given and made, only if in writing, (a) on the date of delivery if served by personal delivery upon the party for whom it is intended, (b) one (1) Business Day following the day sent by overnight courier or (c) on the date sent by facsimile transmission or email of a PDF document, with written confirmation of transmission, in each case, to such party at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such party:

To Licensee and Parent:

E.N.A. Renewables, LLC

BioHiTech Global, Inc.

80 Red Schoolhouse Road, Suite 101

Chestnut Ridge, NY 10977

E-mail: fcelli@biohitech.com

Attention: Frank E. Celli

With a copy (which shall not constitute notice) to:

Kane Kessler, P.C.

666 Third Avenue

New York, New York 10017

Telephone: (212) 519-5109

Facsimile: (212) 245-3009

E-mail: pcampitiello@kanekessler.com;

Attention: Peter Campitiello, Esq.

To the Licensor:

EntsorgaFin SpA

Strada per Castelnuovo 7/9

15057 Tortona (AL), ITALY

Telephone: +39 0131 811383

Facsimile No.: +39 0131 862597

Email: galanzino@entsorga.it

Attention: Gian Francesco Galanzino

With a copy (which shall not constitute notice) to:

Pedersoli Studio Legale

Corso Marconi 10

10125 Torino, Italy

Telephone: +39 011 227771

Facsimile: +39 011 22 777 33

E-mail: m.magro@pedersoli.it

Attention: Marcello Magro.

Section 15.2.           Confidentiality . Neither party hereto (“Recipient Party”) shall during the life of this Agreement or thereafter disclose to any person or use for any purpose any information obtained from the other (“Disclosing Party”) in connection with, or pursuant to, this Agreement or the Project including (but not limited to) the Entsorgafin Technology and any information relating to the Entsorgafin Technology. The Recipient Party shall exercise all precautions reasonably normal in the industry to keep such information secret and to minimize the risk of unauthorized disclosure or use by its employees and officers of information received from the disclosing party provided, however, that the recipient party may disclose such information to: (i) Project funders and prospective Project funders who require such disclosure (but only to the extent necessary) where bona fide necessary in the context of their due diligence for the evaluation of Entsorgafin Technology and participation in the funding; (ii) its responsible officers and employees only to the extent that such disclosure is essential to the design, making, operating the Plant; provided, further that in case the persons listed in Section 15.2. (i) are not required to execute confidentiality agreements with the disclosing party to the extent they are bound by confidentiality obligations pursuant to their respective agreements with the relevant employer and that such confidentiality obligations have a content substantially equivalent to the obligations set out in this Section. The restrictions on use and disclosure of information under this Section shall not apply to any information which the Recipient Party can prove: (i) was already known to it prior to its receipt thereof from the disclosing party; or (ii) was subsequently disclosed to it lawfully by a third party who did not obtain the same (whether directly or indirectly) from the Disclosing Party; or (iii) was in the public domain at the time of receipt by the recipient party or has subsequently entered into the public domain other than by reason of the breach of the provisions of this Section or any obligation of confidentiality owed to the disclosing party; or (iv) was required to be disclosed by law or the rule or procedures of a relevant recognized investment exchange. Upon written consent of the Licensor (such consent not to be unreasonably withheld or delayed), the Licensee may disclose information relating to the Plant to any Regulatory Body, official body or department whether in the Territory or in any other country for the purpose of enabling the Licensee to obtain confirmation that such Plant is acceptable or suitable for use in waste treatment. At the Licensee’s expense the Licensor undertakes to provide such assistance as the Licensee or any such Regulatory Body or other official body or department may reasonably require in the investigation by them as to such suitability or acceptability.

Section 15.3.           Relationship of parties . Nothing in this Agreement is to be construed as establishing or implying any partnership or joint venture between the parties, or as appointing any party as agent of any other party. No party shall hold out any other party as its partner or joint venturer. Except, and to the extent, that this Agreement expressly states otherwise, no party may, incur any expenses or negotiate on behalf of any other party or commit any other Party in any way to any person without that other Party’s prior written consent.

Section 15.4.           Amendment; Waiver . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Licensee and the Licensor, or in the case of a waiver, by the party against whom such waiver is intended to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 15.5.           No Assignment . This Agreement shall be binding upon and inure to the benefit of the parties only. The Licensee shall not assign, sub-contract or sub-license any of its rights and/or obligations under this Agreement without the prior written consent of Licensor. Notwithstanding the foregoing, upon full and final payment of the Stock Purchase Price and any withholding taxes as set forth herein (“Final Payment”), the Licensee shall have the absolute right, without Licensor’s consent, to sub-license, assign or transfer its rights on the Entsorgafin Technology to any Subsidiary, Affiliate or joint venture company designated as ProjectCo pursuant to the Development Agreement and developing a plant alternative to the Plant in the Exclusive Territory provided the total Project design capacity (calculated as the sum of the capacity of the Plant and any alternative plant) does not exceed 165,000 tons per year; or in the event the Licensee or Parent disposes of all or substantially all of its business or assets to any person, but without prejudice to the obligations of Licensee pursuant to this Agreement and conditional upon the transferee entering into and acceding to this Agreement and assuming any obligation set forth hereunder. Notwithstanding the foregoing, no transfer, assignment or sub-license whatsoever shall be made by Licensee to any Affiliate, joint-venture or other parties which are, or are participated in any manner whatsoever, either directly or indirectly, by any competitor of the Licensor The Licensee will deliver the Licensor a 15 business day prior written notice before sub-licensing, assigning or transferring its rights to the Entsorgafin Technology pursuant to the provisions set out above. All assignments, transfers or sublicenses will require compliance with all obligations imposed on Licensee under this Technology License Agreement, and each obligation of Licensee will be deemed to include an identical obligation by Licensee’s sublicensees, assignee or transferee and each transfer, assignment or sublicense will name Licensor as a third party beneficiary of that assignment or sublicense with the right to directly enforce any such obligation against the sublicensee, transferee or assignee. The assignment, transfer or sublicense agreement will specifically state that it is not assignable by the sublicensee, assignee or transferee.

Section 15.6.           Entire Agreement; Inconsistency . Save for the parties’ rights under the Development Agreement which will remain in force and effect, this Agreement (including all Schedules and Appendices hereto) and the Ancillary Agreements contain the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, oral or written, with respect to such matters. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of this Agreement and the Ancillary Agreements.

Section 15.7.           Satisfaction of Obligations . Any obligation of any party to any other under this Agreement, that is performed, satisfied or fulfilled completely by an Affiliate of such party shall be deemed to have been performed, satisfied or fulfilled by such party.

Section 15.8.           Remedies . In the event of a default under this Agreement or the Ancillary Agreements, the non-breaching party may proceed to protect and enforce its rights by a suit for damages, a suit in equity, an action at law or other appropriate proceeding, whether for specific performance, or for an injunction against a violation of any terms hereof or thereof or in aid of the exercise of any right, power or remedy granted thereby or by law, equity, statute or otherwise. The foregoing shall include, but shall not be limited to, allowance for recovery by the aggrieved party of all of its fees and expenses and disbursements incurred by it in connection with the transactions contemplated hereby and in the Ancillary Agreements, including, without limitation, the reasonable fees and expenses of its counsel, accountants, agents and representatives employed by it. No course of dealing and no delay on the part of any party in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such party's rights, powers or remedies. No right, power or remedy conferred hereby shall be exclusive of any other right, power or remedy referred to herein or now or hereafter available at law, in equity, by statute, or otherwise.

Section 15.9.           Expenses . Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses. Notwithstanding the foregoing or anything to the contrary herein, all filing fees and similar filing expenses to be paid in connection with any Competition/Investment Law shall be paid by Licensee.

Section 15.10.       Schedules . The disclosure of any matter, or reference to any Contract, in any Schedule to this Agreement shall be deemed to be a disclosure of such matter or Contract for all purposes of this Agreement to which such matter or Contract would reasonably be expected to apply from the face of the disclosure set forth on such schedule, but shall not be deemed to constitute an admission by Licensee or Licensor or to otherwise imply that any such matter or Contract is material for the purposes of this Agreement and shall not affect the interpretation of such term for the purposes of this Agreement. In particular, (a) certain matters may be disclosed on the Schedules that may not be required to be disclosed because of certain minimum thresholds or materiality standards set forth in this Agreement, (b) the disclosure of any such matter does not mean that it meets or surpasses any such minimum thresholds or materiality standards and (c) no disclosure in the Schedules relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of such matters in any Schedule be deemed or interpreted to expand the scope of Licensor’s representations and warranties contained in this Agreement. Each Schedule is qualified in its entirety by reference to specific provisions of the Agreement and does not constitute, and shall not be construed as constituting, representations, warranties or covenants of Licensee or Licensor or their respective Affiliates, except as and to the extent provided in this Agreement. Regardless of the existence or absence of cross-references, the disclosure of any matter in any Schedule shall be deemed to be a disclosure for purposes of this Agreement and each Schedule to the extent that the relevance of such disclosure is reasonably apparent on its face. The section headings in the Schedules are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any information disclosed herein or any provision of this Agreement. All attachments to the Schedules are incorporated by reference into the Schedule in which they are directly referenced.

Section 15.11.       Governing Law; Submission to Jurisdiction; Selection of Forum . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each party hereto agrees that it shall bring any Litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement and the Ancillary Agreements, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 15.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary, (x) nothing in this Section 15.11 shall prohibit any party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (y) each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Section 15.12.       WAIVER OF JURY TRIAL . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH ANCILLARY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.

Section 15.13.       Counterparts . This Agreement may be executed in one or more counterparts, each of which, including those received via facsimile transmission or email, shall be deemed an original, and all of which shall constitute one and the same agreement.

Section 15.14.       Headings . The heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Section 15.15.       Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 15.16.       Currency . Notwithstanding anything to the contrary herein, all payments required to be made hereunder, or as a result of a breach or violation hereof, shall be made in United States dollars, and, when any amount is paid with respect to the foregoing such amount shall be the United States dollar amount thereof on the applicable date of funding regardless of the amount or type of currency necessary to be exchanged or converted in order to satisfy, pay or fund such amount in United States dollars.

Section 15.17.       Legal Representation . The parties hereto acknowledge that this Agreement and all matters contemplated herein, have been negotiated among all parties hereto and their respective legal counsel and that all such parties have participated in the drafting and preparation of this Agreement from the commencement of negotiations at all times through the execution hereof.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date first written above.

EXHIBIT AREGISTRATION RIGHTS AGREEMENT

Schedule A

Definitions

“Affiliate ” means in respect of either party hereto:

“ Ancillary Agreements ” shall mean this Agreement, the Development Agreement, the Registration Rights Agreement, the Plant Supply Agreement and the Trademark Licence Agreement, as well as any other agreement entered into among Licensor with Licensee (or its Affiliates) in connection with the Plant.

“Associate ” means in respect of either party hereto:

“ Improvement ” means any change in, development of, or improvement or modification to, the inventions or the Know-how or the method of manufacture, use or application thereof (whether patentable or not) including (without limitation) any change, improvement or modification which makes the Plant and equipment more efficient or adaptable or enables them to be manufactured, operated or used more cheaply or efficiently or to a higher qualitative or quantitative standard of performance but excluding, for the avoidance of any doubt, any change in, development of, or improvement or modification to, any parts or components to be supplied by the Licensor, if any.

“ Force Majeure ” means any failure to perform the obligations where such failure is caused by events or conditions beyond the party’s reasonable control and will include, for instance but not exclusively, any failure to perform the party’s obligations as a result of acts of nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage or embargo.

“ Know-how ” means all designs, plans, specifications, computer programs and calculations and other manufacturing, engineering and technical data and information relating to the operation, use and/or maintenance of the facility and which the Licensor may lawfully communicate to the Licensee (including that described in Schedule C).

“ Law ” means any applicable law, statute, by-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives of any Regulatory Body, delegated or subordinate legislation or notice of any Regulatory Body.

“ Licensor’s Improvements ” means Improvements made, acquired or discovered by the Licensor or the Licensee (whether before or after the commencement of this Agreement) and of which the Licensor or one of its Affiliates is the owner.

“ Non-Exclusive Licence ” means a right enjoyed by a licensee in common with the grantor of such right and its successors and assigns and all other persons to whom the grantor has granted or the grantor or its successors and assigns shall thereafter grant the like right.

“ Patent ” means the patents specified in Schedule B and such other patents as are licensed under Article 3.

“ Regulatory Bodies ” means those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Agreement or any other affairs of either party.

Schedule B

Patent

PATENT no. 1

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of November 1, 2017 by and among BioHiTech Global, Inc. , a Delaware corporation (the “ Company ”), and Entsorgafin S.P.A. , a joint stock company duly incorporated and validly existing under the Laws of Italy (the “ Seller ”).

This Agreement is being entered into pursuant to the Technology License Agreement dated as of the date hereof among the Company, E.N.A. Renewables, LLC, a subsidiary of the Company, and the Seller (the “ License Agreement ”). Capitalized terms not otherwise defined herein, shall have the meaning set forth in the License Agreement.

NOW, THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

(a)                 Right to Piggyback . Whenever the Company proposes to register any of its equity securities under the Securities Act of 1933, as amended (the “Securities Act”) (excluding registrations of Form S-4 and S-8) (a “ Piggyback Registration ”), whether or not for sale for its own account, the Company will give prompt written notice to the Seller prior to the filing of the registration statement or offering statement of its intention to effect such a registration or offering and, subject to Sections 1(b) , 1(c) or 1(f) below, will include in such registration or offer all shares of Stock Consideration (the “ Seller Registrable Securities ”) with respect to which the Company has received written request or requests for inclusion therein, within 10 business days after the receipt by the Seller of the Company’s notice.

(b)                 Priority on Primary Registrations/Offerings . If a Piggyback Registration is a primary registration or offering on behalf of the Company, and the managing underwriters or selling agents advise the Company and the Seller that, in their opinion, the number of securities requested to be included in such registration or offering exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such offering, then the Company will include in such registration or offering (i) first, the securities that the Company proposes to sell; (ii) second all the Seller Registrable Securities requested to be included in such registration which in the opinion of such underwriters or selling agents can be sold without adverse effect, , and (iii) third, other securities requested to be included in such registration which in the opinion of such underwriters or selling agents can be sold without adverse effect, pro rata among the holders of such securities on the basis of the number of such securities owned by each such holder. It remains agreed and understood among the parties that, in accordance with the provision (b)(i) set forth above, the Company shall use its best efforts to include the Seller Registrable Securities requested to be included in such registration together with the securities that the Company proposes to sell.

(c)                 Priority on Secondary Registrations/Offerings . If a Piggyback Registration is a secondary registration or offering on behalf of holders of the Company’s securities, and the managing underwriters or selling agents advise the Company and the Seller that, in their opinion, the number of securities requested to be included in such registration or offering exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing, distribution method or probability of success of such registration or offering, the Company will include in such registration or offering the securities requested to be included therein by the holders requesting such registration or offering and the Seller Registrable Securities requested to be included in such registration or offering pro rata among the holders and the Seller on the basis of the number of securities requested to be sold. It remains agreed and understood among the parties that, in accordance with the provision (c)(i) set forth above, the Company shall use its best efforts to include the Seller Registrable Securities requested to be included in such registration together with the securities that the holders of the Company’s securities propose to sell.

(d)                 Demand Registration . (d.1) At any time after the Trigger Date (as defined below), the Seller may send the Company a written request to effect the registration (the “ Demand Notice ”) under the Securities Act of, all or any portion of, the Seller Registrable Securities (the “ Demand Registration ”). The Company, following the receipt by the Seller of the Demand Registration, shall use its commercially reasonable efforts to effect, as expeditiously as possible, the registration of the Seller Registrable Securities under the Securities Act. (d.2) Once a Demand Registration is declared effective by the Securities and Exchange Commission, the Company shall maintain its effectiveness for at least one hundred twenty (120) days (or such shorter period as will terminate when all Seller Registrable Securities covered by such Demand Registration have been sold or withdrawn). Notwithstanding anything contained herein, in the event that the Securities and Exchange Commission or applicable federal securities laws and regulations prohibit the Company from including all of the Seller Registrable Securities requested by the Seller to be registered pursuant to this Section 1 then the Company shall be obligated to include in such Demand Registration only such limited portion of the Seller Registrable Securities as is permitted by the Securities and Exchange Commission or such federal securities laws and regulations. (d.3) The Seller may withdraw its Seller Registrable Securities from a Demand Registration at any time. In such case, the Company shall cease all efforts to secure registration.

(e)                 Deferral and Suspension of the Demand Registration . At any time after receiving a Demand Notice or after any Demand Registration has become effective, the Company may, upon giving prompt written notice of such action to the Seller, defer the filing of or suspend the use of any such Demand Registration if, in the good faith judgment of the Company, the filing or use of a registration statement covering the Seller Registrable Securities would be materially detrimental to the Company or its shareholders at such time and the Company concludes, as a result, that it is in the best interests of the Company or its shareholders to defer the filing or suspend the use of such Demand Registration at such time. The Company shall have the right to defer the filing of or suspend such Demand Registration for a period of not more than one hundred twenty (120) days from the date the Company notifies the Seller of such deferral or suspension. In the case of a deferred Demand Registration, the Company shall provide prompt written notice to the Seller of (i) the Company’s decision to file or seek effectiveness of the Demand Registration following such deferral and (ii) the effectiveness of such Demand Registration.

(f)                  Selection of Underwriters or Selling Agents . The selection of the investment banker(s) and/or manager(s) to act as underwriter(s) or selling agent(s) for any applicable registration or offering shall be made by the Company, in its absolute discretion. The relevant expenses shall be borne solely by the Company.

(g)                 Withdrawal by Company . If, at any time after giving notice of its intention to register or offer any of its securities as set forth in Section 1(a) and before the effective date of such registration statement or offering statement filed in connection with such registration or offering, the Company shall determine, in case an event adversely affecting the marketability of the securities occurs, not to register or offer such securities, the Company shall give written notice of such determination to the Seller and shall promptly return any materials provided by the Seller to the Company in connection with such registration or offering.

2.               Registration/Offering Procedures . The Company will use commercially reasonable efforts to effect the registration or offer and the sale of such Seller Registrable Securities in accordance with the requirements of Section 1 hereto and, pursuant thereto, the Company will, as expeditiously as possible, whenever a registration statement or offering statement is required to be filed:

(a)                 prepare and file with the Securities and Exchange Commission a registration statement or offering statement with respect to such Seller Registrable Securities and thereafter use commercially reasonable efforts to cause such registration statement or offering statement to become effective or qualified ( provided that, upon request, within a reasonable period of time prior to filing any registration statement, prospectus, offering statement, or any amendments or supplements thereto, the Company will furnish Seller’s counsel copies of all such documents proposed to be filed, which documents will be subject to review of such counsel);

(b)                 prepare and file with the Securities and Exchange Commission such amendments and supplements or take such other action to such registration statement and the prospectus or offering statement and used in connection therewith as may be necessary to keep such registration statement effective or offering statement qualified for such period as will terminate when all of the securities covered by such registration statement or offering statement during such period have been disposed of in accordance with the intended methods of disposition by the Seller set forth in such registration statement or offering statement (but, in any event, not before the expiration of any longer period required under the Securities Act, or such longer period as in the opinion of counsel for the underwriters or selling agents a prospectus or offering circular is required by law to be delivered in connection with sales of Registrable Securities by an underwriter, selling agent or dealer), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement or offering statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the Seller set forth in such registration statement or offering statement;

(c)                 furnish to the Seller such number of copies of such registration statement or offering statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Seller may reasonably request in order to facilitate the disposition of the Seller Registrable Securities owned by the Seller;

(d)                 use commercially reasonable efforts to register or qualify such Seller Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable the Seller to consummate the disposition in such jurisdictions of the Seller Registrable Securities ( provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

(e)                 notify the Seller, at any time when a prospectus or offering statement relating to any Seller Registrable Securities is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement or offering statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of the Seller, the Company will prepare and furnish to the Seller a reasonable number of copies of a supplement or amendment to such prospectus or offering statement so that, as thereafter delivered to the Seller of such Seller Registrable Securities, such prospectus or offering statement will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; provided , however , that at any time, upon written notice to the Seller and until the Seller receive copies of the supplemented or amended prospectus or offering statement, such period not to exceed 60 day (the “ Suspension Period ”), the Company may suspend the use or effectiveness of any registration statement or offering statement (and the Seller hereby agree not to offer or sell any Seller Registrable Securities pursuant to such registration statement or offering statement during the Suspension Period) if the Company is aware that there is material non-public information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement or offering statement could constitute a material misstatement or omission. In the event that the Company shall exercise its right to delay or suspend the use or effectiveness of a registration or offering hereunder, the applicable time period during which the registration statement is to remain effective or offering statement is to remain qualified shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days period with the consent of the Seller, which shall not be unreasonably withheld. If so directed by the Company, the Seller shall (i) not offer to sell any Seller Registrable Securities pursuant to the registration statement or offering statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension and (ii) use commercially reasonable efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Seller’ possession, of the prospectus or offering statement relating to such Seller Registrable Securities current at the time of receipt of such notice;

(f)                  use commercially reasonable efforts to cause all such Seller Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

(g)                 use commercially reasonable efforts to provide a transfer agent and registrar for all such Seller Registrable Securities not later than the effective date of such registration statement;

(h)                 enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the Seller or the underwriters or selling agents, if any, reasonably request in order to expedite or facilitate the disposition of such Seller Registrable Securities (including, without limitation, effecting a stock split, combination of shares, recapitalization, or reorganization);

(i)                  make available for inspection by the a representative of the Seller (the “ Seller Representative ”), any underwriter or selling agent participating in any disposition pursuant to such registration statement or offering statement, and one counsel retained by the Seller Representative or any such underwriter or selling agent, all financial and other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors, employees, agents, representatives, and independent accountants to supply all such information reasonably requested by the Seller or any such underwriter or selling agent, attorney, accountant, or agent in connection with such registration statement or offering statements;

(j)                  otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k)                 to cause such Seller Registrable Securities covered by such registration statement or offering statement to be registered with, qualified or approved by such other governmental agencies or authorities as may be necessary to enable the Sellers to consummate the disposition of such Seller Registrable Securities;

(l)                  use commercially reasonable efforts to obtain an opinion from the Company's outside counsel in customary form and covering such matters of the type customarily covered by such opinions, which opinion shall be addressed to the underwriters or selling agents and the Seller;

(m)               cooperate with the Seller and the managing underwriter or selling agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement or offered under the offering statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter, or selling agent, if any, or the Seller may request;

(n)                 cooperate with the Seller and each underwriter or selling agent participating in the disposition of such Seller Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

3.               Registration Expenses . All expenses incident to the filing of any Piggyback Registration, Demand Registration and to the Company’s performance of or compliance with this Agreement (all such expenses being herein called “ Registration Expenses ”) shall be borne or paid by the Company, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, fees and disbursements of counsel for the Company, and all independent certified public accountants, underwriters and other Persons retained by the Company, including, without limitation, the Company's internal expenses ( e.g. , salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance, and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or, if none are so listed, on a securities exchange. The Company shall not be responsible for any discounts, commissions, transfer taxes or other similar fees incurred by the Seller in connection with the sale of the Seller Registrable Securities.

4.               Indemnification .

(a)                 The Company agrees to indemnify and hold harmless, to the full extent permitted by law, the Seller and its officers, directors, members, agents, and employees and each Person who controls the Seller (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney's fees), to which such indemnified party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by, or result from (i) any untrue or alleged untrue statement of material fact contained (A) in any registration statement, offering statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or (B) in any application or other document or communication (in this Section 4 collectively called an “ application ”) executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities laws thereof, or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse the Seller and each such director, officer, member, agent and employee for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action, or proceeding; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof), or expense arises out of, is based upon, is caused by, or results from an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, offering statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by the Seller or other indemnified party expressly for use therein or by any Seller’s failure to deliver a copy of the registration statement, offering statement or prospectus or any amendments or supplements thereto after the Company has furnished the Seller with a sufficient number of copies of the same.

(b)                 In connection with any registration statement or offering statement in which the Seller is participating, it will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement, offering statement or prospectus and, to the full extent permitted by law, will indemnify and hold harmless the Company and its directors, officers, members, agents, and employees and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, together with reasonable costs and expenses (including reasonable attorney's fees), to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of, are based upon, are caused by, or result from information furnished in writing by the Seller expressly for use in any registration statement, offering statement or prospectus relating to the Seller Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, free-writing prospectus or application. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party), and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(c)                 The indemnifying party shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation without any payment or consideration provided by such indemnified party.

(d)                 If the indemnification provided for in this Section 4 is unavailable to, or is insufficient to hold harmless, an indemnified party under the provisions above in respect to any losses, claims, damages, or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, or liabilities in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Seller and any other sellers participating in the registration statement or offering statement on the other hand in connection with the registration statement or offering statement on the other in connection with the statement or omissions which resulted in such losses, claims, damages, or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Seller and any other sellers participating in the registration statement of offering statement on the other hand shall be determined by reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by or relating to the Company or whether it relates to information supplied by or relating to the Seller or other sellers participating in the registration statement or offering statement and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e)                 The Company and the Seller agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f)                  The indemnification and contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director, employee or controlling Person of such indemnified party and will survive the transfer of securities.

5.               Participation in Registrations/Offerings .

(a)                 No Person may participate in any registration or offering hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting or selling agency arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s) or selling agent(s); provided that the Seller will not be required to sell more than the number of Seller Registrable Securities that the Seller has requested the Company to include in any registration), and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting or selling agency arrangements.

(b)                 Each Person that is participating in any registration or offering hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement or offering statement until such Person's receipt of the copies of a supplemented or amended prospectus or offering statement as contemplated by such Section 2(e) . In the event that the Company shall give any such notice, the applicable time period mentioned in Section 2(b) during which a registration statement is to remain effective or offering statement is to remain qualified shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 5 to and including the date when the Seller shall have received the copies of the supplemented or amended prospectus or offering statement contemplated by Section 2(e) .

6.               Current Public Information . At all times after the Company has filed a registration statement or offering statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company will file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as the Seller may reasonably request, all to the extent required to enable the Seller to sell Seller Registrable Securities pursuant to Rule 144.

7.               Rule 144 Requirements . With a view to making available to the Seller the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Securities and Exchange Commission that may at any time permit the Seller to sell Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a)                 make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b)                 file with the Securities and Exchange Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;

(c)                 furnish to the Seller, upon written request, a copy of the most recent annual or quarterly report of the Company and such other reports and other publicly available documents as may be reasonably requested by the Seller to avail itself of any rule or regulation of the Securities and Exchange Commission which permits the Seller to sell the Seller Registrable Securities without registration; and

(d)                 prior to the filing of the registration statement or any amendment thereto (whether pre-effective or post-effective), and prior to the filing of any prospectus or prospectus supplement related thereto, to provide the Seller with copies of all of the pages thereof (if any) that reference the Seller.

8.               Definitions .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as amended, modified or supplemented from time to time.

“ Person ” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof.

“ Seller Registrable Securities ” means all shares of Common Stock of the Company issuable held by the Seller following consummation of the License Agreement.

“ Rule 144 ” means Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any successor thereto or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations promulgated thereunder, all as amended, modified or supplemented from time to time.

“ Securities and Exchange Commission ” includes any governmental body or agency succeeding to the functions thereof.

“ Suspension Period ” has the meaning set forth in Section 2(e) .

“Trigger Date” means the date two years after the issuance of the Seller Registrable Securities.

9.               Miscellaneous .

(a)                 No Inconsistent Agreements . The Company hereby represents and warrants to the Seller that there are no agreements with respect to the Company's securities that are inconsistent with or violate the rights granted to the Seller in this Agreement and agrees that it will not hereafter enter into any such agreement.

(b)                 Adjustments Affecting Seller Registrable Securities . The Company will not take any action, or permit any change to occur, with respect to the Company's securities which would materially and adversely affect the ability of the Seller to include Seller Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Seller Registrable Securities in any such registration (including, without limitation, effecting a stock split, combination of shares, or other recapitalization).

(c)                 Amendment and Waiver . Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective against the Company or the Seller, unless such modification, amendment, or waiver is approved in writing by the Company and the Seller. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(d)                 Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

(e)                 Entire Agreement . Except as otherwise expressly set forth herein, this Agreement, those documents expressly referred to herein, of even date herewith, among the Company and the Seller and the other parties thereto embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof.

(f)                  Successors and Assigns . The Company may not assign this Agreement without the prior written consent of the Seller. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, heirs, personal representatives, successors and assigns.

(g)                 Counterparts . This Agreement may be executed in any number of counterparts and delivered via facsimile or attachment to electronic mail, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument.

(h)                 Remedies . Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor; provided , however the parties hereto stipulate that the remedies at law of any party hereto in the event of any default or threatened default by any other party hereto in the performance of or compliance with the terms hereof are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced (without posting a bond or other security) by a decree for the specific performance thereof, whether by an injunction against violation thereof or otherwise.

(i)                  Notices . Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given (i) on the date established by the sender as having been delivered personally, (ii) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (iii) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the recipient, or if not, then on the next business day, or (iv) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:

If to the Seller, to:

Entsorgafin S.P.A.

EntsorgaFin SpA

Strada per Castelnuovo 7/9

15057 Tortona (AL), ITALY

Telephone: +39 0131 811383

Facsimile No.: +39 0131 862597

Email: galanzino@entsorga.it

Attention: Gian Francesco Galanzino

If to the Company, to:

BioHiTech Global, Inc.

80 Red Schoolhouse Road, #101

Chestnut Ridge, NY 10977

or to such other address or to the attention of such person or persons as the recipient party has specified by prior written notice to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

(j)                  Governing Law . This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the State of New York, without giving effect to any choice of Law or conflict of Laws rules or provisions that would cause the application of the Laws of any jurisdiction other than the State of New York.

(k)                 Consent to Jurisdiction . Each party irrevocably submits to the jurisdiction of (i) the State of New York, and (ii) the United States District Court for the Southern District of New York, for the purposes of any action arising out of this Agreement or any transaction contemplated hereby. Each party agrees to commence any such action either in the United States District Court for the Southern District of New York or, if such action may not be brought in such court for jurisdictional reasons, in the state courts of the State of New York. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 9(k) . Each party irrevocably and unconditionally waives any objection to the laying of venue of any action arising out of this Agreement or the transactions contemplated hereby in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF AND THEREOF.

(l)                  No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(m)               Business Days . If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company's chief executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

(n)                 Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

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IN WITNESS WHEREOF , the parties hereto have executed this Registration Rights Agreement on the day and year first above written.