Meridian Waste Solutions, Inc. (Form: 10-Q, Received: 11/16/2015 17:32:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 000-13984

MERIDIAN WASTE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

New York		133832215
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

12540 Broadwell Road, Suite 2104

Milton, GA 30004

(Address of principal executive offices)

12540 Broadwell Road, Suite 1203

Milton, GA 30004

(Previous address of principal executive offices)

678-871-7457

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of November 16, 2015, there were 17,658,644 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Operations (unaudited)	4

	Consolidated Statements of Cash Flows (unaudited)	5

	Notes to the Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Signatures		33

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Meridian Waste Solutions, Inc.

Consolidated Balance Sheet

	September 30,
	2015			December 31,
	(UNAUDITED)			2014
ASSETS
Current Assets
Cash	$	568,542		$	438,907
Accounts receivable, trade, net		589,201			588,479
Employee advance		11,564			37
Prepaid expenses		60,866			221,999
Other current assets		13,938			41,815
Total Current Assets		1,244,111			1,291,237

Property and Equipment, net of accumulated
depreciation of $2,167,917 and $956,315 respectively		7,410,308			7,654,765

Other Assets
Investment in related party affiliate		434,532			-
Capitalized software		-			434,532
Customer list, net of accumulated
amortization of $3,968,778 and $1,867,660 respectively		10,038,674			12,139,792
Deposits		8,303			8,303
Loan fees, net of accumulated
amortization of $23,900 and $11,247 respectively		26,712			39,365
Non-compete, net of accumulated
amortization of $42,500 and $20,000 respectively		107,500			130,000
Website, net of accumlated
amortization of $2,320 and $232 respectively		11,600			13,688
Total Other Assets		10,627,321			12,765,680

TOTAL ASSETS	$	19,281,740		$	21,711,682

LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable	$	678,965		$	449,840
Accrued expenses		307,557			67,365
Notes payable		322,141			526,585
Deferred compensation		1,110,167			729,000
Deferred revenue		2,017,449			1,929,882
Convertible notes due related parties, includes put premiums		75,000			302,083
Operating line of credit and capital expenditure line of credit		-			1,675,160
Current portion - long term debt		107,050			1,357,143
Total Current Liabilities		4,618,329			7,037,058

Derivative liability - stock warrants		557,464			-
Derivative liability - interest rate swap		-			40,958
Long-term notes payable
Less: current portion - long term debt		11,761,392			8,826,190

Total Liabilities		16,937,185			15,904,206

Shareholders' Equity
Preferred Series A stock, par value $.001, 51 shares authorized, issued and outstanding		-			-
Preferred Series B stock, par value $.001, 71,210 shares authorized, issued and outstanding		71			71
Common stock, par value $.025, 75,000,000 shares authorized, 16,028,644 and 9,963,418 shares issued and outstanding, respectively		400,716			249,085
Treasury stock, at cost (230,000 shares)		(224,250	)		(224,250	)
Additional paid in capital		22,065,711			14,370,296
Accumulated deficit		(19,897,693	)		(8,587,726	)
Total Shareholders' Equity		2,344,555			5,807,476

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$	19,281,740		$	21,711,682

Meridian Waste Solutions, Inc.

Consolidated Statement of Operations

	Three Months Ended						Nine Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
Revenue
Software sales	$	-		$	-		$	-		$	1,784
Services		3,382,221			3,165,708			9,733,330			9,074,413
Total Revenue		3,382,221			3,165,708			9,733,330			9,076,197

Cost of Sales/Services
Cost of Sales/Services		2,104,701			2,159,803			5,989,174			5,824,298
Depreciation		398,178			349,575			1,176,561			C1,065,774
Total Cost of Sales/Services		2,502,879			2,509,378			7,165,735			6,890,072

Gross Profit		879,342			656,330			2,567,595			2,186,125

Expenses
Bad debt expense		-			10,945			2,738			13,280
Compensation and related expense		326,404			415,609			8,706,809			808,002
Depreciation and amortization		759,865			723,853			2,214,390			1,211,730
Selling, general and administrative		1,185,770			328,060			2,539,620			1,459,486
Total Expenses		2,272,039			1,478,467			13,463,557			3,492,498

Other Income (Expenses):
Gain on disposal of asset		37,183			-			43,433			-
Miscellaneous income (loss)		2,612			(3,274	)		20,635			-
Unrealized gain on change in fair value of derivative liablity		346,963			-			346,963			-
Unrealized gain on interest rate swap		30,584			-			40,958			-
Interest expense		(454,709	)		(2,399	)		(865,994	)		(234,979	)
Total Other Expenses		(37,367	)		(5,673	)		(414,005	)		(234,979	)

Net Loss before income taxes		(1,430,064	)		(827,810	)		(11,309,967	)		(1,541,352	)

Income tax expense		-			-			-			-

Net Loss	$	(1,430,064	)	$	(827,810	)	$	(11,309,967	)	$	(1,541,352	)

Basic Net Loss Per Share	$	(0.11	)	$	(0.09	)	$	(0.95	)	$	(0.04	)

Weighted Average Number of Shares Outstanding
(Basic and Diluted)		12,883,855			9,054,134			11,872,759			41,563,674

Meridian Waste Solutions, Inc.

Consolidated Statements of Cash Flows

	Nine Months Ended
	September 30, 2015			September 30, 2014
	(UNAUDITED)			(UNAUDITED)
OPERATING ACTIVITIES
Net loss from operations	$	(11,309,967	)	$	(1,541,352	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and Amortization		3,363,230			2,277,127
Amortization of debt discount		27,720			-
Stock issued to vendors for services		242,970			-
Stock issued to employees as incentive compensation		7,356,180			-
(Gain)Loss on disposal of equipment		(43,433	)		-
(Gain) on fair value of deriviative liability		(346,963	)
(Gain) on interest rate swap		(40,958	)
Changes in working capital items:
Accounts receivable		(722	)		(124,147	)
Employee advance/other receivables		(11,527	)		1,420
Prepaid expenses		189,010			(9,194	)
Accounts payable and accrued expenses		469,319			85,632
Increase in deferred compensation		381,167			729,000
Deferred revenue		87,567			82,597
Other current liabilities		11,807			860,557
Cash flow from operating activities		375,400			2,361,640

INVESTING ACTIVITIES
Proceeds from sale of equipment		85,987			-
Acquisition of subsidiary		-			(150,000	)
Purchased capitalized software		-			(105,057	)
Cash paid for acquisition		-			(11,000,000	)
Equipment acquired through acquisition of subsidiary		-			1,908,998
Purchased equipment		(1,022,968	)		(914,738	)
Cash flow from investing activities		(936,981	)		(10,260,797	)

FINANCING ACTIVITIES
Net proceeds from issuance of debt		12,258,645			7,689,146
Principle payments on notes payable		(11,567,429	)		(876,954	)
Proceeds from short term bridge financing		-			-
Cash flow from financing activities		691,216			6,812,192

Net change in cash		129,635			(1,086,965	)
Beginning cash		438,907			1,471,131
Ending Cash	$	568,542		$	384,166

Supplemental disclosure of cash flow information:
Cash paid for interest	$	404,691		$	2,000

Supplemental Non-Cash Investing and Financing Information:
Disposition of capitalized software in exchange for equal value of equity in acquiring entity	$	434,532		$	-
Preferred stock issued in connection with acquisition of subsidiary	$	-		$	7,121,000

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION

Nature of Operations

Meridian Waste Solutions, Inc. (formerly Brooklyn Cheesecake and Desserts Company, Inc.) (the “Company”) is currently operating under two separate Limited Liability Companies; Here To Serve-Missouri Waste Division, LLC (“HTSMWD”), a Missouri Limited Liability Company and Here To Serve Georgia Waste Division, LLC (“HTSGWD”), a Georgia Limited Liability Company.

In 2014, HTSMWD purchased the assets of a solid waste disposal company in the St. Louis, MO market. See Explanation of Change in Accounting Basis below. This acquisition is considered the platform company for future acquisitions in the solid waste disposal industry. HTSGWD was created to facilitate expansion in this industry throughout the Southeast. The Company is primarily in the business of residential and commercial waste hauling and has contracts with various cities and municipalities. The majority of the Company’s customers are located in the St. Louis metropolitan area.

Organization

Spinoff of Here to Serve Technology, LLC

On January 7, 2015, in an effort to give investors a more concentrated presence in the waste industry the Company sold the capitalized software assets of Here to Serve Technology, LLC (HTST) to Mobile Science Technologies, Inc., a Georgia corporation (MSTI), a related party due to being owned by some of the shareholders of the Company. No gain or loss was recognized on this transaction as the Company received equity equal to book value ($434,532) of the capitalized software in the exchange. This represents approximately 15% of the equity of MSTI and is reflected in the accompanying balance sheet as “investment”. This investment is accounted for using the cost basis method (see Investment in Note 2 below).

Recapitalization

On October 17, 2014, Here to Serve-Missouri Waste Division, LLC, (HTSMWD) a Missouri Limited Liability Company, which is the historical business, entered into a Share Exchange Agreement with the Company and the sole member of HTSMWD whereby the Company agreed to acquire the membership interest of HTSMWD, HTST and HTSGWD in exchange for 9,054,134 shares of the Company’s common stock. This transaction was closed on October 17, 2014 and HTSMWD became wholly-owned by the Company. The Company is deemed to have issued 1,139,284 shares of common stock which represents the outstanding common shares of the Company just prior to the closing of the transaction.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION (CONTINUED)

At closing, the Company issued 9,054,134 shares of its common stock to the sole member of HTSMWD and the shareholders of the sole member who obtained approximately 90% control and management control of the Company. The transaction was accounted for as a reverse acquisition and recapitalization of HTSMWD whereby HTSMWD is considered the acquirer for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies and HTST and HTSGWD at historical cost, the historical results of HTSMWD, HTST and HTSGWD. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization (see Explanation of Membership Interest Purchase Agreement below).

Explanation of Membership Interest Purchase Agreement

On October 17, 2014, (the “Execution Date”), Meridian Waste Solutions, Inc. entered into that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) by and among Here to Serve Holding Corp., a Delaware corporation, as seller (“Here to Serve”), the Company, as parent, Brooklyn Cheesecake & Dessert Acquisition Corp., a wholly-owned subsidiary of the Company, as buyer (the “Acquisition Corp.”), the Chief Executive Officer of the Company (the “Company Executive”), the majority shareholder of the Company (the “Company Majority Shareholder”) and certain shareholders of Seller (the “Seller Shareholders”), pursuant to which the Acquisition Corp shall acquire from Here to Serve all of Here to Serve’s right, title and interest in and to (i) 100% of the membership interests of Here to Serve – Missouri Waste Division, LLC d/b/a Meridian Waste, a Missouri limited liability company (“HTS Waste”); (ii) 100% of the membership interests of Here to Serve Technology, LLC, a Georgia limited liability company (“HTS Tech”); and (iii) 100% of the membership interests of Here to Serve – Georgia Waste Division, LLC, a Georgia limited liability company (“HTS Waste Georgia”, and together with HTS Waste and HTS Tech, collectively, the “Membership Interests”). As consideration for the Membership Interests, (i) the Company shall issue to Here to Serve 9,054,134 shares of the Company’s common stock, (the “Common Stock”); (ii) the Company shall issue to the holder of Class A Preferred Stock of Here to Serve (“Here to Serve’s Class A Preferred Stock”) 51 shares of the Company’s to-be-designated Class A Preferred Stock (the “Class A Preferred Stock”), which Class A Preferred Stock shall have the rights and preferences as described in the Purchase Agreement. See Note 6 below; (iii) the Company shall issue to the holder of Class B Preferred Stock of Here to Serve (Here to Serve’s Class B Preferred Stock”) an aggregate of 71,120 shares of the Company’s to-be-designated Class B Preferred Stock (the “Class B Preferred Stock”), (the Common Stock, the Class A Preferred Stock and the Class B Preferred Stock are referred to as the “Purchase Price Shares;”), and (iv) the Company shall assume certain assumed liabilities (the “Initial Consideration”).

As further consideration, at the closing of the transaction contemplated under the Purchase Agreement, (i) in satisfaction of all accounts payable and shareholder loans, Here to Serve will pay to Company Majority Shareholder $70,000 and (ii) the Company purchased from the

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 1 – NATURE OF OPERATIONS AND ORGANIZATION (CONTINUED)

then Company Majority Shareholder 230,000 shares of the Company’s common stock for a purchase price of $230,000. Pursuant to the Purchase Agreement, to the extent Purchase Price Shares are issued to individual shareholders of Here to Serve at or upon closing of the Purchase Agreement: (i) shares of common stock of Here to Serve held by the individuals will be cancelled (ii) 1,000,000 shares of Here to Serve’s Class A Preferred Stock will be cancelled; and (iii) 71,120 shares of Here to Serve’s Class B Preferred Stock will be cancelled (the “Additional Consideration”).

On October 17, 2014, the directors and majority shareholders of the Company approved the Purchase Agreement and the transactions contemplated under the Purchase Agreement. The directors of Here to Serve and the Here to Serve Shareholders approved the Purchase Agreement and the transactions contemplated thereunder. This closing of the Purchase

Agreement results in a change of control of the Company and the Company changed its business plan to that of HTSMWD.

Explanation of Change in Accounting Basis

The merger of Here to Serve Holding Corp. (Here to Serve), a Delaware Corporation, and Meridian Waste Services, LLC became effective May 15, 2014. The merger was accounted for by Here to Serve using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

At the time of merger Here to Serve was a company with nominal operations whereas Meridian Waste Services, LLC consisted of the active and carry-forward business. Accordingly Meridian Waste Services, LLC is deemed to be the predecessor entity and as such is presented as the comparable financial statements. As such our financial statements are presented in two distinct periods to indicate the application of two different basis of accounting. The Statement of Operations and Statement Cash Flows for the periods ending September 30, 2014 represent the results of operation of Meridian Waste Services, LLC, the predecessor and are presented for comparison purposes.

Also, see Note 5 – Acquisition below.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Article 8-03 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2014 included in our Annual Report on Form 10-K filed with the SEC on April 15, 2015.

In the opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of September 30, 2015 , and the results of operations and cash flows for the three and nine months ending September 30, 2015 are not necessarily indicative of the results to be expected for a full year.

Basis of Consolidation

The consolidated financial statements for the nine months ending September 30, 2015 include the operations of the Company and its wholly-owned subsidiary Here to Serve-Missouri Waste Division, LLC. The consolidated financial statements for the year ended December 31, 2014 include the operations of the Company and its wholly-owned subsidiaries, Here To Serve-Missouri Waste Division, LLC and Here To Serve Technology, LLC (See Note 1 above for information related to the spinoff of Here To Serve Technology, LLC.) The other subsidiary of the Company, Here To Serve Georgia Waste Division, LLC had no operations during the period.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, other liabilities, accrued interest, notes payable, and an amount due to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the nine months ending September 30, 2015, the Company experienced no losses due to impairment.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. As of December 31, 2014, tax years ended December 31, 2013, 2012, 2011 are still potentially subject to audit by the taxing authorities.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts, the useful life of property and equipment, derivative liabilities and deferred tax and valuation allowance..

Accounts Receivable

At September 30, 2015 the Company had $624,431 of gross trade receivables. At December 31, 2014, the Company had $659,646 of gross trade receivables.

Allowance for Doubtful Accounts

The Company provides an allowance for doubtful accounts equal to the estimated collection losses that will be incurred in collection of receivables related to residential customers and commercial project invoices. The estimated losses are based on managements’ evaluation of outstanding accounts receivable at the end of the accounting period. At September 30, 2015, an allowance of $35,230 was recorded. At December 31, 2014, the Company had an allowance of $71,167.

Intangible Assets

Intangible assets consist of assets acquired and costs incurred in connection with the development of the Company’s capitalized software. See note below. The Company also has intangible assets related to the purchase of Meridian Waste Services, LLC. See Note 4 below. These intangibles assets are amortized over periods between 3 and 5 years.

Investment

The Company has an investment in a privately held corporation in the mobile apps industry. As the Company does not exercise significant influence on this entity, this investment is recorded using the cost method of accounting. The Company monitors this investment for impairment and makes appropriate reductions in the carrying value if the Company

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

determines that an impairment charge is required based primarily on the financial condition and near-term prospect of this entity.

Capitalized Software

The Company acquired a software product that is under further development. This asset was being amortized over a three to five year period using the straight-line method of depreciation for book purposes beginning when the software is completed.

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgement by management with respect to certain external factors such as anticipated future revenue, estimated economic life and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized over the remaining estimated economic life of the product. For the year ended December 31, 2014, the Company has capitalized costs associated with the development of several mobile science technology products and mobile apps that has not been placed into service. The assets were disposed of in the Spinoff discussed in Note 1 above.

Website Development Costs

The Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation of the website are expensed as incurred.

Revenue Recognition

The Company recognizes revenue when there is persuasive evidence of that an arrangement exists, the revenue is fixed or determinable, the products are fully delivered or services have been provided and collection is reasonably assured. The majority of the Company’s revenues are generated from the fees charged for waste collection, transfer, disposal and recycling. The fees charged for our services are generally defined in service agreements and vary based on contract-specific terms such as frequency of service, weight, volume and the general market factors influencing a region’s rate.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred Revenue

The Company’s Missouri Waste Division bills one month in advance for the following three months. The balance in deferred revenue represents amounts billed in July, August and September for services that will be provided during October, November and December.

Cost of Services

Cost of services include all employment costs associated with waste collection, transfer and disposal, damage claims, landfill costs, personal property taxes associated with collection vehicles and other direct costs of the collection and disposal process.

Concentration of Credit Risks

The Company maintains its cash and cash equivalents in bank deposit accounts, which could, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts; however, amounts in excess of the federally insured limit may be at risk if the bank experiences financial difficulties. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000.

Financial instruments which also potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms.

The Company’s subsidiary, HTSMWD has two municipal contracts that account for a significant portion of the Company’s long-term contracted revenue. One contract accounted for 28% and 27% and the other accounted for 19% and 18% of HTS Waste’s long-term contracted revenue for the three months ended September 30, 2015 and 2014 respectively. One contract accounted for 29% and 28% and the other accounted for 20% and 19% of HTS Waste’s long-term contracted revenue for the six months ended September 30, 2015 and 2014 respectively.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. A diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. At

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

September 30, 2015 the Company had a series of convertible notes outstanding that could be converted into approximately 253,620 common shares. Also, in connection with the debt refinancing (see Note 6 below), stock warrants were issued for 1,293,022 common shares. These are not presented in the statement of operations since the company incurred a loss and the effect of these shares is anti- dilutive.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

The Company recorded stock based compensation expense of $7,599,150 during the nine months ended September 30, 2015.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 3 – OTHER CURRENT ASSETS

Other current assets are refundable deposits owned by HTSMWD.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment, including purchased and developed software is recorded at cost. The Company has depreciated or amortized these assets using the straight-line method over the useful lives of the asset. The useful lives are estimated to be between 2 and 7 years.

Property and equipment consisted of the following:

	September 30, 2015			December 31, 2014

Furniture & office equipment	$	249,387		$	240,102
Containers		3,408,391			2,847,205
Trucks		5,920,447			5,523,773
Total Property and Equipment		9,578,225			8,611,080
Less: Accumulated Depreciation		(2,167,917	)		(956,315	)
Net Property and Equipment	$	7,410,308		$	7,654,765

Depreciation Expense for the nine months ending September 30, 2015 and 2014 was $1,224,871 and $1,090,687, respectively.

NOTE 5 – INTANGIBLE ASSETS AND ACQUISITION

On May 15, 2014, the Company, in order to establish a presence in the solid waste disposal industry, entered into an asset purchase agreement by and among the Company, HTSMWD, Meridian Waste Services, LLC (“MWS”) and the members of MWS, pursuant to which HTSMWD acquired certain assets and liabilities of MWS, in exchange for $11,000,000 cash, 13,191,667 shares of Class A Common Stock of HTSHC and 71,210 shares of Series B Cumulative Convertible Preferred Stock of HTSHC.

The acquisition was accounted for by Here to Serve using business combination accounting. Under this method, the purchase price paid by the acquirer is allocated to the assets acquired and liabilities assumed as of the acquisition date based on the fair value. By the application of “push-down” accounting, our assets, liabilities and equity were accordingly adjusted to fair value on May 15, 2014. Determining the fair value of certain assets and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions.

The purchase of MWS included the acquisition of assets of $22,175,706 and liabilities of $2,075,956. The aggregate purchase price consisted of the following:

Cash	$	11,000,000
Estimated value of common stock issued to sellers		1,978,750
Estimated value of preferred stock issued to sellers		7,121,000
	$	20,099,750

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 5 – INTANGIBLE ASSETS AND ACQUISITION (CONTINUED)

The following table summarizes the estimated fair value of MWS assets acquired and liabilities assumed at the date of acquisition:

Accounts receivable	$	632,322
Prepaid expenses		123,544
Deposits		8,303
Containers		2,710,671
Furniture and equipment		299,450
Trucks		4,243,964
Customer lists		14,007,452
Non-compete agreement		150,000
Accounts payable and accrued expenses		(54,387	)
Notes payable		(143,464	)
Deferred revenue		(1,878,105	)
	$	20,099,750

Intangible Assets

The following table sets forth the intangible assets, both acquired and developed, including accumulated amortization:

	September 30, 2015
	Remaining			Accumulated		Net Carrying
	Useful Life	Cost		Amortization		Value

Customer list	3.75 years	$	14,007,452	$	3,968,778	$	10,038,674

Loan fees	1.75 years		50,613		23,901		26,712

Non compete agreement	3.75 years		150,000		42,500		107,500

Website	4.25 years		13,920		2,320		11,600

		$	14,221,985	$	4,037,499	$	10,184,486

Amortization expense amounted to $2,138,359 and $1,186,817 for the nine months ending September 30, 2015 and 2014, respectively

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES

The Company issued two promissory notes to related parties during the year ended December 31, 2014. These notes totaled $125,000 and are generally convertible into common stock of the Company at discounts of 20 % to 25% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bears interest at 10% to 12%, are unsecured, and matures within one year of the date issued. The notes were issued to provide working capital for the Company. These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value. Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $31,250 as of December 31, 2014. This amount has been charged to interest expense by the Company.

In previous periods the Company issued two other notes to other related parties. These notes totaled $110,000 and are generally convertible into common stock of the Company at discounts of 20% to 25% of the lowest average trading prices for the stock during periods five to one day prior to the conversion date. These notes bear interest at 10% to 12%, are unsecured, and mature within one year of the date issued. The notes were issued to provide working capital for the Company. These notes are considered a stock settled debt in accordance with ASC 480 since any future stock issued upon conversion will have a fixed monetary value. Due to the conversion feature included in the notes, the Company has recorded a premium on the notes totaling $35,833 as of December 31, 2014. This amount has been charged to interest expense by the Company.

At September 30, 2015 the Company had $75,000 in convertible notes to related parties which includes $15,000 in put premiums.

At December 31, 2014 the Company had a short term, non-interest bearing note payable of $150,000 which was incurred in connection with the Membership Interest Purchase Agreement discussed above. This note was paid in January, 2015. The Company also had a loan from Here to Serve Holding Corp. due to expenses paid by Here to Serve on behalf of the Company prior to the recapitalization which totaled $376,585. The balance of these notes payable was $322,141 and $526,585 at September 30, 2015 and December 31, 2014, respectively.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

The Company had the following long-term debt

	September 30, 2015			December 31, 2014

Debt payable to Comerica Bank, senior debt	$	-		$	8,708,333
Debt payable to Praesidian Capital Opportunity Fund III, senior lender		7,815,529			-
Debt payable to Praesidian Capital Opportunity Fund III-A, senior lender		3,029,471			-
Equipment loans		425,149			-
Notes payable to seller of Meridian, subordinated debt		1,475,000			1,475,000
Less: debt discount		(876,707	)		-
Total debt		11,868,442			10,183,333
Less: current portion		(107,050	)		(1,357,143	)
Long term debt less current portion	$	11,761,392		$	8,826,190

The debt payable to Comerica at December 31, 2014 and the Equipment loans at September 30, 2015 were the debt of Here to Serve-Missouri Waste Division, LLC, a subsidiary of the Company.

On August 6, 2015, the Company refinanced its long-term debt payable to Comerica Bank. Proceeds from notes issued by the Company to Praesidian Capital Opportunity Fund III, LP and Praesidian Capital Opportunity Fund III-A, LP (together referred to as Praesidian) were $10,845,000. These funds were distributed as follows:

Payoff of short term bridge financing	$	432,938
Payoff of lines of credit with Commerica Bank		1,745,799
Payoff of senior debt to Comerica Bank		7,953,433
Refinancing fees		712,830

	$	10,845,000

The debt to Praesidian matures on August 6, 2020 with interest paid monthly at an annual rate of 14%. In addition to the 14% interest rate, the Company issued to Praesidian warrants to purchase 1,293,022 shares of Common Stock of the Company. The difference between the market price and the exercise price per the warrant was recorded as debt discount and will be amortized over the term of the debt. Debt discount amortization for the nine months ended September 30, 2015 was $27,720. See Derivative Liability below.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

In connection with the merger with Meridian Waste Services, LLC on May 15, 2014, notes payable to the sellers of Meridian were five-year term subordinated debt loans paying interest at 8%.

The Company’s Senior Secured Loan with Comerica Bank had an interest rate LIBOR plus 4.25% with a two-year term based on a seven-year amortization schedule. In addition, the Company had a working capital line of credit with Comerica Bank of $1,250,000 at 4.75% of which the Company had drawn down $1,185,081 and $1,085,160 as of August 6, 2015 and December 31, 2014, respectively. There is CAPEX line of credit of $750,000, of which the Company had drawn down $560,718 and $590,000 as of August 6, 2015 and December 31, 2014, respectively; again at 4.75% interest.

Finally, during the nine months ending September 30, 2015, the Company entered into four long-term loan agreements in connection with the purchase of equipment with rates between 4% and 5%. At September 30, 2015, the balance of these four loans was $425,149.

Derivative Liability - Warrants

As indicated above, the Company issued warrants to purchase shares of Common Stock. Due to the put feature contained in the agreement, a derivative liability was recorded for the warrants. The Company’s derivative warrant instruments have been measured at fair value at September 30, 2015 using the Black-Scholes model. The liability is revalued at each reporting period and changes in fair value are recognized currently in the consolidated statement of operations.

The Company has used the Black-Scholes pricing model to calculate the fair value as of September 30, 2015. The Back-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk free interest rate, the current stock price, the estimated volatility of the stock price in the future and the dividend rate. The key inputs used in the September 30, 2015 fair value calculations were as follows:

	September 30, 2015
Current exercise price	$	0.025
Time to expiration	8/6/2016
Risk-free interest rate		0.35	%
Estimated volatility		210	%
Dividend		0
Stock price on September 30, 2015	$	0.72
Expected forfeiture rate		0	%

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES (CONTINUED)

The change in the market value for the period ending September 30, 2015 is as follows:

Fair value of warrants @ August 6, 2015	$	904,427

Unrealized gain on derivative liability		346,963

Fair value of warrants @ September 30, 2015	$	557,464

Derivative Liability – Interest Rate Swap

The Company sometimes borrows at variable rates and uses interest rate swaps as cash flow hedges of future interest payments, which have the economic effect of converting borrowings from floating rates to fixed rates. The interest rate swaps allow the Company to raise long-term borrowings at floating rates and swap them into fixed rates that are lower than those available if it borrowed at fixed rates directly. Under the interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating rate interest amounts calculated by reference to the agreed notional principal amounts.

At December 31, 2014, the Company had $5,414,634 of non-amortizing variable rate debt outstanding with interest payments due on a monthly basis. The note accrues interest at the 1-month LIBOR plus 4.25%. In order to hedge interest rate risk, the Company entered into an interest rate swap for a notional amount of $5,414,634 at fixed rate of 4.75%. Under the swap agreement, the Company pays the fixed rate on the $5,414,634 notional amount on a monthly basis, and receives the 1-month LIBOR plus 4.25% on a monthly basis. Payments are settled on a net basis, and the Company has effectively converted its variable-rate debt into fixed-rate debt with an effective interest rate of 4.75%. , The net settlement amount of the interest rate swap as of September 30, 2015 and December 31, 2014 was $0 and $40,958, respectively. The Company no longer has this swap as it was settled in the debt restructuring discussed above.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company has 75,000,000 shares of common stock authorized with a par value of $0.025 and 71,261 shares of Preferred stock with a par value of $0.001. There were 16,028,644 and 9,963,418 common shares outstanding as of September 30, 2015 and December 31, 2014, respectively. There were 71,261 of Preferred shares outstanding at September 30, 2015 and December 31, 2014. There are two classes of Preferred stock, Series A and Series B.

There are 51 shares of Series A Preferred stock issued and outstanding as of September 30, 2015 and December 31, 2014. Series A stock has no conversion rights, is senior to any

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)

other class or series of capital stock of the Company and special voting rights. Each one (1) share of Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, Minus (z) the Numerator.

There are 71,210 shares of Series B Preferred Stock issued and outstanding as of September 30, 2015 and December 31, 2014. Holders of Series B Preferred stock shall be entitled to receive when, as and if declared by the Board of Directors cumulative dividends at the rate of twelve percent (12%) of the Original Issue Price. The maximum potential dividend through September 30, 2015 would be $961,335. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Series B Preferred stock shall be entitled to receive, immediately prior and in preference to any distribution to holders of the Company’s common stock, an amount per share equal to the sum of $100.00 and any accrued and unpaid dividends of the Series B Preferred Stock. Each share of Series B Preferred Stock may be converted at the option of the holder into the Company’s Common stock. The shares shall be converted using the “Conversion Formula”: divide the Original Issue Price by 75% of the average closing bid price of the Common Stock for the five (5) consecutive trading days ending on the trading day of the receipt by the Company of the notice of conversion.

During the nine months ending September 30, 2015, 5,864,393 shares of common stock were issued. The fair value of the shares of common stock were based on the quoted trading price on the date of issuance. 173,550 of these shares were issued to vendors for services generating a professional fees expense of $242,970. 5,690,843 of these shares were issued to officers and employees as incentive compensation resulting in compensation expense of $7,356,180.

Also, during the nine months ending September 30, 2015, 200,833 shares of common stock were issued related to the conversion of related party debt at contractual terms. Per the convertible note agreement, the shares were converted at 75% of the closing bid price on the date of conversion. The value of the debt and accrued interest converted was $247,896.

NOTE 8 – COMMON STOCK WARRANTS

The Company has issued and outstanding warrants for 1,293,022 common shares, as adjusted, with the current exercise price of $0.025, as adjusted, expiring August 6, 2016.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 8 – COMMON STOCK WARRANTS (CONTINUED)

A summary of the status of the Company’s outstanding common stock warrants as of September 30, 2015 and changes during the nine months ending on that date is as follows:

	Number of		Average
	Warrants		Exercise Price
Balance at December 31, 2014		0	$	-
Granted		1,293,022		0.025
Exercised		-		-
Forfeited		-		-
Balance at September 30, 2015		1,293,022	$	0.025

The following table summarizes information about common stock warrants outstanding at September 30, 2015:

Warrants Outstanding

Warrants Exercisable

Number

Outstanding

Number Exercisable

September 30, 2015

Remaining Life

Exercise Price

September 30, 2015

Exercise Price

1,293,022

1.0 year

0.025

1,293,022

0.025

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company has leased office space at 12540 Broadwell Rd., Suite 1203 Milton, GA 30004.

NOTE 10 – FAIR VALUE MEASUREMENT

The Company has adopted new guidance under ASC Topic 820, effective January 1, 2009. New authoritative accounting guidance (ASC Topic 820-10-15) under ASC Topic 820, Fair Value Measurement and Disclosures, delayed the effective date of ASC Topic 820-10 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, until 2009. ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level in the hierarchy. Further new authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 10 – FAIR VALUE MEASUREMENT (CONTINUED)

The standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table sets forth the liabilities at September 30, 2015, which is recorded on the balance sheet at fair value on a recurring basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant to the fair value measurement:

			Fair Value Measurements at Reporting Date Using
			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (level 3)


Description	September 30,2015

Derivative liability	$	557,464	$	-	$	-	$	557,464

Stock settled debt		75,000		60,000		-		15,000
	$	632,464	$	60,000	$	-	$	572,464

NOTE 11 – LEASES

The Company’s subsidiary Here to Serve-Missouri Waste Division, LLC leases its office and warehouse facilities. The lease agreement commenced September 1, 2010 and expires August 30, 2017. This lease was assigned to the Company when the subsidiary purchased Meridian Waste Services, LLC on May 16, 2014. Future minimum lease payments at September 30, 2015 are as follows:

2015	$	77,798
2016		278,415
2017		260,255
Thereafter		-
Total	$	616,468

Rent expense amounted to $222,869 and $221,302 for the nine months ended September 30, 2015 and 2014, respectively.

MERIDIAN WASTE SOLUTIONS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

NOTE 12 – BONDING

In connection with its normal activities, the Company may be required to acquire a Performance bond on contracts with customers. There were not any performance bonds required for the nine months ended September 30, 2015.

NOTE 13 – RELATED PARTY

As discussed in Note 1 above as Spinoff of Here to Serve Technology, LLC, the Company sold certain of its assets to Mobile Science Technologies, Inc. (MSTI), which is a related party. MSTI is related in that it has common shareholders with the Company. Related to this spinoff, there were certain consulting/professional expenses incurred by the Company after the spin-off due to commitments made prior to the spinoff. These expenses ($427,570) were recorded as professional fees included in Selling, general and administrative as they are not recoverable from the affiliate.

As indicated above in Note 6, the Company has certain convertible notes payables to related parties. These parties are related in that they are shareholders of the Company.

NOTE 14 – SUBSEQUENT EVENTS

Effective October 16, 2015, the Company entered into an Amended and Restated Membership Interest Purchase Agreement (“MIPA”) with Timothy M. Drury, Christian Disposal, LLC, a Missouri limited liability company, and FWCD, LLC, a Missouri limited liability company wholly-owned by Christian Disposal, LLC. Christian Disposal, LLC and FWCD, LLC own and operate a solid waste collection, transportation and disposal business located in Winfield, Missouri. Per the terms of the agreement, the Company will purchase one hundred percent (100%) of the membership interests of the company, for $13,000,000 in cash and, subject to working capital adjustments, $2,000,000 in restricted common stock and other earn out considerations. Consummation of the acquisition is subject to customary closing conditions, including, among others, and the absence of certain legal impediments to the consummation of the acquisition.

On November 16, 2015, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”), dated as of November 13, 2015, with Eagle Ridge Landfill, LLC, an Ohio limited liability company (the “Seller”), which owns and operates a landfill and waste hauling business located in Bowling Green, MO. Per the terms of the Purchase Agreement, the Company will purchase the land and substantially all the assets of the Seller used in operation of its business for $9,506,500.00. Consummation of the acquisition is subject to customary closing conditions, including, among others, the absence of certain legal impediments to the consummation of the acquisition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report on Form 10-Q and other reports filed by the Company from time to time with the SEC contain or may contain forward-looking statements and information that are (collectively, the “Filings”) based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Plan of Operation

The platform operation of the Company is our subsidiary Here To Serve-Missouri Waste Division, LLC (“HTS Waste”). HTS Waste is in the business of collection of non-hazardous solid waste. Our revenue is generated primarily by collection services provided to residential customers, as well as commercial and temporary roll-off customers. The Company's agreement with Praesidian Capital, has allowed the Company to focus on pursuing waste solutions opportunities in the Midwest, in order to differentiate itself from its larger competitors. With respect to our platform operation in St. Louis, the Company is focused on building in and around this initial marketplace. We are continuing to evaluate our infrastructure needs, placing importance on revenue and cash-flow growth. The Company is specifically focused on bidding on municipal contracts in the St. Louis market, as well as acquisitions throughout the Midwest to drive this plan. The Company plans to remain vigilant in understanding the many solutions in the waste industry and adapting to the changing landscape in order to maximize the returns of its capital in the marketplace. The Company has executed its first step with its agreement with Praesidian Capital to build the capital structure needed to execute its forward strategy.

Overview

We intend for this discussion to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. This discussion should be read in conjunction with our consolidated financial statements (unaudited) and accompanying notes for the nine months ended September 30, 2015.

Executive Overview

General Overview of Our Business

	Annualized
	thru September 30, 2015					2014					2013
			%					%					%
			increase					increase					increase
Revenues	$	13,100		7.4	%	$	12,200		7.5	%	$	11,350		11.0	%

As our revenues continue to grow in this existing market, we plan to increase the rate of this growth by expanding our presence in the commercial arena while to continuing our growth in the “roll-off” business. Roll-off service is the hauling and disposal of large waste containers (typically between 10 and 40 cubic yards) that are loaded on to and off of the collection vehicle.

Management also expects to continue to grow through additional mergers and acquisitions.

Results of Operations

Revenue

The Company’s revenue continue to grow as indicated above. This growth is attributed to aggressive marketing in existing markets as well as an exerted effort to grow in both the commercial and roll-off lines of business.

Gross Profit

Gross profit percentage for the nine months ending September 30, 2015 is 26%. This is a slight increase over the percentage for the nine months ending September 30, 2014. The small increase is significant in that it shows management’s ability to improve efficiencies of operations and the increased margins associated with the new product lines. The amount of increase would be larger if not for an increase in depreciation expense included in cost of sales and an increase in disposal cost. The increase in depreciation expense is due to the application of “push-down” accounting adjusting the value of depreciable property to fair value on May 15, 2014 and the addition of new equipment. Gross profit percentage for the 3 months ending September 30, 2015 reflects the same increase.

Operating Expenses

Selling, general and administrative expenses were $13,463,557 for the nine months ending September 30, 2015. This significant increase over the level of selling, general and administrative expenses of like period of the prior year is again related to the use of “push-down” accounting related to the business combination that occurred in May of 2014. Also there were significant incentive packages awarded to certain employees and vendors in connection with the reorganization. The significate incentive package was awarded during the 3 months ended June 30, 2015.

Segment Information

Not applicable.

Liquidity and Capital Resources

As of September 30, 2015, the Company had negative working capital of $3,374,218. This lack of liquidity is mitigated by the Company’s ability to generate cash from operating activities. Cash generated from operating activities was $375,400 for the nine months ending September 30, 2015. The Company purchased over $1 million of new equipment while increasing long term debt by only $691,000 during the nine months ending September 30, 2015. This improved liquidity was facilitated by the debt restructuring discussed below.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

Our primary uses of cash have been for working capital purposes to support our operations and our efforts to become a reporting company with the SEC. All funds received have been expended in the furtherance of growing our business operations, establishing our brand and making sure our work is completed with efficiency and of the highest quality. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

An increase in working capital requirements to finance additional marketing efforts,

Increases in advertising, public relations and sales promotions for existing customers and to attract new customers as the company expands, and

The cost of being a public company.

We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any matters that would have an impact on future operations.

Our net revenues have been sufficient to fund our operating expenses. At September 30, 2015, we had a cash balance of $568,542. Since inception, we have not raised any capital from the sale of common stock to fund our operating expenses. During the 3 months ending September 30, 2015, the Company eliminated its Credit Facility with Comerica Bank (see Debt Restructuring with Praesidian Capital Opportunity Fund III, LP below). We currently have no material commitments for capital expenditures and believe that our cash requirements over the next 12 months will be approximately $1,000,000. In order to fund future growth and expansion through acquisitions and capital expenditures, the company may be required to raise capital through the sale of its securities.

In order to fund future and expansion through acquisitions and capital expenditures, the Company may be required to raise capital through the sale of its securities on the public market.

Debt Restructuring with Praesidian Capital Opportunity Fund III, LP

On August 6, 2015, the Company entered into a financing agreement with Praesidian Capital Opportunity Fund III, LP whereby the Comerica facilities described below and other short term bridge financing were paid. Total proceeds from this financing were used to eliminate this debt. The strategic partnership formed with Praesidian creates the opportunity for the company to cash flow operations along with additional invested capital to fund future acquisitions. The results of these actions creates a larger company with significant cash flows that will allow the company to obtain favorable rates on future senior credit facilities.

On April 30, 2014, the Here to Serve-Missouri Waste Division LLC, a subsidiary of the Company, entered into a 24 month senior secured revolving credit facility (the “Credit Facility”) with Comerica Bank, as lender (the “Credit Agreement”). Borrowings under the Credit Facility will be used for working capital purposes.

The Credit Agreement provides for an initial commitment of $1,250,000, Borrowings under the Credit Facility will bear interest in an amount not to exceed 25% per annum or the highest applicable usury ceiling, whichever is less. The Credit Facility is secured by a lien on all assets of Here to Serve-Missouri Waste Division LLC.

In addition to representations and warranties, affirmative, restrictive and financial covenants, and events of default (applicable to the Company and its subsidiaries) which are customary for credit facilities of this type, the Credit Agreement provides that the Company must not permit its financial condition to materially differ in any material negative way (as compared to its current financial condition) and must meet specified revenue targets as set forth in the Credit Facility. The Credit Facility is cross-defaulted with the Company’s other outstanding indebtedness and provides that a Material Adverse Effect (as defined in the Credit Agreement), a Change of Control (as defined in the Credit Agreement), a judgment for an amount in excess of $50,000 or an adverse change in the Company’s financial condition, as determined by the lender acting in good faith, are all events of default.

As consideration for the entry into the Credit Agreement, the Company agreed to pay certain fees to the lender, including a non-refundable commitment fee equal to $115,000.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, which is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference.

Amended and Restated Membership Interest Purchase Agreement

Effective October 16, 2015, Meridian Waste Solutions, Inc. (the “ Company ”) entered into an Amended and Restated Membership Interest Purchase Agreement (the “ Purchase Agreement ”) by and among the Company, Timothy M. Drury (" Seller "); Christian Disposal LLC (" Christian Disposal "); FWCD, LLC, a Missouri limited liability company wholly owned by Christian Disposal; Here to Serve-Missouri Waste Division, LLC, a Missouri limited liability company wholly owned by the Company; and Here to Serve Georgia Waste Division, LLC, a Georgia limited liability company wholly owned by the Company. The parties to the Purchase Agreement (the “ Parties ”) executed and delivered the Purchase Agreement to amend and restate the terms and conditions of that certain Membership Interest Purchase Agreement by and among the parties, dated September 11, 2015, as amended (the “ Original Agreement ”), to reflect, among other changes, that based on the delivery of due diligence materials and completion of certain negotiations with respect to the schedules and exhibits to the Purchase Agreement, certain rights of the parties to terminate the Original Agreement without recourse are no longer applicable, binding the parties thereto to the obligations therein.

Pursuant to the Purchase Agreement, upon the closing of the Purchase Agreement (the “ Closing ”), to take place on November 30, 2015 or such other date as the Parties my agree, subject to customary closing conditions as set forth in the Purchase Agreement, the Company will purchase from Seller 100% of the membership interests of Christian Disposal in exchange for the following (collectively, the “ Purchase Price ”): (i) Thirteen Million Dollars ($13,000,000), subject to a working capital adjustment in accordance with Section 1.4 of the Purchase Agreement; (ii) shares of the Company’s common stock in the amount equivalent to Two Million Dollars ($2,000,000) as of the Closing, in accordance with Section 1.3(a)(ii) of the Purchase Agreement; (iii) a Convertible Promissory Note in the amount of One Million Dollars ($1,000,000), bearing interest at 8% per annum; and (iv) an additional purchase price of Two Million Dollars ($2,000,000), payable upon satisfaction of certain conditions, and subject to any applicable reductions, set forth in the Purchase Agreement. The Purchase Agreement contains typical representations, warranties and covenants.

The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, which is included as an exhibit to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 22, 2015 and is incorporated herein by reference.

Inflation and Seasonality

Based on our industry and our historic trends, we expect our operations to vary seasonally. Typically, revenue will be highest in the second and third calendar quarters and lowest in the first and fourth calendar quarters. These seasonal variations result in fluctuations in waste volumes due to weather conditions and general economic activity. We also expect that our operating expenses may be higher during the winter months due to periodic adverse weather conditions that can slow the collection of waste, resulting in higher labor and operational costs.

Critical Accounting Policies

Revenue Recognition

The Company follows the guidance of ASC 605 (formerly the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104) for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable and collectability is reasonably assured.

We generally provide services under contracts with municipalities or individual customers. Municipal and commercial contracts are generally long-term and often have renewal options. Advance billings are recorded as deferred revenue, and revenue is recognized over the period services are provided. We recognize revenue when all four of the following criteria are met:

●	Persuasive evidence of an arrangement exists such as a service agreement with a municipality, a hauling customer or a disposal customer;

●	Services have been performed such as the collection and hauling of waste;

●	The price of the services provided to the customer is fixed or determinable; and

●	Collectability is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of stock based compensation; the carrying value, recoverability and impairment, if any, of long-lived assets. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Property and Equipment

Property and equipment is stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the assets, varying from 3 to 5 years or, when applicable, the life of the lease, whichever is shorter.

Fair Value of Financial Instruments

We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (“U.S. GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the fiscal year ended December 31, 2014 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, our Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2014, filed with the SEC on April 15, 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than as disclosed below, during the quarter ended September 30, 2015, the Company has not issued any securities which were not registered under the Securities Act and not previously disclosed in the Company’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Also, during the nine months ending September 30, 2015, 200,833 shares of common stock were issued related to the conversion of related party debt. Per the convertible note agreement, the shares were converted at 75% of the closing bid price on the date of conversion. The value of the debt and accrued interest converted was $247,896.

The Company has issued and outstanding warrants for 1,293,022 common shares, as adjusted, with the current exercise price of $0.025, as adjusted, expiring August 6, 2016.

These shares of common stock were not registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities qualified for exemption under Section 4(a)(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(a)(2) of the Securities Act as they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit No.		Description

4.1*		Note and Warrant Purchase Agreement and Security Agreement, by and among Meridian Waste Solutions, Inc., Here to Serve - Missouri Waste Division, LLC, Here to Serve - Georgia Waste Division, LLC, Meridian Land Company, LLC, certain subsidiaries of the Company, the purchasers from time to time party thereto and Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015

4.2*		Note A, issued in favor of Praesidian Capital Opportunity Fund III, LP, in the principal amount of $2,644,812.57, dated August 6, 2015

4.3*		Note A, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $1,025,187.43, dated August 6, 2015

4.4*		Note B, issued in favor of Praesidian Capital Opportunity Fund III, LP, in the principal amount of $5,170,716.68, dated August 6, 2015

4.5*		Note B, issued in favor of Praesidian Capital Opportunity Fund III-a, LP, in the principal amount of $2,004,283.32, dated August 6, 2015

4.6*		Warrant issued in favor of Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015

4.7*		Warrant issued in favor of Praesidian Capital Opportunity Fund III-a, LP, dated August 6, 2015

10.1*		Pledge Agreement by and among Meridian Waste Solutions, Inc., the pledgors party thereto and Praesidian Capital Opportunity Fund III, LP, dated August 6, 2015

10.2		Amended and Restated Membership Interest Purchase Agreement (incorporated herein by reference to the Current Report on Form 8-K filed with the U.S Securities and Exchange Commission on October 22, 2015)

31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

*		Filed herewith

**		In accordance with Regulation S-T, the XBRL related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith not “filed”.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MERIDIAN WASTE SOLUTIONS, INC.

Date: November 16, 2015	By:	/s/ Jeffrey Cosman
	Name:	Jeffrey Cosman
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
		(Principal Accounting Officer)

Exhibit 4.1

___________________________________________________________________

NOTE AND WARRANT PURCHASE AGREEMENT AND SECURITY AGREEMENT

by and among

HERE TO SERVE – MISSOURI WASTE DIVISION, LLC,

HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, and

MERIDIAN LAND COMPANY, LLC,

as Issuers,

MERIDIAN WASTE SOLUTIONS, INC.,

as Holdings,

CERTAIN SUBSIDIARIES THEREOF,

as Guarantors,

THE PURCHASERS FROM TIME TO TIME PARTY HERETO,

as Purchasers,

and

PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP,

as Agent

Dated as of August 6, 2015

___________________________________________________________________

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS		1
1.01	Definitions.	1
1.02	Accounting Terms; Financial Statements	25
1.03	Knowledge of the Note Parties	25
1.04	UCC Terms	26
1.05	Certain Matters of Construction	26
ARTICLE 2. PURCHASE AND SALE OF THE NOTES		26
2.01	Purchase and Sale of the Notes and Warrant	26
2.02	Fees at Closing; Expenses	28
2.03	Closing	28
2.04	Financial Accounting Positions; Tax Reporting	28
2.05	Interest	28
2.06	Tax Treatment	30
ARTICLE 3. CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS TO PURCHASE THE NOTES		31
3.01	Conditions Precedent to Note A and Note B on the Closing Date	31
3.02	Conditions Precedent to the Delayed Draw Note C	34
3.03	Conditions Subsequent.	37
ARTICLE 4. COLLATERAL; GENERAL TERMS		38
4.01	Security Interest in the Collateral	38
4.02	Perfection of Security Interest	39
4.03	Safeguarding Collateral	39
4.04	Ownership of Collateral	39
4.05	Defense of Agent’s Interest	40
4.06	Financial Disclosure	40
4.07	Accounts	40
4.08	Exculpation of Liability	42
4.09	Financing Statements	42
4.10	Commercial Tort Claims	42
ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES		43
5.01	Corporate Existence and Power	43
5.02	Authorization; No Contravention	43
5.03	Governmental Authorization; Third Party Consents	43
5.04	Binding Effect	44
5.05	Litigation	44
5.06	Compliance with Laws	44
5.07	No Default or Breach	44
5.08	Title to Properties	44
5.09	Use of Real Property	45
5.10	Taxes.	45

5.11	Financial Statements and Projections.	46
5.12	Operating Company	47
5.13	Disclosure	47
5.14	Absence of Certain Changes or Events	47
5.15	Environmental Matters.	48
5.16	Investment Company/Government Regulations	49
5.17	Subsidiaries.	49
5.18	Capitalization.	49
5.19	Reserved.	50
5.2	Broker’s, Finder’s or Similar Fees	50
5.21	Labor Relations	50
5.22	Employee Benefit Plans	51
5.23	Patents, Trademarks, Etc.	51
5.24	Potential Conflicts of Interest	52
5.25	Trade Relations	52
5.26	Indebtedness	52
5.27	Material Contracts	52
5.28	Insurance	53
5.29	Solvency; Fraudulent Transfer.	53
5.3	Perfection Certificate	53
5.31	Location of Assets	53
5.32	Change of Control Payments	53
5.33	Use of Proceeds; Margin Requirements.	54
5.34	Anti-Terrorism Laws	54
5.35	Trading with the Enemy	55
5.36	Interest Rate Hedges and Other Hedging Agreements	55
5.37	First Lien Obligations	55
5.38	Rolling Stock Subject to Title Documents.	55
5.39	Holdings and Brooklyn Acquisition as Holding Companies.	55
ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.		55
6.01	Investment Intent.	55
6.02	Accredited Investor Status.	56
6.03	Information.	56
6.04	No Governmental Review.	56
6.05	Authorization, Enforcement.	56
ARTICLE 7. INDEMNIFICATION		56
7.01	Indemnification	56
7.02	Procedure; Notification	57
7.03	Survival	58
ARTICLE 8. AFFIRMATIVE COVENANTS		58
8.01	Financial Statements and Other Information	58
8.02	Preservation of Existence	63
8.03	Payment of Obligations	64
8.04	Compliance with Laws	64
8.05	Violations	66

8.06	Board Observer	66
8.07	Inspection	66
8.08	Payment of the Notes	66
8.09	Insurance	66
8.1	Books and Records	67
8.11	Use of Proceeds	67
8.12	Standards of Financial Statements	67
8.13	[Reserved].	68
8.14	Collateral Access Agreements	68
8.15	Control Agreements; Cash Management Systems	68
8.16	Additional Rolling Stock	68
ARTICLE 9. NEGATIVE COVENANTS		68
9.01	Fundamental Changes; Consolidations, Mergers and Acquisitions	68
9.02	Creation of Liens	69
9.03	Guarantees	69
9.04	Investments	69
9.05	Loans	70
9.06	Restricted Payments	70
9.07	Indebtedness	70
9.08	Nature of Business	71
9.09	Transactions with Affiliates	71
9.1	Holdings and Brooklyn Acquisition.	71
9.11	Subsidiaries; Partnerships; Joint Ventures	72
9.12	Fiscal Year and Accounting Changes	72
9.13	Amendment of Organizational Documents	72
9.14	Limitation on Modifications of Indebtedness; Modifications of Certain Other Agreements; Etc.	72
9.15	Financial Covenants	72
9.16	Compliance with ERISA	74
9.17	Prepayment of Indebtedness	74
9.18	Anti-Terrorism Laws	75
9.19	Trading with the Enemy Act	75
9.2	Additional Negative Pledges	75
9.21	Sale and Leaseback	75
ARTICLE 10. PRINCIPAL PAYMENTS		75
10.01	Optional Prepayments	75
10.02	Mandatory Prepayments	76
10.03	Scheduled Payments	79
10.04	Application of Payments	79
10.05	Right to Decline Prepayments	79
ARTICLE 11. EVENTS OF DEFAULT; REMEDIES		79
11.01	Events of Default	79
11.02	Acceleration and Remedies	81
11.03	Application of Proceeds	82

ARTICLE 12. MISCELLANEOUS		83
12.01	Survival of Representations and Warranties	83
12.02	Notices	83
12.03	Successors and Assigns	84
12.04	Amendment and Waiver	85
12.05	Signatures; Counterparts	85
12.06	Headings	85
12.07	GOVERNING LAW	85
12.08	JURISDICTION; JURY TRIAL WAIVER	85
12.09	Severability	86
12.1	Rules of Construction	86
12.11	Entire Agreement	87
12.12	Certain Expenses	87
12.13	Publicity	87
12.14	Further Assurances	87
12.15	Joint and Several Liability of Issuers	88
12.16	Obligations of the Purchasers	90
12.17	No Strict Construction	90
12.18	Transfer of the Notes	90
ARTICLE 13. GUARANTEE		91
13.01	The Guarantee	91
13.02	Obligations Unconditional	92
13.03	Waiver of Defenses	93
13.04	Reinstatement	94
13.05	Subrogation	94
13.06	Remedies	94
13.07	Continuing Guarantee	94
13.08	General Limitation on Guarantors’ Obligations	94
13.01	New Subsidiaries	95
ARTICLE 14. REGARDING AGENT		95
14.01	Appointment	95
14.02	Nature of Duties	95
14.03	Lack of Reliance on Agent and Resignation	96
14.04	Certain Rights of Agent	97
14.05	Reliance	97
14.06	Notice of Default	97
14.07	Indemnification	97
14.08	Agent in its Individual Capacity	98
14.09	Delivery of Documents or Other Information	98
14.1	Note Parties’ Undertaking to Agent	98
14.11	No Reliance on Agent’s Customer Identification Program	98
14.12	Other Agreements	98
ARTICLE 15. TAXES, YIELD PROTECTION AND ILLEGALITY		99
15.01	Taxes.	99
15.02	Certificates of Purchasers	103

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit A Form of Note A

Exhibit B Form of Note B

Exhibit B-1 Form of Delayed Draw Note C

Exhibit C Compliance Certificate

Exhibit D Form of Pledge Agreement

Exhibit E Subordination Agreement

Exhibit F Form of Intercreditor Agreement

Exhibit G Form of SBA Side Letter

Exhibit H Form of Collateral Access Agreement

Exhibit I Form of Copyright Security Agreement

Exhibit J Form of Patent Security Agreement

Exhibit K Form of Trademark Security Agreement

Exhibits L-1 – L-4 Forms of U.S. Tax Compliance Certificates

Schedules

Schedule 2.01 – Purchaser Schedule – Notes

Schedule 3.01(h) – Discharged Indebtedness

Schedule 4.04 – Collateral Exceptions

Schedule 4.09 – Other Financing Statements

Schedule 5.01 – Jurisdiction of Organization and Qualifications

Schedule 5.05 – Litigation

Schedule 5.08(a) – Owned Real Property

Schedule 5.08(b) – Leased Real Property

Schedule 5.09 – Use of Real Property

Schedule 5.10 – Taxes

Schedule 5.11(b) – Projections

Schedule 5.14 – Absence of Changes

Schedule 5.17 – Subsidiaries

Schedule 5.18 – Capitalization

Schedule 5.20 – Brokers’ or Finders’ Fees

Schedule 5.21 – Labor Relations

Schedule 5.22 – Employee Benefit Plans

Schedule 5.23 – Intellectual Property

Schedule 5.24 – Conflicts of Interest

Schedule 5.26 – Indebtedness

Schedule 5.28 – Insurance

Schedule 5.31 – Location of Assets

Schedule 5.32 – Change of Control Payments

Schedule 5.38 – Rolling Stock

Schedule 9.02 – Permitted Liens

Schedule 9.04 – Investments

Schedule 9.07 – Indebtedness

NOTE AND WARANT PURCHASE AGREEMENT AND SECURITY AGREEMENT

NOTE AND WARRANT PURCHASE AGREEMENT AND SECURITY AGREEMENT, dated as of August 6, 2015, by and among MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“ Holdings ”), HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each a “ Issuer ”), the Guarantors, the purchasers from time to time party hereto (each a “ Purchaser ”, and collectively, the “ Purchasers ”) and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“ Fund III ”) as agent for the Purchasers (in such capacity, together with its permitted successors and assigns, the “ Agent ”).

W I T N E S S E T H:

WHEREAS , the Issuers wish to sell to the Purchasers, and the Purchasers wish to purchase from the Issuers, term notes in the aggregate principal amount of up to $13,670,000 bearing interest at 14.00% per annum, upon the terms and conditions set forth herein; and

WHEREAS , the Note Parties desire to secure all of their Obligations under the Transaction Documents by granting to the Agent, for the benefit of the Purchasers, a first priority lien on substantially all of their assets;

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.

DEFINITIONS

1.01 Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Accountants ” shall have the meaning assigned to that term in Section 8.01(a).

“ Adjusted EBITDA ” shall mean for any Person, for any period, the sum of the following (all as determined in accordance with GAAP): (a) Net Income for such period, plus (b) depreciation and amortization for such period, plus (c) interest expense for such period, plus (d) federal, state and local income taxes paid in cash and deferred taxes for GAAP during such period, plus (e) the sum of (i) the Closing Date Transaction Fee paid pursuant to Section 2.03(a) hereof during such period and (ii) all legal fees and expenses incurred and paid in connection transactions contemplated by this Agreement and the other Transaction Documents.

“ Affiliate ” shall mean, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under common control with, such Person, (b) directly or indirectly owning or holding five percent (5%) or more of any Equity Interests in such Person, or (c) five percent (5%) or more of whose voting stock or other Equity Interests is directly or indirectly owned or held by such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and under “common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and “own” and “ownership” means legal or beneficial ownership. For the avoidance of doubt, the relationship between Agent and the Purchasers, on one hand, and the Note Parties, on the other hand, shall be that of creditors and debtors, and neither the Agent nor any Purchaser shall be deemed to be an Affiliate of any Note Party solely by virtue of the transactions contemplated by the Transaction Documents.

“ Agent ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Agreement ” shall mean this Note and Warrant Purchase Agreement and Security Agreement, including the exhibits and schedules attached hereto, as the same may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof.

“ Anti-Terrorism Laws ” shall mean any Applicable Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Applicable Laws comprising or implementing the Bank Secrecy Act, and the Applicable Laws administered by the United States Treasury Department’s Office of Foreign Asset Control (as any of the foregoing Applicable Laws may from time to time be amended, renewed, extended, or replaced).

“ Applicable Law ” shall mean all international, foreign, federal, provincial, state and local laws (including common law), statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Authorized Officer ” shall mean any of the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or Controller of a Note Party (or any other officer authorized by a Note Party to perform all or any portion of the same or similar functions of any of such enumerated officers, as applicable).

“ Bank Secrecy Act ” shall mean 31 U.S.C. Sections 5311-5330, as the same has been, or shall hereafter be, extended, amended or replaced.

“ Beneficial Owner ” shall have the meaning set forth in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“ Board of Directors ” shall mean the board of directors of any corporation, board of managers of any limited liability company or similar governing body of any other Person.

“ Blocked Person ” shall mean (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (iii) a Person with which any Purchaser is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, (v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list, or (vi) a Person who is affiliated or associated with a person or entity listed above.

“ Brooklyn Acquisition ” shall mean Brooklyn Cheesecake & Dessert Acquisition Corp., a New York corporation.

“ Business ” shall mean the business of providing non-hazardous solid waste management services.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close.

“ Capital Expenditures ” shall mean for any period, with respect to any Person, the aggregate of all expenditures (by the expenditure of cash or the incurrence of Indebtedness) by such Person for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets (including software) or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on the balance sheet of such Person.

“ Capitalized Lease Obligations ” shall mean as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on the balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Cash Equivalents ” shall mean: (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof; (ii) commercial paper maturing no more than one (1) year from the date issued and, at the time of acquisition, having a rating of at least A-1 from Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or at least P-1 from Moody’s Investors Service, Inc.; (iii) certificates of deposit or bankers’ acceptances maturing within ninety (90) days from the date of issuance thereof issued by, or overnight reverse repurchase agreements from, any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia having combined capital and surplus of not less than $500,000,000; (iv) time deposits maturing no more than ninety (90) days from the date of creation thereof with commercial banks having membership in the Federal Deposit Insurance Corporation in amounts not exceeding the lesser of $100,000 or the maximum amount of insurance applicable to the aggregate amount of the Note Parties’ and their respective Subsidiaries’ deposits at such institution; and (v) deposits or investments in mutual or similar funds offered or sponsored by brokerage or other companies having membership in the Securities Investor Protection Corporation in amounts not exceeding the lesser of $100,000 or the maximum amount of insurance applicable to the aggregate amount of the Note Parties’ and their respective Subsidiaries’ deposits at such institution. Notwithstanding the foregoing, unless otherwise consented to in writing by Agent, Cash Equivalents will not include and each Note Party will be prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including any corporate or municipal bond with a long-term nominal maturity for which the interest rate is reset through a Dutch auction and more commonly referred to as an auction rate security.

“ Cash Interest ” shall have the meaning assigned to that term in Section 2.06(a).

“CFC” shall mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9601 et seq.

“ Change in Law ” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“ Change of Control ” shall mean (a) the consummation of any transaction ( including any merger or consolidation) the result of which is that any “ person” (as that term is used in Section 13(d) of the Exchange Act, but excluding (i) any employee benefit plan of Holdings or any of its Subsidiaries, (ii) any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and (iii) Jeffrey S. Cosman) or related persons constituting a “ group” (as such term is used in Rule 13d-5 under the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than forty percent (40%) of the economic and voting rights associated with all of the outstanding Equity Interests of Holdings, measured by voting power rather than number of shares, (b) any event, transaction or occurrence, or any series of events, transactions or occurrences, as a result of which during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of any Note Party (together with any new members of the Board of Directors whose election by the Board of Directors of any Note Party or whose nomination for election by the holders of Equity Interests in such Note Party was approved by a vote of at least two-thirds of the members of the Board of Directors then still in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office, (c) any event, transaction or occurrence, or any series of events, transactions or occurrences, as a result of which Holdings or Issuer fails to own one hundred percent (100%) of the Equity Interests (on a fully diluted basis) of any of its Subsidiaries, (d) any event, transaction or occurrence, or any series of events, transactions or occurrences, as a result of which Jeffrey S. Cosman owns less than fifty percent (50%) of the Equity Interests (on a fully diluted basis) of Holdings, or (e) any event, transaction or occurrence, or any series of events, transactions or occurrences, as a result of which Jeffrey S. Cosman fails to exercise full control over the Board of Directors of Holdings.

“ CIP Regulations ” shall have the meaning assigned to that term in Section 14.11.

“ Closing Date ” shall mean August 6, 2015.

“ Closing Date Transaction Fee ” shall mean an aggregate amount equal to $216,900.

“ Code ” shall mean the Internal Revenue Code of 1986, as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“ Collateral ” shall mean and include all personal property and fixtures, whether now owned or hereafter created or acquired, and wherever located, and consisting of (capitalized terms used in this definition but not otherwise defined in this Agreement shall have the meaning set forth in the UCC):

(a) all Accounts;

(b) all Equipment;

(d) all Inventory;

(e) all Investment Property;

(f) all Deposit Accounts;

(g) all Instruments;

(h) all Chattel Paper and Electronic Chattel Paper;

(i) all Letter of Credit Rights;

(j) all Documents;

(k) all Commercial Tort Claims;

(l) all Goods;

(m) all Fixtures;

(n) all Securities Accounts;

(o) all Software;

(p) all Rolling Stock;

(q) all Vehicles;

(r) all right, title and interest in and to, whether now owned or hereafter acquired and wherever located, (i) its respective goods and other property including, but not limited to, all merchandise returned or rejected by Customers, relating to or securing any of the Accounts; (ii) all rights as a consignor, a consignee, an unpaid vendor, mechanic, artisan, or other lienor, including stoppage in transit, setoff, detinue, replevin, reclamation and repurchase; (iii) all other rights and interests, including warranty claims, relating to any goods; (iv) if and when obtained, all guarantees from third parties and all real and personal property of third parties in which such Person has been granted a lien or security interest as security for the payment or enforcement of Accounts; and (v) all documents, instruments, and agreements supporting the foregoing or delivered in connection therewith;

(s) all money, cash, Cash Equivalents, or other assets that now or hereafter come into the possession, custody or control (within the meaning of the UCC) of the Agent or any Purchaser;

(t) all ledger sheets, ledger cards, files, correspondence, records, books of account, business papers, computers, computer software (owned or in which it has an interest), computer programs, tapes, disks and documents relating to any other property constituting part of the Collateral; and

(u) all substitutions, replacements, proceeds and products of the foregoing in whatever form, including, but not limited to: cash, deposit accounts (whether or not comprised solely of proceeds), certificates of deposit, insurance proceeds (including hazard, flood and credit insurance), negotiable instruments and other instruments for the payment of money, chattel paper, security agreements, documents, eminent domain proceeds, condemnation proceeds and tort claim proceeds.

Notwithstanding the foregoing, none of the following items will be included within the Collateral: (a) assets if the granting of a security interest in such asset would: (I) be prohibited by Applicable Laws (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), or (II) be prohibited by contract (except to the extent such prohibition is overridden by UCC Section 9-408), (b) any property and assets, the pledge of which would require governmental consent, approval, license or authorization, unless and until such consent, approval, license or authorization shall have been obtained or waived, (c) assets in circumstances where the Purchasers and the Issuers agree in writing that the cost, burden or consequence (including adverse tax consequences) of obtaining or perfecting a security interest in such assets is excessive in relation to the practical benefit afforded thereby and (d) in excess of sixty-five percent (65%) of the voting equity interests in any CFC.

“Collateral Access Agreement” shall mean an agreement in the form of Exhibit H attached hereto, or otherwise satisfactory to Agent, which is executed in favor of Agent, on behalf of Purchasers, by a Person who owns or occupies premises at which any Collateral may be located from time to time and by which such Person waives any Lien that such Person may have with respect to any of the Collateral and authorizes Agent from time to time to enter upon the premises to inspect or remove the Collateral from such premises or to use such premises to store or dispose of such Collateral.

“ Commission ” shall mean the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Compliance Certificate ” shall have the meaning assigned to that term in Section 8.01(d).

“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consents ” shall mean all filings and all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and other third parties, domestic or foreign, necessary to carry on each Note Party’s business or necessary (including to avoid a conflict or breach under any agreement, instrument, other document, license, permit or other authorization) for the execution, delivery or performance of this Agreement or any of the Transaction Documents, including any Consents required under all applicable federal, state or other Applicable Law.

“ Consolidated Basis ” shall mean, with respect to the financial statements or other financial information of the Note Parties, the accounts and other items of the Note Parties on a consolidated basis in accordance with GAAP applied on a basis consistent with prior practices.

“ Consolidating Basis ” shall mean, with respect to the financial statements or other financial information of the Note Parties, the accounts and other items of each of the Note Parties on a consolidating basis in accordance with GAAP applied on a basis consistent with prior practices.

“ Contingent Obligation ” shall mean, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

“ Contractual Obligations ” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument or arrangement (whether in writing or otherwise) to which such Person is a party or by which it or any of such Person’s property is bound.

“ Control Agreement ” shall mean a deposit account, securities account or commodities account control agreement by and among the applicable Note Party, Agent and the depository, securities intermediary or commodities intermediary, each in form and substance satisfactory in all respects to Agent and in any event providing to Agent “control” of such deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the UCC, as applicable, on a “springing” dominion basis upon the occurrence and during the continuance of an Event of Default.

“ Controlled Group ” shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control, which are, together with any Note Party or Subsidiary, treated as a single employer under Section 414 of the Code.

“ Copyright Security Agreement ” shall mean each Copyright Security Agreement executed and delivered by the Note Parties, or any of them, and the Agent, for the benefit of the Purchasers, in substantially the form of Exhibit I .

“ Copyrights ” shall mean any and all rights in any works of authorship, including (A) copyrights and moral rights, (B) copyright registrations and recordings thereof and all applications in connection therewith including those listed on Schedule 5.23 , (C) income, license fees, royalties, damages, and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof and (E) all of each grantor’s rights corresponding thereto throughout the world.

“ Cost of Money ” shall have the meaning defined in and be calculated as provided in the SBA Regulations.

“ Customer ” shall mean and include the account debtor with respect to any Account and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with a Person, pursuant to which such Person is to deliver any personal property or perform any services.

“ Default ” shall mean a condition, act or event that, after notice or lapse of time or both, would constitute an Event of Default if that condition, act or event were not cured or removed within any applicable grace or cure period.

“ Default Rate (Note A) ” shall have the meaning assigned to that term in Section 2.06(c)(i).

“ Default Rate (Note B and Delayed Draw Note C) ” shall have the meaning assigned to that term in Section 2.06(c)(ii).

“ Delayed Draw Note C ” shall have the meaning assigned to that term in Section 2.01(c) and shall be substantially in the form of Exhibit B-1 hereto.

“ Delayed Draw Funding Date” shall mean the date in which each of the conditions set forth in Section 3.02 have been satisfied and the funding of the Delayed Draw Note C by the applicable Purchasers pursuant to the terms hereof.

“ Delayed Draw Note C Request ” shall mean a notice by Issuers to Agent in a form reasonably satisfactory to Agent and specifying the amount of the Delayed Draw Note C requested and the requested date of funding.

“ Delayed Draw Note C Termination Date ” shall mean August 19, 2015 or such later date as consented to in writing by the Required Purchasers.

“ Delayed Draw Transaction Fee ” shall mean an aggregate amount equal to $56,500.

“ Disqualified Stock ” shall mean any Stock or Stock Equivalent which, by its terms (or by the terms of any security or other Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days following the Maturity Date (excluding any provisions requiring redemption upon a “change of control” or similar event; provided that such “change of control” or similar event results in the prior payment in full, in cash, of the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and the termination of this Agreement), (b) is convertible into or exchangeable for (i) debt securities or (ii) any Stock or Stock Equivalents referred to in (a) above, in each case, at any time on or prior to the date that is ninety-one (91) days following the Maturity Date, or (c) is entitled to receive scheduled dividends or distributions in cash prior to the time that the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) are paid in full in cash.

“ Eligible Assignee ” shall mean with respect to any Purchaser (a) the parent company of such Purchaser and/or any Affiliate of such Purchaser, (b) any fund that invests in commercial loans and similar extensions of credit and is managed by the same investment advisor as such Purchaser or by an Affiliate of such investment advisor, (c) any Person (whether a corporation, partnership, trust or otherwise, but excluding only a natural person) that is engaged in the business of making, purchasing, holding or otherwise investing in commercial loans and/or similar extensions of credit in the ordinary course of its business, and (d) any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D under the Securities Act); provided that (i) the Note Parties or any Affiliate of the Note Parties (other than the Purchasers), and (ii) any holders of the Equity Interests of the Note Parties (other than the Purchasers), shall not be an Eligible Assignee.

“ Enterprise Bank Revolving Indebtedness ” shall mean any Indebtedness of the Note Parties owing to Enterprise Bank & Trust under that certain Promissory Note dated September 12, 2014 in the maximum principal amount of $1,300,000.00, delivered to Enterprise Bank & Trust by Key Equipment & Supply Co, as such agreement may be amended, supplemented, or otherwise modified, renewed or replaced from time to time in accordance with the terms thereof.

“ Environmental Laws ” shall mean all present and future Applicable Laws, Requirements of Law, or Consents, relating to the pollution or protection of human health and safety or the environment, including the Occupational Safety and Health Act and all Applicable Laws, Requirements of Law, or Consents, pertaining to reporting, licensing, permitting, investigation, and remediation of emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, surface water, groundwater, or land, or relating to the presence, generation, discharge, release, removal, manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

“ Environmental Liabilities ” shall mean all liabilities, obligations, losses, damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred under or involving violations of Environmental Laws, related to or arising from any Remedial Action or the disposal, production, storage, handling, treatment, release or transport of Hazardous Materials, or arising from a claim, demand, complaint, summons, citation, notice, directive, order, litigation, investigation, judicial or administrative proceeding, judgment under or related to Environmental Law, or otherwise related to or arising under Environmental Law.

“ Environmental Permits ” shall have the meaning assigned to such term in Section 5.15(b).

“ Equity Interests ” of any Person shall mean any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, participation or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the Commission under the Exchange Act).

“ Equity Investment Documents ” shall mean the Warrant.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) under common control with any Note Party within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ Event of Default ” shall have the meaning assigned to such term in Section 11.01.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“ Excluded Taxes ” shall mean, any of the following Taxes imposed on or with respect to the Agent or a Purchaser or required to be withheld or deducted from a payment to the Agent or a Purchaser, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Agent or such Purchaser being organized under the laws of, or having its principal office or, in the case of any Purchaser, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Purchaser, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Purchaser with respect to an applicable interest in a Note pursuant to a law in effect on the date on which (i) such Purchaser acquires such interest in the Note or (ii) such Purchaser changes its lending office, except in each case to the extent that, pursuant to Section 15.01 amounts with respect to such Taxes were payable either to such Purchaser's assignor immediately before such Purchaser became a party hereto or to such Purchaser immediately before it changed its lending office, (c) Taxes attributable to the Agent’s or such Purchaser’s failure to comply with Section 15.01(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Executive Order No. 13224 ” shall mean the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be renewed, extended, amended or replaced.

“ Extraordinary Receipts ” shall mean any cash payments received by or payable on behalf of any Note Party or its Subsidiaries not in the ordinary course of business consisting of (a) proceeds of judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (b) (i) insurance proceeds received in connection with any Rolling Stock casualty or condemnation event or (ii) indemnity payments (other than to the extent such indemnity payments are (x) payable to a Person that is not a shareholder of the Issuer, a Note Party, an Affiliate of a Note Party or any Subsidiary of a Note Party or (y) received by a Note Party or any Subsidiary as reimbursement for any payment previously made to such Person), (c) tax refunds, (d) pension plan reversions or (e) proceeds of any key-man life insurance policy.

“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ Fixed Charge Coverage Ratio ” shall mean for any period, as determined in accordance with GAAP, the ratio of (a) the amount equal to (i) Adjusted EBITDA for such period, less (ii) the sum of (A) dividends, distributions and all other Restricted Payments paid in cash during such period, (B) federal, state and local income taxes paid in cash during such period, and (C) unfinanced maintenance Capital Expenditures made during such period, to (b) Fixed Charges for such period.

“ Fixed Charges ” shall mean as to any Person, for any period, as determined in accordance with GAAP, the sum of (a) all regularly scheduled principal payments in respect of long-term Indebtedness during such period, plus (b) cash interest expense for such period, plus (c) principal and interest payments in respect of Capitalized Lease Obligations related to vehicles and equipment during such period, net of proceeds received from the sale or retirement of vehicles and other equipment during such period.

“ Foreign Purchaser ” shall mean (a) if the Issuers are U.S. Persons, a Purchaser that is not a U.S. Person, and (b) if the Issuers are not U.S. Persons, a Purchaser that is resident or organized under the laws of a jurisdiction other than that in which the Issuers are resident for tax purposes.

“ Fund III ” shall have the meaning provided in the preamble hereto.

“ GAAP ” shall mean generally accepted accounting principles in effect within the United States, consistently applied.

“ Georgia Waste ” shall have the meaning provided in the preamble hereto.

“ Governmental Authority ” shall mean the government of any nation, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“ Great Southern Deeds of Trust ” shall have the meaning assigned to that term in Section 9.07(f).

“ Great Southern Kansas Deed of Trust ” shall have the meaning assigned to that term in Section 9.07(f).

“ Great Southern Missouri Deed of Trust ” shall have the meaning assigned to that term in Section 9.07(f).

“ Guarantor ” shall mean any Person who guarantees payment or performance of the whole or any part of the obligations of the Issuers under the Notes and this Agreement, and “ Guarantors ” shall mean collectively all such Persons.

“ Guarantors’ Obligations” shall have the meaning assigned to that term in Section 13.01.

“ Guaranty ” shall mean any guaranty of the obligations of the Issuers executed by a Guarantor in favor of Agent or Purchasers.

“ Hazardous Materials ” shall mean any chemical, substance, material pollutant, contaminant, pesticide, petroleum or petroleum product or byproduct, radioactive substance, solid waste (hazardous or extremely hazardous), special, dangerous or toxic waste, hazardous or toxic substance, chemical or material regulated, listed, referred to, limited or prohibited under any Environmental Law, including: (i) any Hazardous Substance; (ii) any Hazardous Waste; and (iii) even if not prohibited, listed, limited or regulated by an Environmental Law, all pollutants, contaminants, hazardous, dangerous or toxic chemical, materials, wastes or any other substances, including any industrial process or pollution control waste (whether or not hazardous within the meaning of RCRA) which could pose a hazard to the environment, or the health or safety of any person or impair the use or value of any portion of the Real Property of the Note Parties or their respective Subsidiaries.

“ Hazardous Substance ” shall mean friable or damaged asbestos, asbestos containing material, polychlorinated biphenyls (PCBs), solvents, waste oil, flammable explosives, radon, radioactive materials, urea formaldehyde foam insulation, petroleum and petroleum products, methane, hazardous materials, hazardous or toxic substances or related materials as defined in CERCLA, the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA or any other applicable Environmental Law and in the regulations adopted pursuant thereto.

“ Hazardous Wastes ” shall mean all waste materials subject to regulation under CERCLA, RCRA or applicable state law, and any other applicable Federal and state laws now in force or hereafter enacted relating to hazardous waste disposal.

“ Holdings ” shall have the meaning set forth in the first paragraph of this Agreement, and shall include each Person which becomes a successor of Holdings.

“ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services including earnouts and seller notes, (ii) the maximum amount available to be drawn or paid under all letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii) or (viii) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness, such indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates as determined in good faith by such Person), (iv) the aggregate amount of all Capitalized Lease Obligations of such Person, (v) all obligations of such Person to pay a specified purchase price for goods or services, whether or not delivered or accepted, i.e. , take-or-pay and similar obligations, (vi) all Contingent Obligations of such Person, (vii) all obligations under any Interest Rate Hedges, Other Hedging Agreements or under any similar type of agreement and (viii) Disqualified Stock. Notwithstanding the foregoing, Indebtedness shall not include trade payables, accrued expenses and deferred Taxes and other credits incurred by any Person in the Ordinary Course of Business.

“ Indemnified Party ” shall have the meaning assigned to that term in Section 7.01.

“ Indemnified Taxes ” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Note Party under any Transaction Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Intellectual Property ” shall mean any and all Patents, Copyrights, Trademarks, trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations, reports, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registration or registrations thereof.

“ Intercreditor Agreement ” shall mean that certain Intercreditor Agreement dated as of the Delayed Draw Funding Date among Agent and Enterprise Bank & Trust in form of Exhibit F, as such agreement may be amended, supplemented, or otherwise modified, renewed or replaced from time to time in accordance with the terms thereof.

“ Interest ” shall have the meaning assigned to that term in Section 2.06.

“ Interest Payment Date ” shall have the meaning assigned to that term in Section 2.06(a).

“ Interest Rate ” shall have the meaning assigned to that term in Section 2.06.

“ Interest Rate Hedge ” shall mean an interest rate exchange, collar, cap, swap, adjustable strike cap or similar agreements entered into by any Note Party solely to provide protection to, or minimize the impact upon, the Note Parties of increasing floating rates of interest applicable to Indebtedness permitted by this Agreement and not for speculative purposes.

“ Investment ” shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of the Equity Interests of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“ Issuer ” and “ Issuers ” shall have the meanings set forth in the first paragraph of this Agreement, and shall include, jointly and severally, each Person which becomes a successor or permitted assign of any Issuer.

“ Judgment ” shall mean any order, decision, decree, award or injunction of any Governmental Authority.

“ Key Equipment Acquisition ” shall mean the acquisition contemplated by the Key Equipment Acquisition Agreement.

“ Key Equipment Acquisition Agreement ” shall mean that certain Stock Purchase Agreement, dated as of the Delayed Draw Funding Date, by and among Holdings, The Steven F. Hyink Revocable Trust, dated July 20, 2006, as amended, Steven F. Hyink Trustee, and Steven F. Hyink, an individual resident of the State of Missouri, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Key Equipment Acquisition Documents ” shall mean the Key Equipment Acquisition Agreement and all other documents related thereto and executed in connection therewith.

“ Key Equipment Collateral Assignment Agreement ” shall mean that certain Collateral Assignment of Rights Agreement with respect to Holdings’ rights in the Key Equipment Acquisition Agreement dated as of the Delayed Draw Funding Date entered into by and among the Note Parties and Agent for the benefit the Purchasers, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“ Liabilities ” shall have the meaning assigned to that term in Section 7.01.

“ License ” or “ Licenses ” shall mean any license, permit, directive, authorization, approval or stipulation required to operate the Business at any location.

“ Lien ” shall mean any mortgage, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, or preference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction.

“ Lien Priority Agreement ” shall have the meaning assigned to that term in Section 3.03(f).

“ Liquidity Event ” shall have the meaning assigned to that term in Section 10.02(a).

“ Litigation ” shall mean any action, proceeding, litigation, investigation, arbitration, mediation or claim.

“ Loan Year ” shall mean each period of twelve consecutive months beginning on the Closing Date and each anniversary thereof.

“ Margin Stock ” shall have the meaning assigned to that term in Regulation U of the Federal Reserve Board.

“ Material Adverse Effect ” shall mean a material adverse effect on (a) the business, assets, operations or financial or other condition of Holdings or its Subsidiaries, considered as a whole, (b) Note Parties’ ability, considered as a whole, to pay any of the Obligations in accordance with the terms of this Agreement, (c) the Collateral, or the Liens of the Agent and the Purchasers on the Collateral or the priority of such Liens, or (d) Agent’s and Purchasers’ rights and remedies under this Agreement and the other Transaction Documents.

“ Maturity Date ” shall mean August 6, 2020.

“ Maximum Accrual ” shall have the meaning assigned to that term in Section 2.06(e) hereof.

“ Meridian Land ” shall have the meaning provided in the preamble hereto.

“ Missouri Waste ” shall have the meaning provided in the preamble hereto.

“ Modification ” shall mean, with respect to any agreement, instrument or other document, any amendment, supplement or modification of or to any provision of such document, any waiver of any provision of such document, and any consent to any departure by any party from the terms of any provision of such document.

“ Multiemployer Plan ” shall mean a multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code.

“ Net Income ” shall mean for any Person, for any period, the aggregate income (or loss) equal to net revenues and other proper income, less the aggregate of any and all items that are treated as expenses under GAAP, and less federal, state and local income taxes, but excluding any extraordinary gains or losses or any gains or losses from the sale or disposition of assets other than in the ordinary course of business, all computed and calculated in accordance with GAAP.

“ New Subsidiary ” shall have the meaning assigned to that term in Section 13.01.

“ Note A ” shall have the meaning assigned to that term in Section 2.01(a) and shall be substantially in the form of Exhibit A hereto.

“ Note B ” shall have the meaning assigned to that term in Section 2.01(b) and shall be substantially in the form of Exhibit B hereto.

“ Note Party ” shall mean each of Holdings, the Issuer, the Guarantors and the respective successors and assigns of each of the foregoing Persons, and “ Note Parties ” shall mean collectively all such Persons.

“ Note Register ” shall have the meaning assigned to that term in Section 12.18(b).

“ Notes ” shall have the meaning assigned to that term in Section 2.01(c).

“ Obligations ” shall mean and include any and all loans (including the loans evidenced by the Notes), advances, debts, liabilities, obligations, covenants and duties owing pursuant to this Agreement or pursuant to any Transaction Document by Issuers to Purchasers or their assigns, of any kind or nature, present or future (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Issuers whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) arising under this Agreement and the other Transaction Documents, absolute or contingent, joint or several, due or to become due, contractual or tortious, liquidated or unliquidated, now existing or hereafter arising, including without limitation under any amendments, extensions, renewals or increases and all costs and expenses of Purchasers incurred in the documentation, negotiation, modification, enforcement, collection or otherwise in connection with any of the foregoing, including but not limited to attorneys’ fees and expenses owing under this Agreement and the other Transaction Documents, and all obligations of Issuers to Purchasers and Agent to perform acts or refrain from taking any action.

“ Ordinary Course of Business ” shall mean the ordinary course of the Note Parties’ business as conducted on the Closing Date.

“ Organizational Documents ” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Other Hedging Agreements ” shall mean any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against fluctuations in currency or commodity values and not for speculative purposes.

“ Other Connection Taxes ” shall mean, with respect to the Agent or a Purchaser, Taxes imposed as a result of a present or former connection between the Agent or such Purchaser and the jurisdiction imposing such Tax (other than connections arising from the Agent or such Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Note or Transaction Document).

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Patent Security Agreement ” shall mean each Patent Security Agreement executed and delivered by the Note Parties, or any of them, and the Agent, for the benefit of the Purchasers, in substantially the form of Exhibit J .

“ Patents ” shall mean patents and patent applications, including (A) the patents and patent applications listed on Schedule 5.23 , (B) all continuations, divisionals, continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof, (D) the right to sue for past, present, and future infringements thereof and (E) all of each grantor’s rights corresponding thereto throughout the world.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA, or any successor agency or other Governmental Authority succeeding to the functions thereof.

“ Perfection Certificate ” shall mean the perfection certificates dated as of the Closing Date and Delayed Draw Funding Date, as applicable, and the responses thereto provided by the Note Parties and delivered to Agent.

“ Permitted Liens ” shall mean (a) Liens in favor of Agent, for its benefit and the ratable benefit of the Purchasers, (b) Liens for Taxes, assessments or other governmental charges not delinquent or being Properly Contested; (c) deposits or pledges to secure obligations under worker’s compensation, social security or similar laws, or under unemployment insurance; (d) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the Ordinary Course of Business and, with respect to the rendition, entry or issuance against any Note Party or any of its Subsidiaries, or any property of any such Person, of any judgment, writ, order or decree described in clause (e) of this definition, that such judgment, writ, order or decree is being Properly Contested; (e) Liens arising by virtue of the rendition, entry or issuance against any Note Party or any of its Subsidiaries, or any property of any such Person, of any judgment, writ, order or decree, provided that such Liens are in existence for less than twenty (20) consecutive days after it first arises or are being Properly Contested; (f) mechanics’, workers’, materialmen’s or other like Liens arising in the Ordinary Course of Business with respect to obligations which are not due or which are being Properly Contested; (g) Liens placed upon equipment or Real Property hereafter acquired or leased to secure a portion of the purchase price or lease thereof, provided that any such lien shall not encumber any other property of the Note Parties; (h) Liens disclosed on Schedule 9.02 ; (i) non-exclusive licenses of intellectual property, and leases or subleases of equipment or Real Property, in each case granted to third Persons in the Ordinary Course of Business and which do not interfere in any material respect with the operations of the business of the Note Parties; (j) Liens securing Indebtedness under the Great Southern Deeds of Trust, subject to the Lien Priority Agreement; and (k) Liens on the Collateral to secure the Enterprise Bank Revolving Indebtedness, subject to the Intercreditor Agreement.

“ Permitted Refinancing ” shall mean, that in connection with the extension, renewal or refinancing of any Indebtedness: (i) the aggregate principal amount of such Indebtedness is not increased (other than by an amount not in excess of reasonable expenses incurred by any Note Party in connection with such extension, renewal or refinancing), (ii) the scheduled maturity date of such Indebtedness is not shortened, (iii) the covenants or defaults are not materially more restrictive or more onerous than analogous provisions in the documentation of such Indebtedness as in effect on the date hereof, or, if such Indebtedness does not exist on the date hereof, on the date that such Indebtedness is entered into.

“ Person ” shall mean any individual, firm, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ PIK Interest ” shall have the meaning assigned to that term in Section 2.06.

“ PIK Interest Rate ” shall have the meaning assigned to that term in Section 2.06(b).

“ Plan ” shall mean any employee benefit plan within the meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, maintained for employees of the Note Parties prior to the Closing Date, or any member of the Controlled Group or any such Plan to which any Note Party or any member of the Controlled Group is required to contribute on behalf of any of its employees.

“ Pledge Agreement ” shall mean the Pledge Agreement, dated as of the Closing Date, by and among Jeffrey S. Cosman, each Subsidiary of Holdings from time to time party thereto, and the Agent, substantially in the form of Exhibit D hereto, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Praesidian Deeds of Trust ” shall have the meaning assigned to that term in Section 3.03(h).

“ Praesidian Kansas Deed of Trust ” shall have the meaning assigned to that term in Section 3.03(h).

“ Praesidian Missouri Assignment of Rents ” shall have the meaning assigned to that term in Section 3.03(h).

“ Praesidian Missouri Deed of Trust ” shall have the meaning assigned to that term in Section 3.03(h).

“ Prepayment Premium ” shall mean, with respect to any prepayment of the Note B or Delayed Draw Note C under Section 10.01(a), 10.02(a), 10.02(b), 10.02(c), 10.02(d) or 10.02(e), or any prepayment of the Note A under Section 10.01(a), in each case, a premium in the amount set forth in the table below for the Loan Year specified therein with respect to the principal amount of the Note A, Note B or Delayed Draw Note C so prepaid.

Loan Year		Prepayment Premium
	1		3.0	%
	2		2.0	%
	3		1.0	%
Thereafter			0.0	%

“ Pro Forma Balance Sheet ” shall have the meaning assigned to that term in Section 5.11(a).

“ Pro Forma Financial Statements ” shall have the meaning assigned to that term in Section 5.11(b).

“ Projections ” shall have the meaning assigned to that term in Section 5.11(b).

“ Properly Contested ” shall mean contested in good faith by appropriate proceedings diligently conducted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by the Note Parties and their Subsidiaries; provided , that no such Lien shall have any effect on the priority of the Liens in favor of Agent for its benefit and for the ratable benefit of Purchasers or the value of the assets on which Agent has such a Lien and a stay of enforcement of any such Lien shall be in effect.

“ Purchase Money Indebtedness ” shall mean and include (i) Indebtedness (other than the Indebtedness under the Notes) of any Note Party for the payment of all or any part of the purchase price of any equipment, (ii) any Indebtedness (other than the Indebtedness under the Notes) of any Note Party incurred at the time of or within thirty (30) days prior to or ninety (90) days after the acquisition of any equipment for the purpose of financing all or any part of the purchase price thereof (whether by means of a loan agreement, capital lease or otherwise), and (iii) any Permitted Refinancing thereof.

“ Purchaser ” and “ Purchasers ” shall have the meanings set forth in the first paragraph of this Agreement, and shall include each Person which becomes a transferee, successor or assign of any Purchaser.

“ RCRA ” shall mean the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as same may be amended from time to time.

“ Real Property ” shall mean all right, title and interest of any Note Party or any Subsidiary of any Note Party in and to owned and leased premises as of the Closing Date or at any time thereafter, and any other owned or leased premises used in connection with the business of the Note Parties and their respective Subsidiaries as of the Closing Date or at any time thereafter.

“ Remedial Action ” shall mean all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.

“ Reportable Event ” shall mean a reportable event described in Section 4043(b) of ERISA or the regulations promulgated thereunder.

“ Required Purchasers ” shall mean, at any time, Purchasers holding greater than fifty percent (50%) of the outstanding principal amount of the Notes.

“ Requirement of Law ” or “ Requirements of Law ” shall mean any requirement, direction, policy or procedure of any Applicable Law or License, Judgment, or Consent.

“ Restricted Payment ” shall mean: (a) any dividend or other distribution, direct or indirect (whether in cash or property), on account of any Equity Interests of any Note Party or any of its Subsidiaries, now or hereafter outstanding, except a dividend payable solely in shares of that class of Equity Interest to the holders of that class or dividends paid or payable to any Note Party; (b) any payment or prepayment of principal of, premium, if any, or interest on, or any redemption, conversion, exchange, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Note Party or any of its Subsidiaries now or hereafter outstanding, or the issuance of a notice of an intention to do any of the foregoing (or setting aside any funds for any of the foregoing purposes); (c) any payment or prepayment of interest on, principal of, premium, if any, redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Indebtedness subordinated to the Indebtedness existing pursuant to the Notes and this Agreement, other than, as expressly permitted under the terms of the applicable subordination agreement to which Agent and/or Purchasers are a party; (d) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any Equity Interests of any Note Party or any of its Subsidiaries now or hereafter outstanding; (e) any director fee paid to any member of the Board of Directors of any Note Party who is also an employee of any Note Party; (f) any payment by any Note Party of any management, consulting or similar fees to any Affiliate of any Note Party, whether pursuant to a management agreement or otherwise; or (g) the payment of any salary to Jeffrey S. Cosman.

“ Rolling Stock ” shall mean all trucks, trailers, tractors, service vehicles, vans, pick-up trucks, forklifts and other vehicles, wherever located, which are owned by, and used in the ordinary course of business of, the Issuer, but excluding any such property which is leased to the Issuer.

“ SBA ” shall mean the United States Small Business Administration or any successor thereto.

“ SBA Regulations ” shall mean the Small Business Investment Act of 1958, as amended, and the Regulations of SBA thereunder.

“ SBA Side Letter ” shall mean that certain Small Business Side Letter, dated as of the date hereof, by and between the Issuers and Fund III, substantially in the form of Exhibit G hereto, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ SBIC ” shall mean a small business investment company that is licensed by the SBA.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations thereunder as the same shall be in effect at the time.

“ Solvent ” shall mean, with respect to the Note Parties and their Subsidiaries considered as a whole, that (i) the assets and the property of the Note Parties and their Subsidiaries, exceed the aggregate liabilities (including contingent and unliquidated liabilities) of the Note Parties and their Subsidiaries, (ii) after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, the Note Parties and their Subsidiaries, considered as a whole, will not be left with unreasonably small capital, and (iii) after giving effect to the transactions contemplated by this Agreement, the Note Parties and their Subsidiaries are able to both service and pay their liabilities as they mature. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities will be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that is likely to become an actual or matured liability.

“ Stock ” shall mean all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“ Stock Equivalents ” shall mean all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“ Subsidiary ” of a Person (the “ parent ”), shall mean a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly by such parent. For purposes of this definition, “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless otherwise specified, all references herein to a “ Subsidiary ” or to

“ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of a Note Party.

“ Subordinated Seller Note ” shall mean individually and collectively, as the context requires, (a) the Promissory Note dated March 13, 2014, issued by Holdings in the principal amount of $50,000.00, payable to the order of Sandy Cosman, (b) the Promissory Note dated April 30, 2014, issued by Holdings in the principal amount of $491,666.67, payable to the order of Charles Barcom, (c) the Promissory Note dated April 30, 2014 in the principal amount of $491,666.67, payable to the order of Joseph D. Reich and (d) the Promissory Note dated April 30, 2014 in the principal amount of $491,666.67, payable to the order of Edward Kniep, IV, each as in effect on the Closing Date or as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Subordination Agreement.

“ Subordinated Creditor ” shall mean individually and collectively, as the context requires, Sandy Cosman, Charles Barcom, Joseph D. Reich and Edward Kniep, IV.

“ Subordinated Seller Indebtedness ” shall mean the Indebtedness evidenced by the Subordinated Seller Note, in an amount not to exceed $1,525,000 and subject at all times to the Subordination Agreement.

“ Subordination Agreement ” shall mean that certain Subordination Agreement dated as of the Closing Date by and among Holdings, Subordinated Creditor and the Agent, substantially in the form of Exhibit E hereto, as may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Termination Event ” shall mean (i) a Reportable Event with respect to any Plan or Multiemployer Plan; (ii) the withdrawal of any Note Party or any member of the Controlled Group from a Plan or Multiemployer Plan during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (iii) the providing of notice of intent to terminate a Plan in a distress termination described in Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Plan or Multiemployer Plan; (v) any event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of any Note Party or any member of the Controlled Group from a Multiemployer Plan.

“ Testing Date ” shall have the meaning assigned to that term in Section 2.06(e) hereof.

“ Total Funded Debt to EBITDA Ratio ” shall mean for any period, as determined in accordance with GAAP, the ratio of: (a) the sum of all Indebtedness of the Note Parties for borrowed money (including without limitation all Indebtedness of the Note Parties to Purchasers hereunder, the Indebtedness secured by the Great Southern Deeds of Trust, the Enterprise Bank Revolving Indebtedness and the aggregate amount of Capitalized Lease Obligations of the Note Parties) but excluding the Subordinated Seller Indebtedness, to (b) Adjusted EBITDA.

“ Trademark Security Agreement ” shall mean each Trademark Security Agreement executed and delivered by the Note Parties, or any of them, and the Agent, for the benefit of the Purchasers, in substantially the form of Exhibit K .

“ Trademarks ” shall mean any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (A) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule 5.23 , (B) all renewals thereof, (C) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (D) the right to sue for past, present and future infringements and dilutions thereof, (E) the goodwill of each grantor’s business symbolized by the foregoing or connected therewith and (F) all of each grantor’s rights corresponding thereto throughout the world.

“ Trading with the Enemy Act ” shall mean the foreign assets control regulations of the United States Treasury Department (31CFR, Subtitle B, Chapter V, as amended) and any enabling legislation, regulations or executive order relating thereto.

“ Transaction Documents ” shall mean collectively, this Agreement, the Notes, any Guaranty, the Pledge Agreement, the Control Agreements, the Collateral Access Agreements, the SBA Side Letter, the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement, the Equity Investment Documents, the Key Equipment Collateral Assignment Agreement, the Praesidian Deeds of Trust, the Lien Priority Agreement, the Intercreditor Agreement, the collateral assignment of key-man life insurance and all other writings heretofore, now or hereafter executed by Issuer or any Guarantor and/or delivered to Agent or any Purchaser in respect of the transactions contemplated by this Agreement, as each may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Transactions ” shall have the meaning assigned to that term in Section 5.11(a) hereof.

“ UCC ” shall have the meaning assigned to that term in Section 1.04 hereof.

“ USA Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“ U.S. Issuer ” shall mean any Issuer that is a U.S. Person.

“ U.S. Person ” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning specified in Section 15.01(g).

“ Warrant (Fund III) ” shall mean that certain Warrant issued by Holdings to Praesidian Capital Opportunity Fund III, LP or its Affiliate.

“ Warrant (Fund III-A) ” shall mean that certain Warrant issued by Holdings to Praesidian Capital Opportunity Fund III-A, LP or its Affiliate.

“ Warrants ” shall mean, collectively, Warrant (Fund III) and Warrant (Fund III-A).

“ Wholly-Owned Subsidiary ” shall mean, with respect to any Person, a corporation or other entity of which 100% or more of the voting power of the voting equity securities or other Equity Interests is owned, directly or indirectly, by such Person. Unless otherwise qualified, all references to a “Wholly-Owned Subsidiary” or to “Wholly-Owned Subsidiaries” in this Agreement shall refer to a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries of Holdings.

1.02 Accounting Terms; Financial Statements All accounting terms used herein and not expressly defined in this Agreement shall have the respective meanings given to them in conformance with GAAP, as consistently applied to the applicable Person. Financial statements and other information furnished after the date hereof pursuant to the Agreement or the other Transaction Documents shall be prepared in accordance with GAAP as in effect at the time of such preparation, provided , however , that if at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Transaction Document, and any of the Issuers or the Agent shall so request, the Agent, the Purchasers and the Note Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Note Parties shall provide to the Purchasers financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.03 Knowledge of the Note Parties . All references to the knowledge of any Note Party or to facts known by any Note Party shall mean actual knowledge of a senior officer of such Note Party or of a senior officer of any of such Note Party’s Subsidiaries, as the case may be, or knowledge which such Person could reasonably have acquired through the exercise of due inquiry.

1.04 UCC Terms All terms used herein and defined in the Uniform Commercial Code as adopted in the State of New York from time to time (the “ UCC ”) shall have the meaning given therein unless otherwise defined herein. Without limiting the foregoing, the terms “accounts”, “chattel paper”, “instruments”, “general intangibles”, “payment intangibles”, “supporting obligations”, “securities”, “investment property”, “documents”, “deposit accounts”, “software”, “letter of credit rights”, “inventory”, “equipment” and “fixtures”, as and when used shall have the meanings given to such terms in Articles 8 or 9 of the UCC. To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the UCC, such expanded definition will apply automatically as of the date of such amendment, modification or revision.

1.05 Certain Matters of Construction The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which Agent is a party, including references to any of the Transaction Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Whenever the words “including” or “include” shall be used, such words shall be understood to mean “including, without limitation” or “include, without limitation”. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing by the Required Purchasers. Any Lien referred to in this Agreement or any of the other Transaction Documents as having been created in favor of Agent, any agreement entered into by Agent pursuant to this Agreement or any of the Transaction Documents, any payment made by or to or funds received by Agent pursuant to or as contemplated by this Agreement or any of the Transaction Documents, or any act taken or omitted to be taken by Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of Agent and Purchasers. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

ARTICLE 2.

PURCHASE AND SALE OF THE NOTES

2.01 Purchase and Sale of the Notes and Warrant (a) (a) Note A and Warrant . Subject to the terms and conditions set forth in Section 3.01, (i) Issuers agree and authorize that they will issue and sell to each Purchaser, and each Purchaser agrees that on the Closing Date it will purchase from the Issuers term notes in an aggregate principal amount equal to $3,670,000 (collectively, the “ Note A ”), appropriately completed in conformity herewith, at the purchase price set forth opposite such Purchaser’s name on Schedule 2.01 hereto with respect to such Note and (ii) in connection with the purchase of Note A, (A) Holdings hereby authorizes the sale of and agrees to sell to Praesidian Capital Opportunity Fund III, LP on the Closing Date, and Praesidian Capital Opportunity Fund III, LP agrees to purchase from Holdings on the Closing Date, in reliance on the representations, warranties and covenants of the Note Parties and Praesidian Capital Opportunity Fund III, LP herein, upon the terms and conditions set forth herein, the Warrant (Fund III) and (B) Holdings hereby authorizes the sale of and agrees to sell to Praesidian Capital Opportunity Fund III-A, LP on the Closing Date, and Praesidian Capital Opportunity Fund III-A, LP agrees to purchase from Holdings on the Closing Date, in reliance on the representations, warranties and covenants of the Note Parties and Praesidian Capital Opportunity Fund III-A, LP herein, upon the terms and conditions set forth herein, the Warrant (Fund III-A). Holdings and the Purchasers agree that the aggregate fair market value of the Warrants shall be $168,572.28 for purposes of the investment unit allocation under Section 1273(c)(2) of the Code. Holdings and Purchasers agree to report in a manner consistent with this allocation.

(b) Note B . Subject to the terms and conditions set forth in Section 3.01, Issuers agree and authorize that it will issue and sell to each Purchaser, and each Purchaser agrees that on the Closing Date it will purchase from the Issuers term notes in an aggregate principal amount equal to $7,175,000 (collectively, the “ Note B ”), appropriately completed in conformity herewith, at the purchase price set forth opposite such Purchaser’s name on Schedule 2.01 hereto with respect to such Note.

(c) Delayed Draw Note C . Subject to the terms and conditions set forth in Section 3.02, Issuers agree and authorize that they will issue and sell to each Purchaser, and each Purchaser agrees that on or prior to the Delayed Draw Note C Termination Date it will purchase from the Issuers term notes in an aggregate principal amount equal to $2,825,000 (collectively, the “ Delayed Draw Note C ” and, together with Note A and Note B, each, individually, the “ Note ” and collectively, the “ Notes ”), appropriately completed in conformity herewith, at the purchase price set forth opposite such Purchaser’s name on Schedule 2.01 hereto with respect to such Note.

(i) Delayed Draw Note C Request. To issue and sell a Delayed Draw Note C to each Purchaser, at least five (5) days prior to the requested Delayed Draw Funding Date (unless such requirement is waived by the Required Purchasers), Issuers shall complete, sign and deliver a Delayed Draw Note C Request to Agent. Agent shall promptly notify each Purchaser of such Delayed Draw Note C Request. Each Purchaser shall purchase directly from Issuers its pro rata percentage of the Delayed Draw Note C in accordance with Schedule 2.01 hereto, and in the manner requested by the Delayed Draw Note C Request, provided , that, each of the conditions precedent to such Delayed Draw Note C set forth in Section 3.02 is satisfied as of the requested Delayed Draw Funding Date.

2.02 Fees at Closing; Expenses On the Closing Date, the Issuers shall (a) pay to, or as directed by, the Purchasers the Closing Date Transaction Fee and (b) reimburse all of the Agent’s and the Purchasers’ reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel and consultants) incurred in connection with (i) the negotiation and execution and delivery of this Agreement and the other Transaction Documents and the Purchasers’ due diligence investigation and (ii) the transactions contemplated by this Agreement and the other Transaction Documents, which payments shall be made by wire transfer of immediately available funds to an account or accounts designated by the Purchasers or which shall be immediately offset by the Purchasers against the principal proceeds of the Notes.

2.03 Closing On the Closing Date, the Issuers shall deliver the Note A and Note B to the Purchasers against delivery by the Purchasers to the Issuers of the respective purchase prices therefor and the Warrant. In each case, payment of such purchase price shall be by wire transfer of immediately available funds.

2.04 Financial Accounting Positions; Tax Reporting

.Each of the parties hereto agrees to take reporting and other positions with respect to the Notes which are consistent with the purchase price of the Notes set forth herein for all financial accounting purposes, unless otherwise required by applicable GAAP or Commission rules (in which case the parties agree only to take positions inconsistent with the purchase price of the Notes set forth herein provided that the Purchasers have consented thereto, which consent shall not be unreasonably withheld). If any position inconsistent with the purchase price of the Notes set forth herein is taken, the covenants shall be adjusted to the extent necessary to eliminate any impact caused by such inconsistent position. Each of the parties to this Agreement agrees to take reporting and other positions with respect to the Notes which are consistent with the purchase price of the Notes set forth herein for all other purposes, including for all federal, state and local tax purposes, except as otherwise required by Applicable Law.

2.05 Interest The Issuers shall pay interest (“ Interest ”) on the outstanding principal amount of the Notes at the rate of fourteen percent (14.0%) per annum (the “ Interest Rate ”) as set forth in clauses (a) and (b) below. Interest on the Notes shall accrue from and including the date of issuance through and until repayment of the Notes and all other Obligations in full, and shall be computed on the basis of a 360-day year of twelve 30-day months. Interest shall be paid as follows and all Interest accrued and unpaid through the Maturity Date shall be paid in full on the Maturity Date:

(a) Cash Interest . The Issuers shall pay interest (“ Cash Interest ”) on the outstanding principal amount of the Notes at the rate of twelve and one-half percent (12.5%) per annum. Cash Interest shall be paid monthly in arrears on the last day of each calendar month of each year or, if any such date shall not be a Business Day, on the immediately preceding Business Day to occur prior to such date (each date upon which Cash Interest shall be so payable, an “ Interest Payment Date ”), beginning on August 6, 2015 by wire transfer of immediately available funds to an account at a bank designated in writing by each Purchaser.

(b) PIK Interest . In addition to the Cash Interest, the Issuers shall pay interest in kind (“ PIK Interest ”) on the outstanding principal amount of the Notes at a rate of one and one-half percent (1.5%) per annum (the “ PIK Interest Rate ”), by the automatic increase of the principal amount of the Notes on each Interest Payment Date by an amount equal to the accrued but unpaid PIK Interest on the principal amount of such Notes as of such Interest Payment Date. Notwithstanding the foregoing, at the option of the Issuers and upon at least two (2) Business Days advance notice to Agent, PIK Interest payable under this Section 2.06(b) may be paid in cash on any one or more Interest Payment Dates in lieu of increasing the principal amount of the Notes. For purposes of this Agreement, the term “PIK Interest” shall be deemed to include payments of interest in cash at the PIK Interest Rate with respect to such times, if any, that the Issuers shall choose such cash option.

(i) Note A. With respect to Note A, during the continuance of an Event of Default arising under Section 11.01(a), 11.01(b), or 11.01(c) (with respect to Section 8.01) the Issuers shall, at the direction of the Required Purchasers and the written notice thereof to the Issuer, which notice may be retroactive, pay interest on the outstanding Obligations owing by it hereunder at a rate per annum at all times equal to the Interest Rate plus two percent 2.0% (the “ Default Rate (Note A) ”) to the fullest extent permitted by Applicable Laws; provided that upon an Event of Default arising under Section 11.01(a), 11.01(b) or 11.01(c) (with respect to Section 8.01), such application of the Default Rate shall be automatic without any notice thereof. Accrued and unpaid interest on such amounts shall be due and payable upon written demand. Payment or acceptance of the increased rates of interest provided for in this Section 2.06(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Agent or any Purchaser.

(ii) Note B and Delayed Draw Note C. With respect to Note B and Delayed Draw Note C, during the continuance of any Event of Default the Issuers shall, at the direction of the Required Purchasers and the written notice thereof to the Issuer, which notice may be retroactive, pay interest on the outstanding Obligations owing by it hereunder at a rate per annum at all times equal to the Interest Rate plus two percent 2.0% (the “ Default Rate (Note B and Delayed Draw Note C) ”) to the fullest extent permitted by Applicable Laws; provided that upon an Event of Default arising under Section 11.01(a) or 11.01(b), such application of the Default Rate shall be automatic without any notice thereof. Accrued and unpaid interest on such amounts shall be due and payable upon written demand. Payment or acceptance of the increased rates of interest provided for in this Section 2.06(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Agent or any Purchaser.

(d) No Usurious Interest . In the event that any interest rate(s) or premiums provided for in this Section 2.06 or otherwise in this Agreement, shall be determined to be unlawful, such interest rate(s) shall be computed at the highest rate permitted by Applicable Law. Any payment by the Note Parties of any interest amount in excess of that permitted by Applicable Law shall be considered a mistake, with the excess being applied to the principal amount of the Notes without prepayment premium or penalty; if no such principal amount is outstanding, such excess shall be returned to the Note Parties.

(e) AHYDO . Notwithstanding anything to the contrary contained in Section 2.06 , if (1) the loans evidenced by the Notes remain outstanding after the fifth anniversary of the initial issuance thereof and (2) the aggregate amount of the accrued but unpaid interest on such loans (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of any Testing Date occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual, then all such accrued but unpaid interest on such loans (including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Issuers to the holders thereof on such Testing Date, it being the intent of the parties hereto that the deductibility of interest under such loans shall not be limited or deferred by reason of Section 163(i) of the Code. For these purposes, the “ Maximum Accrual ” is an amount equal to the product of the issue price of such loans (as defined in Code Sections 1273(b) and 1274(a)) and their yield to maturity, and a “ Testing Date ” is any Interest Payment Date and the date on which any “accrual period” (within the meaning of Section 1272(a)(5) of the Code) closes. Any accrued interest which for any reason has not theretofore been paid shall be paid in full on the date on which the final principal payment on such loans is made.

(f) SBA Cost of Money Limitation . The sum of (i) the Interest Rate paid by the Note Parties to the Purchasers and (ii) all other consideration paid by the Note Parties to the Purchasers pursuant to the Notes and any other provision of this Agreement that constitutes Cost of Money, shall not exceed, with respect to any Purchaser that is an SBIC, the ceiling for the Cost of Money that is applicable to the Notes pursuant to SBA Regulations. Any payment to a Purchaser that is an SBIC of default interest pursuant to Section 2.06(c), payments pursuant to Section 15.01, any Prepayment Premium or other consideration pursuant to this Agreement that results in the Cost of Money for the Notes being in excess of the applicable ceiling for the Cost of Money for the Notes shall be considered an error and shall be returned to the Note Parties.

2.06 Tax Treatment Each of the Issuers, Purchasers and Agent agree (i) that the Notes shall be treated as debt for U.S. federal income tax purposes, (ii) that the Notes are not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that the Notes are issued with “original issue discount” for U.S. federal income tax purposes by reason of Sections 2.01(a) and 2.06(b) and (iv) to adhere to this Agreement for U.S. federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent herewith. The inclusion of this Section 2.07 is not an admission by any Purchaser that it is subject to U.S. taxation.

ARTICLE 3.

CONDITIONS TO THE OBLIGATIONS OF THE

PURCHASERS TO PURCHASE THE NOTES

3.01 Conditions Precedent to Note A and Note B on the Closing Date The obligation of the Purchasers to purchase the Note A and Note B and to pay the purchase price therefor on the Closing Date and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Closing Date; provided , however , that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Note Parties.

(a) Representations and Warranties . The representations and warranties of the Note Parties contained in Article 5 hereof shall be true and correct at and as of the date hereof and the Closing Date as if made at and as of such date, and the Agent shall have received on the Closing Date a certificate to the foregoing effect, dated the Closing Date, and executed by an Authorized Officer of each Note Party.

(b) Compliance with this Agreement . The Note Parties shall have performed and complied with all of their agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Note Parties on or before the Closing Date, and the Agent shall have received on the Closing Date certificates to the foregoing effect, dated the Closing Date, and executed by an Authorized Officer of each Note Party.

(c) Secretary’s Certificates . The Agent shall have received a certificate from each Note Party, dated the Closing Date and signed by the Secretary or an Assistant Secretary of such Note Party, certifying (a) that the attached copies of the Organizational Documents of such Note Party, (or other applicable organizational or constituent documents), and resolutions of the Board of Directors (or other applicable authority) of such Note Party approving the Transaction Documents to which it is a party and the transactions contemplated hereby and thereby are all true, complete and correct and remain unamended and in full force and effect, and (b) the incumbency and specimen signature of each officer of such Note Party executing any Transaction Document to which it is a party or any other document delivered in connection herewith and therewith on behalf of such Note Party.

(d) Transaction Documents . The Agent shall have received duly executed Transaction Documents and true, complete and correct copies of such agreements, schedules, exhibits, certificates, documents, financial information and filings as it may reasonably request in connection with or relating to the transactions contemplated by this Agreement or any other Transaction Document, all in form and substance satisfactory to the Agent.

(e) Purchase of Notes Permitted by Applicable Laws . The acquisition of and payment for the Notes to be acquired by the Purchasers hereunder and the consummation of the transactions contemplated hereby and by the Transaction Documents (a) shall not be prohibited by any Requirement of Law, (b) shall not subject the Agent or any Purchaser to any penalty or other onerous condition under or pursuant to any Requirement of Law, and (c) shall be permitted by all Requirements of Law to which the Agent or any Purchaser or the transactions contemplated by or referred to herein or in the Transaction Documents are subject; and the Agent and each Purchaser shall have received such certificates or other evidence as the Agent or such Purchaser may reasonably request to establish compliance with this condition.

(f) Opinions of Counsel . The Agent shall have received opinions of outside counsel to the Note Parties, dated as of the Closing Date, relating to the transactions contemplated by or referred to herein, in form and substance acceptable to the Agent.

(g) Approval of Counsel to the Purchasers . All actions and proceedings hereunder and all agreements, schedules, exhibits, certificates, financial information, filings and other documents required to be delivered by the Note Parties and each of their respective Subsidiaries hereunder or in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, and all other related matters, shall have been in form and substance acceptable to Proskauer Rose LLP, counsel to the Agent and the Purchasers, in its reasonable judgment (including the opinions of counsel referred to in Section 3.01(f) hereof).

(h) Consents and Approvals . All Consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with respect to those Contractual Obligations of each Note Party and each of its Subsidiaries necessary, desirable, or required in connection with the execution, delivery or performance (including the payment of interest on the Notes) by such Note Party, or enforcement against such Note Party of the Transaction Documents to which it is a party, shall have been obtained and be in full force and effect, and the Agent shall have been furnished with appropriate evidence thereof, and all waiting periods shall have lapsed without extension or the imposition of any conditions or restrictions.

(i) Lien Searches; Payment of Outstanding Indebtedness . The Agent shall have received copies of all UCC financing statements and UCC, judgment and federal and state tax lien searches as Agent shall have reasonably requested of the Note Parties and such other Persons as Agent may request, and such termination statements, releases or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens, and Liens to be terminated on the Closing Date). Without limiting the foregoing, all Indebtedness identified in Schedule 3.01(h) , together with all interest, all payment premiums and all other amounts due and payable with respect thereto, shall have been paid in full from the proceeds of the issuance of the Notes and all commitments in respect of such Indebtedness shall have been permanently terminated, and all Liens securing payment of any such Indebtedness shall have been released, and the Purchasers shall have received all payoff and release letters, UCC Form UCC-3 termination statements or other instruments or agreements as may be suitable or appropriate in connection with the release of any such Liens.

(j) No Material Judgment or Order . There shall not be on the Closing Date any judgment or order of a court of competent jurisdiction or any ruling of any Governmental Authority or any condition imposed under any Requirement of Law which, in the judgment of the Purchasers, would prohibit the purchase of the Notes hereunder or subject any Purchaser to any penalty or other onerous condition under or pursuant to any Requirement of Law if the Notes were to be purchased hereunder.

(k) Pro Forma Balance Sheet, Total Funded Debt to EBITDA Ratio and Fixed Charge Coverage Ratio . The Note Parties shall have delivered to the Agent as of the Closing Date (i) the Pro Forma Financial Statements, certified by the chief financial officer of each Note Party that they fairly present the pro forma adjustments reflecting the consummation of the transactions contemplated by the Transaction Documents, including all fees and expenses in connection therewith and (ii) evidence demonstrating to the satisfaction of the Agent that as of the Closing Date, (y) the pro forma Total Funded Debt to EBITDA Ratio for the twelve-month period ended June 30, 2015 is not more than 3.90:1.00, and (z) the pro forma Fixed Charge Coverage Ratio for the twelve-month period ended June 30, 2015 is not less than 1.50:1.00.

(l) Good Standing Certificates . Each Note Party shall have its delivered to the Agent as of the Closing Date, good standing certificates for itself and each of its Subsidiaries for each of their respective jurisdictions of incorporation and all other jurisdictions where they are qualified to do business.

(m) No Litigation . No Litigation shall have been commenced or threatened, and no investigation by any Governmental Authority shall have been commenced or threatened: (i) seeking to restrain, prevent or change the transactions contemplated hereby or questioning the validity or legality of any of such transactions, or (ii) which, if resolved adversely to any such Person, could reasonably be expected to have a Material Adverse Effect.

(n) Financial Statements; Projections . The Agent shall have received and reviewed to its reasonable satisfaction copies of the Note Parties’ audited financial statements for the fiscal year ended December 31, 2013, and unaudited financial statements for each month and quarter period ending thereafter and at least thirty (30) days prior to the Closing Date. In addition, Agent shall have received and reviewed to its reasonable satisfaction a set of financial projections, prepared on a month-by-month basis, for the Note Parties’ fiscal year ending December 31, 2015, and on a year-by-year basis for the following fiscal years ending December 31, 2016, 2017, 2018 and 2019 (such projections to be prepared by or under the direction of an Authorized Officer of the Note Parties).

(o) Flow of Funds . The Agent shall have received a certificate executed by an Authorized Officer of the Issuers setting forth a flow of funds evidencing the accounts to which the loans evidenced by the Notes are to be funded and the amounts being funded into each account.

(p) Adverse Change. Nothing shall have occurred since December 31, 2013, which the Purchasers shall determine has had, or could reasonably be expected to have, a Material Adverse Effect or otherwise impact the markets in which any Note Party or any of its Subsidiaries conducts its business.

(q) Insurance Certificates . On the Closing Date, the Purchasers shall have received evidence of insurance complying with the requirements of Section 8.09 for the business and properties of the Note Parties and their respective Subsidiaries.

(r) Fees and Expenses . On the Closing Date, Agent and the Purchasers shall have received or offset against the Note principal proceeds all costs, fees and expenses contemplated by Section 2.02.

(s) Conduct of Business . Since December 31, 2013, the Note Parties shall have conducted their business in the Ordinary Course of Business, and the holders of the Equity Interests of the Note Parties shall have taken no actions to impair the value of the business of the Note Parties.

(t) Transfer Taxes . The Note Parties shall pay all sales, use, transfer, real property transfer and other similar Taxes, if any, arising out of or in connection with the transactions effected pursuant to this Agreement.

(u) SBA . The Purchasers shall have received all closing certificates, corporate documents, evidence of authorization, forms and information required by the SBA, including without limitation SBA Forms 480, 652 and 1031, and other agreements, instruments and documents in respect of any aspect or consequence of the Transactions as the Purchasers may reasonably request, all of which shall be in form and substance reasonably satisfactory to the Purchasers.

(v) Due Diligence . The Agent shall have completed its business and legal due diligence, including background checks conducted on Authorized Officers at the discretion of the Agent, and the results thereof shall have been satisfactory in form and substance to the Agent in its sole discretion.

(w) Quality of Earning Report . The Agent shall have received a diligence report on the quality of earnings of the Note Parties prepared by a third party, and the results thereof shall have been satisfactory to the Agent in its sole discretion.

(x) Collateral Access Agreements . Each applicable Note Party shall obtain a Collateral Access Agreement in form and substance acceptable to Agent with respect to the Note Parties’ location 13500 and 13524 Northwest Industrial Drive, Bridgeton, Missouri 63044.

3.02 Conditions Precedent to the Delayed Draw Note C The obligation of the Purchasers to purchase the Delayed Draw Note C and to pay the purchase price therefor on the Delayed Draw Funding Date and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Purchasers of the following conditions on or before the Delayed Draw Funding Date; provided , however , that any waiver of a condition shall not be deemed a waiver of any breach of any representation, warranty, agreement, term or covenant or of any misrepresentation by the Note Parties.

(a) Delayed Draw Note C Request . The Agent shall have received a Delayed Draw Note C Request for the Delayed Draw Note C, duly executed by an Authorized Officer of the Issuers, with such Delayed Draw Note C Request being deemed to constitute a representation and warranty by Issuers on the relevant Delayed Draw Funding Date as to the matters specified in this Section 3.02 with respect to such Delayed Draw Note C and as to the matters set forth in the Delayed Draw Note C Request.

(b) Representations and Warranties . The representations and warranties of the Note Parties contained in Article 5 hereof shall be true and correct at and as of the applicable Delayed Draw Funding Date as if made at and as of such date and no Default or Event of Default shall exist as such Delayed Draw Funding Date, and the Agent shall have received on the Delayed Draw Funding Date a certificate to the foregoing effect, dated the Delayed Draw Funding Date, and executed by an Authorized Officer of each Note Party.

(c) Opinions of Counsel . The Agent shall have received opinions of outside counsel to Key Equipment & Supply Co. dated as of the Delayed Draw Funding Date, relating to the transactions contemplated by or referred to herein, in form and substance acceptable to the Agent.

(d) Consents and Approvals . All Consents, exemptions, authorizations, or other actions by, or notices to, or filings with, Governmental Authorities and other Persons in respect of all Requirements of Law and with respect to those Contractual Obligations of each Note Party and each of its Subsidiaries necessary, desirable, or required in connection with the execution, delivery or performance (including the payment of interest on the Notes) by such Note Party, or enforcement against such Note Party of the Transaction Documents to which it is a party, shall have been obtained and be in full force and effect, and the Agent shall have been furnished with appropriate evidence thereof, and all waiting periods shall have lapsed without extension or the imposition of any conditions or restrictions..

(e) Adverse Change. Nothing shall have occurred since the Closing Date, which the Purchasers shall determine has had, or could reasonably be expected to have, a Material Adverse Effect or otherwise impact the markets in which any Note Party or any of its Subsidiaries conducts its business.

(f) Delayed Draw Transaction Fee . Agent and the Purchasers shall have received the Delayed Draw Transaction Fee, payable by the Issuers as a nonrefundable, fully-earned fee on the Delayed Draw Funding Date.

(g) Conduct of Business . Since the Closing Date, the Note Parties shall have conducted their business in the Ordinary Course of Business, and the holders of the Equity Interests of the Note Parties shall have taken no actions to impair the value of the business of the Note Parties.

(h) Intercreditor Agreement . The Agent shall have received an executed copy of the Intercreditor Agreement, in form and substance satisfactory to Agent.

(i) Key Equipment Acquisition .

(i) The Key Equipment Acquisition shall be consummated pursuant to and in accordance with the Key Equipment Acquisition Documents in all material respects, and Agent shall have received true, correct and complete copies of the Key Equipment Acquisition Agreement and all other documents related thereto and executed in connection therewith.

(ii) The execution, delivery and performance of each of the Key Equipment Acquisition Documents shall be duly authorized by all necessary action on the part of Holdings. Each Key Equipment Acquisition Document shall be the legal, valid and binding obligation Holdings, enforceable against Holdings in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors' rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Holdings shall not be in default in the performance or compliance with any provisions thereof. All representations and warranties made by Holdings in the Key Equipment Acquisition Documents and in the certificates delivered in connection therewith shall be true and correct in all material respects.

(iii) As of the Delayed Draw Funding Date, the Key Equipment Acquisition shall have been consummated in all material respects, in accordance with all applicable laws. As of the Delayed Draw Funding Date, all requisite approvals by Governmental Authorities having jurisdiction over Holdings and, to Holdings’ knowledge, the Sellers (as defined therein), with respect to the Key Equipment Acquisition, shall be obtained (including filings or approvals required under the Hart-Scott-Rodino Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably be expected to be material to the interests of the Purchasers. As of the Delayed Draw Funding Date, Holdings shall have good title to the assets acquired pursuant to the Key Equipment Acquisition Agreement, free and clear of all Liens other than Permitted Liens.

(iv) The Agent shall have received the Key Equipment Collateral Assignment Agreement, in form and substance reasonably satisfactory to the Agent.

(v) The Agent shall have received from Key Equipment & Supply Co. a joinder to this Agreement as a Guarantor pursuant to Section 5.17(c) and all applicable security agreements, in form and substance reasonably satisfactory to the Agent.

(vi) The Agent shall have received from Key Equipment & Supply Co. a Perfection Certificate, in form and substance reasonably satisfactory to the Agent.

3.03 Conditions Subsequent .

(a) Brooklyn Acquisition Stock Certificates . On or before the date that is two (2) days after the Closing Date, the Issuers shall deliver to the Agent originals of the stock certificates representing 100% of the issued and outstanding shares of capital stock of Brooklyn Cheesecake & Dessert Acquisition Corp.

(b) Vehicle Titles . On or before the date that is thirty (30) days after the Closing Date, the Issuer shall deliver to Agent all original title documents for all Rolling Stock (other than any Rolling Stock the ownership of which is not required to be evidenced by a certificate of title under the laws applicable to it) and ensure that Agent has received all documentation and information necessary for Agent’s name to be noted on such certificate as a first lienholder, including all documentation necessary to evidence the termination of Comerica Bank as a lienholder on such title documents.

(c) Key Man Life Insurance . On or before the date that is thirty (30) days after the Closing Date, the Issuers shall have in place a key-man or other life insurance policy on the life of Jeffrey S. Cosman in an amount not less than $15,000,000, which shall have been assigned to the Agent by virtue of a collateral assignment, in form and substance acceptable to Agent, naming the Agent as beneficiary and providing that such insurance policy may not be canceled so long as he remains an employee of the Issuer unless the insurance carrier gives at least thirty (30) days’ prior written notice of such cancellation to the Agent.

(d) Name Change . On or before the date that is thirty (30) days after the Closing Date, the Issuers shall have provided evidence satisfactory to the Agent of the name change of “Brooklyn Cheesecake & Desserts Company, Inc.” to “Meridian Waste Solutions, Inc.” in the State of Georgia.

(e) Key Equipment Stock Certificates . On or before the date that is two (2) days after the Delayed Draw Funding Date, the Issuers shall deliver to the Agent originals of the stock certificates representing 100% of the issued and outstanding shares of capital stock of Key Equipment & Supply Co.

(f) Insurance Certificates and Endorsements . On or before the date that is thirty (30) days after the Delayed Draw Funding Date, the Purchasers shall have received (i) evidence of insurance complying with the requirements of Section 8.09 for the business and properties of Key Equipment & Supply Co. and (ii) endorsements naming the Agent as loss payee (under a satisfactory lender’s loss payable endorsement) or additional insured, as appropriate.

(g) Collateral Access Agreements . On or before the date that is forty-five (45) days after the Delayed Draw Funding Date, the Note Parties shall deliver Collateral Access Agreements in form and substance acceptable to Agent with respect to the Note Parties’ locations at (i) 13507 Northwest Industrial Drive, Bridgeton, Missouri 63044, (ii) 6716 & 6720 Berger Avenue, Kansas City, Kansas 66111 and (iii) 12540 Broadwell Road, Suite 1203, Milton, Georgia 30004.

(h) Real Estate . On or before the date that is forty-five (45) days after the Delayed Draw Funding Date, the Note Parties shall deliver to the Agent (i) a deed of trust (the “ Praesidian Missouri Deed of Trust ”) for the owned Real Property located at 13507 Northwest Industrial Drive, Bridgeton, Missouri 63044 as well as the most recently completed survey in respect thereof, (ii) a deed of trust (the “ Praesidian Kansas Deed of Trust ” and together with the Praesidian Missouri Deed of Trust, the “ Praesidian Deeds of Trust ”) for the owned Real Property located at 6716 & 6720 Berger Avenue, Kansas City, Kansas 66111 as well as the most recently completed survey in respect thereof, (iii) a lien priority agreement which shall be in form and substance satisfactory to Agent in its sole discretion, to be executed by the Agent and Great Southern Bank in connection with the owned Real Property located at 13507 Northwest Industrial Drive, Bridgeton, Missouri 63044 and 6716 & 6720 Berger Avenue, Kansas City, Kansas 66111, as such agreement may be amended, supplemented, or otherwise modified, renewed or replaced from time to time in accordance with the terms thereof (the “ Lien Priority Agreement ”), (iv) an assignment of rents (the “ Praesidian Missouri Assignment of Rents ”) for the owned Real Property located at 13507 Northwest Industrial Drive, Bridgeton, Missouri 63044, (v) Phase I environmental assessments of such properties prepared within the last six (6) months and in accordance with ASTM E 1527-13, and reasonably acceptable in form and substance to Agent, (vi) an environmental indemnity agreement, executed by the Note Parties in favor of Purchasers, in form and substance satisfactory to Agent in its sole discretion and (vii) such owners affidavits and lien releases as may be required to cause such title policies to insure the lien of the Praesidian Deeds of Trust as a valid second priority lien on such property, subject to the terms of the Lien Priority Agreement.

(i) On or before the date that is ninety (90) days after the Closing Date, the Purchasers shall have received (i) a consent by the City of Clarkson Valley to the assignment of the Contract for Collection of Residential Solid Waste, Recyclables, Compostables [sic] between the City of Clarkson Valley and Here To Serve – Missouri Waste Division, LLC, (ii) opinions of outside counsel to Here To Serve – Missouri Waste Division, LLC, relating to such consent, in form and substance acceptable to the Agent, and (iii) an amendment to the Extension of Solid Waste License Agreement between the City of Wildwood and Here To Serve – Missouri Waste Division, LLC dated as of March 17, 2015 to correct the “d/b/a” name referenced therein to “Meridian Waster Services”.

ARTICLE 4.

COLLATERAL; GENERAL TERMS

4.01 Security Interest in the Collateral To secure the prompt payment and performance of the Obligations, each Issuer hereby grants to Agent, for its benefit and the benefit of each Purchaser, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located. To secure the prompt payment and performance of the Guarantor Obligations, each Guarantor hereby grants to Agent, for its benefit and the benefit of each Purchaser, a continuing security interest in and to and Lien on all of its Collateral, whether now owned or existing or hereafter acquired or arising and wheresoever located.

4.02 Perfection of Security Interest Each Note Party shall take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, in order to maintain at all times the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent and Purchasers to protect, exercise or enforce their rights hereunder and in the Collateral, including, but not limited to (i) immediately discharging all Liens other than Permitted Liens, (ii) obtaining Collateral Access Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credit and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox control and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices, assignments and other documents, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the UCC or other Applicable Law. Each Note Party hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Agent may determine are necessary or advisable to perfect the security interest granted to Agent for its benefit and the benefit of each Purchaser herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral that describes such property in any other manner as Agent may determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent for its benefit and the benefit of each Purchaser herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired other than motor vehicles” Each Note Party that is an issuer of Equity Interests that are pledged to Agent hereunder, whether certificated or uncertificated, acknowledges the pledge thereof to Agent under the Pledge Agreement. All reasonable, out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be added to the Obligations, or, at Agent’s option, shall be paid by each Note Party to Agent immediately upon demand.

4.03 Safeguarding Collateral Each Note Party will take commercially reasonable efforts at all times to safeguard, protect and preserve all Collateral other than dispositions expressly permitted hereunder.

4.04 Ownership of Collateral With respect to the Collateral, at the time the Collateral becomes subject to Agent’s security interest: (i) except as set forth on Schedule 4.04 , each Note Party shall be the sole owner of and fully authorized and able to sell, transfer, assign each Note Party’s rights to, and pledge and/or grant a first priority security interest and Lien in, each and every item of Collateral to Agent for its benefit and the benefit of each Purchaser; and, except for Permitted Liens, the Collateral shall be free and clear of all Liens or encumbrances whatsoever; (ii) each document and agreement executed by each Note Party or delivered to Agent and Purchasers in connection with this Agreement and the other Transaction Documents shall be true and correct in all material respects; and (iii) all signatures and endorsements of each Note Party that appear on such documents and agreements shall be genuine and each Note Party shall have full capacity to execute same.

4.05 Defense of Agent’s Interest Until (a) full and indefeasible payment and performance of all of the Obligations and (b) termination of this Agreement, Agent’s interest in the Collateral shall continue in full force and effect. Each Note Party shall use commercially reasonable efforts to defend Agent’s interest provided in this Agreement in the Collateral against any and all Persons whatsoever.

4.06 Financial Disclosure

Each Note Party hereby irrevocably authorizes and directs all accountants and auditors employed by each Note Party at any time to exhibit and deliver to Agent copies of any of each Note Party’s financial statements, trial balances or other accounting records of any sort in the accountant’s or auditor’s possession (other than work papers and other proprietary information of such accountants and auditors). Agent will attempt to obtain such information or materials directly from each Note Party prior to obtaining such information or materials from such accountants.

4.07 Accounts

(a) Nature of Accounts . Each of the Accounts (as defined in the UCC) of the Note Parties is and shall be a bona fide and valid account representing a bona fide indebtedness incurred by the Customer therein named, for a fixed sum as set forth in the invoice relating thereto (provided immaterial or unintentional invoice errors shall not be deemed to be a breach hereof) with respect to an absolute sale or lease and delivery of goods upon stated terms of each Note Party, or work, labor or services theretofore rendered by each Note Party, as applicable, as of the date each Account is created. The Customer’s obligation with respect thereto shall be due and owing in accordance with each Note Party’s standard terms of sale without dispute, setoff or counterclaim except as may be stated on the accounts receivable schedules delivered by each Note Party to Agent.

(b) Solvency of Customers . Each Customer, to each Note Party’s knowledge, as of the date each Account is created, is and will be solvent and able to pay all Accounts on which the Customer is obligated in full when due or with respect to such Customers of each Note Party who are not solvent, each Note Party has set up on its books and in its financial records bad debt reserves adequate to cover such Accounts.

(c) Chief Executive Offices . Unless at least ten (10) Business Days prior written notice is given to Agent by each Note Party of any other office at which each Note Party keeps its records pertaining to Accounts, all such records shall be kept at such chief executive office shown in Schedule 5.31 .

(d) Collection of Accounts . Upon request of Agent at any time after the occurrence and during the continuance of an Event of Default, each Note Party will, at each Note Party’s sole cost and expense but on Agent’s behalf and for Agent’s account, collect all amounts owing on its Accounts, shall not commingle any collections with each Note Party’s funds or use the same except to pay Obligations, and shall deposit or cause to be deposited into a blocked account designated by Agent, all such collections; and upon request by Agent, shall deliver to Agent, in original form and on the date of receipt thereof all checks, drafts, notes, money orders, acceptances, cash and other evidences of Indebtedness.

(e) Verification and Notification of Assignment of Accounts . Agent shall have the right, at any time upon the occurrence and during the continuance of an Event of Default, to confirm and verify any and all Accounts by any manner and through any medium it considers advisable. Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to send notice of the assignment of, and Agent’s security interest in and Lien on, the Accounts to any and all Customers or any third party holding or otherwise concerned with any of the Collateral. At all times during such period, Agent for its benefit and the benefit of each Purchaser shall have the sole right to collect and commence legal proceedings to collect the Accounts, take possession of the Collateral, or both. Agent’s actual, out-of-pocket collection expenses, including, but not limited to, stationery and postage, telephone and telegraph, secretarial and clerical expenses and the salaries of any collection personnel used for collection, may be added to the Obligations.

(f) Power of Agent to Act on Each Note Party’s Behalf . Each Note Party hereby constitutes Agent or Agent’s designee as each Note Party’s attorney and agent with power to take each of the following actions (if an Event of Default shall have occurred and be continuing, except those described in the following clause (iii) and (iv) which actions may be taken at any time and from time to time): (i) to endorse each Note Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral; (ii) to sign each Note Party’s name on any invoice or bill of lading relating to any of the Accounts, drafts against Customers, assignments and verifications of Accounts; (iii) to send verifications of Accounts to any Customer, (iv) to sign each Note Party’s name on all financing statements or any other documents or instruments deemed necessary or appropriate by Agent to preserve, protect, or perfect Agent’s interest in the Collateral and to file same; (v) to demand payment of the Accounts; (vi) to enforce payment of the Accounts by legal proceedings or otherwise; (vii) to exercise all of each Note Party’s rights and remedies with respect to the collection of the Accounts and any other Collateral; (viii) to settle, adjust, compromise, extend or renew the Accounts; (ix) to settle, adjust or compromise any legal proceedings brought to collect Accounts; (x) to prepare, file and sign each Note Party’s name on a proof of claim in bankruptcy or similar document against any Customer; (xi) to prepare, file and sign each Note Party’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Accounts; (xii) to change the address for delivery of mail addressed to each Note Party to such address as Agent may designate and to receive, open and dispose of all mail addressed to either of them and (xiii) to do all other acts and things necessary to carry out this Agreement and the other Transaction Documents. All acts of said attorney and agent or designee are hereby ratified and approved, and said attorney and agent or designee shall not be liable for any acts of omission or commission nor for any error of judgment or mistake of fact or of law, unless done maliciously or with gross (not mere) negligence; this power being coupled with an interest is irrevocable while any of the Obligations remain unpaid.

(g) No Liability . Agent shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof, or for any damage resulting therefrom except as a result of the gross negligence or willful misconduct of such Person. If an Event of Default shall have occurred and be continuing, Agent may, without notice or consent from each Note Party, sue upon or otherwise collect, extend the time of payment of, compromise or settle for cash, credit or upon any terms any of the Accounts or any other securities, instruments or insurance applicable thereto and/or release any Note Party thereof. If an Event of Default shall have occurred and be continuing, Agent is authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by each Note Party, all without discharging or in any way affecting each Note Party’s liability hereunder.

(h) Adjustments . Each Note Party will not, without Agent’s consent, compromise or adjust any Accounts (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional discounts, allowances or credits thereon except for those compromises, adjustments, returns, discounts, credits and allowances as have been heretofore customary in the Ordinary Course of Business of each Note Party.

4.08 Exculpation of Liability

Except as set forth in Section 4.07(f), nothing herein contained shall be construed to constitute Agent as agent of any Note Party for any purpose whatsoever, nor shall Agent be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Agent, whether by anything herein or in any assignment or otherwise, does not assume any of any Note Party’s obligations under any contract or agreement assigned to Agent, and Agent shall not be responsible in any way for the performance by any Note Party of any of the terms and conditions thereof.

4.09 Financing Statements

Except with respect to (a) the financing statements described on Schedule 4.09 and (b) any financing statement with respect to a Permitted Lien, no financing statement covering any of the Collateral or any proceeds thereof is on file in any public office.

4.10 Commercial Tort Claims

Each Note Party shall provide Agent with written notice of all commercial tort claims promptly following its determination that it has any such claim, such notice to contain the case title (if any proceeding has been commenced thereon) together with the applicable court and a brief description of the claim(s). Upon delivery of each such notice, each Note Party shall be deemed to hereby grant to Agent for its benefit and the benefit of each Purchaser a security interest and Lien in and to such commercial tort claim(s) and all proceeds thereof and execute and deliver to Agent any further agreement or document requested by Agent to further evidence the grant of a security interest in such claim.

ARTICLE 5.

REPRESENTATIONS AND WARRANTIES OF THE NOTE PARTIES

The Note Parties, jointly and severally, represent and warrant to each Purchaser that the following are, and after giving effect to the transactions contemplated by the Transaction Documents will be, true, correct and complete:

5.01 Corporate Existence and Power

Each Note Party and each of its Subsidiaries: (a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) has all requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently, or is currently proposed to be, engaged; (c) is duly qualified as a foreign entity, licensed and in good standing under the laws of its state of organization and of each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification; and (d) has the power and authority to execute, deliver and perform its obligations under each Transaction Document to which it is or will be a party and to borrow hereunder. Schedule 5.01 contains a true, complete and correct list of each Note Party’s and each of its Subsidiaries’ jurisdictions of organization and each jurisdiction where it is qualified to do business as a foreign entity.

5.02 Authorization; No Contravention

The execution, delivery and performance by each Note Party of this Agreement and each other Transaction Document to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, including the issuance of, or performance of the terms of, the Notes: (a) has been duly authorized by all necessary action (including, obtaining approval of its stockholders, partners, general partners, members or other applicable equity owners, if necessary); (b) do not and will not contravene the terms of the Organizational Documents of such Note Party or any of its Subsidiaries (or any other applicable organizational or constituent documents), or any amendment thereof or any Requirement of Law applicable to such Person or such Person’s assets, business or properties; (c) do not and will not (i) conflict with, contravene, result in any violation or breach of or default under (with or without the giving of notice or the lapse of time or both), (ii) create in any other Person a right or claim of termination or amendment of, or (iii) require modification, acceleration or cancellation of, any Contractual Obligation of any Note Party or any of its Subsidiaries; and (d) do not and will not result in the creation of any Lien (or obligation to create a Lien) against any property, asset or business of any Note Party or any of its Subsidiaries (other than Permitted Liens).

5.03 Governmental Authorization; Third Party Consents

No approval, consent, compliance, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including the Commission) or any other Person in respect of any Requirement of Law or Contractual Obligation, and no lapse of a waiting period under a Requirement of Law or Contractual Obligation, is necessary or required in connection with the execution, delivery or performance by (including the payment of interest on the Notes), or enforcement against, any Note Party of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby.

5.04 Binding Effect

This Agreement has been, and each of the Transaction Documents to which any Note Party will be a party will be, duly executed and delivered by such Note Party and this Agreement constitutes, and such Transaction Documents will constitute, the legal, valid and binding obligation of such Note Party enforceable against such Note Party in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity relating to enforceability.

5.05 Litigation

Except as set forth on Schedule 5.05 , there is no Litigation pending or, to the knowledge of any Note Party, threatened, at law, in equity, in arbitration or before any Governmental Authority against or affecting such Note Party or any of its Subsidiaries that (a) purport to affect or pertain to this Agreement, any other Transaction Document, or any of the transactions contemplated hereby or thereby, or (b) could reasonably be expected to result in equitable relief or in monetary judgments, individually or in the aggregate, in excess of $100,000. No injunction, writ, temporary restraining order, decree or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of the Transaction Documents.

5.06 Compliance with Laws

Each Note Party, and each Subsidiary of a Note Party, is in compliance with all material Requirements of Law.

5.07 No Default or Breach

No event has occurred and is continuing or would result from the incurring of obligations by the Note Parties under the Transaction Documents which constitutes or, with the giving of notice or lapse of time or both, would constitute an Event of Default. Neither any Note Party nor any of its Subsidiaries is in default under or with respect to any Contractual Obligation in any material respect.

5.08 Title to Properties

(a) Schedule 5.08(a) contains a true, complete and correct list of all owned Real Property of the Note Parties and each of their respective Subsidiaries. Each Note Party and/or each of its Subsidiaries has good indefeasible and marketable title in and to all owned Real Property and good title to all other owned properties reflected on the Pro Forma Balance Sheet or used in connection with their respective businesses, in each case, free and clear of all Liens, liabilities and rights except for Permitted Liens and as provided on Schedule 5.08(a) .

(b) Schedule 5.08(b) contains a list of all Real Property leases of the Note Parties and each of their respective Subsidiaries. Each Note Party and/or each of its Subsidiaries holds all of the right, title and interest of a tenant under the Real Property leases of the Note Parties and each of their respective Subsidiaries and good title of a tenant to all other lease properties reflected on the Pro Forma Balance Sheet or used in connection with their respective businesses free and clear of all Liens, liabilities and rights except as provided on Schedule 5.08(b) .

5.09 Use of Real Property Except as set forth on Schedule 5.09 , (x) the owned and leased Real Properties of the Note Parties and their respective Subsidiaries are used and operated in compliance and conformity with all material Contractual Obligations and material Requirements of Law, and (y) neither any Note Party nor any of its Subsidiaries has received notice of violation of any applicable zoning or building regulation, ordinance or other law, order, regulation or other Requirements of Law relating to the operations of any Note Party or any of its Subsidiaries and there is no such violation. Except as set forth on Schedule 5.09 , all structures, improvements and other buildings that are owned or covered by leases reflected on the Pro Forma Balance Sheet or used in connection with the business of the Note Parties and their respective Subsidiaries comply with all applicable ordinances, codes, regulations and other Requirements of Law, have a valid and subsisting certificate of occupancy for their present use, and neither any Note Party nor any of its Subsidiaries has received any written notice from any Governmental Authority which is still outstanding of any failure to obtain any certificate, permit, license, authorization or approval with respect to the Real Property, or any intended revocation, modification or cancellation of same, and no Requirement of Law presently in effect or condition precludes or materially restricts continuation of the present use of such properties. Each lease relating to leased Real Property reflected on the Pro Forma Balance Sheet or used in connection with the business of the Note Parties or any of their respective Subsidiaries, is in full force and effect, and the applicable Note Party and/or Subsidiary enjoys peaceful and undisturbed possession thereunder. There is no default on the part of any Note Party or any of its Subsidiaries or event or condition which (with notice or lapse of time, or both) would constitute a default on the part of any Note Party or any of its Subsidiaries, under any such lease. There are no service contracts, maintenance contracts, union contracts, concession agreements, licenses, agency agreements or any other Contractual Obligations affecting the Real Property of the Note Parties and their respective Subsidiaries or the operation thereof, other than those listed on Schedule 5.09 , except for Contractual Obligations which are cancelable on no more than thirty (30) days’ notice. There are no pending or, to the knowledge of any Note Party, threatened condemnation or eminent domain proceedings that would affect any part of the Real Property of the Note Parties and their respective Subsidiaries. There is no Litigation pending or, to the knowledge of any Note Party, threatened against the Real Property of the Note Parties and their respective Subsidiaries which would in any way affect title to such real property or leased property.

5.10 Taxes . (a) Each Note Party, and each Subsidiary of each Note Party, has filed all Tax Returns that it was required to file. All such Tax Returns were true, correct and complete in all material respects. All Taxes owed by any Note Party or any of its Subsidiaries (whether or not shown on any Tax Return) have been paid. Except as set forth on Schedule 5.10 , neither any Note Party nor any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return. There are no Liens on any of the assets of any Note Party or any of their respective Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax, other than Permitted Liens as provided on Schedule 5.10 . Each Note Party that is a limited liability company with more than one member or partnership has, since its inception, been treated as a partnership for federal, state and local income Tax purposes. Each Note Party that is a limited liability company or partnership has never made and will not make an election to classify as a corporation for federal, state or local income Tax purposes.

(b) Each Note Party and each of its Subsidiaries has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(c) There is no dispute or claim concerning any Tax liability of any Note Party or any of its Subsidiaries either (i) claimed or raised by any Governmental Authority in writing or (ii) as to which any Note Party has knowledge based upon personal contact with any agent of such authority.

(d) Neither any Note Party nor any of its Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(e) Neither any Note Party nor any of its Subsidiaries has any liability for the Taxes of any Person other than such Note Party and its Subsidiaries (i) as a transferee or successor, (ii) by contract, or (iii) otherwise.

(f) Any reference in this Section 5.10 to any Note Party shall be deemed to include each predecessor of such Note Party, each subsidiary of such Note Party, and each entity with respect to which such Note Party has successor or transferee liability.

5.11 Financial Statements and Projections . (a) The pro-forma balance sheet of the Note Parties on a Consolidated Basis dated as of June 30, 2015 (the “ Pro Forma Balance Sheet ”) furnished to the Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement and the other Transaction Documents (all such transactions, collectively, the “ Transactions ”) and is accurate, complete and correct in all material respects and fairly reflects the financial condition of the Note Parties on a Consolidated Basis as of the Closing Date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by an Authorized Officer of each Note Party.

(b) The twelve-month cash flow projections of the Note Parties on a Consolidated Basis and their projected balance sheet as of the Closing Date, copies of which are annexed hereto as Schedule 5.11(b) (the “ Projections ”) were prepared by an Authorized Officer of the Note Parties in good faith, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Note Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The Projections, together with the Pro Forma Balance Sheet, are referred to as the “ Pro Forma Financial Statements ”.

(c) The (i) audited balance sheet of the Note Parties on a Consolidated Basis as of December 31, 2013, the related statements of income, changes in stockholder’s equity, and changes in cash flow for the fiscal year ended on such date, and (ii) the unaudited financial statements of the Note Parties on a Consolidated Basis for the fiscal year ended December 31, 2014 and for each month and quarter ending thereafter and at least thirty (30) days prior to the Closing Date, including a balance sheet as of such date and related statements of income, changes in stockholder’s equity and changes in cash flow for such period, copies of which have been delivered to Agent have been prepared in accordance with GAAP, consistently applied (except for changes in application in which the Note Parties’ independent certified public accountants concur, and except for normal year-end adjustments and footnote presentations) and present fairly the financial position of the Note Parties and their consolidated Subsidiaries at such date and the results of their operations for such periods. To the best of each Note Party’s knowledge, since the last day of such Note Party’s most recently ended fiscal year, there has been no material changes in the condition, financial or otherwise, of the Note Parties and their respective Subsidiaries, on a Consolidated Basis, shown on the consolidated balance sheet as of such date and no material change in the aggregate value of machinery, equipment and Real Property owned by the Note Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

5.12 Operating Company . Each Note Party is “an entity that is primarily engaged, directly or through a majority owned subsidiary or subsidiaries, in the production or sale of a product or service other than the investment of capital” within the meaning of the U.S. Department of Labor plan asset regulations, 29 C.F. R. §2510.3 101.

5.13 Disclosure

(a) Agreement and Other Documents . This Agreement and the other Transaction Documents, together with all exhibits and schedules hereto and thereto, and the agreements, certificates and other documents furnished to the Agent or any Purchaser by or on behalf of the Note Parties and their respective Subsidiaries on the Closing Date, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which they were made, not misleading.

(b) Material Adverse Effects . There is no fact known to any Note Party which such Note Party has not disclosed to the Purchasers in writing which could reasonably be expected to have a Material Adverse Effect.

5.14 Absence of Certain Changes or Events Since December 31, 2014, except as set forth on Schedule 5.14 , neither any Note Party nor any of its Subsidiaries has (i) issued any stock, bonds or other corporate securities, (ii) borrowed any amount or incurred any liabilities (absolute or contingent) in excess of $100,000, (iii) discharged or satisfied any Lien or incurred or paid any obligation or liability (absolute or contingent) in excess of $100,000, (iv) declared or made any payment or distribution to the holders of its Equity Interests or purchased or redeemed any shares of its Equity Interests, (v) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible, (vi) sold, assigned or transferred any of its tangible assets, or canceled any debts or claims, (vii) sold, assigned or transferred any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets, (viii) suffered any losses of property, or waived any rights of substantial value, (ix) suffered any Material Adverse Effect, (x) expended any material amount, granted any bonuses or extraordinary salary increases, (xi) entered into any transaction involving consideration in excess of $100,000 except as otherwise contemplated hereby or (xii) entered into any agreement or transaction, or amended or terminated any agreement, with an Affiliate.

5.15 Environmental Matters .

(a) The Note Parties, their Subsidiaries and their respective businesses, operations and real property currently owned, leased or operated by any Note Parties or their Subsidiaries are and have at all times been in material compliance with applicable Environmental Law. All real property formerly owned, leased or operated by any Note Parties or their Subsidiaries has at all times during the Note Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with applicable Environmental Law.

(b) The Note Parties and their Subsidiaries have obtained all material Consents required under Environmental Law (“ Environmental Permits ”) and necessary for the conduct of their businesses and operations, and the ownership, lease, operation and use of their currently owned, leased or operated real property. The Note Parties and their Subsidiaries are in material compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.

(c) There has been no release or threatened release or any disposal, production, storage, handling, treatment or transport of Hazardous Materials in, on, at, under, to or from any real property currently or formerly owned, leased or operated by any of the Note Parties, their Subsidiaries or their respective predecessors in interest that has resulted in, or is reasonably expected to require Remedial Action or result in a material Environmental Liability.

(d) There is no material Environmental Liability pending or, to the knowledge of the Note Parties, threatened against any of the Note Parties or their Subsidiaries, or relating to the real property currently or formerly owned, leased or operated by any of the Note Parties or their Subsidiaries or relating to the operations of the Note Parties or their Subsidiaries, and, to the knowledge of the Note Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of a material Environmental Liability.

(e) No person with an indemnity, contribution or other obligation to any of the Note Parties or their Subsidiaries relating to compliance with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.

(f) No real property owned, leased or operated by the Note Parties or their Subsidiaries and, to the knowledge of the Note Parties, no real property formerly owned, leased or operated by any of the Note Parties or any of their predecessors in interest is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA or (iii) included on any similar list maintained by any governmental or regulatory authority that indicates that any Note Party or Subsidiary has or may have an obligation to undertake any Remedial Action.

(g) No Lien has been recorded or, to the knowledge of any Note Party, threatened under any Environmental Law with respect to any real property of the Note Parties or their Subsidiaries.

(h) The Note Parties and their Subsidiaries have made available to the Agent all material reports, assessments, audits, studies and investigations in the possession, custody or control of the Note Parties and their Subsidiaries concerning Environmental Liabilities or compliance with or liability or obligation under Environmental Law, including those concerning the environmental condition of, or the existence of Hazardous Materials at, the real property currently or formerly owned, operated, leased or used by any of the Note Parties, their Subsidiaries or their predecessors-in-interest.

5.16 Investment Company/Government Regulations No Note Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Neither any Note Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act, the Interstate Commerce Act, or any federal or state statute or regulation limiting its ability to incur Indebtedness.

5.17 Subsidiaries .

(a) Schedule 5.17 sets forth a complete and accurate list of all of the Subsidiaries of each Note Party as of the Closing Date together with their respective jurisdictions of incorporation or organization. All of the outstanding Equity Interests in, the Subsidiaries are validly issued, fully paid and non-assessable. Except as set forth on Schedule 5.17 , as of the Closing Date, all of the outstanding Equity Interests in each of the Subsidiaries are owned by a Note Party or by a Wholly-Owned Subsidiary free and clear of any Liens except in favor of the Agent for the benefit of the Purchasers. No Subsidiary has outstanding options, warrants, subscriptions, calls, rights, convertible securities or other agreements or commitments obligating the Subsidiary to issue, transfer or sell any securities of the Subsidiary.

(b) Except for the Subsidiaries of the Note Parties, no Note Party owns of record or beneficially, directly or indirectly, (i) any Equity Interests convertible into Equity Interests any other Person, and (ii) any Equity Interest in any limited liability company, partnership, joint venture or other non-corporate business enterprises.

(c) The Note Parties will, upon the formation or acquisition thereof (or such later date as Agent may agree in its sole discretion), cause any direct or indirect Subsidiary formed or otherwise purchased or acquired after the Closing Date to execute a joinder to this Agreement or a guaranty and security agreement, in form and substance reasonably satisfactory to the Agent.

5.18 Capitalization .

(a) Schedule 5.18 sets forth, as the Closing Date (after giving effect to the transactions contemplated hereby), a true and complete listing of each class of authorized Equity Interests of each Note Party and its Subsidiaries, of which all of such issued Equity Interests are validly issued, outstanding, and owned beneficially and of record by the Persons and in the amounts listed on Schedule 5.18 as well as a list of all holders of warrants, options, rights and securities convertible into Equity Interests, together with the number of Equity Interests to be issued upon the exercise or conversion of such warrants, options, rights and convertible securities, all of which have been reserved for issuance. No Note Party has any Equity Interests held in treasury. All outstanding Equity Interests of each Issuer have been duly authorized by all necessary action of such Issuer. All outstanding Equity Interests of each Issuer are validly issued, fully paid and non-assessable and shall be free and clear of all Liens and the issuance of the foregoing has not been or will not be, as the case may be, subject to preemptive rights in favor of any Person and will not result in the issuance of any additional Equity Interests of any Issuer or the triggering of any anti-dilution or similar rights contained in any options, warrants, debentures or other securities or agreements of any Issuer.

(b) On the Closing Date, except as set forth on Schedule 5.18 , there will be no outstanding securities convertible into or exchangeable for the Equity Interests of any Note Party or any of its Subsidiaries or options, warrants or other rights to purchase or subscribe to the Equity Interests of any Note Party or any of its Subsidiaries or contracts, commitments, agreements, understandings or arrangements of any kind to which any Note Party or any of its Subsidiaries is a party relating to the issuance of any Equity Interests of any Note Party or any of its Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights.

5.19 Reserved .

5.20 Broker’s, Finder’s or Similar Fees Except as set forth on Schedule 5.20 , there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with any Note Party or any of its Subsidiaries, or any action taken by any such Person; and the Note Parties hereby agree to indemnify the Purchasers against, and agree that they will hold the Purchasers harmless from, any claim, demand, or liability for any such brokerage commissions, finder’s fees or similar fees or commissions alleged to have been incurred in connection herewith or therewith and any expenses (including reasonable attorneys’ fees) arising in connection with any such claim, demand, or liability.

5.21 Labor Relations Neither any Note Party nor any of its Subsidiaries has committed or is engaged in any unfair labor practice. Except as set forth in Schedule 5.21 , there is (a) no unfair labor practice complaint pending or threatened against any Note Party or any of its Subsidiaries before the National Labor Relations Board or any other Governmental Authority and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is so pending or threatened, (b) no strike, labor dispute, slowdown or stoppage pending or threatened against any Note Party or any of its Subsidiaries, (c) no union representation question existing with respect to the employees of any Note Party or any of its Subsidiaries and no union organizing activities are taking place, and (d) no employment contract with any employee or independent contractor of any Note Party or any of its Subsidiaries. Each Note Party and each of its Subsidiaries is in compliance in all material respects with all Applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours. Neither any Note Party nor any of its Subsidiaries is a party to any collective bargaining agreement.

5.22 Employee Benefit Plans Neither any Note Party nor any member of the Controlled Group maintains or contributes to any Plan other than those listed on Schedule 5.22 hereto. Except as set forth in Schedule 5.22 , (i) no Plan has incurred any “accumulated funding deficiency,” as defined in Section 302(a)(2) of ERISA and Section 412(a) of the Code, whether or not waived, and each Note Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA in respect of each Plan, (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income Tax under Section 501(a) of the Code, (iii) neither any Note Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid, (iv) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan, (v) at this time, the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Note Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities, (vi) neither any Note Party nor any member of the Controlled Group has materially breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan, (vii) neither any Note Party nor any member of a Controlled Group has incurred any material liability for any excise Tax arising under Section 4972 or 4980B of the Code, and, to the best of each Note Party’s knowledge, no fact exists which could give rise to any such liability, (viii) neither any Note Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a material non-exempt “prohibited transaction” described in Section 406 of the ERISA or Section 4975 of the Code, nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA, (ix) each Note Party and each member of the Controlled Group has made all contributions due and payable with respect to each Plan, (x) there exists no event described in Section 4043(b) of ERISA, for which the thirty (30) day notice period contained in 29 CFR §2615.3 has not been waived, (xi) neither any Note Party nor any member of the Controlled Group has any fiduciary responsibility for investments with respect to any Plan existing for the benefit of persons other than employees or former employees of the Note Parties or any member of the Controlled Group, (xii) neither any Note Party nor any member of the Controlled Group has withdrawn, completely or partially, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980; and (xiii) no Note Party is, and no Note Party shall become, a member of a Multiemployer Plan.

5.23 Patents, Trademarks, Etc . Each Note Party and each of its Subsidiaries owns all Patents, Trademarks, permits, service marks, trade names, Copyrights, licenses, franchises and formulas, or rights with respect to the foregoing which, as of the Closing Date, are set forth on Schedule 5.23 , and has obtained assignments of all leases and other rights of whatever nature, necessary for the present conduct of its business, without any known conflict with the rights of others.

5.24 Potential Conflicts of Interest Except as set forth on Schedule 5.24 , no officer, director, stockholder or other security holder of any Note Party or any of its Subsidiaries: (a) owns, directly or indirectly, any interest in (excepting less than 5% holdings for investment purposes in Equity Interests of publicly held and traded companies), or is an officer, director, employee or consultant of, any Person that is, or is engaged in business as, a competitor, lessor, lessee, supplier, distributor, sales agent or customer of, or lender to or from, such Note Party or any of such Note Party’s Subsidiaries; (b) owns, directly or indirectly, in whole or in part, any tangible or intangible property that any Note Party or any of its Subsidiaries uses in the conduct of business; or (c) has any cause of action or other claim whatsoever against, or owes or has advanced any amount to, any Note Party or any of its Subsidiaries, except for claims in the Ordinary Course of Business such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements existing on the date hereof.

5.25 Trade Relations There exists no actual or, to the knowledge of any Note Party, threatened termination, cancellation or limitation of, or any adverse modification or change in, the business relationship of such Note Party or its business with any customer or any group of customers whose purchases are individually or in the aggregate material to the business of such Note Party, and there exists no present condition or state of facts or circumstances that could reasonably be expected to have a Material Adverse Effect or prevent such Note Party or its Subsidiaries from conducting their business after the consummation of the transactions contemplated by this Agreement, in substantially the same manner in which such business has heretofore been conducted.

5.26 Indebtedness Schedule 5.26 lists (i) the amount of all outstanding Indebtedness of the Note Parties and their respective Subsidiaries (other than Indebtedness under this Agreement) as of the Closing Date, (ii) the Liens that relate to such Indebtedness and that encumber the assets of the Note Parties and their respective Subsidiaries, (iii) the name of each lender thereof, and (iv) the amount of any unfunded commitments available to the Note Parties or any of their respective Subsidiaries in connection with any such Indebtedness. The subordination provisions contained in the Subordination Agreement are enforceable against the Subordinated Creditors by the Agent on behalf of the Purchasers. The Obligations (including post-petition interest, whether or not allowed as a claim under bankruptcy or similar laws) constitutes “Senior Debt” or similar terms relating to such obligations and all such obligations are entitled to the benefits of the subordination provisions contained in the Subordination Agreement. Each Note Party acknowledges that the Agent and each Purchaser is entering into this Agreement and is purchasing the Notes in reliance upon the subordination provisions contained in the Subordination Agreement.

5.27 Material Contracts Neither any Note Party nor any of its Subsidiaries is or will be a party to any Contractual Obligation, or is subject to any charge, corporate restriction, judgment, injunction, decree, or Requirement of Law, that could reasonably be expected to have a Material Adverse Effect. Each of the material contracts, agreements, commitments and other material Contractual Obligations of the Note Parties and their Subsidiaries are in full force and effect. Each Note Party and each of its Subsidiaries has satisfied in full or provided for all of its liabilities and obligations under each material Contractual Obligation requiring performance prior to the date hereof in all material respects, and are not in default under any of them, nor, to the knowledge of any Note Party, does any condition exist that with notice or lapse of time or both would constitute such a default. To the knowledge of any Note Party, no other party to any such material Contractual Obligation is in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default. No approval or consent of any Person is needed for all of the material Contractual Obligations to continue to be in full force and effect.

5.28 Insurance Schedule 5.28 accurately summarizes all of the insurance policies or programs of the Note Parties and their Subsidiaries in effect as of the date hereof, and indicates the insurer’s name, policy number, expiration date, amount of coverage, type of coverage, annual premiums, exclusions and deductibles, and also indicates any self-insurance program that is in effect. All such policies are in full force and effect, are underwritten by financially sound and reputable insurers, are sufficient for all applicable Requirements of Law and otherwise are in compliance with the criteria set forth in Section 8.09 hereof. All such policies will remain in full force and effect and will not in any way be affected by, or terminate or lapse by reason of any of the transactions contemplated by this Agreement and the other Transaction Documents.

5.29 Solvency ; Fraudulent Transfer .

(a) The Note Parties and their Subsidiaries, taken as a whole, are Solvent.

(b) No transfer of property is being made by any Note Party and no obligation is being incurred by any Note Party in connection with the transactions contemplated by this Agreement or the other Transaction Documents with the intent to hinder, delay, or defraud either present or future creditors of any Note Party.

5.30 Perfection Certificate . All statements made by the Note Parties in the Perfection Certificate are true and correct and do not, as of the date of this Agreement, contain any untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect.

5.31 Location of Assets The chief executive offices of each Note Party and each of its Subsidiaries and the books and records of each Note Party and each of its Subsidiaries concerning their respective accounts are located only at the address set forth on Schedule 5.31 identified as such, and the only other places of business and locations of assets of each Note Party and each of its Subsidiaries, if any, are the addresses set forth on Schedule 5.31 .

5.32 Change of Control Payments Except as set forth on Schedule 5.32 , neither the execution, delivery and performance by any Note Party of this Agreement, nor the execution, delivery and performance by any Note Party or any of its Subsidiaries of any of the other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby shall require any payment by any Note Party or any of its Subsidiaries, in cash or kind, under any other agreement, plan, policy, commitment or other arrangement. There are no agreements, plans, policies, commitments or other arrangements with respect to any compensation, benefits or consideration which will be materially increased, or the vesting of benefits of which will be materially accelerated, as a result of this Agreement, the other Transaction Documents, or the occurrence of any of the transactions contemplated hereby or thereby. There are no payments or other benefits payable by any Note Party or any of its Subsidiaries, the value of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the other Transaction Documents.

5.33 Use of Proceeds; Margin Requirements .

(a) The Note Parties will use the proceeds of the sale of the Note A and Note B hereunder only as follows: (i) to refinance certain existing indebtedness of the Issuer owed to Comerica Bank, (ii) for the payment of fees and expenses in connection with the transactions contemplated hereunder and in the other Transaction Documents, and (iii) for general corporate purposes.

(b) The Note Parties will use the proceeds of the sale of the Delayed Draw Note C hereunder only as follows: (i) to consummate the Key Equipment Acquisition, (ii) for the payment of fees and expenses in connection with the transactions contemplated hereunder and in the other Transaction Documents, and (iii) for general corporate purposes.

(c) No part of the proceeds from the sale of the Notes hereunder will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the sale of the Notes nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

5.34 Anti-Terrorism Laws

(a) General . Neither any Note Party nor any Subsidiary or Affiliate of any Note Party is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

(b) Executive Order No. 13224 . Neither any Note Party nor any Subsidiary or Affiliate of any Note Party or their respective agents acting or benefiting in any capacity in connection with the Notes or other transactions hereunder is a Blocked Person.

(c) Blocked Person or Transactions . Neither any Note Party nor to any Note Party’s knowledge any of its Subsidiaries, Affiliates or agents acting in any capacity in connection with the Notes or other transactions hereunder (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

5.35 Trading with the Enemy Neither any Note Party nor any of its Subsidiaries has engaged, nor does any Note Party or any of its Subsidiaries intend to engage, in any business or activity prohibited by the Trading with the Enemy Act.

5.36 Interest Rate Hedges and Other Hedging Agreements As of the Closing Date, neither any Note Party nor any of its Subsidiaries is a party to any Interest Rate Hedges or any Other Hedging Agreements.

5.37 First Lien Obligations As of the Closing Date and other than with respect to the (i) Liens created by the Praesidian Deeds of Trust which may become subordinate to the Lien created by the Great Southern Deeds of Trust pursuant to the terms of the Lien Priority Agreement and (ii) Liens in favor of the Agent which may become subject to the terms of the Intercreditor Agreement, the Liens in favor of the Agent securing the Obligations constitute Liens entitled to the benefit of lien subordination provisions contained in any subordination agreement the terms of which are applicable thereto.

5.38 Rolling Stock Subject to Title Documents . Schedule 5.38 (as updated from time to time in connection herewith and within forty-five (45) days following any additions or deletions hereto) identifies each item of Rolling Stock of the Issuer subject to a document of title and shall include the following information: the manufacturer, make, model, serial number, state in which titled or certificated, title or certificate number and current location.

5.39 Holdings and Brooklyn Acquisition as Holding Companies . Holdings and Brooklyn Acquisition are each a holding company and each do not have any liabilities (other than liabilities arising under this Agreement and the other Transaction Documents, liabilities incidental to the conduct of its business as a holding company, or other Indebtedness or liabilities expressly permitted by this Agreement), own any assets (other than (i) with respect to Holdings, Equity Interests of the Issuers or Brooklyn Acquisition or (ii) with respect to Brooklyn Acquisition, Equity Interests of the Issuers) or engage in any operations or business (other than (i) with respect to Holdings, ownership of the Issuers and Brooklyn Acquisition, and activities related to such ownership, the activities and contractual rights incidental to the maintenance of its corporate existence and its ownership of the Issuers and Brooklyn Acquisition, as the case may be, (ii) with respect to Brooklyn Acquisition, ownership of the Issuers and activities related to such ownership, the activities and contractual rights incidental to the maintenance of its corporate existence and its ownership of the Issuers, as the case may be, or (iii) being party to or having obligations under its Organizational Documents, employment agreements, agreements entered into as permitted by this Agreement or other agreements incidental to its existence).

ARTICLE 6.

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

Each Purchaser represents and warrants to the Note Parties, severally and not jointly, as follows:

6.01 I n v es t m ent I n t en t . Each Purchaser is acquiring the Notes for its own account, for investment purposes, and not with a view to or for sale in connection with any distribution thereof in violation of applicable federal or state securities laws. Each Purchaser understands that the Notes have not been registered under the Securities Act or registered or qualified under any state securities laws in reliance upon specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchasers' investment intents (and their representations concerning the investment intents of holders of equity interests in them) as expressed herein. Therefore, the Notes are “restricted securities” which cannot be sold without registration under the Securities Act or pursuant to an exemption therefrom, and may have to be held indefinitely, and each Purchaser accepts the risk of such restrictions on resale.

6.02 Accredited Investor Status . Each Purchaser is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). By reason of its own business and financial experience, each Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of their respective investments in the Notes and have the capacity to protect its own interests in connection with the purchase of the Notes contemplated hereby and is able to bear the economic risk of such investment.

6.03 Information . Each Purchaser and its advisors have been furnished with all materials they have requested relating to the business, finances and operations of the Issuers and information each Purchaser deemed material to making an informed investment decision regarding its purchase contemplated herein. Each Purchaser and its advisors have been afforded the opportunity to ask questions of the Issuers and its management. Each Purchaser understands that its investment involves a high degree of risk. Each Purchaser is in a position regarding the Issuers, which, based upon economic bargaining power, enabled and enables each Purchaser to obtain information from the Issuers in order to evaluate the merits and risks of this investment. Each Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its investment.

6.04 No Governmental Review . Each Purchaser understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the investment contemplated herein, or the fairness or suitability of the investment contemplated herein, nor have such Governmental Authorities passed upon or endorsed the merits of the investment contemplated herein.

6.05 Authorization, Enforcement . This Agreement has been duly and validly authorized, executed and delivered on behalf of each Purchaser and is a valid and binding agreement of each Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

ARTICLE 7.

INDEMNIFICATION

7.01 Indemnification In addition to all other sums due hereunder or provided for in this Agreement and the other Transaction Documents, each Note Party, jointly and severally,

agrees to indemnify and hold harmless Agent, each Purchaser and their respective Affiliates and each of their respective officers, directors, agents, employees, Subsidiaries, partners, members, attorneys, accountants and controlling persons (each, an “ Indemnified Party ”) to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any action or proceeding between any Note Party or any of its Subsidiaries and such Indemnified Party (or Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) or other liabilities, losses, or diminution in value (collectively, “ Liabilities ”) resulting from or arising out of any breach of any representation or warranty, covenant or agreement of any Note Party in this Agreement, the Notes, or any of the other Transaction Documents, including the failure to make payment when due of amounts owing pursuant to this Agreement, the Notes, or any of the other Transaction Documents, on the due date thereof (whether at the scheduled maturity, by acceleration or otherwise) or any legal, administrative or other actions (including actions brought by the Agent, any Purchaser, any Note Party, any of its Subsidiaries or any holders of equity or indebtedness of any Note Party or any of its Subsidiaries or derivative actions brought by any Person claiming through or in the name of any Note Party or any of its Subsidiaries, proceedings or investigations (whether formal or informal), or written threats thereof, based upon, relating to or arising out of any of the Transaction Documents, the transactions contemplated thereby, or any Indemnified Party’s role therein or in the transactions contemplated thereby; provided , however , that neither any Note Party nor any of its Subsidiaries shall be liable under this Section 7.01 to an Indemnified Party: (a) for any amount paid by the Indemnified Party in settlement of claims by the Indemnified Party without such Note Party’s consent (which consent shall not be unreasonably withheld or delayed), or (b) to the extent that it is judicially determined in a final non-appealable judgment that such Liabilities resulted primarily from the willful misconduct or gross negligence of such Indemnified Party; provided , further , that if and to the extent that such indemnification is unenforceable for any reason, the Note Parties shall make the maximum contribution to the payment and satisfaction of such Liabilities which shall be permissible under Applicable Laws. In connection with the obligation of the Note Parties to indemnify for expenses as set forth above, each Note Party further agrees, upon presentation of appropriate invoices containing reasonable detail, to reimburse each Indemnified Party for all such expenses (including fees, disbursements and other charges of counsel and costs of investigation incurred by an Indemnified Party in any action or proceeding between any Note Party (or any of its Subsidiaries) and such Indemnified Party (or Indemnified Parties) or between an Indemnified Party (or Indemnified Parties) and any third party or otherwise) as they are incurred by such Indemnified Party; provided , however , that if an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willful misconduct or gross negligence of such Indemnified Party.

7.02 Procedure; Notification Each Indemnified Party under this Article 7 will, promptly after the receipt of notice of the commencement of any action, investigation, claim or other proceeding against such Indemnified Party in respect of which indemnity may be sought from the Note Parties under this Article 7, notify the Note Parties in writing of the commencement thereof. The omission of any Indemnified Party so to notify the Note Parties of any such action shall not relieve the Note Parties from any liability which they may have to such Indemnified Party unless, and only to the extent that, such omission results in the forfeiture of

substantive rights or defenses of the Note Parties. In case any such action, claim or other proceeding shall be brought against any Indemnified Party and it shall notify the Note Parties of the commencement thereof, the Note Parties shall be entitled to assume the defense thereof at their own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided , however , that, if the Note Parties have assumed the defense of any such action, claim or other proceeding, any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the Note Parties, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Note Parties and to control its own defense of such action, claim or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Note Parties, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided , however , that in no event shall the Note Parties be required to pay fees and expenses under this Article 7 for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. Each Note Party agrees that it will not, without the prior written consent of the Purchasers, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been actually threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Purchasers and each other Indemnified Party from all liability arising or that may arise out of such claim, action or proceeding. Neither any Note Party nor any of its Subsidiaries shall be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without their written consent, which consent shall not be unreasonably withheld. The rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or otherwise.

7.03 Survival . The obligations of the Note Parties under this Article 7 shall survive termination of this Agreement and the Transaction Documents and payment in full of the Notes.

ARTICLE 8.

AFFIRMATIVE COVENANTS

Until the payment in full of all principal of and interest on the Notes and all other amounts due to the Agent and Purchasers under this Agreement and the other Transaction Documents, including all fees, expenses and amounts due in respect of indemnity obligations under Article 7, each Note Party hereby covenants and agrees with the Agent and Purchasers as set forth in this Article 8:

8.01 Financial Statements and Other Information . Each Note Party shall maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP (it being understood that monthly financial statements are not required to have footnote disclosures). The Note Parties shall deliver to the Agent each of the financial statements and other reports described below:

(a) Annual Financial Statements . Furnish Agent within ninety (90) days after the end of each fiscal year of the Note Parties, audited financial statements of the Note Parties, including statements of income and stockholders’ equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year, all prepared on a Consolidated Basis and Consolidating Basis in reasonable detail and complete and correct in all material respects and reported upon without qualification by an independent certified public accounting firm selected by the Note Parties and satisfactory to Agent (collectively, the “ Accountants ”).

(b) Quarterly Financial Statements . Furnish Agent within forty five (45) days after the end of each fiscal quarter, an unaudited balance sheet of the Note Parties and unaudited statements of income and stockholders’ equity and cash flow of the Note Parties reflecting results of operations from the beginning of the fiscal year (or the Closing Date, in the case of the first such financial statement delivered after the Closing Date) to the end of such quarter and for such quarter, all prepared on a Consolidated Basis and Consolidating Basis in reasonable detail and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Note Parties’ business.

(c) Monthly Financial Statements . Furnish Agent within thirty (30) days after the end of each month, an unaudited balance sheet of the Note Parties and unaudited statements of income and stockholders’ equity and cash flow of the Note Parties reflecting results of operations from the beginning of the fiscal year (or the Closing Date, in the case of the first such financial statement delivered after the Closing Date) to the end of such month and for such month, all prepared on a Consolidated Basis and Consolidating Basis in reasonable detail and complete and correct in all material respects, subject to normal and recurring year-end adjustments that individually and in the aggregate are not material to the Note Parties’ business.

(d) Compliance Certificate . Together with each delivery of financial statements of the Note Parties and their Subsidiaries pursuant to Sections 8.01(a), 8.01(b) and 8.01(c) above, the Note Parties shall deliver or cause to be delivered a fully and properly completed compliance certificate (in substantially the form attached hereto as Exhibit C (or in such other form or substance as shall be satisfactory to Agent) and referred to as a “ Compliance Certificate ”) signed by the chief executive officer or chief financial officer of each Note Party.

(e) Accountants’ Reports . Promptly upon receipt thereof, each Note Party shall deliver copies of all significant reports submitted by the Accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Note Parties and their Subsidiaries made by the Accountants, including any comment letter submitted by the Accountants to management in connection with its services.

(f) Management Reports . Together with each delivery of financial statements of the Note Parties and their Subsidiaries pursuant to Sections 8.01(a), 8.01(b) and 8.01(c), the Note Parties will deliver a management report (i) describing the operations and financial condition of the Note Parties and their Subsidiaries for the month then ended and the portion of the current fiscal year then elapsed (or for the fiscal year then ended in the case of year end financials), (ii) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year delivered pursuant to subsection 8.01(g) discussing the reasons for any significant variations and (iii) a written report summarizing all material variances from budgets submitted by the Note Parties pursuant to Section 8.01(g) and a discussion and analysis by management with respect to such variances, such discussion and analysis to be in such form and to provide such detail and substance as Agent shall reasonably require. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of each Note Party to the effect that such information fairly presents the results of operations and financial condition of the Note Parties on a Consolidated Basis and Consolidating Basis as at the dates and for the periods indicated.

(g) Projections . By the end of each fiscal year beginning with the current fiscal year, the Note Parties shall prepare and deliver to Agent projections of the Note Parties and their Subsidiaries for the next succeeding fiscal year, on a month to month basis and for the following twelve (12) months on a quarter to quarter basis, including a balance sheet as at the end of each relevant period and income statements and statements of cash flows for each relevant period and for the period commencing at the beginning of the fiscal year and ending on the last day of such relevant period. Such projections shall be prepared in good faith on the basis of reasonable assumptions and sound financial planning practices consistent with past budgets and financial statements.

(h) SEC Filings/Press Releases . The Note Parties will deliver to Agent, promptly after the same are (i) filed, copies of all financial statements and regular, periodic or special reports which any Note Party or Subsidiary may make to, or file with, the Commission or any successor or similar Governmental Authority, (ii) sent, copies of all financial statements, management reports and reports related thereto which any Note Party or Subsidiary sends generally to its shareholders or other equity holders, and (iii) made available, all press releases to the public concerning material developments in the business of any of the Note Parties or any of their respective Subsidiaries.

(i) Material Occurrences . Promptly notify Agent in writing upon the occurrence of:

(i) any Default or Event of Default or Default;

(ii) any default or event of default with respect to the Subordinated Seller Indebtedness, the Indebtedness secured by the Great Southern Deeds of Trust or the Enterprise Bank Revolving Indebtedness;

(iii) any event, development or circumstance due to which any financial statements or other reports furnished to Agent or the Purchasers fail in any material respect to present fairly, in accordance with GAAP consistently applied, the financial condition or operating results of the Note Parties as of the date of such statements;

(iv) any accumulated retirement plan funding deficiency which, if such deficiency continued for two plan years and was not corrected as provided in Section 4971 of the Code, could subject any Note Party or Subsidiary to a Tax imposed by Section 4971 of the Code;

(v) each and every default by any Note Party or Subsidiary which permits the holders of any Indebtedness of any Note Party or Subsidiary, the outstanding principal amount of which exceeds $250,000, to accelerate the maturity of such Indebtedness, including the names and addresses of the holders of such Indebtedness and the amount of such Indebtedness; and

(vi) any other development in the business or affairs of any Note Party or Subsidiary which could reasonably be expected to have a Material Adverse Effect;

in each case describing the nature thereof and the action the Note Party or such Subsidiary proposes to take with respect thereto. In addition, the Note Parties shall notify Agent in writing promptly of any change in senior management (which, for purposes hereof, shall include any officer holding the title of vice president, or the functional equivalent thereof, and any officer holding a more senior title than vice president, or the functional equivalent thereof), and, in any event (i) if such change arises from a voluntary termination of employment, or as the result of death or disability of such officer, such notice shall be given no later than three (3) Business Days after any Note Party shall have obtained knowledge (excluding the knowledge of such officer) of such event and (ii) if such change arises from an involuntary termination of employment, such notice shall be given no later than the date that is five (5) Business Days prior to the occurrence of such event, unless the Note Parties determine, in the good faith exercise of their commercially reasonable judgment, that the delay in effectuating such termination due to the notice obligation described above would be reasonably likely to have a Material Adverse Effect, in which case the Note Parties shall notify Agent in writing within one (1) Business Day after the occurrence of such involuntary termination.

(j) Litigation . Promptly upon any officer of any Note Party obtaining knowledge of (i) the institution of any action, suit, proceeding, governmental investigation or arbitration by or against any Note Party or any Subsidiary or any property of any Note Party or Subsidiary not previously disclosed by the Note Parties to the Agent or (ii) any material development in any action, suit, proceeding, governmental investigation or arbitration at any time pending against or affecting any Note Party or Subsidiary or any property or former property of any Note Party or Subsidiary which, in each case, relating to an amount in dispute in excess of $100,000 (or property having a fair market value in excess of $100,000) or a petition for specific performance, the Note Parties will promptly give notice thereof to the Agent and provide such other information as may be reasonably available to it to enable the Agent, Purchasers and their counsel to evaluate such matter.

(k) Subsidiaries . Not less than fifteen (15) days prior to creating a Subsidiary or acquiring the Equity Interests in a Person, such that such Person will become a Subsidiary, the applicable Note Party shall notify the Agent of such Note Party’s or of such Note Party’s Subsidiary’s intention to create such Subsidiary or acquire such Equity Interests, and following such notice such Subsidiary will not be created or acquired until such Note Party has caused each Subsidiary to execute a joinder to this Agreement, and the other Transaction Documents and/or, at the election of the Agent, a Guaranty, in each case, in form and substance satisfactory to the Agent and Purchasers.

(l) Notice of Corporate Changes . The Note Parties shall provide prompt written notice to the Agent of (i) all jurisdictions in which any Note Party or any Subsidiary becomes qualified after the Closing Date to transact business, and (ii) any material change after the Closing Date in the authorized and issued Equity Interests of any Note Party or any Subsidiary or any other material amendment to their applicable charter, by laws or other Organizational Documents, such notice, in each case, to identify the applicable jurisdictions, capital structures or amendments, as applicable.

(m) Notice of Adverse Events . Furnish Agent with prompt written notice of (i) any lapse or other termination of any Consent issued to any Note Party or any Subsidiary by any Governmental Authority or any other Person that is material to the operation of any Note Party’s or Subsidiary’s business, (ii) any refusal by any Governmental Authority or any other Person to renew or extend any such Consent, (iii) copies of any periodic or special reports filed by any Note Party or Subsidiary with any Governmental Authority or Person, if such reports indicate any material change, (iv) copies of any material notices and other communications from any Governmental Authority or Person which specifically relate to any Note Party or Subsidiary or the industry in which they operate, and (v) the occurrence of any development or event which is reasonably likely to cause any Note Party or Subsidiary not to be in material compliance with applicable Environmental Law or subject to a material Environmental Liability.

(n) ERISA Notices and Requests . Furnish Agent with immediate written notice in the event that (i) any Note Party or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Note Party or member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) any Note Party or any member of the Controlled Group knows or has reason to know that a material non-exempt prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Note Party or member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Note Party or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which any Note Party or any member of the Controlled Group was not previously contributing shall occur, (v) any Note Party or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Note Party or any member of the Controlled Group shall receive an unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Note Party or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Note Party or any member of the Controlled Group shall fail to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (ix) any Note Party or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan. Without limiting any of the foregoing, each Note Party shall provide the Agent with copies of all of the final documentation related to any transactions whereby any Plan that is a deferred benefit plan is converted into a Plan that is a defined contribution plan at least ten (10) days prior to the effectiveness of such documents and/or the consummation of such transactions.

(o) [ Intentionally Omitted ].

(p) Other Information . With reasonable promptness, each Note Party shall deliver such other information and data with respect to such Note Party or any of its Subsidiaries as from time to time may be reasonably required by the Agent or any Purchaser, including, without limitation and without the necessity of any request by the Agent or any Purchaser, (a) copies of all environmental audits and reviews, (b) at least thirty (30) days prior thereto, notice of any Note Party’s or any Subsidiary’s opening of any new office or place of business or any Note Party’s or any Subsidiary’s closing of any existing office or place of business, and (c) promptly upon any Note Party’s learning thereof, notice of any labor dispute to which any Note Party or any Subsidiary may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which any Note Party or any Subsidiary is a party or by which any Note Party or any Subsidiary is bound. Promptly upon request therefor by the Agent or any Purchaser, the Note Parties shall deliver such other business or financial data, reports, appraisals and projections as the Agent or such Purchaser may reasonably request.

(q) Additional Documents . Execute and deliver to Agent, upon request, such documents and agreements as Agent may, from time to time, reasonably request to carry out the purposes, terms or conditions of this Agreement or any other Transaction Document.

8.02 Preservation of Existence . Each Note Party shall, and shall cause each of its Subsidiaries to:

(a) conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in each case in accordance with the terms of this Agreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks, in each case that are material to its business, and take all actions necessary to enforce and protect the validity of any intellectual property right;

(b) keep in full force and effect its existence and comply in all material respects with Applicable Laws governing the conduct of its business; and

(c) except as otherwise permitted herein, make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any other Transaction Document.

8.03 Payment of Obligations . Each Note Party shall, and shall cause each of its Subsidiaries to, pay and discharge as the same shall become due and payable, all their respective obligations and liabilities, including:

(a) all Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless same are being Properly Contested;

(b) all lawful claims which any Note Party or any of its Subsidiaries is obligated to pay, which are due and which, if unpaid, might by law become a Lien upon its property, unless the same are being Properly Contested; and

(c) pay, discharge or otherwise satisfy at or before maturity (subject, where applicable, to specified grace periods and, in the case of the trade payables, to normal payment practices) all of its material obligations and liabilities of whatever nature, except when the amount or validity thereof is currently being Properly Contested.

8.04 Compliance with Laws

(a) . Each Note Party shall comply, and shall cause each of its Subsidiaries to comply, in all material respects with all Requirements of Law and with the directions of each Governmental Authority having jurisdiction over them or their respective business or property (including all applicable Environmental Laws), including any requirements to undertake Remedial Action.

(b) Each Note Party will, and will cause its Subsidiaries to, comply in all material respects with all Environmental Permits applicable to their business, operations and real property; and obtain and maintain in full force and effect all material Environmental Permits applicable to its business, operations and real property.

(c) Each Note Party will, and will cause its Subsidiaries to ensure that there shall be no Hazardous Materials in, on, at, under, to or from any real property owned, leased or operated by any of the Note Parties or their Subsidiaries except those that are present, used, stored, handled and managed in material compliance with applicable Environmental Laws.

(d) Each Note Party will, and will cause its Subsidiaries to, undertake all actions, including Remedial Actions, at the sole cost and expense of the Note Parties, (i) to address any release of Hazardous Materials in, on, at, under, to or from any real property owned, leased or operated by any of the Note Parties or their Subsidiaries as required pursuant to Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may be required by an Environmental Law any environmental conditions relating to any Note Party, Subsidiary, or their respective business or operations or to any real property owned, leased or operated by any of the Note Parties or their Subsidiaries; and (iii) to keep any real property owned, leased or operated by any of the Note Parties or their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law, whether due to any act or omission of any Note Party, Subsidiary or any other person.

(e) The Note Parties shall provide the Agent with a written notice promptly (and in no event later than five (5) Business Days after any Note Party becomes aware of the following: (1) any material release or threatened release of Hazardous Materials in, on, at, under, to or from any real property owned, leased or operated by any of the Note Parties or their Subsidiaries, except those that are pursuant to and in compliance with the terms and conditions of an Environmental Permit or applicable Environmental Laws, (2) any material non-compliance with, or material violation of, any Environmental Law applicable to any Note Party or Subsidiary, any Note Party’s or Subsidiary’s business and any real property owned, leased or operated by any of the Note Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed on any real property owned, leased or operated by any of the Note Parties or their Subsidiaries, (4) any Remedial Action undertaken at any real property owned, leased or operated by any of the Note Parties or their Subsidiaries, and (5) any notice received by a Note Party or Subsidiary from any person or governmental or regulatory authority relating to any material Environmental Liability.

(f) If an Event of Default caused by reason of a breach of Section 5.15 or this Section 8.04 shall have occurred and is not reasonably curable within ten (10) days or shall be continuing for more than thirty (30) days without the Note Parties commencing activities reasonably likely to cure such Event of Default, the Note Parties shall , at the written request of the Agent, (i) provide to the Agent within forty-five (45) days after such request, at the expense of the Note Parties, an environmental assessment report regarding the matters which are the subject of such Event of Default, including, where appropriate, any soil and/or groundwater sampling, prepared by a nationally recognized environmental consulting firm reasonably acceptable to the Agent and in the form and substance reasonably acceptable to the Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response to address them; (ii) promptly undertake all actions required by applicable Environmental Law to address any non-compliance with or violation of Environmental Law, which noncompliance or violation resulted in the relevant Event of Default hereunder; (iii) promptly undertake all response actions required by Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to the reasonable satisfaction of the Agent to the extent such actions are necessary to eliminate the basis of any Event of Default; and (iv) permit the Agent and its representatives to have access to all real property owned, leased or operated by any of the Note Parties and their Subsidiaries which are the subject of such Event of Default for the purpose of conducting such environmental audits and testing as is reasonably necessary, including subsurface sampling of soil and groundwater, the cost for which shall be payable by the Note Parties.

8.05 Violations

Each Note Party shall promptly notify Agent in writing of any material violation of Applicable Law of any Governmental Authority, applicable to such Note Party or any of its Subsidiaries.

8.06 Board Observer Each Note Party shall give Agent notice of (in the same manner as notice is given to directors), and permit one person designated by Agent to attend as observer, all meetings of its Board of Directors and all executive and other committee meetings of its Board of Directors and shall provide to Agent the same information concerning the Note Parties and their Subsidiaries, and access thereto, provided to members of the Note Parties’ respective Board of Directors and such committees, as applicable. The reasonable expenses incurred by any such designee of Agent in attending any board or committee meetings shall be reimbursed by the Note Parties; provided , that the Note Parties will not be required to permit a person designated by Agent to attend, as an observer, any meeting of its Board of Directors or such committees or provide information to Agent as provided to its Board of Directors or such committees, in each case (i) to the extent that the respective body, based on written advice from counsel, reasonably determines that such exclusion is required to protect attorney-client privilege or (ii) in the event the Board of Directors of the Note Parties reasonably determines that a conflict of interest may exist between Agent and the Note Parties, including, but not limited to, any portion of any meeting of the Board of Directors concerning this Agreement, any Transaction Document or the relationship and business between the Agent, the Purchasers and/or the Note Parties.

8.07 Inspection . Each Note Party will permit, and will cause each of its Subsidiaries to permit, representatives of the Agent and each Purchaser to visit and inspect any of their respective properties, to examine their respective corporate, financial and operating records and make copies thereof or abstracts therefrom, and to discuss their respective affairs, finances and accounts with their respective directors, officers and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably requested, upon reasonable advance notice; provided , however , that no such inspection, examination or inquiry, the failure to conduct same, nor any knowledge of the Agent or any Purchaser, including any knowledge obtained by the Agent or any Purchaser in connection with any such inspection, investigation or inquiry, shall constitute a waiver of any rights the Agent and Purchasers may have under any representation, warranty, covenant, term or agreement under any of the Transaction Documents.

8.08 Payment of the Notes . The Issuers shall pay the principal of, interest on and other amounts due in respect of, the Notes on the dates and in the manner provided in the Notes and this Agreement. Failure to make any such payment shall constitute a Default or Event of Default, as applicable, under Section 11.01(a) or 11.01(b), as applicable.

8.09 Insurance . Each Note Party shall maintain or cause to be maintained, and shall cause its Subsidiaries to maintain or cause to be maintained, in good repair, working order and condition all material properties used in their respective businesses and will make or cause to be made, and shall cause its Subsidiaries to make or cause to be made, all appropriate repairs, renewals and replacements thereof. Each Note Party and its Subsidiaries will maintain or cause to be maintained with financially sound and reputable insurers that have a rating of “A” or better as established by Best’s Rating Guide (or an equivalent rating with such other publication of a similar nature as shall be in current use), public liability and property damage insurance with respect to their respective businesses and properties against loss or damage of the kinds customarily carried or maintained by a company of established reputation engaged in similar businesses and in amounts acceptable to Agent and will deliver evidence thereof to Agent. Without limiting the foregoing, each Note Party and its Subsidiaries will establish on the Closing Date and maintain at all times thereafter (a) business interruption insurance in an amount satisfactory to the Agent, (b) products liability insurance coverage for the Note Parties in amounts satisfactory to the Agent and (c) key-man or other life insurance policy on the life of Jeffrey S. Cosman in an amount not less than $15,000,000. All such insurance policies shall provide that they may not be canceled unless the insurance carrier gives at least thirty (30) days’ prior written notice of such cancellation to Agent. If any Note Party fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, upon notice to such Note Party, may obtain such insurance and pay the premium therefor on behalf of such Note Party, and such expenses so paid shall be part of the Obligations.

8.10 Books and Records . Each Note Party shall keep, and shall cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Note Party and each of its Subsidiaries in accordance with GAAP consistently applied to the Note Parties and their Subsidiaries taken as a whole.

8.11 Use of Proceeds

(c) No proceeds of the Notes will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock. Neither the sale of any Notes nor the use of the proceeds thereof will violate or be inconsistent with the provisions of Regulation T, U, or X of the Board of Governors of the Federal Reserve System.

8.12 Standards of Financial Statements . The Note Parties shall cause all financial statements referred to in Sections 8.01(a), (b), (c) and (h), as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

8.13 [ Reserved ] .

8.14 Collateral Access Agreements . Upon Agent’s request, each applicable Note Party shall obtain Collateral Access Agreements from the lessor of each leased property leased by such Note Party after the Closing Date where Collateral is stored or located prior to entering into any lease with respect to such leased property.

8.15 Control Agreements; Cash Management Systems

(a) Each Note Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person as of or after the Closing Date, provided however that the foregoing shall not apply to (i) any payroll account so long as such payroll account is a zero balance account, or (ii) withholding Tax, employee benefits and similar fiduciary accounts. After the occurrence and during the continuation of an Event of Default, the Agent shall be entitled to deliver a notice to any financial institution that is party to a Control Agreement of its exercise of control over any deposit, securities, commodity or other account subject to such Control Agreement.

(b) Each Note Party shall, if requested by Agent at any time, provide, and shall cause its Subsidiaries to provide, the Agent with electronic access to each of its depositary, securities intermediary or commodities intermediary accounts so that the Agent may monitor the activity in such accounts.

8.16 Additional Rolling Stock . Promptly (and in any event within forty-five (45) Business Days) after Issuer acquires additional Rolling Stock subject to a certificate of title, Issuer shall deliver to Agent (a) the certificate of title for all such additional Rolling Stock so acquired by Issuer and shall cause those title certificates to be filed (with the Agent’s Liens noted thereon) in the appropriate filing office and (b) the information required by Section 5.39 with respect to such Rolling Stock.

ARTICLE 9.

NEGATIVE COVENANTS

Until the payment in full of all principal of and interest on the Notes and all other amounts due to the Agent and Purchasers under this Agreement and the other Transaction Documents, including all fees, expenses and amounts due at such time in respect of indemnity obligations under Article 7, each Note Party covenants and agrees with the Agent and Purchasers as set forth in this Article 9:

9.01 Fundamental Changes; Consolidations, Mergers and Acquisitions . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of the Agent: (a) enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, (b) sell, lease, transfer or otherwise dispose of any of its properties or assets, except dispositions of inventory in the Ordinary Course of Business, (c) sell, transfer or otherwise dispose or otherwise reduce the Note Parties’ aggregate number of owned vehicles in its fleet by more than ten percent (10%) in any fiscal year.

9.02 Creation of Liens . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly, create or suffer to exist any Lien or transfer upon or against any of its property or assets now owned or hereafter acquired, except Permitted Liens, including Liens disclosed on Schedule 9.02 .

9.03 Guarantees . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly become liable upon the obligations or liabilities of any Person by assumption, endorsement or guaranty thereof or otherwise (other than to Purchasers) except (a) guarantees made in the Ordinary Course of Business up to an aggregate amount of $250,000, and (b) guarantees of a Note Party in respect of obligations of another Note Party incurred in the Ordinary Course of Business, (c) the endorsement of checks in the Ordinary Course of Business.

9.04 Investments . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly make any Investments, except:

(a) investments in Cash and Cash Equivalents;

(b) investments existing on the Closing Date as set forth on Schedule 9.04 hereto;

(c) investments in domestic Wholly-Owned Subsidiaries of such Note Party created or acquired after the Closing Date, to the extent permitted hereunder;

(d) loans permitted by Section 9.05;

(e) investments by the Note Parties and their respective Subsidiaries in unfinanced (cash) Capital Expenditures in an aggregate amount not to exceed the amount set forth below for such period for all Note Parties and their respective Subsidiaries:

Test Period:	Capital Expenditures
For the three month period ended September 30, 2015	$	175,000
For the sixth month period ended December 31, 2015	$	275,000
For the ninth month period ended March 31, 2016	$	400,000
For the twelve month period ended June 30, 2016	$	550,000
For the twelve month period ended September 30, 2016 and each twelve month period thereafter	$	550,000

; and

(f) investments by the Note Parties and their respective Subsidiaries in financed Capital Expenditures.

9.05 Loans . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly make or have outstanding advances, loans or extensions of credit to any Person, including any Subsidiary or Affiliate, except for (a) advances, loans or extensions of credit to other Note Parties and (b) the extension of commercial trade credit in connection with the sale of inventory in the Ordinary Course of Business.

9.06 Restricted Payments . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly declare, pay or make any Restricted Payments except (i) the payment constituting a salary to Jeffrey S. Cosman in an aggregate amount not to exceed $250,000 for any twelve (12) month period so long as the Agent has received satisfactory evidence in the Agent’s sole discretion that the pro forma Adjusted EBITDA of Issuer and its Subsidiaries, on a Consolidated Basis for the most recently ended fiscal month is greater than or equal to $6,000,000 and (ii) the payment or making of Restricted Payments to another Note Party.

9.07 Indebtedness . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Indebtedness except:

(a) unsecured trade Indebtedness incurred in the Ordinary Course of Business in an aggregate amount not to exceed $2,500,000 at any time outstanding;

(b) the Indebtedness created under this Agreement;

(d) Indebtedness for Capital Expenditures permitted under Section 9.04(f), including Purchase Money Indebtedness and Capitalized Lease Obligations, in each case incurred in connection with such Capital Expenditures;

(e) Indebtedness disclosed on Schedule 9.07 and any Permitted Refinancing thereof;

(f) the Indebtedness secured by (i) that certain Deed of Trust dated as of the Delayed Draw Funding Date for the owned Real Property located at 13507 Northwest Industrial Drive, Bridgeton, Missouri 63044, among Great Southern Bank and Meridian Land Company, LLC (the “ Great Southern Missouri Deed of Trust ”) and (ii) that certain Deed of Trust dated as of the Delayed Draw Funding Date for the owned Real Property located at 6716 & 6720 Berger Avenue, Kansas City, Kansas 66111, among Great Southern Bank and Meridian Land Company, LLC (the “ Great Southern Kansas Deed of Trust ” and together with the Great Southern Missouri Deed of Trust, the “ Great Southern Deeds of Trust ”) and any Permitted Refinancing thereof;

(g) the Subordinated Seller Indebtedness;

(h) the Enterprise Bank Revolving Indebtedness; and

(i) guaranty obligations permitted pursuant to Section 9.03 hereof.

9.08 Nature of Business . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, substantially change the nature of the business in which it is presently engaged, or except as specifically permitted hereby purchase or invest, directly or indirectly, in any assets or property other than in the Ordinary Course of Business and where such assets or property are useful in, necessary for and are to be used in its business as presently conducted.

9.09 Transactions with Affiliates . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions in the Ordinary Course of Business, entered into on an arm’s-length basis on fair and reasonable terms no less favorable than terms which would have been obtainable from a Person other than an Affiliate; (ii) the payment of customary and reasonable directors’ fees to directors who are not employees of the Note Parties or any Affiliate of the Note Parties as well as the payment of their reasonable out-of-pocket expenses incurred in performing their directorial duties and the payment of indemnities owing to them as directors; or (iii) or payment of a salary to Jeffrey S. Cosman as set forth herein.

9.10 Holdings and Brooklyn Acquisition . Holdings and Brooklyn Acquisition each shall not (a) have any liabilities (other than liabilities arising under this Agreement and the other Transaction Documents, liabilities incidental to the conduct of its business as a holding company, or other Indebtedness or liabilities expressly permitted by this Agreement), (b) own any assets (other than (i) with respect to Holdings, Equity Interests of the Issuers or Brooklyn Acquisition or (ii) with respect to Brooklyn Acquisition, Equity Interests of the Issuers) or (c) engage in any operations or business (other than (i) with respect to Holdings, ownership of the Issuers and Brooklyn Acquisition, and activities related to such ownership, the activities and contractual rights incidental to the maintenance of its corporate existence and its ownership of the Issuers and Brooklyn Acquisition, as the case may be, (ii) with respect to Brooklyn Acquisition, ownership of the Issuers and activities related to such ownership, the activities and contractual rights incidental to the maintenance of its corporate existence and its ownership of the Issuers, as the case may be, or (iii) being party to or having obligations under its Organizational Documents, employment agreements, agreements entered into as permitted by this Agreement or other agreements incidental to its existence).

9.11 Subsidiaries; Partnerships; Joint Ventures . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, form any Subsidiary (other than a Subsidiary, the formation of which shall have been consented to in advance in writing by the Required Purchasers), or enter into any partnership, joint venture or similar arrangement.

9.12 Fiscal Year and Accounting Changes . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, directly or indirectly maintain a fiscal year other than a year ending on December 31, or make any change (i) in accounting treatment and reporting practices except as required by GAAP or (ii) in Tax reporting treatment except as required by Applicable Law.

9.13 Amendment of Organizational Documents . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, amend, modify or waive any material term or material provision of its Organizational Documents unless required by Applicable Law.

9.14 Limitation on Modifications of Indebtedness; Modifications of Certain Other Agreements; Etc . . No Note Party shall, and no Note Party shall permit any of its Subsidiaries to, (i) amend or modify, or permit the amendment or modification of, any provision of the Indebtedness described in Section 9.07 hereto or of any agreement (including any purchase agreement, indenture, loan agreement or security agreement) relating thereto other than any amendments or modifications to such Indebtedness which do not in any way adversely affect the interests of the Purchasers and are otherwise permitted under Section 9.07, (ii) amend or modify, or permit the amendment or modification of, any provision of the Great Southern Deeds of Trust except to the extent permitted by the terms of the Lien Priority Agreement, (iii) amend or modify, or permit the amendment or modification of, any provision of the Subordinated Seller Indebtedness except to the extent permitted by the terms of the Subordination Agreement, (iv) amend or modify, or permit the amendment or modification of, any provision of the Key Equipment Acquisition Agreement in any manner materially adverse to the Purchasers, determined by the Purchasers in their sole discretion, (v) amend or modify, or permit the amendment or modification of, any provision of the Enterprise Bank Revolving Indebtedness except to the extent permitted by the terms of the Intercreditor Agreement or (vi) make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any asset sale, change of control or similar event of, any Indebtedness which is contractually subordinated to the Notes.

9.15 Financial Covenants

(a) Minimum Fixed Charge Coverage Ratio . The Note Parties shall not permit the Fixed Charge Coverage Ratio of Holdings and its Subsidiaries, on a Consolidated Basis, as of the last day of each test period set forth below, to be less than 1.50:1.00.

(b) Minimum EBITDA (Quarterly) .

(i) The Note Parties shall not permit the Adjusted EBITDA of Holdings and its Subsidiaries, on a Consolidated Basis, as of the last day of each test period set forth below, to be less than the amount set forth below for such period:

Test Period:	Minimum EBITDA
For the three month period ended September 30, 2015	$	900,000
For the sixth month period ended December 31, 2015	$	1,700,000
For the ninth month period ended March 31, 2016	$	2,750,000
For the twelve month period ended June 30, 2016	$	3,800,000
For the twelve month period ended September 30, 2016	$	3,800,000
For the twelve month period ended December 31, 2016	$	3,800,000
For the twelve month period ended March 31, 2017	$	3,800,000
For the twelve month period ended June 30, 2017	$	3,800,000
For the twelve month period ended September 30, 2017	$	3,800,000
For the twelve month period ended December 31, 2017	$	3,800,000
For the twelve month period ended March 31, 2018 and each twelve month period thereafter	$	4,000,000

(ii) In the event the Key Equipment Acquisition does not occur on or prior to the Delayed Draw Note C Termination Date, the Note Parties shall not permit the Adjusted EBITDA of Holdings and its Subsidiaries, on a Consolidated Basis, as of the last day of each test period set forth below, to be less than the amount set forth below for such period and, for the avoidance of doubt, Section 9.15(b)(i) shall be deemed to be null and void, of no other force and effect as of the Delayed Draw Note C Termination Date:

Test Period:	Minimum EBITDA
For the three month period ended September 30, 2015	$	600,000
For the sixth month period ended December 31, 2015	$	1,250,000
For the ninth month period ended March 31, 2016	$	2,000,000
For the twelve month period ended June 30, 2016	$	2,650,000
For the twelve month period ended September 30, 2016	$	2,650,000
For the twelve month period ended December 31, 2016	$	2,650,000
For the twelve month period ended March 31, 2017	$	2,800,000
For the twelve month period ended June 30, 2017	$	2,800,000
For the twelve month period ended September 30, 2017	$	2,800,000
For the twelve month period ended December 31, 2017	$	2,800,000
For the twelve month period ended March 31, 2018	$	2,800,000
For the twelve month period ended June 30, 2018	$	2,800,000
For the twelve month period ended September 30, 2018	$	2,800,000
For the twelve month period ended December 31, 2018	$	2,800,000
For the twelve month period ended March 31, 2019 and each twelve month period thereafter	$	3,000,000

(c) Minimum EBITDA (Monthly) . The Note Parties shall not permit the Adjusted EBITDA of Holdings and its Subsidiaries, on a Consolidated Basis, as of the last day of each calendar month period to be less than $0.

(d) Maximum Total Funded Debt to EBITDA Ratio . The Note Parties shall not permit the Total Funded Debt to EBITDA Ratio of Holdings and its Subsidiaries, on a Consolidated Basis, as of the last day of each test period set forth below, to be greater than the amount set forth below for such period:

Test Period:	Maximum Total Funded Debt to EBITDA Ratio :
For the sixth month period ended December 31, 2015	3.90:1.00
For the ninth month period ended March 31, 2016	3.90:1.00
For the twelve month period ended June 30, 2016	3.90:1.00
For the twelve month period ended September 30, 2016	3.90:1.00
For the twelve month period ended December 31, 2016	3.90:1.00
For the twelve month period ended March 31, 2017	3.75: 1.0
For the twelve month period ended June 30, 2017	3.75: 1.0
For the twelve month period ended September 30, 2017	3.75: 1.0
For the twelve month period ended December 31, 2017	3.75: 1.0
For the twelve month period ended March 31, 2018 and each twelve month period thereafter	3.70: 1.0

9.16 Compliance with ERISA . No Note Party shall, nor shall any Note Party permit any of its Subsidiaries, to (x) maintain, or permit any member of the Controlled Group to maintain, or (y) become obligated to contribute, or permit any member of the Controlled Group to become obligated to contribute, to any Plan, other than those Plans disclosed on Schedule 5.22 , (ii) engage, or permit any member of the Controlled Group to engage, in any non-exempt “prohibited transaction”, as that term is defined in section 406 of ERISA and Section 4975 of the Code; (iii) incur, or permit any member of the Controlled Group to incur, any “accumulated funding deficiency”, as that term is defined in Section 302 of ERISA or Section 412 of the Code, (iv) terminate, or permit any member of the Controlled Group to terminate, any Plan where such event could result in any liability of any Note Party or any member of the Controlled Group or the imposition of a Lien on the property of any Note Party or any member of the Controlled Group pursuant to Section 4068 of ERISA, (v) assume, or permit any member of the Controlled Group to assume, any obligation to contribute to any Multiemployer Plan not disclosed on Schedule 5.22 , (vi) incur, or permit any member of the Controlled Group to incur, any withdrawal liability to any Multiemployer Plan; (vii) fail promptly to notify Purchasers of the occurrence of any Termination Event, (viii) fail to comply, or permit a member of the Controlled Group to fail to comply, with the requirements of ERISA or the Code or other Applicable Laws in respect of any Plan , (ix) fail to meet, or permit any member of the Controlled Group to fail to meet, all minimum funding requirements under ERISA or the Code or postpone or delay or allow any member of the Controlled Group to postpone or delay any funding requirement with respect of any Plan.

9.17 Prepayment of Indebtedness . No Note Party shall, nor shall any Note Party permit any of its Subsidiaries to, at any time, directly or indirectly, prepay any Indebtedness, or repurchase, redeem, retire or otherwise acquire any Indebtedness, in each case, other than the Obligations and Indebtedness described in Sections 9.07(c), 9.07(e) and 9.07(f).

9.18 Anti-Terrorism Laws . No Note Party shall, nor shall any Note Party permit any Affiliate or agent to: (a) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, (b) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order No. 13224 and (c) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order No. 13224, the USA Patriot Act or any other Anti-Terrorism Law. Each Note Party shall deliver to Agent any certification or other evidence reasonably requested from time to time by Agent, in its sole discretion, confirming such Note Party’s compliance with this Section.

9.19 Trading with the Enemy Act . No Note Party shall nor shall any Note Party permit any of its Subsidiaries to engage in any business or activity in violation of the Trading with the Enemy Act.

9.20 Additional Negative Pledges . No Note Party shall, nor shall any Note Party permit any of its Subsidiaries, to create or otherwise cause or suffer to exist or become effective, directly or indirectly, (i) any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person) on the creation or existence of any Lien upon the assets of any Note Party or any of its Subsidiaries, other than Permitted Liens or (ii) any contractual obligation which may restrict or inhibit Agent’s rights or ability to sell or otherwise dispose of the Collateral or any part thereof after the occurrence of an Event of Default.

9.21 Sale and Leaseback . No Note Party shall, nor shall any Note Party permit any of its Subsidiaries, directly or indirectly, to enter into any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired) to a Person and the subsequent lease or rental of such property or other similar property from such Person.

ARTICLE 10.

PRINCIPAL PAYMENTS

10.01 Optional Prepayments

. The Issuers may prepay the outstanding principal amount of the Notes as follows:

(a) The Issuers may, at their option, at any time upon notice given to Agent as provided in Section 10.01(b), prepay all or any portion of the outstanding principal amount of the Notes, solely on a ratable basis, by payment to the Purchasers, together with the applicable Prepayment Premium (regardless of whether an Event of Default exists, an insolvency proceeding has commenced or any of the Obligations have been accelerated), all Interest accrued and unpaid on the principal amount of the Notes so prepaid through the date of such prepayment, and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment.

(b) The Issuers shall give written notice of prepayment of the Notes pursuant to this Section 10.01 not less than ten (10) nor more than sixty (60) days prior to the date fixed for such prepayment. Such notice of prepayment pursuant to this Section 10.01 shall be given in the manner specified in Section 12.02 of this Agreement. Upon notice of prepayment pursuant to this Section 10.01 being given by the Issuers, the Issuers covenant and agree that they will prepay, on the date therein fixed for prepayment, the Notes or the portion thereof so called for prepayment, together with the applicable Prepayment Premium in respect of the principal amount of the Notes so called for prepayment, together with Interest accrued and unpaid thereon to the date fixed for such prepayment, and the costs and expenses referred to in Section 10.01(a).

(c) Any optional prepayment under this Section 10.01 shall include payment of accrued and unpaid Interest on the principal amount of the Notes so prepaid and shall be applied first to all costs, expenses and indemnities payable under this Agreement, then to payment of default interest, if any, then to accrued but unpaid Interest, if any, and thereafter to the principal amount of such Notes.

(d) Any Prepayment Premium payable in accordance with this Section 10.01 shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, and the Note Parties agree that it is reasonable under the circumstances currently existing. The Note Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Purchasers and the Note Parties giving specific consideration in this transaction and the transactions contemplated by this Agreement for such agreement to pay the Prepayment Premium, and (D) the Note Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 10.01(d) .

10.02 Mandatory Prepayments

(a) Liquidity Event . Upon the occurrence of a Liquidity Event, and regardless of whether an Event of Default exists or any of the Obligations have been accelerated, the Issuers shall, prepay the entire outstanding amount of all Obligations, together with the applicable Prepayment Premium, all Interest accrued and unpaid through the date of such prepayment and reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment. For the purposes hereof, “ Liquidity Event ” means (i) the occurrence of a Change of Control, (ii) the liquidation, dissolution or winding up of any Note Party or of one or more of its Subsidiaries that, individually or in the aggregate, constitute a material part of the business, operations or assets of the Note Parties and all of their respective Subsidiaries, taken as a whole or (iii) the sale of all or substantially all of the assets of any Note Party. The Issuers shall give written notice to the Agent of any mandatory prepayment pursuant to this Section 10.02(a) at least five (5) Business Days prior to the date of such prepayment. Such notice shall be given in the manner specified in Section 12.02 of this Agreement.

(b) Extraordinary Receipts . Within three (3) Business Days of the date of receipt by any Note Party or any Subsidiary thereof of any Extraordinary Receipts in excess of $50,000 in any fiscal year, Issuers shall prepay the outstanding principal amount of the Notes in accordance with Section 10.04 in an amount equal to one hundred percent (100.0%) of such Extraordinary Receipts, net of any reasonable costs and expenses incurred in collecting such Extraordinary Receipts. Each prepayment under this Section 10.02(b) shall include the applicable Prepayment Premium in respect of the principal amount of the Notes so prepaid, regardless of whether an Event of Default exists or any of the Obligations have been accelerated.

(c) Indebtedness . Within three (3) Business Days of the date of incurrence any Note Party or any Subsidiary thereof of any Indebtedness (other than Indebtedness permitted under Section 9.07), Issuers shall prepay the outstanding principal amount of the Notes in accordance with Section 10.04 in an amount equal to one hundred percent (100.0%) of the net cash proceeds received by such Person in connection with such incurrence of Indebtedness. Each prepayment under this Section 10.02(c) shall include the applicable Prepayment Premium in respect of the principal amount of the Notes so prepaid, regardless of whether an Event of Default exists or any of the Obligations have been accelerated.

(d) [ Intentionally Omitted ].

(e) Asset Dispositions . Within three (3) Business Days of the date of receipt by any Note Party or any Subsidiary thereof of the net cash proceeds of any voluntary or involuntary sale, lease, transfer or other disposition (including as a result of a non-Rolling Stock casualty or condemnation event) of any of its properties or assets, except (i) dispositions of inventory in the Ordinary Course of Business and (ii) dispositions or sales of obsolete or worn-out equipment or Rolling Stock in the Ordinary Course of Business, and only to the extent that the proceeds of any such disposition are used to acquire replacement equipment or Rolling Stock, as applicable, which is subject to Agent’s security interests, Issuer shall prepay the outstanding principal amount of the Notes in accordance with Section 10.04 in an amount equal to one hundred percent (100.0%) of such net cash proceeds (including condemnation awards, payments in lieu thereof, non-Rolling Stock casualty proceeds and other insurance reimbursements or proceeds). Nothing in the foregoing shall be construed to constitute consent by Agent or by any Purchaser to any transaction not expressly permitted by the terms of this Agreement. Each prepayment under this Section 10.02(e) shall include the applicable Prepayment Premium in respect of the principal amount of the Notes so prepaid, regardless of whether an Event of Default exists or any of the Obligations have been accelerated.

(f) [ Intentionally Omitted ].

(g) Any Prepayment Premium payable in accordance with this Section 10.02 shall be presumed to be the liquidated damages sustained by each Purchaser as the result of the early termination, and the Note Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM. The Note Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Purchasers and the Note Parties giving specific consideration in this transaction and the transactions contemplated by this Agreement for such agreement to pay the Prepayment Premium and (D) the Note Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 10.02(g) .

10.03 Scheduled Payments . The entire amount of all outstanding Obligations (including without limitation the outstanding principal amount of the Notes and all accrued and unpaid Interest in respect thereof) shall be paid in full on the Maturity Date.

10.04 Application of Payments

(a) All mandatory prepayments under Section 10.02 shall be accompanied by (i) all Interest in respect of the Notes prepaid that is accrued and unpaid through the date of such prepayment, (ii) the Prepayment Premium in respect of the Note B and Delayed Draw Note C required to be so prepaid and (iii) reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment. Upon any payment or prepayment of any Notes pursuant to any provision of this Agreement, the principal amount so paid or prepaid shall be allocated to all outstanding Notes on a ratable basis (based upon the proportion of the respective outstanding principal amount of the total Notes) until all such Notes have been paid in full.

(b) Any payment or prepayment of any of the Notes shall be made to the same accounts and in the same manner as provided in Section 2.06(a).

10.05 Right to Decline Prepayments . Any mandatory prepayment under Section 10.02 may be declined in whole or in part by any Purchaser without prejudice to such Purchaser’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayment. If a Purchaser chooses not to accept payment in respect of a mandatory prepayment, in whole or in part, the other Purchasers that accept such mandatory prepayment shall have the option to share such proceeds on a pro rata basis (and if declined by all Purchasers, such declined proceeds shall be retained by the Issuers).

ARTICLE 11.

EVENTS OF DEFAULT; REMEDIES

11.01 Events of Default

. An “ Event of Default ” shall occur if:

(a) any Note Party shall default in the payment of the principal amount of the Notes, when and as the same shall become due and payable, whether at maturity or at a date fixed for payment or prepayment or by acceleration or otherwise; or

(b) any Note Party shall default in the payment of any installment of Interest or any other amount due under this Agreement or the Notes (other than as set forth in clause (a) of this Section 11.01) according to its terms, when and as the same shall become due and payable; or

(c) any Note Party or any of its Subsidiaries shall default in the due observance or performance of any covenant to be observed or performed pursuant to Sections 8.01, 8.02, 8.03, 8.14 or Article 9 of this Agreement; or

(d) any Note Party or any of its Subsidiaries shall default in the due observance or performance of any other covenant, condition or agreement on the part of such Note Party or such Subsidiary to be observed or performed pursuant to the terms hereof or any of the Transaction Documents (other than those referred to in clauses (a), (b) or (c) of this Section 11.01), and such default shall continue for fifteen (15) days after the earliest of (A) if any Note Party has knowledge of such default, the date such Note Party is required pursuant to the Transaction Documents or otherwise to give notice thereof to the Agent or Purchasers (whether or not such notice is actually given) or (B) the date of written notice thereof, specifying such default, shall have been given to the Note Parties by Agent or any Purchaser; or

(e) any representation, warranty or certification made by or on behalf of any Note Party or any of its Subsidiaries in this Agreement, the Notes, the other Transaction Documents or in any certificate or other document delivered pursuant hereto or thereto shall have been incorrect in any material respect (without duplication of any materiality qualification therein) when made; or

(f) any default shall occur under (i) any Indebtedness of any Note Party or any of its Subsidiaries in an amount in excess of $500,000 for any Note Party or its Subsidiaries or $1,000,000 for all Note Parties and their respective Subsidiaries, (ii) the Indebtedness secured by the Great Southern Deeds of Trust, (iii) the Subordinated Seller Indebtedness or (iv) the Enterprise Bank Revolving Indebtedness, in each case which the Note Parties fail to cure within any applicable cure period; or

(g) any uninsured damage to or loss, theft or destruction of any assets of any Note Party or any of its Subsidiaries shall occur that is in excess of $500,000 in the aggregate for all Note Parties and Subsidiaries; or

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of any Note Party or any of its Subsidiaries, or of a substantial part of any of their respective property or assets, under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Note Party or any of its Subsidiaries, or for a substantial part of any of their respective property or assets, or (C) the winding up or liquidation of any Note Party or any of its Subsidiaries; and such proceeding or petition shall continue undismissed for sixty (60) days, or an order or decree approving or ordering any of the foregoing shall be entered; or

(i) any Note Party or any of its Subsidiaries shall (A) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal or state bankruptcy, insolvency, receivership or similar Applicable Law, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (h) of this Section 11.01, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official, for a substantial part of its property or assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors, (F) become unable, admit in writing its inability or fail generally to pay its debts as they become due, or (G) take any action for the purpose of effecting any of the foregoing; or

(j) the entering of any final judgment against any Note Party in excess of $250,000 individually or $500,000 in the aggregate in any litigation, administrative proceeding, action, proceeding, claim or investigation, unless such final judgment is discharged, bonded or stayed within thirty (30) days from the decree thereof; or

(k) any Note Party or any of its Subsidiaries shall commence legal action challenging the validity and binding effect of any provision of any of the Transaction Documents or any of the Transaction Documents shall for any reason (except to the extent permitted by its express terms) cease to be effective or, if in the case of the Transaction Documents intended to provide a Lien in favor of the Agent or any Purchaser, fail to create a valid, perfected, and except to the extent permitted by the terms of this Agreement, first priority Lien (except for Permitted Liens that by operation of law would take priority) on, or security interest in, any of the Collateral purported to be covered; or

(l) unless otherwise waived or consented to by the Required Purchasers in writing, the subordination provisions relating to any Indebtedness subordinated to the Indebtedness pursuant to the Notes and the Agreement (collectively, the “ Subordination Provisions ”) shall fail to be enforceable by the Agent and the Purchasers in accordance with the terms thereof, or the monetary obligations pursuant to the Notes and this Agreement shall fail to constitute “Senior Debt” (or similar term) referring to such obligations; or any Note Party shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Agent and the Purchasers or (iii) that all payments of principal of or premium and interest on the such subordinated Indebtedness, or realized from the liquidation of any property of any Note Party or Subsidiary, shall be subject to any of such Subordination Provisions; or

(m) the occurrence of any event or condition that could reasonably be expected to have a Material Adverse Effect.

11.02 Acceleration and Remedies . If an Event of Default occurs under Section 11.01(h) or (i), then the entire amount of all outstanding Obligations (including without limitation the outstanding principal amount of, and all accrued Interest on, the Notes, and all fees and expenses due under this Agreement or any other Transaction Document) shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived. If any other Event of Default occurs and is continuing, Agent may, and at the request of the Required Purchasers shall, by written notice to the Note Parties, declare the entire amount of all outstanding Obligations (including without limitation the outstanding principal amount of, and all accrued Interest on, the Notes, and all fees and expenses due under this Agreement or any other Transaction Document), or any portion of the foregoing, to be immediately due and payable. Upon any such declaration, such Obligations shall become immediately due and payable. The Required Purchasers may rescind an acceleration and its consequences if all existing Events of Default have been cured or waived, except nonpayment of principal or Interest that has become due solely because of the acceleration, and if the rescission would not conflict with any judgment or decree. Any notice or rescission shall be given in the manner specified in Section 12.02 hereof. Upon the occurrence of an Event of Default, Agent shall have the right to exercise any and all rights and remedies provided for herein, under any of the other Transaction Documents, under the UCC and at law or equity generally, including the right to foreclose the security interests granted and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all of the Collateral with or without judicial process, subject to applicable law and the UCC.

11.03 Application of Proceeds . Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent on account of the Notes or any other amounts outstanding under any of the Transaction Documents or in respect of the Collateral may, at Agent’s discretion, or shall, at the direction of the Required Purchasers, be paid over or delivered as follows:

(a) FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of the Agent in connection with enforcing its rights and the rights of the Purchasers under this Agreement and the other Transaction Documents;

(b) SECOND, to the payment of any fees owed to the Agent;

(c) THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) of each of the Purchasers to the extent owing to such Purchaser pursuant to the terms of this Agreement or the other Transaction Documents;

(d) FOURTH, ratably, to the payment of all accrued fees and Interest in respect of the Notes, this Agreement or the other Transaction Documents, in each case which have not been included in the principal amount of the Notes;

(e) FIFTH, ratably, to the payment of the principal amount of the Notes;

(f) SIXTH, to all other Obligations which shall have become due and payable under the Transaction Documents or otherwise and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and

(g) SEVENTH, the balance, if any, to whoever may be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; and (ii) each of the Purchasers shall receive an amount equal to its pro rata share (based on the proportion that the principal amount of the Notes held by such Purchaser bears to the aggregate then outstanding principal amount of the Notes) of amounts available to be applied pursuant to clauses “FOURTH”, “FIFTH” and “SIXTH” above.

ARTICLE 12.

MISCELLANEOUS

12.01 Survival of Representations and Warranties . All of the representations and warranties made herein shall survive the execution and delivery of this Agreement, any investigation by or on behalf of the Agent or any Purchaser, acceptance of the Notes and payment therefore, or termination of this Agreement.

12.02 Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, facsimile (with receipt confirmed), electronic transmission ( i.e. , e-mail), courier service or personal delivery:

if to Agent:

Praesidian Capital Opportunity Fund III, LP

c/o Praesidian Capital

419 Park Avenue South

New York, NY 10016

Facsimile: (212) 520-2601

Attention: Glenn C. Harrison

with a copy to:

Proskauer Rose LLP

One International Place

Boston, MA 02110

Facsimile: (617) 526-9899

Attention: Sabrina Rusnak-Carlson, Esq.

if to any Note Party:

Meridian Waste Solutions, Inc.

12540 Broadwell Road, Suite 1203

Milton, GA 30004

Attention: Jeffrey S. Cosman

with a copy to:

Richard J. Dreger, Attorney at Law, P.C.

11660 Alpharetta Highway

Building 700, Suite 730

Roswell, GA 30076

Facsimile: (678) 566-6938

Attention: Richard J. Dreger, Esq.

All such notices and communications shall be deemed to be effective: (i) in the case of hand-delivery, when delivered; (ii) in the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such notice or communication receives confirmation of the delivery thereof from its own facsimile machine; (iii) in the case of electronic transmission, when actually received; (iv) in the case of mail, five (5) Business Days after being deposited in the mail, postage prepaid; or (v) if given by any other means (including by overnight courier), when actually received.

12.03 Successors and Assigns .

(a) This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and, subject to the prior written consent of the Issuers and Agent, as applicable (such consent of the Issuers not to be unreasonably withheld or delayed, and shall be deemed provided unless expressly withheld by the Issuers within three (3) Business Days of written request therefor), Agent and each Purchaser may assign any of its rights under any of the Transaction Documents to any Eligible Assignee, and any holder of the Notes may assign, in whole or in part, the Notes to any Eligible Assignee; provided, however, that (i) no such consent of the Issuers will be required (A) with respect to any assignment to another existing Purchaser, the parent company of any Purchaser or any Affiliate of any Purchaser, or (B) during the continuation of any Event of Default and (ii) no such consent of the Agent will be required with respect to any assignment to any Affiliate of any Purchaser or to an existing Purchaser. No Note Party may assign any of their respective rights, or delegate any of its obligations, under this Agreement or any of the other Transaction Documents without the prior written consent of the Purchasers, and any such purported assignment by any Note Party without the written consent of the Purchasers shall be void and of no effect. Except as provided in Article 7, no Person other than the parties hereto and to the other Transaction Documents and their successors and permitted assigns is intended to be a beneficiary of any of such Transaction Documents.

(b) Notwithstanding anything in this Agreement or any Transaction Document to the contrary, there shall be no limitation or restriction on (x) the ability of Agent or any Purchaser to pledge, or otherwise grant a security interest in, this Agreement, any Note, or any of the other Transaction Documents, or any of its rights thereunder, to any lender or other funding or financing source of such Agent or Purchaser or (y) the assignment or other transfer in connection with the realization of any such pledge or other security interest.

12.04 Amendment and Waiver .

(a) No failure or delay on the part of any of the parties hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for in this Agreement are cumulative and are not exclusive of any remedies that may be available to the parties hereto at law, in equity or otherwise.

(b) Any Modification of this Agreement, the Notes or any other Transaction Document, shall be effective as to the Purchasers (i) only if it is made or given in writing and signed by each Note Party and the Required Purchasers, except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement or any other Transaction Document shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any fee payable with respect to, any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any amendment, supplement or modification, and (ii) only in the specific instance and for the specific purpose for which made or given. No amendment, supplement or modification of or to any provision of this Agreement or any of the other Transaction Documents, or any waiver of any such provision or consent to any departure by any party from the terms of any such provision may be made orally. Except where notice is specifically required by this Agreement, no notice to or demand on any Note Party in any case shall entitle such Note Party to any other or further notice or demand in similar or other circumstances.

12.05 Signatures; Counterparts

. Facsimile or electronic transmissions of any executed original document and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

12.06 Headings

. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

12.07 GOVERNING LAW

. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE.

12.08 JURISDICTION; JURY TRIAL WAIVER .

(a) EACH CREDIT PARTY HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH CREDIT PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12.02, SUCH SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF AGENT, ANY PURCHASER OR THE HOLDER OF ANY OF THE NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

(b) EACH CREDIT PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER TRANSACTION DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH CREDIT PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF AGENT OR ANY PURCHASER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT OR SUCH PURCHASER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT AGENT AND EACH PURCHASER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

12.09 Severability . If any one or more of the provisions contained in this Agreement, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Agreement. The parties hereto further agree to replace such invalid, illegal or unenforceable provisions of this Agreement with valid, legal and enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable provisions.

12.10 Rules of Construction . Unless the context otherwise requires, “or” is not exclusive.

12.11 Entire Agreement . This Agreement and the other Transaction Documents, together with the exhibits and schedules hereto and thereto, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement and the other Transaction Documents, together with the exhibits and schedules hereto and thereto, supersede all prior agreements and understandings between the parties with respect to such subject matter.

12.12 Certain Expenses . The Note Parties will pay all expenses of the Agent and Purchasers (including fees, charges and disbursements of counsel) in connection with (i) any amendment, supplement, modification, replacement of or waiver of or to any provision of this Agreement or any of the other Transaction Documents or any documents relating thereto (including a response to a request by any Note Party for the Purchasers’ consent to any action otherwise prohibited hereunder or thereunder), or consent to any departure from, the terms of any provision of this Agreement or such other documents, (ii) all efforts made to enforce payment of the Notes, (iii) instituting, maintaining, preserving, enforcing and foreclosing on Agent’s security interest in or Lien on any of the Collateral, or maintaining, preserving or enforcing any of Agent’s or any Purchaser’s rights hereunder or the Subordination Agreement and under all related agreements, documents and instruments, whether through judicial proceedings or otherwise, including expenses incurred during any workout, restructuring or negotiations in respect of such Notes, (iv) all efforts made by the Agent and Purchasers to maintain and administer the Notes, (v) defending or prosecuting any actions or proceedings arising out of or relating to Agent’s or any Purchaser’s transactions with any Note Party or (vi) any advice given to any Agent or any Purchaser with respect to its rights and obligations under this Agreement or the Subordination Agreement and all related agreements, documents and instruments.

12.13 Publicity . Except as may be required by Applicable Law, none of the parties hereto shall issue a publicity release or announcement or otherwise make any public disclosure concerning this Agreement or the transactions contemplated hereby, without prior approval by the other parties hereto. If any announcement is required by law to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties an opportunity to comment thereon. Notwithstanding the foregoing, any Purchaser or any Affiliate of any Purchaser may (i) disclose a general description of transactions arising under the Transaction Documents for advertising, marketing or other similar purposes, and (ii) use any Note Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes, and, in each case, may post such information on its website.

12.14 Further Assurances . Each of the parties shall execute such documents and perform such further acts (including obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement, including any post-closing assignment(s) by any Purchaser of a portion of the Notes to a Person not currently a party hereto.

12.15 Joint and Several Liability of Issuers .

(a) Each Issuer acknowledges that it is jointly and severally liable for all of the Obligations. Each Issuer expressly understands, agrees and acknowledges that (i) Issuers are all Affiliated entities by common ownership, (ii) each Issuer desires to have the availability of common loans instead of separate loans, (iii) each Issuer has requested that Purchasers extend the loans on the terms herein provided, (iv) each Issuer will nonetheless benefit by the making of all such loans by each Purchaser and the availability of a single loan of a size greater than each could independently warrant, (v) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Transaction Documents shall be applicable to and shall be binding upon each Issuer and (vi) Issuers have each executed or will execute the Notes as co-makers of the Notes and that it would not be able to obtain the loans provided by Purchasers hereunder without the financial support provided by the other Issuers.

(b) Each Issuer, to the extent not directly liable therefor, hereby guarantees the prompt payment and performance in full of all Obligations. Such guarantee constitutes a guarantee of payment and not of collection. Each Issuer’s obligations under this Agreement shall, to the fullest extent permitted by Law, be unconditional irrespective of (i) the validity or enforceability, avoidance or subordination of the Obligations of any other Note Party or of any promissory note or other document evidencing all or any part of the Obligations of any other Note Party, (ii) the absence of any attempt to collect the Obligations from any other Note Party, or any other security therefor, or the absence of any other action to enforce the same, (iii) the waiver, consent, extension, forbearance or granting of any indulgence by any Purchaser with respect to any provision of any instrument evidencing the Obligations of any other Note Party or any part thereof, or any other agreement now or hereafter executed by any other Note Party and delivered to any Purchaser, (iv) any Purchaser’s election, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code, (v) any borrowing or grant of a security interest by any other Note Party, as debtor-in-possession under Section 364 of the Bankruptcy Code, (vi) the disallowance of all or any portion of any Purchaser’s claim(s) for the repayment of the Obligations of any other Note Party under Section 502 of the Bankruptcy Code or (vii) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other Note Party (other than actual indefeasible payment in full in cash). With respect to any Issuer’s Obligations arising as a result of the joint and several liability of Issuers hereunder with respect to loans or other extensions of credit made to any of the other Issuers hereunder, until the Obligations have been indefeasibly paid in full, such Issuer hereby waives any right to enforce any right of subrogation or any remedy which any Purchaser now has or may hereafter have against any other Note Party, or any endorser of all or any part of the Obligations. During the existence of any Event of Default, any Purchaser may proceed directly and at once, without notice, against any Issuer to collect and recover the full amount, or any portion of the Obligations, without first proceeding against any other Note Party or any other Person. Each Issuer consents and agrees that Purchasers shall be under no obligation to marshal any assets in favor of any Note Party or against or in payment of any or all of the Obligations.

(c) Each Issuer is obligated to repay the Obligations as a joint and several obligor under this Agreement and the other Transaction Documents. Without prejudice to any subrogation rights that may apply after the Obligations have been indefeasibly paid in full, to the extent that any Issuer shall, under this Agreement as a joint and several obligor (or, if any court holds that such Issuer is a guarantor and not a principal obligor, in its capacity as a guarantor), repay any of the Obligations constituting loans made to another Issuer hereunder or other Obligations incurred directly and primarily by any other Issuer (an “ Accommodation Payment ”), then the Issuer making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Issuers in an amount, for each of such other Issuers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Issuer’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Issuers. As of any date of determination, the “ Allocable Amount ” of each Issuer shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Issuer hereunder without (i) rendering such Issuer “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“ UFTA ”) or Section 2 of the Uniform Fraudulent Conveyance Act (“ UFCA ”), (ii) leaving such Issuer with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such Issuer unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 10.20(c) shall be subordinate in right of payment to, and may not be asserted prior to, the indefeasible payment in full in cash of the Obligations. The provisions of this Section 12.15(c) shall, to the extent inconsistent with any provision in any Transaction Document, supersede such inconsistent provision.

(d) If any court holds that an Issuer is a guarantor and not a principal obligor hereunder and in any action to enforce its guaranty or any proceeding to allow or adjudicate a claim under its guaranty a court of competent jurisdiction shall determine that enforcement thereof for the full amount of the Obligations hereunder is not lawful under, or would be subject to avoidance under, Section 548 of the Bankruptcy Code or any applicable provision of comparable state Law, then the liability of such Issuer in respect of such guaranty shall be limited to the maximum amount lawful and not subject to avoidance under such Law.

(e) EACH ISSUER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY ISSUER, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY CREDIT PARTY MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY ANY PURCHASER IN ENFORCING THIS AGREEMENT, PROVIDED THAT ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH ISSUER MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER ISSUER IS NOT SO WAIVED BUT IS SUBORDINATE TO, AND MAY NOT BE ASSERTED PRIOR TO, THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS, AND ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY ISSUER BY ANY OTHER ISSUER ARE HEREBY SUBORDINATED TO ANY SUCH PURCHASER’S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO PURCHASERS. EACH ISSUER RATIFIES AND CONFIRMS WHATEVER A PURCHASER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT NO PURCHASER SHALL BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH ISSUER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY ANY PURCHASER AGAINST ANY OTHER ISSUER.

(f) Should a claim be made upon any Purchaser at any time for repayment of any amount received by any Purchaser in payment of the Obligations, or any part thereof, whether received from any Issuer, by reason of: (1) any judgment, decree or order of any court or administrative body having jurisdiction over any Purchaser or any of their property, or (2) any settlement or compromise of any such claim effected by any Purchaser, in its sole discretion, with the claimant (including an Issuer), each Issuer shall remain liable to any such Purchaser for the amount so repaid to the same extent as if such amount had never originally been received by any such Purchaser, notwithstanding any termination hereof or the cancellation of any note or other instrument evidencing any of the Obligations.

(g) This Section 12.15 is intended solely to preserve the rights of Purchasers hereunder against each Issuer and no Issuer, guarantor of the Obligations or other Person shall have any right, claim or defense solely by virtue of this Section 12.15.

12.16 Obligations of the Purchasers . The obligations of each Purchaser shall be several and not joint and no Purchaser shall be liable or responsible for the acts or omissions of any other Purchaser.

12.17 No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the other Transaction Documents. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement or any Transaction Document, this Agreement or such other Transaction Document shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement or any other Transaction Document. No knowledge of, or investigation, including due diligence investigation, conducted by, or on behalf of, any Purchaser shall limit, modify or affect the representations set forth in Article 5 of this Agreement or the right of any Purchaser to rely thereon.

12.18 Transfer of the Notes .

(a) The term “ Purchaser ” as used herein shall include any transferee of any Note whose name has been recorded by the Issuers in the Note Register. Each transferee of any Note acknowledges that the Notes have not been registered under the Securities Act, and may be transferred only pursuant to an effective registration under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act.

(b) The Issuer shall maintain a register (the “ Note Register ”) in the principal offices of Holdings for the purpose of registering the Notes and any transfer or partial transfer thereof, which register shall reflect and identify, at all times, the ownership of record of any principal and interest in the Notes or any interest therein. The entries in the Note Register shall be conclusive absent manifest error, and the Issuer, the Agent and the Purchasers shall treat each Person whose name is recorded in the Note Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Note Register shall be available for inspection by the Agent and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice. Upon the issuance of the Notes, the Issuers shall record the name and address of the initial Purchaser of each Note in the Note Register as the first Purchaser. Upon surrender for registration of transfer or exchange of any Note at the principal offices of the Issuers, the Issuers shall, at their expense, execute and deliver one or more new Notes of like tenor and of denominations of at least $500,000 (except as may be necessary to reflect any principal amount not evenly divisible by $500,000) of a like aggregate principal amount, registered in the name of the Purchaser or a transferee or transferees. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by written instrument of transfer duly executed by the Purchaser of such Note or such Purchaser’s attorney duly authorized in writing.

(c) On receipt by the Issuers of an affidavit of an authorized representative of any Purchaser stating the circumstances of the loss, theft, destruction or mutilation of any Note (and in the case of any such mutilation, on surrender and cancellation of such Note), the Issuers, at its expense, will promptly execute and deliver, in lieu thereof, a new Note of like tenor. If required by the Issuers, such Purchaser must provide indemnity sufficient in the reasonable judgment of the Issuers to protect the Issuers from any loss which they may suffer if a lost, stolen or destroyed Note is replaced.

ARTICLE 13.

GUARANTEE

13.01 The Guarantee

. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Purchaser and Agent and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal amount of and Interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Notes and all other Obligations from time to time owing to such Purchaser and Agent by the Issuers under any Transaction Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guarantors’ Obligations” ). The Guarantors hereby jointly and severally agree that if the Issuers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantors’ Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guarantors’ Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise and after giving effect to any applicable notice or cure period) in accordance with the terms of such extension or renewal.

13.02 Obligations Unconditional . The obligations of the Guarantors under Section 13.01 shall constitute a guaranty of payment and not of collection and, to the fullest extent permitted by Applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guarantors’ Obligations of the Issuers under this Agreement, the Notes, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guarantors’ Obligations and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Each of the Guarantors agrees that Agent, and the Purchasers without notice or demand to Guarantors, may, without affecting or impairing any Guarantor’s liability hereunder, from time to time:

(i) change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter: (A) any of the Guarantors’ Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guarantee shall apply to the Guarantors’ Obligations as so changed, extended, renewed, or altered;

(ii) take and hold security for the payment of the Guarantors’ Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Guarantors’ Obligations incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof;

(iii) exercise or refrain from exercising any rights against any Guarantor;

(iv) release or substitute any one or more endorsers, guarantors, any Guarantor, or other obligors;

(v) settle or compromise any of the Guarantors’ Obligations, any security therefor, or any liability incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Guarantor to its creditors;

(vi) apply any sums by whomever paid or however realized to any liability or liabilities of any Guarantor to Agent, or any Purchaser regardless of what liability or liabilities of such Guarantor remain unpaid;

(vii) consent to or waive any breach of, or any act, omission, or default under, this Agreement, any other Transaction Document, or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement this Agreement, any other Transaction Document, or any of such other instruments or agreements; or

(viii) take any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of one or more of the Guarantors from all or part of its liabilities under this Guarantee.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that Agent or any Purchaser exhaust any right, power or remedy or proceed against the Issuers under this Agreement or the Notes, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guarantors’ Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guarantors’ Obligations and notice of or proof of reliance by upon the guarantee provided under this Article 13 (the “Guarantee” ) or acceptance of this Guarantee, and the Guarantors’ Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between any Note Party and any Purchaser or Agent shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guarantors’ Obligations at any time or from time to time held by any Purchaser or Agent, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by such Purchaser or any other person at any time of any right or remedy against any Note Party or against any other person which may be or become liable in respect of all or any part of the Guarantors’ Obligations or against any collateral security or guarantee therefore or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of each Purchaser, Agent and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guarantors’ Obligations outstanding.

13.03 Waiver of Defenses

The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following:

(i) any lack of validity or enforceability of any Transaction Document or any agreement or instrument relating thereto;

(ii) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantors’ Obligations, or any other amendment or waiver of or any consent to departure from any Transaction Document, including any increase in the Guarantors’ Obligations resulting from the extension of additional credit;

(iii) any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the Guarantors’ Obligations;

(iv) the existence of any claim, set-off, defense, or other right that any Guarantor may have at any time against any Person, including Agent, or any Purchaser;

(v) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantors’ Obligations or any security therefor;

(vi) any right or defense arising by reason of any claim or defense based upon an election of remedies by any Purchaser including any defense based upon an impairment or elimination of such Guarantor’s rights of subrogation, reimbursement, contribution, or indemnity of such Guarantor against any other Guarantor or any guarantors or sureties;

(vii) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Guarantor; or

(viii) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor or any other guarantor or surety.

13.04 Reinstatement . The obligations of the Guarantors under this Article 13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Note Party in respect of the Guarantors’ Obligations is rescinded or must be otherwise restored by any holder of any of the Guarantors’ Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

13.05 Subrogation . Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guarantors’ Obligations under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 13.01, whether by subrogation or otherwise, against any Note Party or any security for any of the Guarantors’ Obligations.

13.06 Remedies . The Guarantors jointly and severally agree that if the obligations of any Issuer under this Agreement and the Notes are declared to be forthwith due and payable as provided in the Notes (or shall be deemed to have become automatically due and payable in the circumstances provided in the Notes) for purposes of Section 13.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Issuer such obligations (whether or not due and payable by any Issuer) shall forthwith become due and payable by the Guarantors for purposes of Section 13.01.

13.07 Continuing Guarantee . The guarantee in this Article 13 is a continuing guarantee of payment, and shall apply to all Guarantors’ Obligations whenever arising.

13.08 General Limitation on Guarantors’ Obligations . In any action or proceeding involving any state corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 13.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 13.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

13.01 New Subsidiaries . To the extent required by Section 5.17(c) of this Agreement, certain Subsidiaries (whether by acquisition or creation) are required to enter into this Agreement (any such Subsidiary, a “ New Subsidiary ”) by executing and delivering in favor of Agent a joinder to this Agreement, in form and substance reasonably satisfactory to the Agent. Upon the execution and delivery of such joinder by any New Subsidiary, such New Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor hereunder.

ARTICLE 14.

REGARDING AGENT

14.01 Appointment . Each Purchaser hereby designates Fund III to act as Agent for such Purchaser under this Agreement and the Transaction Documents. Each Purchaser hereby irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the Transaction Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto and Agent shall hold all Collateral, payments of principal and interest, fees, charges and collections received pursuant to this Agreement, for itself and for the ratable benefit of the Purchasers. Agent may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Note) Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Purchasers (or, if applicable pursuant to Section 12.04, the holders of 100% of the Notes), and such instructions shall be binding; provided, however, that Agent shall not be required to take any action which exposes Agent to liability or which is contrary to this Agreement or the Transaction Documents or any Requirement of Law unless Agent is furnished with an indemnification reasonably satisfactory to Agent with respect thereto.

14.02 Nature of Duties . Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and the Transaction Documents. Neither Agent nor any of its officers, directors, employees or agents shall be (i) liable for any action taken or omitted by them as such hereunder or in connection herewith, unless caused by their gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment), or (ii) responsible in any manner for any recitals, statements, representations or warranties made by any Note Party or any of its Subsidiaries or any officer of any of any Note Party or any of its Subsidiaries contained in this Agreement, or in any of the Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any of the Transaction Documents or for the value, validity, effectiveness, genuineness, due execution, enforceability or sufficiency of this Agreement, or any of the Transaction Documents or for any failure of any Note Party or any of its Subsidiaries to perform its obligations hereunder. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any of the Transaction Documents, or to inspect the properties, books or records of any Note Party or any of its Subsidiaries. The duties of Agent as respects payments or collections shall be mechanical and administrative in nature; Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Purchaser; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement except as expressly set forth herein.

14.03 Lack of Reliance on Agent and Resignation .

(a) Independently and without reliance upon Agent or any other Purchaser, each Purchaser has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Note Parties and their Subsidiaries in connection with the purchase of any Notes hereunder and the taking or not taking of any action in connection herewith, and (ii) its own appraisal of the creditworthiness of the Note Parties. Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Purchaser with any credit or other information with respect thereto, whether coming into its possession before the purchase of any Notes or at any time or times thereafter except as shall be provided by the Note Parties pursuant to the terms hereof. Agent shall not be responsible to any Purchaser for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection with or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Agreement or any Transaction Document, or of the financial condition of the Note Parties and their Subsidiaries, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement, the Notes, the Transaction Documents or the financial condition of the Note Parties and their Subsidiaries, or the existence of any Event of Default or any Default.

(b) Agent may resign on thirty (30) days’ written notice to each Purchaser and upon such resignation, the Required Purchasers will promptly designate a successor Agent reasonably satisfactory to the Note Parties (provided that the consent of the Note Parties shall not be required after the occurrence and during the continuance of an Event of Default).

(c) Any such successor Agent shall succeed to the rights, powers and duties of Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent. After any Agent’s resignation as Agent, the provisions of this Article 14 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

14.04 Certain Rights of Agent . If Agent shall request instructions from the Purchasers with respect to any act or action (including failure to act) in connection with this Agreement or any Transaction Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Purchasers; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Purchaser shall have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Purchasers.

14.05 Reliance . Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, order or Transaction Document or telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to this Agreement and the Transaction Documents and its duties hereunder, upon advice of counsel selected by it. Agent may employ agents and attorneys-in-fact and shall not be liable for the default or misconduct of any such agents or attorneys-in-fact selected by Agent with reasonable care.

14.06 Notice of Default . Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder or under the Transaction Documents, unless Agent has received notice from a Purchaser or a Note Party referring to this Agreement or the Transaction Documents, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that Agent receives such a notice, Agent shall give notice thereof to each Purchaser. Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by Required Purchasers; provided , that, unless and until Agent shall have received such directions, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Purchasers.

14.07 Indemnification . To the extent Agent is not reimbursed and indemnified by the Note Parties and their Subsidiaries, each Purchaser will reimburse and indemnify Agent in proportion to its respective portion of the Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Transaction Document; provided that, no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment). The obligations of the Purchasers under this Section 14.07 shall survive termination of this Agreement and the Transaction Documents and payment in full of the Notes.

14.08 Agent in its Individual Capacity . With respect to the obligation of Agent to purchase Notes under this Agreement, the Notes purchased by it shall have the same rights and powers hereunder as any other Purchaser and as if it were not performing the duties as Agent specified herein; and the term “Purchaser” or any similar term shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Purchaser. Agent may engage in business with any Note Party as if it were not performing the duties specified herein.

14.09 Delivery of Documents or Other Information . To the extent Agent receives financial statements or other information required under this Agreement from the Note Parties pursuant to the terms of this Agreement which the Note Parties are not obligated to deliver to the Purchasers, Agent will promptly furnish such documents and information to the Purchasers.

14.10 Note Parties’ Undertaking to Agent . Without prejudice to its respective obligations to each Purchaser under the other provisions of this Agreement, each Note Party undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Purchasers or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy such Note Party’s obligations to make payments for the account of Purchasers or the relevant one or more of them pursuant to this Agreement.

14.11 No Reliance on Agent’s Customer Identification Program . Each Purchaser acknowledges and agrees that neither such Purchaser, nor any of its Affiliates, participants or assignees, may rely on the Agent to carry out such Purchaser’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA PATRIOT Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “ CIP Regulations ”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with any Note Party, its Affiliates or its agents, this Agreement, the Transaction Documents or the transactions hereunder or contemplated hereby: (1) any identity verification procedures, (2) any record-keeping, (3) comparisons with government lists, (4) customer notices or (5) other procedures required under the CIP Regulations or such other laws.

14.12 Other Agreements . Each Purchaser hereby specifically authorizes and directs Agent to enter into each of the Transaction Documents on behalf of such Purchaser. Each Purchaser agrees that it shall not, without the express consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the request of Agent, set off against the obligations of the Note Parties and their Subsidiaries to Agent and Purchasers under the Agreement and Transaction Documents, any amounts owing by such Purchaser to the Note Parties or any of their Subsidiaries. Anything in this Agreement to the contrary notwithstanding, each Purchaser further agrees that it shall not take any action to protect or enforce its rights arising out of this Agreement or the Transaction Documents, it being the intent of each Purchaser that any such action to protect or enforce rights under this Agreement and the Transaction Documents shall be taken by Agent at the direction of Required Purchasers.

ARTICLE 15.

TAXES, YIELD PROTECTION AND ILLEGALITY

15.01 Taxes .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or notes purchased by, any Purchaser;

(ii) subject Agent or any Purchaser to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its note, note principal, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Purchaser any other condition, cost or expense (other than Taxes) affecting this Agreement or Notes purchased by such Purchaser;

and the result of any of the foregoing shall be to increase the cost to such Purchaser or the Agent of purchasing or holding any Note, or to reduce the amount of any sum received or receivable by such Purchaser or the Agent hereunder (whether of principal, interest or any other amount) then, upon request of such Purchaser or the Agent, the Issuers will pay to such Purchaser or the Agent, as the case may be, such additional amount or amounts as will compensate such Purchaser or the Agent, as the case may be, for such additional costs incurred or reduction suffered.

(b) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Note Party under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of a Note Party or the Agent) requires the deduction or withholding of any Tax from any such payment by a Note Party or the Agent, then the applicable Note Party or the Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the Note Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Agent or such Purchaser, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c) Payment of Other Taxes by the Note Parties . The Note Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes.

(d) Indemnification by the Note Parties . The Note Parties shall jointly and severally indemnify the Agent and any Purchaser, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Agent or such Purchaser or required to be withheld or deducted from a payment to the Agent or such Purchaser and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Note Parties by a Purchaser (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Purchaser, shall be conclusive absent manifest error.

(e) Indemnification by the Purchasers . Each Purchaser shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Purchaser (but only to the extent that any Note Party has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Note Parties to do so) and (ii) any Excluded Taxes attributable to such Purchaser, in each case, that are payable or paid by the Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Purchaser by the Agent shall be conclusive absent manifest error. Each Purchaser hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Purchaser under any Transaction Document or otherwise payable by the Agent to the Purchaser from any other source against any amount due to the Agent under this paragraph (e).

(f) Evidence of Payments . As soon as practicable after any payment of Taxes by any Note Party to a Governmental Authority pursuant to this Section 15.01, such Note Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(g) Status of Purchasers .

(i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Issuers and the Agent, at the time or times reasonably requested by the Issuers or the Agent, such properly completed and executed documentation reasonably requested by the Issuers or the Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Issuers or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Issuers or the Agent as will enable the Issuers or the Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 15.01(a)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser.

(ii) Without limiting the generality of the foregoing, in the event that each Issuer is a U.S. Issuer,

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(A) any Purchaser that is a U.S. Person shall deliver to the Issuers and the Agent on or prior to the date on which such Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuers or the Agent), executed copies of IRS Form W-9 certifying that such Purchaser is exempt from U.S. federal backup withholding tax;

(B) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuers or the Agent), whichever of the following is applicable:

(1) in the case of a Foreign Purchaser claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Purchaser claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit L-1 to the effect that such Foreign Purchaser is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of an Issuer within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E (as applicable); or

(4) to the extent a Foreign Purchaser is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E (as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Purchaser is a partnership and one or more direct or indirect partners of such Foreign Purchaser are claiming the portfolio interest exemption, such Foreign Purchaser may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-4 on behalf of each such direct and indirect partner;

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(C) any Foreign Purchaser shall, to the extent it is legally entitled to do so, deliver to the Issuers and the Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Purchaser becomes a Purchaser under this Agreement (and from time to time thereafter upon the reasonable request of the Issuers or the Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Issuers or the Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Purchaser under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Purchaser shall deliver to the Issuers and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Issuers or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Issuers or the Agent as may be necessary for the Issuers and the Agent to comply with their obligations under FATCA and to determine that such Purchaser has complied with such Purchaser’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Purchaser agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Issuers and the Agent in writing of its legal inability to do so.

(h) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 15.01(including by the payment of additional amounts pursuant to this Section 15.01), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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(i) Survival . Each party’s obligations under this Section 15.01 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Purchaser and the repayment, satisfaction or discharge of all Obligations under any Transaction Document.

15.02 Certificates of Purchasers

. Any Purchaser claiming reimbursement or compensation pursuant to this Article 15 shall deliver to Issuers a certificate setting forth in reasonable detail the amount payable to such Purchaser hereunder and such certificate shall be conclusive and binding on the Note Parties in the absence of manifest error.

[ signature pages follow ]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized as of the date first above written.

ISSUER :	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

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GUARANTORS :	MERIDIAN WASTE SOLUTIONS, INC. , a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

	BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP. , a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		President

AGENTS:	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP

	By:	/s/ Praesidian Capital Opportunity GP III, LLC, its General Partner

		By:
		Name:
		Title:

PURCHASERS :	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP

	By:	/s/ Praesidian Capital Opportunity GP III, LLC, its General Partner

		By:
		Name:
		Title:

	PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP , a Delaware limited partnership

	By:	/s/ Praesidian Capital Opportunity GP III-A, LLC Its: General Partner

		By:
		Name:Jon Mansfield
		Title: Manager

105

SCHEDULE 2.01

PURCHASER SCHEDULE – NOTES

NAME OF PURCHASER	NOTE A		NOTE B
NAME OF PURCHASER	PRINCIPAL AMOUNT	PURCHASE PRICE	PRINCIPAL AMOUNT	PURCHASE PRICE
Praesidian Capital Opportunity Fund III, LP	$2,644,812.57	$2,644,812.57	$5,170,716.68	$5,170,716.68
Praesidian Capital Opportunity Fund III-A, LP	$1,025,187.43	$1,025,187.43	$2,004,283.32	$2,004,283.32
Total	$3,670,000.00	$3,670,000.00	$7,175,000.00	$7,175,000.00

NAME OF PURCHASER	DELAYED DRAW NOTE C
NAME OF PURCHASER	COMMITMENT AMOUNT	PURCHASE PRICE
Praesidian Capital Opportunity Fund III, LP	$2,035,857.09	$2,035,857.09
Praesidian Capital Opportunity Fund III-A, LP	$789,142.91	$789,142.91
Total	$2,825,000.00	$2,825,000.00

106

EXHIBIT C

COMPLIANCE CERTIFICATE

___________________

Date: _________, 20__

This certificate is given by MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“ Holdings ”), HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each a “ Issuer ”) and [ insert name of other Note Parties if any ] (the “ Note Parties ”), pursuant to Section 8.01(d) of that certain Note and Warrant Purchase Agreement and Security Agreement dated as of August 6, 2015 by and among the Note Parties, the purchasers from time to time party thereto (each a “ Purchaser ”, and collectively, the “ Purchasers ”) and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“ Fund III ”) as agent for the Purchasers (in such capacity, together with its permitted successors and assigns, the “ Agent ”), as such agreement may have been amended, restated, supplemented or otherwise modified from time to time (the “ Agreement ”). Capitalized terms used herein without definition shall have the meanings set forth in the Agreement.

The undersigned is executing this certificate is the [Chief Executive Officer][Chief Financial Officer] of each Note Party and as such is duly authorized to execute and deliver this certificate on behalf of such Note Party. By executing this certificate the undersigned hereby certifies that:

(a) the financial statements delivered with this certificate in accordance with Section 8.01[a][b][c] of the Agreement fairly present in all material respects the results of operations and financial condition of the Note Parties on a Consolidated Basis as of the dates of such financial statements;

(b) he has reviewed the terms of the Agreement and the Notes and has made, or caused to be made under his supervision, a review in reasonable detail of the transactions and conditions of the Note Parties and their respective Subsidiaries during the accounting period covered by such financial statements;

(c) such review has not disclosed the existence during or at the end of such accounting period, and he has no knowledge of the existence as of the date hereof, of any condition or event that constitutes an Event of Default, except as set forth in Exhibit A hereto which includes a description of the nature and period of existence of such Event of Default and what action the Note Parties have taken, are undertaking and propose to take with respect thereto;

107

(d) the Note Parties and their Subsidiaries are in compliance with the covenants contained in Articles 8 and 9 of the Agreement, as demonstrated on the attached worksheets, except as set forth or described in Exhibit A ; and

(e) (i) Fixed Charge Coverage Ratio is _____:1.00.

(ii) Adjusted EBITDA for the period ending [____] is _____:1.00.

(iii) Total Funded Debt to EBITDA Ratio is _____:1.00.

[ signature pages follow ]

IN WITNESS WHEREOF , each Note Party has caused this Certificate to be executed by its [Chief Executive Officer][Chief Financial Officer] this [__] day of [___________], 20[___].

[__________________________________]

By:_________________________________

[Chief Executive Officer][Chief Financial Officer]

[__________________________________]

By:_________________________________

[Chief Executive Officer][Chief Financial Officer]

108

EXHIBIT L-1

FORM OFU.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Purchasers That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note and Warrant Purchase Agreement and Security Agreement dated as of August 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), among MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“ Holdings ”), HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each a “ Issuer ”), the purchasers from time to time party thereto (each a “ Purchaser ”, and collectively, the “ Purchasers ”) and Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as agent for the Purchasers (in such capacity, together with its permitted successors and assigns, the “ Agent ”).

Pursuant to the provisions of Section 15.01 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Notes in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of an Issuer within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to an Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Issuers with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Issuers and the Agent, and (2) the undersigned shall have at all times furnished the Issuers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings given to them in the Note Purchase Agreement.

[NAME OF PURCHASER]
By:
	Name:
	Title:

109

Date: ________ __, 20[ ]

110

EXHIBIT L-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 15.01 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of an Issuer within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to an Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Purchaser with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Purchaser in writing, and (2) the undersigned shall have at all times furnished such Purchaser with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings given to them in the Note Purchase Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

111

Date: ________ __, 20[ ]

112

EXHIBIT L-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 15.01 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of an Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to an Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Purchaser with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Purchaser and (2) the undersigned shall have at all times furnished such Purchaser with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

113

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings given to them in the Note Purchase Agreement.

[NAME OF PARTICIPANT]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

114

EXHIBIT L-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Purchasers That Are Partnerships For U.S. Federal Income Tax Purposes)

Pursuant to the provisions of Section 15.01 of the Note Purchase Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Note(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Note(s), (iii) with respect to the extension of credit pursuant to this Note Purchase Agreement or any other Transaction Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of an Issuer within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to an Issuer as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Agent and the Issuers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Issuers and the Agent, and (2) the undersigned shall have at all times furnished the Issuers and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

115

Unless otherwise defined herein, terms defined in the Note Purchase Agreement and used herein shall have the meanings given to them in the Note Purchase Agreement.

[NAME OF PURCHASER]
By:
	Name:
	Title:

Date: ________ __, 20[ ]

Exhibit 4.2

Note A

$2,644,812.57

August 6, 2015

FOR VALUE RECEIVED, HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each an “ Issuer ”), hereby promises to pay to PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP (the “ Purchaser ”), or its registered assigns, the principal sum of TWO MILLION SIX HUNDRED FORTY FOUR THOUSAND EIGHT HUNDRED TWELVE AND 57/100 DOLLARS ($2,644,812.57). The principal amount under this Note A (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”) shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement (as defined below). Interest on the principal amount under this Note shall be calculated at the rate or rates and in accordance with the Note Purchase Agreement and shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement. The rate of interest provided for in the Note Purchase Agreement shall continue to apply to the debt evidenced by this Note until repaid in full notwithstanding the entry of judgment on this Note.

This Note is executed and delivered pursuant to that certain Note and Warrant Purchase Agreement and Security Agreement dated as of August 6, 2015 among the Issuers, Meridian Waste Solutions, Inc., a New York corporation (“ Holdings ”), the Guarantors named therein, the other lenders party thereto (together with the Purchaser, collectively, the “ Lenders ”) and Praesidian Capital Opportunity Fund III, LP, a Delaware limited partnership, as agent for the Purchasers (in such capacity, together with its permitted successors and assigns, the “ Agent ”) (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “ Note Purchase Agreement ”). To the extent of any inconsistency with the Note Purchase Agreement, the Note Purchase Agreement shall supersede this Note.

Payments of principal, interest and other sums to be made pursuant to this Note shall be made without set-off or counterclaim in lawful money of the United States of America in same day or immediately available funds to the account designated by the Purchaser pursuant to the Note Purchase Agreement or as otherwise provided in the Note Purchase Agreement.

This Note is one of several “Notes” referred to in, and is entitled to the benefits of, the Note Purchase Agreement, to which reference is made for a description of the security for this Note. Unless otherwise defined in this Note, terms used herein are used with the same meaning as provided in the Note Purchase Agreement.

In case an Event of Default shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner and with the effect provided in the Note Purchase Agreement.

Each Issuer hereby waives to the fullest extent provided by law presentment for payment, demand, notice of nonpayment, notice of dishonor, notice of intent to accelerate, notice of acceleration and protest of this Note. This Note shall be governed by, construed in accordance with, and enforced under, the laws of the state of New York applicable to agreements or instruments entered into and performed entirely within such state. Reference is made to the Note Purchase Agreement for provisions regarding jurisdiction and venue.

The remainder of this page is intentionally left blank. Signatures follow.

IN WITNESS WHEREOF, each Issuer, intending to be legally bound, has duly executed this Note the day and year first above written.

	ISSUERS:
	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company
	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager


	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC , a Georgia limited liability company
	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager


	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company
	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager

Exhibit 4.3

Note A

$1,025,187.43

August 6, 2015

FOR VALUE RECEIVED, HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each an “ Issuer ”), hereby promises to pay to PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP (the “ Purchaser ”), or its registered assigns, the principal sum of ONE MILLION TWENTY FIVE THOUSAND ONE HUNDRED EIGHTY SEVEN AND 43/100 DOLLARS ($1,025,187.43). The principal amount under this Note A (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”) shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement (as defined below). Interest on the principal amount under this Note shall be calculated at the rate or rates and in accordance with the Note Purchase Agreement and shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement. The rate of interest provided for in the Note Purchase Agreement shall continue to apply to the debt evidenced by this Note until repaid in full notwithstanding the entry of judgment on this Note.

The remainder of this page is intentionally left blank. Signatures follow.

IN WITNESS WHEREOF, each Issuer, intending to be legally bound, has duly executed this Note the day and year first above written.

	ISSUERS:
	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company
	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager


	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC , a Georgia limited liability company
	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager


	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company
	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

Exhibit 4.4

N ote B

$5,170,716.68 August 6, 2015

FOR VALUE RECEIVED, HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each an “ Issuer ”), hereby promises to pay to PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP (the “ Purchaser ”), or its registered assigns, the principal sum of FIVE MILLION ONE HUNDRED SEVENTY THOUSAND SEVEN HUNDRED SIXTEEN AND 68/100 DOLLARS ($5,170,716.68). The principal amount under this Note B (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”) shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement (as defined below). Interest on the principal amount under this Note shall be calculated at the rate or rates and in accordance with the Note Purchase Agreement and shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement. The rate of interest provided for in the Note Purchase Agreement shall continue to apply to the debt evidenced by this Note until repaid in full notwithstanding the entry of judgment on this Note.

The remainder of this page is intentionally left blank. Signatures follow.

IN WITNESS WHEREOF, each Issuer, intending to be legally bound, has duly executed this Note the day and year first above written.

	ISSUERS:
	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company

	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager


	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager


	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Manager

Exhibit 4.5

N ote B

$2,004,283.32

August 6, 2015

FOR VALUE RECEIVED, HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined hereto as an issuer from time to time, collectively, the “ Issuers ”, and each an “ Issuer ”), hereby promises to pay to PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP (the “ Purchaser ”), or its registered assigns, the principal sum of TWO MILLION FOUR THOUSAND TWO HUNDRED EIGHTY THREE AND 32/100 DOLLARS ($2,004,283.32). The principal amount under this Note B (as amended, restated, supplemented or otherwise modified from time to time, this “ Note ”) shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement (as defined below). Interest on the principal amount under this Note shall be calculated at the rate or rates and in accordance with the Note Purchase Agreement and shall be payable in the amounts, at the times and in the manner set forth in the Note Purchase Agreement. The rate of interest provided for in the Note Purchase Agreement shall continue to apply to the debt evidenced by this Note until repaid in full notwithstanding the entry of judgment on this Note.

The remainder of this page is intentionally left blank. Signatures follow.

IN WITNESS WHEREOF, each Issuer, intending to be legally bound, has duly executed this Note the day and year first above written.

	ISSUERS:
	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC , a Missouri limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager


	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager


	MERIDIAN LAND COMPANY, LLC , a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

Exhibit 4.4

THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

MERIDIAN WASTE SOLUTIONS, INC.

WARRANT

dated as of August 6, 2015

THIS CERTIFIES THAT, for value received, Praesidian Capital Opportunity Fund III, LP or its successors or assigns (such Person and such successors and assigns each being the “ Warrant Holder ” with respect to the Warrant held by it), at any time and from time to time on any Business Day on or prior to 5:00 p.m. (New York City time), on the Expiration Date (as herein defined), is entitled (a) to subscribe for the purchase from Meridian Waste Solutions, Inc. a New York corporation (the “ Company ”) (f.k.a., Brooklyn Cheesecake & Desserts Company, Inc.), the Warrant Shares (as defined below) at a price equal to the Exercise Price (as herein defined), and (b) to the other rights set forth herein; provided that the amount of Warrant Shares issuable upon any exercise of this Warrant and the Exercise Price shall be adjusted and readjusted from time to time in accordance with Section 5 . By accepting delivery hereof, the Warrant Holder agrees to be bound by the provisions hereof.

IN FURTHERANCE THEREOF, the Company irrevocably undertakes and agrees for the benefit of Warrant Holder as follows:

Section 1. Definitions and Construction .

(a) Certain Definitions . As used herein (the following definitions being applicable in both singular and plural forms):

“ Additional Shares ” shall mean all Shares issued (or deemed to be issued pursuant to Section 5(g)(iii) ) by the Company other than: (a) Shares issued in an Excluded Issuance, and (b) securities issued or issuable pursuant to Sections 5(b) , 5(c) , 5(d), 5(e) or 5(f) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“ Aggregate Call Amount ” has the meaning set forth in Section 9(j).

“ Aggregate Put Amount ” has the meaning set forth in Section 9(b) .

“ Alternative Put Option ” has the meaning set forth in Section 9(e) .

“ Appraised Value ” means, at any time, the fair market value thereof determined in good faith by the Board of Directors of the Company (the “ Board ”) as of a date which is within ten (10) days of the date as of which the determination is to be made, subject to the rights of the Requisite Holder as set forth below. For all purposes hereof, the calculation of Appraised Value shall assume the Company is sold in an arm’s length transaction between a willing seller and a willing buyer as a going concern, and the proceeds of such sale are distributed to the holders of Shares (assuming exercise of the Warrants), without deduction for (a) minority Share status, or (b) control premium. If the Warrant Holder shall, for any reason whatsoever, disagree with the Board’s determination of the Appraised Value of the Company or a Share then such Warrant Holder may, provide the Company with written notice of their election to dispute such determination. The Company shall within ten (10) days after receipt of such notice, engage an Appraiser agreed by the Company and the Warrant Holder and retained pursuant to an engagement letter between the Company and the Appraiser with respect to such valuation in form and substance reasonably acceptable to Warrant Holder, to make an independent determination of the Appraised Value. Such determination shall be made strictly in accordance with the terms of this Warrant, including this definition “Appraised Value.” The costs of engagement the Appraiser shall be paid one-half by the Company and one-half by the Warrant Holder.

“ Appraiser ” means a nationally recognized appraisal firm.

“ Asset Transfer ” shall mean a sale, license, lease or other disposition (whether, in each case, in a single transaction or in a series of related transactions) of all or substantially all of the assets of the Company or any of its Subsidiaries.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Bylaws ” mean those certain Amended and Restated By-Laws of William Greenburg Jr. Desserts and Cafes, Inc.

“ Call Closing Date ” has the meaning set forth in Section 9(j) .

“ Call Notice ” has the meaning set forth in Section 9(j) .

“ Call Option ” has the meaning set forth in Section 9(j) .

“ Call Securities ” has the meaning set forth in Section 9(j) .

“ Certificate of Incorporation ” means that certain Restated Certificate of Incorporation of Brooklyn Cheesecake & Desserts Company, Inc., filed with the New York Department of State on November 12, 1993, as amended and including all Certificates of Designation related to Preferred Stock.

“ Closing Date ” means the date of this Warrant.

“ Closing Price ” means, for any trading day, (a) the last reported sale price on such day on the principal national securities exchange on which the Shares are listed or admitted to trading or, if no such reported sale takes place on any such day, the average of the closing bid and asked prices thereon, as reported in The Wall Street Journal , or (b) if such Shares are not listed or admitted to trading on a national securities exchange, then the average of the closing bid and asked prices, as reported by The Wall Street Journal for the over-the-counter market; provided that if clause (a) or (b) applies and no price is reported in The Wall Street Journal for any trading day, then the price reported in The Wall Street Journal for the most recent prior trading day shall be deemed to be the price reported for such trading day.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” means the Securities and Exchange Commission or any other Federal agency administering the Securities Act at the time.

“ Common Stock ” means common stock of the Company, par value $0.025 per share.

“ Company ” has the meaning set forth in the introductory paragraph to this Warrant.

“ Convertible Securities ” means any evidences of indebtedness, Shares or other securities or investments convertible into or exchangeable for Shares.

“ DWAC ” has the meaning as set forth in Section 2(b) .

“ Effective Price ” has the meaning set forth in Section 5(g)(ii) .

“ Exchange Act ” means the Securities Exchange Act of 1934, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Exchange Act shall include a reference to the comparable section, if any, of any such successor Federal statute.

“ Excluded Issuances ” mean (i) the Company’s issuance of Common Stock to un-Affiliated third parties in full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity, provided such issuances have been approved by the Board, (ii) the Company’s issuance of securities to un-Affiliated third parties in connection with strategic license agreements and other partnering arrangements, provided such issuances have been approved by the Board, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, officers, directors, consultants, attorneys and/or other professionals or advisors as approved by the Board, including pursuant to employee stock option plans, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Warrant, and (v) issuance of Common Stock as a result of the exercise of this Warrant. Notwithstanding the foregoing, any shares of Common Stock issued pursuant to conversion of Series B Preferred Stock shall not be deemed Excluded Issuances.

“ Exercise Amount ” means for the amount of Warrant Shares as to which this Warrant is being exercised the product of (a) the amount of such Warrant Shares (expressed as a percentage of the total Warrant Shares exercisable under this Warrant) times (b) the Exercise Price.

“ Exercise Price ” means $ 0.025 per Warrant Share as any be adjusted pursuant to this Warrant.

“ Expiration Date ” means August 6, 2023.

“ Fair Market Value ” means the fair market value of a Share, without giving effect to any discounts for a lack of control, illiquidity, lack of marketability or minority status, as determined jointly by the Company and the Warrant Holder in good faith. In the event the Company and the Warrant Holder are unable to agree on a Fair Market Value, then the Appraiser shall make a determination.

“ Indemnified Party ” has the meaning set forth in Section 6(g) .

“ Indemnifying Party ” has the meaning set forth in Section 6(g) .

“ Initial Holder(s) ” means Praesidian Capital Opportunity Fund III, LP.

“ Initiating Holders ” has the meaning set forth in Section 6(a) .

“ Market Price ” on any day means (a) the unweighted average of the daily Closing Prices per Share for the twenty (20) consecutive trading days prior to such date or (b) if clauses (a) and (b) of the definition of “Closing Price” are inapplicable, then the Appraised Value as of such day shall apply.

“ Net Exercise ” has the meaning as set forth in Section 5(h) .

“ Note Agreement ” shall mean that certain Note and Warrant Purchase and Security Agreement, dated as of the same date as the Warrant, by and among the Company, Praesidian Capital Opportunity Fund III, LP, Praesidian Capital Opportunity Fund III-A, LP, and certain other parties thereto.

“ Notice of Exercise ” has the meaning set forth in Section 2(a) .

“ Options ” mean rights, options or warrants to subscribe for, purchase or otherwise acquire Shares or Convertible Securities.

“ Participating Holders ” has the meaning set forth in Section 6(c)(i) .

“ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Preferred Series B Stock ” means Preferred Series B Stock of the Company, par value of $0.001 per share.

“ Put Amount ” has the meaning set forth in Section 9(b) .

“ Put Closing Date ” has the meaning set forth in Section 9(a)(ii) .

“ Put Deferral Amount ” has the meaning set forth in Section 9(c) .

“ Put Deferral Event ” has the meaning set forth in Section 9(c) .

“ Put Event ” means the occurrence of any of (a) a Change of Control (as defined in the Note Agreement), (b) an Event of Default (as defined in the Note Agreement) and (c) repayment in full of the borrowings under, or retirement and termination of, the Note Agreement.

“ Put Notice ” has the meaning set forth in Section 9(a) .

“ Put Option ” means the right of the holders of Warrants and Warrant Shares to have such Warrants and Warrant Shares purchased by the Company pursuant to Section 9(a) .

“ Put Period ” means a period commencing on the earlier of (a) a Put Event and (b) the thirtieth (30 th ) day prior to the Maturity Date (as defined in the Note Agreement) and ending at the earlier of (i) the Expiration Date and (ii) (A) such time as the Warrant Shares may be freely traded on a national stock exchange without restrictions or limitation and (B) the average daily trading volume on such exchange for a thirty (30) day period is greater than the number of Warrant Shares.

“ Put Purchase Price ” means, for any Test Date, the greater of (a) Market Price of the Warrant Shares and (b) (i) the quotient obtained by dividing (A) 6.5 multiplied by EBITDA (as defined in the Senior Credit Agreement) for the twelve complete months preceding the measurement thereof by (B) the number of shares of Common Stock issued and outstanding (assuming exercise of the Warrant) multiplied by (ii) the number of Warrant Shares.

“ Put Securities ” has the meaning set forth in Section 9(a) .

“ Registrable Securities ” means any Warrant Shares issued or issuable upon exercise of this Warrant until (a) a registration statement under the Securities Act covering such Warrant Shares shall have been declared effective and such Warrant Shares shall have been disposed of pursuant to such effective registration statement, (b) such Warrant Shares shall have been sold under circumstances in which all of the conditions of Rule 144 (or any similar provisions then in force) under the Securities Act were met or all such Warrant Shares may be sold pursuant to Rule 144(k) in any three month period without restriction, or (c) such Warrant Shares shall have been otherwise transferred, the Company shall have delivered one or more certificates or other evidence of ownership of such Warrant Shares not bearing the legend required pursuant to Section 2 and such Warrant Shares may be resold without subsequent registration under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, or any successor Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such successor Federal statute.

“ Selling Holders ” has the meaning set forth in Section 9(a) .

“ Shares ” means the Company’s common stock, Preferred Class A shares, Preferred Class B shares and any other class or series of equity interests into which such currently authorized ownership interests may hereafter have been converted or exchanged.

“ Shareholders ” means those Persons holding an ownership interest in the Company.

“ Test Date ” means with respect to each Put Notice, the last day of the month immediately prior to such Put Notice.

“ Warrant ” means, as the context requires, (a) this warrant or (b) any of the other Share purchase warrants originally issued pursuant to or in connection with the Note Agreement and, in either case, any successor warrant or warrants issued upon a whole or partial transfer or assignment of any such Share purchase warrant or of any such successor warrant.

“ Warrant Holder ” has the meaning set forth in the introductory paragraph to this Warrant.

“ Warrant Shares ” means 931,826 shares of Common Stock, as may be adjusted pursuant to this Warrant.

(b) Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with United States generally accepted accounting principles. When used herein, the term “financial statements” shall include the notes and schedules thereto. References to fiscal periods are to fiscal periods of the Company.

(c) Computation of Time Periods . With respect to the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.” Periods of days shall be counted in calendar days unless otherwise stated.

(d) Construction . Unless the context requires otherwise, references to the plural include the singular and to the singular include the plural, references to any gender include any other gender, the part includes the whole, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. Section, subsection, clause, exhibit and schedule references are to this Warrant, unless otherwise specified. Any reference to this Warrant includes any and all permitted alterations, amendments, changes, extensions, modifications, renewals, or supplements thereto or thereof, as applicable. Definitions from the Note Agreement which are referenced herein are incorporated herein in full (together with any necessary constituent definitions) and remain operative notwithstanding any termination of the Note Agreement.

(e) Exhibits and Schedules . All of the exhibits and schedules attached hereto shall be deemed incorporated herein by reference.

(f) No Presumption Against Any Party . Neither this Warrant nor any uncertainty or ambiguity herein or therein shall be construed or resolved using any presumption against any party hereto or thereto, whether under any rule of construction or otherwise. On the contrary, this Warrant has been reviewed by each of the parties and their counsel and, in the case of any ambiguity or uncertainty, shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties hereto.

Section 2. Exercise of Warrant .

(a) Exercise and Payment . The Warrant Holder may exercise this Warrant in full or in part, at any time or from time to time on any day on or prior to the Expiration Date, by delivering to the Company a duly executed notice (a “ Notice of Exercise ”) in the form of Exhibit A and by payment to the Company of the Exercise Amount, at the election of the Warrant Holder, either (i) by wire transfer of immediately available funds to the account of the Company in an amount equal to the Exercise Amount, (ii) by receiving from the Company an amount of Warrant Shares equal to (A) the amount of Warrant Shares as to which this Warrant is being exercised minus (B) the amount of Warrant Shares having a value, based on the Market Price on the trading day immediately prior to the date of such exercise, equal to the Exercise Amount, or (iii) any combination of the foregoing. For all purposes of this Warrant (other than this Section 2(a) ), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant into shares of Common Stock in accordance with the terms of clause (ii) . Notwithstanding anything herein to the contrary, the aggregate Exercise Price for the exercise of this Warrant shall in no event exceed $100.00.

(b) Effectiveness and Delivery . As soon as practicable, but not later than three (3) Business Days after the Company shall have received such Notice of Exercise and payment, the Company shall execute and deliver or cause to be executed and delivered, in accordance with such Notice of Exercise, a certificate or certificates representing the amount of Warrant Shares specified in such Notice of Exercise, issued in the name of the Warrant Holder or in such other name or names of any Person or Persons designated in such Notice of Exercise, or if the Warrant Shares shall be uncertificated, evidence of the Warrant Holder’s (or such other Person’s) ownership of the amount of Warrant Shares specified in such Exercise Notice. This Warrant shall be deemed to have been exercised and such Warrant Share certificate or certificates shall be deemed to have been issued, and the Warrant Holder or other Person or Persons designated in such Notice of Exercise shall be deemed for all purposes to have become a holder of record of Shares, all as of the date that such Notice of Exercise shall have been received by the Company.

Certificates for Shares purchased hereunder shall be transmitted by the Company’s transfer agent to the Warrant Holder by crediting the account of the Warrant Holder’s broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“ DWAC ”) system if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the resale of the Warrant Shares by the Warrant Holder or (B) the shares are eligible for resale without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Warrant Holder in the Notice of Exercise within five trading days from the delivery to the Company of the Notice of Exercise Form, surrender of this Warrant (if required), and payment of the aggregate Exercise Price as set forth above. This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to this Agreement prior to the issuance of such shares, have been paid.

(c) No Surrender of Warrant . The Warrant Holder shall not be required to surrender this Warrant to the Company when it delivers the Notice of Exercise except in case of an exercise in full; however, this Warrant shall represent the right to purchase Shares in respect of the unexercised portion of the Warrant. Any Warrant so surrendered upon exercise or partial exercise shall be cancelled. The other rights and obligations applicable to the Warrant, the Warrant Shares and the Warrant Holders shall continue in effect following any exercise, in full or in part, in accordance with the terms set forth herein.

(d) Legend . Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are registered under the Securities Act, shall bear the following legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

Any certificate for Warrant Shares issued at any time in exchange or substitution for any certificate bearing such legend (unless at that time such Warrant Shares are registered under the Securities Act) shall also bear such legend unless, in the written opinion of counsel selected by the holder of such certificate (who may be an employee of such holder), which counsel and opinion shall be reasonably acceptable to the Company, the Warrant Shares represented thereby need no longer be subject to restrictions on resale under the Securities Act.

(e) Expenses and Transfer Taxes . The Company shall pay all expenses, transfer taxes and owner charges payable in connection with the preparation, issuance and delivery of Warrant Shares and certificates for the Warrant Shares and any new Warrants, except that if the certificates for the Warrant Shares or the new Warrants are to be registered in a name or names other than the name of the Warrant Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Warrant Holder at the time of its delivery of the Notice of Exercise or promptly upon receipt of a written request by the Company for payment.

(f) Automatic Cashless Exercise . To the extent that there has not been an exercise by the Warrant Holder pursuant to Section 2(a) hereof, any portion of the Warrant that remains unexercised shall be exercised automatically in full (not in part) upon the Expiration Date. Payment by the Warrant Holder upon such automatic exercise shall be in the form of the Warrant Holder receiving from the Company an amount of Warrant Shares equal to (i) the amount of Warrant Shares as to which this Warrant is being automatically exercised minus (ii) the amount of Warrant Shares having a value, based on the Market Price on the trading day immediately prior to the date of such automatic exercise, equal to the Exercise Amount with respect to such automatic exercise.

(g) Company Action . The Company will take any action which may be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant.

Section 3. Investment Representation .

By accepting the Warrant, the Warrant Holder represents that it is acquiring the Warrant for its own account for investment purposes and not with the view to any sale or distribution, that the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares except under circumstances as will not result in a violation of applicable securities laws, and that the Warrant Holder is an “accredited investor” as that term is defined in Rule 501 under Regulation D of the Securities Act.

Section 4. Representations and Warranties . The Company represents and warrants to the Warrant Holder that:

(a) The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of New York and is qualified to do business and in good standing in every jurisdiction in which the failure to do so would, or would reasonably be expected to, have a material adverse effect on the assets, operations, business or financial condition of the Company and its Subsidiaries taken as a whole. The Company possesses all requisite power and authority necessary to own and operate its properties, to carry on its businesses as presently conducted and as proposed to be conducted and to carry out the transactions contemplated by this Warrant. All of the capital stock or other equity interests of each direct and indirect subsidiary of the company are owned, directly or indirectly, by the Company.

(b) The execution, delivery and performance by the Company of this Warrant, and the issuance of the Warrant Shares, has been duly authorized.

(c) This Warrant is validly issued, and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and by general equitable principles.

(d) The execution, delivery and performance by the Company of this Warrant does not and will not (A) conflict with or result in a breach of the terms, conditions or provisions of, (B) constitute a default under, (C) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s assets pursuant to, (D) give any third party the right to modify, terminate or accelerate any obligation under, (E) result in a violation of, or (F) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any Person (other than any governmental authorities) pursuant to, the certificate of formation or operating agreement of the Company or any law, statute, rule or regulation to which the Company is subject or any agreement, instrument, order, judgment or decree to which the Company is subject.

(e) Upon exercise of this Warrant, all Warrant Shares will be duly authorized and validly issued, and free and clear of all security interests, claims, liens, equities and other encumbrances of any kind whatsoever, and will not be subject to any preemptive rights.

(f) On the Closing Date, (i) the authorized capital stock of the Company consists of 80,000,000 shares of Common Stock, 51 shares of Preferred Series A, 71,210 shares of Preferred Series B and 4,927,739 shares of Blank Check Preferred Stock, and (ii) the capital stock of the Company is issued as set forth on Schedule A attached hereto. As of the Closing Date, other than as set forth on Schedule A and this Warrant, there are no commitments or obligations of the Company or any of its direct or indirect subsidiaries to issue, sell or distribute any equity interests. The Preferred Series A stock of the Company is not entitled to dividends or any economics of the Company and is not convertible into any other class or shares of capital stock. The Warrant Shares represent 4.68% (the “ Warrant Percentage ”) of the issued and outstanding Common Stock as of the date hereof on a fully diluted basis (assuming exercise and conversion of all options, restricted stock and other instruments exercisable and/or convertible into Common Stock other than the Preferred Series A stock and Preferred Series B stock).

(g) The Company has provided a true and correct copy of its Certificate of Incorporation,

Bylaws, and all Board resolutions relating to the Company’s preferred stock.

(h) The Company shall not (and shall cause its Subsidiaries not to) enter into any contracts, agreement or transactions with Jeffrey Cosman, any immediate family member or Affiliate of Jeffrey Cosman, or any entity in which Jeffrey Cosman or his immediate family hold more than a ten percent (10%) interest, other than commercial transactions involving payment of cash for goods or services entered into on arms length commercial terms and on terms no worse for the Company as generally available, and otherwise as permitted in writing by the Warrant Holder.

(i) Notwithstanding anything else in this Agreement or otherwise, so long as this Warrant remains outstanding, the Company shall not permit any of its Subsidiaries to issue, sell, distribute or otherwise grant in any manner (including by assumption) any rights to subscribe for or to purchase, or any warrants or options for the purchase of any equity securities of the Subsidiary or any securities convertible into or exchangeable for such equity securities (or any rights to subscribe for or to purchase, or any warrants or options for the purchase of any such convertible or exchangeable securities), whether or not immediately exercisable or exercisable prior to the Expiration Date or thereafter.

Section 5. Adjustments to the Number of Warrant Shares for Diluting Issuances.

(a) In order to prevent dilution of the rights granted under this Warrant, the number of Warrant Shares obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided herein. Notwithstanding anything herein to the contrary, in no event will the number of Warrant Shares issuable upon exercise of this Warrant be adjusted with respect to any Excluded Issuance.

(b) If the Company shall at any time after the Closing Date effect a subdivision (by any stock split, recapitalization or otherwise) of the outstanding Shares into a greater number of shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased and the Exercise Price shall be proportionately decreased. Conversely, if the Company shall at any time or from time to time after the Closing Date combine (by combination, reverse stock split or otherwise) the outstanding Shares into a smaller number of shares, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased. Any adjustment under this Section 5(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(c) If the Company at any time after the Closing Date makes, or fixes a record date for the determination of holders of Shares entitled to receive, a dividend or other distribution payable in Additional Shares or in Options or Convertible Securities, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such dividend or distribution shall be proportionately increased. Any adjustment under this Section 5(c) shall become effective at the close of business on the date the dividend or distribution becomes effective.

(d) If the Company at any time after the Closing Date makes, or fixes a record date for the determination of holders of Shares entitled to receive, a dividend or other distribution payable in securities of the Company other than in Shares, Options or Convertible Securities, in each such event provision shall be made so that the Warrant Holder shall receive upon conversion thereof, in addition to the number of shares of Shares receivable thereupon, the amount of other securities of the Company which it would have received had this Warrant been converted into Shares on the date of such event and had it thereafter, during the period from the date of such event to and including the conversion date, retained such securities receivable by it as aforesaid during such period, subject to all other adjustments called for during such period under this Section 5 with respect to the rights of the Warrant Holder or with respect to such other securities by their terms.

(e) If at any time after the Closing Date (i) the Warrant Shares issuable upon the exercise of this Warrant, or any of them, are changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or other transaction provided for elsewhere in Section 5 ), (ii) there is a capital reorganization of the Company, (iii) there is a consolidation or merger of the Company with or into another person, (iv) there is an Asset Transfer, or (v) other similar transaction (other than any such transaction provided for elsewhere in Section 5 or a transaction giving rise to an Excluded Issuance), in each such case which entitles the holders of Shares to receive stock, securities or property with respect to or in exchange for Shares, this Warrant shall, immediately after such reorganization, recapitalization, reclassification, consolidation, merger, sale or similar transaction, remain outstanding and shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and amount of stock or other securities or property of the Company or of the successor person resulting from such transaction receivable upon such transaction if the Warrant Holder had exercised this Warrant in full immediately prior to the time of such transaction and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof. The provisions of this Section 5(e) shall apply to successive reorganizations, recapitalizations, reclassifications and similar transactions as set forth herein. The Company shall not effect any such reorganization, reclassification, consolidation, merger, sale or similar transaction unless, prior to the consummation thereof, the successor person (if other than the Company) resulting from such reorganization, reclassification, consolidation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant and reasonably satisfactory to the Warrant Holder, the obligation to deliver to the Warrant Holder such shares of stock, securities or property which, in accordance with the foregoing provisions, such Warrant Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any corporate event or other transaction contemplated by the provisions of this Section 5(e) , the Warrant Holder shall have the right to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section 2 instead of giving effect to the provisions contained in this Section 5(e) with respect to this Warrant.

(f) If any event of the type contemplated by the provisions of this Section 5 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features) occurs, then the Board shall make an appropriate adjustment in the number of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Warrant Holder in a manner consistent with the provisions of this Section 5 ; provided, that no such adjustment pursuant to this Section 5(f) shall decrease the number of Warrant Shares issuable as otherwise determined pursuant to this Section 5 .

(g) (i) If at any time the Company issues or sells, or is deemed by the express provisions of this Section 5(g) to have issued or sold, other than Excluded Issuances, Additional Shares for no consideration or for an Effective Price (as hereinafter defined) less than the Fair Market Value of such Additional Shares as of the Closing Date (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the Shares after the Closing Date, the “ Original Price ”), then immediately upon such issuance or sale (or deemed issuance or sale), the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such issuance or sale (or deemed issuance or sale) shall be increased to a number of Warrant Shares equal to the product obtained by multiplying the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such issuance or sale (or deemed issuance or sale) by a fraction (which shall in no event be less than one):

(A) the numerator of which shall be the number of Shares deemed outstanding immediately after such issuance or sale (or deemed issuance or sale); and

(B) the denominator of which shall be the sum of (x) the number of Shares deemed outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (y) the aggregate number of Shares which the aggregate amount of consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale) would purchase at the Original Price.

(ii) For the purpose of making any adjustment required under this Section 5(g) , the consideration received by the Company for any issuance or sale (or deemed issuance or sale) of securities shall be (A) to the extent it consists of cash, computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Company in connection with such issuance or sale (or deemed issuance or sale) but without deduction of any expenses payable by the Company; (B) to the extent it consists of property other than cash, computed at the fair value of that property as determined in good faith by the Board, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) if Additional Shares, Convertible Securities convertible into Additional Shares or Options to purchase Additional Shares are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares, Convertible Securities or Options, or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the net assets and business of the non-surviving entity as is attributable to such Shares, Options or Convertible Securities, as the case may be, issued to such owners. The “ Effective Price ” of such Additional Shares shall mean the value per share of the consideration received by the Company, determined in accordance with this Section 5(g)(ii).

(iii) For the purpose of the adjustment required under this Section 5(g) , if the Company issues or sells any Options or Convertible Securities, whether or not such Options or Convertible Securities or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and if the Effective Price of Additional Shares is less than the Original Price in effect immediately prior to the time of the granting or sale of such Options or Convertible Securities, the Company shall be deemed to have issued at the time of the issuance of such Options or Convertible Securities the maximum number of Additional Shares issuable upon exercise or conversion thereof and to have received as consideration for the issuance of such shares an amount equal to the total amount of the consideration, if any, received by the Company for the issuance of such Options or Convertible Securities, plus, in the case of such Options, the minimum amount of consideration, if any, payable to the Corporation upon the exercise of such Options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to the Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion thereof; provided, however, that if, in the case of Convertible Securities, the minimum amounts of such consideration cannot be ascertained, but are a function of anti-dilution or similar protective clauses, the Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses; provided, further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of Options or Convertible Securities is reduced over time or upon the occurrence or non-occurrence of specified events other than by reason of anti-dilution adjustments, the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; and provided, further, that if the minimum amount of consideration payable to the Company upon the exercise or conversion of such Options or Convertible Securities is subsequently increased, the Effective Price shall be again recalculated using the increased minimum amount of consideration payable to the Company upon the exercise or conversion of such Options or Convertible Securities. No further adjustment of the Effective Price, as adjusted upon the issuance of such Options or Convertible Securities, shall be made as a result of the actual issuance of Additional Shares upon the exercise of any such Options or the conversion of any such Convertible Securities. If any such Options or the conversion privilege represented by any such Convertible Securities shall expire without having been exercised, the Effective Price as adjusted upon the issuance of such Options or Convertible Securities shall be readjusted to the Effective Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(iv) Subject to the provisions of this Section 5(g) , if the Company shall, at any time or from time to time after the Closing Date, make or declare, or fix a record date for the determination of holders of Shares entitled to receive, a dividend or any other distribution payable in securities of the Company (other than a dividend or distribution of Shares, Options or Convertible Securities in respect of outstanding Shares), cash or other property, then, and in each such event, provision shall be made so that the Warrant Holder shall receive upon exercise of the Warrant, in addition to the number of Warrant Shares receivable thereupon, the kind and amount of securities of the Company, cash or other property which the Warrant Holder would have been entitled to receive had the Warrant been exercised in full into Warrant Shares on the date of such event and had the Warrant Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained such securities, cash or other property receivable by them as aforesaid during such period, giving application to all adjustments called for during such period under this Section 5 with respect to the rights of the Warrant Holder; provided, that no such provision shall be made if the Warrant Holder receives, simultaneously with the distribution to the holders of Shares, a dividend or other distribution of such securities, cash or other property in an amount equal to the amount of such securities, cash or other property as the Warrant Holder would have received if the Warrant had been exercised in full into Warrant Shares on the date of such event.

(h) As promptly as reasonably practicable following any adjustment of the number of Warrant Shares pursuant to the provisions of this Section 5 , but in any event not later than five Business Days thereafter, the Company shall furnish to the Warrant Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(i) In the event:

(i) that the Company shall take a record of the holders of its Shares (or other capital stock or securities at the time issuable upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(ii) of any capital reorganization of the Company, any reclassification of the Shares, any consolidation or merger of the Company with or into another person, or Asset Transfer; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company shall send or cause to be sent to the Warrant Holder at least ten calendar days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Shares (or such other capital stock or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their Shares (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares.

(j) Notwithstanding anything to the contrary set forth herein, in the event that any shares of Preferred Series B Stock are converted into shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to any such conversion shall be increased (such increase, the “ Conversion Increase ”) by the product of (x) the number of shares of Common Stock issued pursuant to each such conversion of Preferred Series B Stock plus the number of Warrant Shares included in the Conversion Increase and (y) 0.065, and no other adjustments to the Warrant Shares shall be made with respect to such conversion(s).

(k) In the event the Company issues any securities or equity interests senior to the Common Stock, the Company shall issue to the Warrant Holder a warrant exercisable into the Warrant Percentage of such securities or equity interests (on a fully diluted basis assuming exercise of such warrant) on substantially the same terms as set forth herein with a nominal exercise price.

Section 6. Registration of Warrant Shares .

(a) Form S-3 . When and for so long as the Company is qualified to register securities on Form S-3 (or any successor form), the holder or holders of at least 50% of all Warrants and Warrant Shares (such percentage determined by aggregating the amount of Warrant Shares into which Warrants are then exercisable and the amount of Warrant Shares then outstanding) (such holder or holders, the “ Initiating Holders ”) shall have the right at any time and from time to time to request registration on Form S-3 (or any successor form) for the Warrant Shares held by such Initiating Holders, including registrations for the sale of such Warrant Shares on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Warrant Holders may collectively make no more than two such requests in any twelve-month period. Such requests shall be in writing and shall state the amount of Warrant Shares to be disposed of and the intended method of disposition of such Shares by such Initiating Holders.

(b) Piggyback Registration .

(i) If the Company at any time or from time to time proposes to file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than registration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of any holders of Shares, Options, or Convertible Securities, then the Company at each such time shall give prompt written notice of such proposed filing to each Warrant Holders and to each holder of Registrable Securities (but in no event less than 10 Business Days before the anticipated filing date), and such notice shall offer each Warrant Holders and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the such holder may request, by notice to the Company within 5 Business Days, on the same terms and conditions as the other Shares to be included in such offering.

(ii) If the registration of which the Company gives notice pursuant to this Section 6(b) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(b) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any Warrant Holders or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(b) .

(iii) Notwithstanding any other provision of this Section 6(b) , if an offering for which the Company gives notice pursuant to Section 6(b)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 6(b) and (y) the amount of Registrable Securities requested to be offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 6(b)(i) ) and then to the Registrable Securities (allocated among all participating holders in proportion to the Registrable Securities to be registered by such holders in such offering).

(iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(b)(i) at any time by giving written notice to each Warrant Holders and each holder of Registrable Securities, whereupon the Company shall not be required to cause such proposed registration to be effected.

(c) Registration Procedures . Upon receipt of a request for registration of Registrable Securities pursuant to Section 6(a) or 6(b) , the Company will thereupon use commercially reasonable best efforts to effect the registration of the Registrable Securities that are the subject of such request as expeditiously as possible, subject to the provisions of Section 6(a) or 6(b) and in connection therewith:

(i) The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any form for which the Company then qualifies and which counsel for the Company shall deem appropriate and available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof; the Company will include in such registration statement all information that any holder of such Registrable Securities (collectively, the “ Participating Holders ”) shall reasonably request for the purpose of conforming such registration statement to the requirements of applicable law or of correcting any material misstatement or omission therein; and the Company will use its commercially reasonable best efforts to cause such filed registration statement to become and remain effective until the securities covered by such registration statement are sold but not for more than 120 days;

(ii) Prior to filing such registration statement or any amendment or supplement thereto, the Company will furnish to the Participating Holders, their counsel and to each managing underwriter, if any, copies thereof, and thereafter furnish to the Participating Holders, their counsel and to each managing underwriter, if any, such number of copies of such registration statement, amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) in the prospectus included in such registration statement (including each preliminary prospectus) as the Participating Holders, their counsel or any managing underwriter may reasonably request in order to facilitate the sale of the Registrable Securities.

(iii) After the filing of the registration statement, the Company will promptly notify each Participating Holder of any stop order issued or, to the Company’s knowledge, threatened to be issued by the Commission and take all reasonable actions as soon as practicable to prevent the entry of such stop order or to remove it if entered.

(iv) The Company will use commercially reasonable best efforts to register or qualify the Registrable Securities to be offered by the Participating Holders for offer and sale under such other securities or blue sky laws of such jurisdictions in the United States as any Participating Holder shall reasonably request; provided that the Company will not be required to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (iv), (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction.

(v) At any time when a prospectus relating to a sale of Registrable Securities is required by law to be delivered in connection with sales by an underwriter or dealer, the Company will promptly notify each Participating Holder of the occurrence of any event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Company will promptly make available to each Participating Holder and to the underwriters any such supplement or amendment. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in the preceding sentence, the Warrant Holder will forthwith discontinue the offer and sale of Registrable Securities pursuant to the registration statement covering such Registrable Securities until receipt by the Warrant Holder and the underwriters of the copies of such supplemented or amended prospectus and, if so directed by the Company, the Warrant Holder will deliver to the Company all copies, other than permanent file copies then in the Warrant Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. In the event the Company shall give such notice, the 120-day period during which such registration statement is required to be maintained effective as provided in Section 6(c)(i) shall be extended by the number of days during the period from and including the date of the giving of such notice to the date when the Company shall make available to the Warrant Holder such supplemented or amended prospectus.

(vi) The Company will enter into customary agreements (including an underwriting agreement in customary form if the offering is to be underwritten) and take such other actions as are reasonably required in order to expedite or facilitate the sale of such Registrable Securities.

(vii) The Company will furnish to each Participating Holder and to each underwriter a signed counterpart, addressed to the Participating Holder or underwriter, of (x) an opinion or opinions of counsel to the Company and (y) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and reasonably satisfactory in form and substance to each Participating Holder and underwriter, and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as any Participating Holder or the managing underwriter or underwriters reasonably request.

(viii) The Company will use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, and will make available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 10(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(ix) The Company will use its commercially reasonable best efforts to cause all Registrable Securities registered pursuant to this Section 6 to be listed on each securities exchange on which securities issued by the Company of the same class as such Registrable Securities are then listed.

(x) The Company may require any Participating Holder to furnish in writing to the Company such information regarding the Participating Holder, as the case may be, the plan of distribution of the Registrable Securities and other information as may be legally required, as the Company may from time to time reasonably request in writing.

(xi) As a condition to the inclusion of Registrable Securities owned by any Participating Holder in a registration pursuant to Section 6(a) , each such Participating Holder shall, if reasonably requested by the Company or by the representative(s) of the underwriters (if any) for such registered offering, agree to deliver to the Company and such representative(s) a legal opinion of such holder’s counsel, covering such matters customarily requested of selling holders of Shares in connection with a public offering of Shares as the Company or such representative(s) may reasonably request and in a form reasonably satisfactory to the Company or such representative(s), upon the closing of such offering.

(d) Registration Expenses . The entire costs and expenses of any registration and qualification pursuant to this Section 6 shall be borne by the Company. Such costs and expenses shall include (i) all costs and expenses incident to the preparation, printing and filing of the registration statement and all amendments and supplements thereto, including all reasonable word processing, duplicating and printing expenses, (ii) all registration and filing fees payable to the Commission or The National Association of Securities Dealers, Inc., (iii) all fees and expenses (including reasonable fees and expenses of counsel) of compliance with securities or blue sky laws, (iv) the fees and expenses of counsel for the Company, of its independent accountants and of any other experts retained by the Company, (v) the reasonable fees and expenses of one firm of counsel to represent the Participating Holders in connection with such registration and qualification, (vi) the cost of furnishing a reasonable number of copies of each preliminary prospectus, each final prospectus and each amendment or supplement thereto to underwriters, dealers and other purchasers of the Registrable Securities, (vii) all necessary and appropriate messenger and delivery expenses and (viii) all fees and expenses incurred in connection with any listing of the Registrable Securities on any securities exchange; provided that (x) each Participating Holder shall pay any underwriting fees, discounts or commissions attributable to the sale of its Registrable Securities and (y) the Participating Holders shall pay all costs and expenses of any registration and qualification that is withdrawn at the request of the Participating Holders.

(e) Indemnification by the Company . In the event of any registration pursuant to Section 6(a) or (b) hereof, the Company agrees to indemnify and hold harmless each Participating Holder, its officers, directors and managers, and each Person, if any, who controls any Participating Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement of omission or alleged untrue statement or omission based upon information relating to the Participating Holder or the plan of distribution furnished in writing to the Company by the Participating Holder expressly for use therein. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers, directors and managers and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Participating Holder provided in this Section 6(e) .

(f) Indemnification by the Participating Holder . Each Participating Holder agrees to indemnify and hold harmless the Company, its officers and members of its Board of Directors, and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Participating Holder, but only with reference to untrue information relating to such Participating Holder or the plan of distribution furnished in writing by the Participating Holder expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Each Participating Holder also agrees to indemnify and hold harmless any underwriters of the Registrable Securities, their officers, directors and managers and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 6(f) .

(g) Conduct of Indemnification Proceedings . In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 6(e) or 6(f) , such Person (the “ Indemnified Party ”) shall promptly notify the Person against whom such Indemnity may be sought (the “ Indemnifying Party ”) in writing and the Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party and any others the Indemnifying Party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than two separate firms of attorneys (in addition to any legal counsel to such Indemnifying Party) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties. The Indemnifying Parties shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld), but if settled with such consent, or if there by a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.

(h) Lock Up . In connection with the initial public offering of Shares of the Company registered pursuant to the Securities Act, if the managing underwriter for such registration shall so request, the holders of Registrable Securities shall not sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than those Shares included in such registration) without the prior written consent of the Company for a period designated by the Company in writing to the holders of Registrable Securities, which period shall begin not more than 10 days prior to the effectiveness of the registration statement pursuant to which such public offering shall be made and shall not last more than 180 days after the effective date of such registration statement; provided that no holder of Registrable Securities shall be subject to such restriction unless all of the officers, directors, managers and Affiliates of the Company are subject to, and remain subject to, the same restrictions.

Section 7. Transfer of Warrant .

(a) The Warrant Holder upon transfer of the Warrant must deliver to the Company a duly executed Warrant Assignment in the form of Exhibit B and upon surrender of this Warrant to the Company, the Company shall execute and deliver a new Warrant with appropriate changes to reflect such Assignment, in the name or names of the assignee or assignees specified in the Warrant Assignment or other instrument of assignment and, if the Warrant Holder’s entire interest is not being transferred or assigned, in the name of the Warrant Holder, and upon the Company’s execution and delivery of such new Warrant, this Warrant shall promptly be cancelled. The Company shall pay any transfer tax imposed in connection with such assignment (if any). Any transfer or exchange of this Warrant shall be without charge to the Warrant Holder and any new Warrant issued shall be dated the date hereof.

Section 8. Assistance in Disposition of Warrant or Warrant Shares .

Notwithstanding any other provision herein, in the event that it becomes unlawful for the Warrant Holder to continue to hold the Warrant, in whole or in part, or some or all of the Shares held by it, or restrictions are imposed on any the Warrant Holder by any statute, regulation or governmental authority which, in the judgment of the Warrant Holder, make it unduly burdensome to continue to hold the Warrant or such Shares, the Warrant Holder may sell or otherwise dispose of the Warrant (subject to the restrictions on transfer provided in Section 7 ) or its Shares, and the Company agrees to provide reasonable assistance to the Warrant Holder in disposing of the Warrant and such Shares in a prompt and orderly manner and, at the request of the Warrant Holder, to provide (and authorize the Warrant Holder to provide) financial and other information concerning the Company to any prospective purchaser of the Warrant or Shares owned by the Warrant Holder.

Section 9. Put/Call Option .

(a) At any time and from time to time during the Put Period upon delivery to the Company by the holder or holders of at least 75% of all Warrant Shares issued or issuable upon exercise of the Warrants (such percentage determined by aggregating the amount of Warrant Shares for which all outstanding Warrants are then exercisable and the amount of Warrant Shares issued upon exercise of the Warrants then outstanding) (the “ Selling Holders ”) of a written request (a “ Put Notice ”) that the Company purchase all or a portion of the outstanding Warrants and Warrant Shares held by such Selling Holders (such portion as specified in the Put Notice, the “ Put Securities ”), the Company will:

(i) promptly, but in any event within 10 days, give written notice of such Put Notice to all other holders of Warrants and to all other holders of Warrant Shares issued or issuable upon exercise of the Warrants which notice shall state whether or not any Put Deferral Event will be applicable, which holders shall be entitled to join such Put Notice by delivering to the Company within 10 days a notice so specifying, in which case the term “Selling Holders” shall include such other holders and the “Put Securities” shall include the amount of Warrants and Warrant Shares held by such holders which are to be covered by the Put Notice;

(ii) not less than 30 days after its receipt of the initial Put Notice, notify the Selling Holders of the date (the “ Put Closing Date ,” which shall not be less than 45 nor more than 180 days after the date of the initial Put Notice) on which the Company will purchase the Put Securities of the Selling Holders; and

(iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount.

(b) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Put Option shall be (A) the Put Purchase Price less (B) the Exercise Price (such net amount being the “ Put Amount ” payable to such Selling Holder and the aggregate of all Put Amounts payable to all Selling Holders under such Put Notice, before deducting the amount of any reduction of individual Put Amounts pursuant to clause (z) of the first proviso of Section 9(c) , being the “ Aggregate Put Amount ”).

(c) On the Put Closing Date, the Company shall pay the applicable Put Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder; provided that to the extent the cash payment of the Aggregate Put Amount would result in a violation, as determined by a written opinion of counsel for the Company reasonably satisfactory to Requisite Holders, of any statute, law, rule, regulation, injunction, decree or judgment of any governmental authority applicable to the Company (a “ Put Deferral Event ”), the cash payment to each Selling Holder shall be proportionately reduced (based on their respective Put Amount) and, at the option of such Selling Holder (y) the amount of such reduction ( i.e. , the amount not paid in cash, herein called the “ Put Deferral Amount ”) shall be paid by the Company to such Selling Holder as set forth below or (z) the amount of Warrants and Warrant Shares of such Selling Holder included in the Put Notice shall be reduced so that, after giving effect to such reduction, the applicable Put Amount for such Selling Holder shall equal the amount of the cash payable to such Selling Holder under this proviso; provided further that before any Selling Holder shall be obliged to accept any such reduction in cash payment, the Company shall demonstrate to the reasonable satisfaction of the Selling Holders that the Company used reasonable best efforts to remove or cure the cause of such Put Deferral Event. The Company shall pay the Put Deferral Amount in full as promptly as practicable after the cessation of the Put Deferral Event. The Put Deferral Amount shall accrue interest at a rate of twelve percent (12 %) per annum until payment in full.

(d) On the Put Closing Date (assuming the Put Amount has been paid in full), each Selling Holder shall surrender its applicable Put Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided.

(e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount.

(f) At the option of the Warrant Holder, in lieu of selling the Warrant or Warrant Shares to the Company under the Put Option pursuant to this Section 9 , the Warrant Holder may elect to have its equity owners sell to the Company the equity interests of such Warrant Holder (the “ Alternative Put Option ”). If the Warrant Holder elects the Alternative Put Option, then all of the provisions of this Section 9 shall continue to apply, provided , that in lieu of transferring to the Company the Put Securities, the equity owners of the Warrant Holder shall transfer to the Company the same percentage of equity interests of the Warrant Holder as the Put Securities represent of the Warrant Shares.

(g) Anytime during the Put Period or at any time the Put Deferral Amount remains outstanding, the Warrant Holder shall be entitled to request that the Company provide written disclosure to the Warrant Holder (in reasonable detail reasonably acceptable to the Warrant Holder and subject to appropriate confidentiality agreements) of any transactions, planned transactions or potential transactions known to, or under consideration by, the Company and which could reasonably be expected to be information of the type and character that a purchaser or seller of the Company’s Shares would desire before undertaking or consummating such a purchase or sale, including a detailed description of any transaction(s) constituting a Put Event. If so requested, such information shall be provided within five (5) business days of the request.

Call Option

(h) The Warrant Holder hereby grants to the Company an option (the “ Call Option ”) to purchase the Warrants held by such Warrant Holder (the “ Call Securities ”), on the terms set forth herein. The Call Option may be exercised by the Company only during the Put Period. At any time and from time to time during the Put Period, the Company may deliver to such Warrant Holder a written notice (a “ Call Notice ”) that it has elected to exercise the Call Option, which Call Notice shall notify the Warrant Holder of the date (the “ Call Closing Date ” which shall not be less than forty-five (45) nor more than ninety (90) days after the date of the initial Call Notice) on which the Company will purchase all of the Call Securities of the Warrant Holder. Subject to the terms hereof, on the Call Closing Date the Company shall purchase, and the Warrant Holder shall sell to the Company, the Call Securities for the applicable Put Amount.

(i) The aggregate purchase price payable by the Company to each Selling Holder upon any exercise of the Call Option shall be (A) the product of (1) the aggregate number of Call Securities then being purchased from such Selling Holder and (2) the Put Purchase Price less (B) an amount equal to the product of (1) the number of Warrants of such Selling Holder being purchased and (2) the Exercise Price that would have been payable had such Warrant been exercised on the date of the Call Notice (such net amount being the “ Call Amount ” payable to such Selling Holder and the aggregate of all Call Amounts payable to all Selling Holders under such Call Notice being the “ Aggregate Call Amount ”).

(j) On the Call Closing Date, the Company shall pay the applicable Call Amount to each Selling Holder, in cash by (at the option of such Selling Holder) (A) wire transfer to an account in a bank located in the United States designated by such Selling Holder for such purpose or (B) a certified or official bank check drawn on a member of the New York Clearing House payable to the order of such Selling Holder. On the Call Closing Date (assuming the Call Amount has been paid in full), each Selling Holder shall surrender its applicable Call Securities to the Company without any representation or warranty (other than that such holder has (A) good and valid title thereto free and clear of liens, claims, encumbrances and restrictions of any kind created by such holder and (B) the power and authority to surrender such Warrants and Warrant Shares), against payment therefor as above provided.

(k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Section 10. Covenants . The Company agrees that:

(a) Sufficiency of Shares . The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Shares, for the purpose of effecting the exercise of this Warrant, the full number of Warrant Shares then issuable upon the exercise of this Warrant.

(b) Securities Filings; Rules 144 & 144A . The Company will (i) use commercially reasonable efforts to cooperate with the Warrant Holder and each holder of Warrant Shares in supplying such information concerning the Company as may be necessary for the Warrant Holder or holder of Warrant Shares to complete and file any information reporting forms currently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrants or Warrant Shares and (ii) provide reasonable cooperation as the Warrant Holder may reasonably request to the extent required from time to time to enable the Warrant Holder to sell Warrant Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or 144A under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission; provided that this subsection (b) shall not require the Company to make any filing under the Securities Act or Exchange Act which the Company is not otherwise obligated to make.

(c) Participation Fee . Prior to or contemporaneous with any payments in respect of the Series A Preferred or Series B Preferred stock of the Company (including, without limitation, dividends, distributions, redemptions and otherwise), the Company shall pay to the Warrant Holder a fee (the “ Participation Fee ”) equal to the Warrant Percentage of (a) such payment(s) to the Series A Preferred and/or Series B Preferred stock plus (b) the Participation Fee (i.e., the Participation Fee will equal the Warrant Percentage of the aggregate payment(s) to the Series A Preferred and/or Series B Preferred stock and the Participation Fee).

(d) Employee and Professionals Equity . The Company shall not issue or grant to any employees, officers, directors, consultants, attorneys and/or other professionals or advisors any Common Stock or other equity interests or any options or other instruments exercisable, exchangeable or convertible into Common Stock other than (a) issuances or grants not exceeding in the aggregate 12.5% of the fully diluted Common Stock outstanding (assuming exercise, conversion or exchange of all instruments exercisable, convertible or exchangeable into Common Stock) and (b) shares of Common Stock sold for cash at or above Market Price.

Section 11. Lost, Mutilated or Missing Warrants .

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant, and, in the case of loss, theft or destruction, upon receipt of indemnification satisfactory to the Company or, in the case of mutilation, upon surrender and cancellation of the mutilated Warrant, the Company shall execute and deliver a new Warrant of like tenor and representing the right to purchase the same aggregate amount of Warrant Shares.

Section 12. Waivers; Amendments .

Any provision of this Warrant may be amended or waived with (but only with) the written consent of the Company and the Warrant Holder. Any amendment or waiver effected in compliance with this Section shall be binding upon the Company and the Warrant Holder. No failure or delay of the Company or the Warrant Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereon or the exercise of any other right or power. No notice or demand on the Company in any case shall entitle the Company to any other or future notice or demand in similar or other circumstances. The rights and remedies of the Company and the Warrant Holder hereunder are cumulative and not exclusive of any rights or remedies which it would otherwise have.

Section 13. Miscellaneous .

(a) Shareholder Rights . The Warrant shall not entitle any Warrant Holder, prior to the exercise of the Warrant, to any voting rights as a Shareholder of the Company.

(b) Expenses . The Company shall pay all reasonable expenses of the Warrant Holder, including reasonable fees and disbursements of counsel, in connection with the preparation of the Warrant, any waiver or consent hereunder or any amendment or modification hereof (regardless of whether the same becomes effective), or the enforcement of the provisions hereof .

(c) Successors and Assigns . All the provisions of this Warrant by or for the benefit of the Company or the Holder of this Warrant or Warrant Shares shall bind and inure to the benefit of their respective successors and assigns.

(d) Severability . In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

(e) Notices . Any notice or other communication hereunder shall be in writing and shall be sufficient if sent by first-class mail or courier, postage prepaid, and addressed as follows: (a) if to the Company, addressed to the Company at its address for notices as set forth below its signature hereon or any other address as the Company may hereafter notify to the Warrant Holder and (b) if to the Warrant Holder, addressed to such address as the Warrant Holder may hereafter from time to time notify to the Company for the purposes of notice hereunder.

(f) Equitable Remedies . Without limiting the rights of the Company and the Warrant Holder to pursue all other legal and equitable rights available to such party for the other parties’ failure to perform its obligations hereunder, the Company and the Warrant Holder each hereto acknowledge and agree that the remedy at law for any failure to perform any obligations hereunder would be inadequate and that each shall be entitled to specific performance, injunctive relief or other equitable remedies in the event of any such failure.

(g) Continued Effect . Notwithstanding anything herein to the contrary, the rights and benefits conferred on the holders of Warrant Shares pursuant to the provisions hereof (including Section 6 , Section 10 , and any covenants made by the Company) shall continue to inure to the benefit of, and shall be enforceable by, such holders, notwithstanding the surrender of the Warrant to, and its cancellation by, the Company upon the full or partial exercise or repurchase hereof. The Holders shall be entitled to retain a copy of this Warrant as evidence of the continued effect of the provisions hereof.

(h) Tax Treatment . The Company and the Warrant Holder agree, solely for U.S. federal income tax purposes, (A) that the Warrant Holder shall be treated as directly owning the Warrant Shares from and after the Closing Date and (B) to treat an exercise of the Warrant pursuant to Section 2(a)(ii) or 2(f) of this Agreement (including an exercise pursuant to Section 2(a)(iii) of this Agreement to the extent treated as pursuant to Section 2(a)(ii)) as a “recapitalization” described in Section 368(a)(1)(E) of the Code.

(i) Governing Law . THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, TO THE EXCLUSION OF ANY OTHER JURISDICTION’S LAWS, EXCEPT AS OTHERWISE REQUIRED BY MANDATORY PROVISIONS OF LAW.

(j) Section Headings . The section headings used herein are for convenience of reference only and shall not be construed in any way to affect the interpretation of any provisions of the Warrant.

[End of Text]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized signatory as of the day and year first above written.

	Meridian Waste Solutions, Inc. , a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer
		Address for Notices:

		Telephone:
		Facsimile:

Exhibit A to Warrant

Form of Notice of Exercise

____________________,20___

To: [The Company]

Reference is made to the Warrant dated __________. Terms defined therein are used herein as therein defined.

The undersigned, pursuant to the provisions set forth in the Warrant, hereby irrevocably elects and agrees to purchase _______ shares of Common Stock, and makes payment herewith in full therefor at the Exercise Price of $_______________ in the following form: ___________________________________________________________.

[If the amount of Shares as to which the Warrant is being exercised is less than all of the Shares purchasable thereunder, the undersigned hereby requests that a new Warrant representing the remaining balance of the Shares be registered in the name of ______________, whose address is: _______________________________.]

The undersigned hereby represents that it is exercising the Warrant for its own account or the account of an Affiliate for investment purposes and not with the view to any sale or distribution and that the Warrant Holder will not offer, sell or otherwise dispose of the Warrant or any underlying Warrant Shares in violation of applicable securities laws.

[NAME OF WARRANT HOLDER]

By _________________________

Name:

Title:

[ADDRESS OF WARRANT HOLDER]

Exhibit B to Warrant

Form of Warrant Assignment

Reference is made to the Warrant dated ____________, issued by Company. Terms defined therein are used herein as therein defined.

FOR VALUE RECEIVED ____________________ (the “ Assignor ”) hereby sells, assigns and transfers all of the rights of the Assignor as set forth in such Warrant, with respect to the amount of Warrant Shares covered thereby as set forth below, to the Assignee(s) as set forth below:

Amount of Warrant Shares

Name(s) of Assignee(s)	Address(es)	Amount of Warrant Shares

All notices to be given by the Company to the Assignor as Warrant Holder shall be sent to the Assignee(s) at the above listed address(es), and, if the amount of Shares being hereby assigned is less than all of the Shares covered by the Warrant held by the Assignor, then also to the Assignor.

In accordance with Section 7 of the Warrant, the Assignor requests that the Company execute and deliver a new Warrant or Warrants in the name or names of the assignee or assignees, as is appropriate, or, if the amount of Shares being hereby assigned is less than all of the Shares covered by the Warrant held by the Assignor, new Warrants in the name or names of the assignee or the assignees, as is appropriate, and in the name of the Assignor.

The undersigned represents that the Assignee has represented to the Assignor that the Assignee is acquiring the Warrant for its own account or the account of an Affiliate for investment purposes and not with the view to any sale or distribution, and that the Assignee will not offer, sell or otherwise dispose of the Warrant or the Warrant Shares except under circumstances as will not result in a violation of applicable securities laws.

Dated: _________________, 20___

[NAME OF ASSIGNOR]

By: _________________________

Name:

Title:

[ADDRESS OF ASSIGNOR]

Exhibit 4.5

MERIDIAN WASTE SOLUTIONS, INC.

WARRANT

dated as of August 6, 2015

THIS CERTIFIES THAT, for value received, Praesidian Capital Opportunity Fund III-A, LP or its successors or assigns (such Person and such successors and assigns each being the “ Warrant Holder ” with respect to the Warrant held by it), at any time and from time to time on any Business Day on or prior to 5:00 p.m. (New York City time), on the Expiration Date (as herein defined), is entitled (a) to subscribe for the purchase from Meridian Waste Solutions, Inc. a New York corporation (the “ Company ”) (f.k.a., Brooklyn Cheesecake & Desserts Company, Inc.), the Warrant Shares (as defined below) at a price equal to the Exercise Price (as herein defined), and (b) to the other rights set forth herein; provided that the amount of Warrant Shares issuable upon any exercise of this Warrant and the Exercise Price shall be adjusted and readjusted from time to time in accordance with Section 5 . By accepting delivery hereof, the Warrant Holder agrees to be bound by the provisions hereof.

IN FURTHERANCE THEREOF, the Company irrevocably undertakes and agrees for the benefit of Warrant Holder as follows:

Section 1. Definitions and Construction .

(a) Certain Definitions . As used herein (the following definitions being applicable in both singular and plural forms):

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“ Aggregate Call Amount ” has the meaning set forth in Section 9(j).

“ Aggregate Put Amount ” has the meaning set forth in Section 9(b) .

“ Alternative Put Option ” has the meaning set forth in Section 9(e) .

“ Appraiser ” means a nationally recognized appraisal firm.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

“ Bylaws ” mean those certain Amended and Restated By-Laws of William Greenburg Jr. Desserts and Cafes, Inc.

“ Call Closing Date ” has the meaning set forth in Section 9(j) .

“ Call Notice ” has the meaning set forth in Section 9(j) .

“ Call Option ” has the meaning set forth in Section 9(j) .

“ Call Securities ” has the meaning set forth in Section 9(j) .

“ Closing Date ” means the date of this Warrant.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” means the Securities and Exchange Commission or any other Federal agency administering the Securities Act at the time.

“ Common Stock ” means common stock of the Company, par value $0.025 per share.

“ Company ” has the meaning set forth in the introductory paragraph to this Warrant.

“ Convertible Securities ” means any evidences of indebtedness, Shares or other securities or investments convertible into or exchangeable for Shares.

“ DWAC ” has the meaning as set forth in Section 2(b) .

“ Effective Price ” has the meaning set forth in Section 5(g)(ii) .

“ Exercise Price ” means $ 0.025 per Warrant Share as any be adjusted pursuant to this Warrant.

“ Expiration Date ” means August 6, 2023.

“ Indemnified Party ” has the meaning set forth in Section 6(g) .

“ Indemnifying Party ” has the meaning set forth in Section 6(g) .

“ Initial Holder(s) ” means Praesidian Capital Opportunity Fund III-A, LP.

“ Initiating Holders ” has the meaning set forth in Section 6(a) .

“ Net Exercise ” has the meaning as set forth in Section 5(h) .

“ Notice of Exercise ” has the meaning set forth in Section 2(a) .

“ Options ” mean rights, options or warrants to subscribe for, purchase or otherwise acquire Shares or Convertible Securities.

“ Participating Holders ” has the meaning set forth in Section 6(c)(i) .

“ Preferred Series B Stock ” means Preferred Series B Stock of the Company, par value of $0.001 per share.

“ Put Amount ” has the meaning set forth in Section 9(b) .

“ Put Closing Date ” has the meaning set forth in Section 9(a)(ii) .

“ Put Deferral Amount ” has the meaning set forth in Section 9(c) .

“ Put Deferral Event ” has the meaning set forth in Section 9(c) .

“ Put Notice ” has the meaning set forth in Section 9(a) .

“ Put Option ” means the right of the holders of Warrants and Warrant Shares to have such Warrants and Warrant Shares purchased by the Company pursuant to Section 9(a) .

“ Put Securities ” has the meaning set forth in Section 9(a) .

“ Selling Holders ” has the meaning set forth in Section 9(a) .

“ Shareholders ” means those Persons holding an ownership interest in the Company.

“ Test Date ” means with respect to each Put Notice, the last day of the month immediately prior to such Put Notice.

“ Warrant Holder ” has the meaning set forth in the introductory paragraph to this Warrant.

“ Warrant Shares ” means 361,196 shares of Common Stock, as may be adjusted pursuant to this Warrant.

(e) Exhibits and Schedules . All of the exhibits and schedules attached hereto shall be deemed incorporated herein by reference.

Section 2. Exercise of Warrant .

Section 3. Investment Representation .

Section 4. Representations and Warranties . The Company represents and warrants to the Warrant Holder that:

(b) The execution, delivery and performance by the Company of this Warrant, and the issuance of the Warrant Shares, has been duly authorized.

(f) On the Closing Date, (i) the authorized capital stock of the Company consists of 80,000,000 shares of Common Stock, 51 shares of Preferred Series A, 71,210 shares of Preferred Series B and 4,927,739 shares of Blank Check Preferred Stock, and (ii) the capital stock of the Company is issued as set forth on Schedule A attached hereto. As of the Closing Date, other than as set forth on Schedule A and this Warrant, there are no commitments or obligations of the Company or any of its direct or indirect subsidiaries to issue, sell or distribute any equity interests. The Preferred Series A stock of the Company is not entitled to dividends or any economics of the Company and is not convertible into any other class or shares of capital stock. The Warrant Shares represent 1.82% (the “ Warrant Percentage ”) of the issued and outstanding Common Stock as of the date hereof on a fully diluted basis (assuming exercise and conversion of all options, restricted stock and other instruments exercisable and/or convertible into Common Stock other than the Preferred Series A stock and Preferred Series B stock).

(g) The Company has provided a true and correct copy of its Certificate of Incorporation,

Bylaws, and all Board resolutions relating to the Company’s preferred stock.

Section 5. Adjustments to the Number of Warrant Shares for Diluting Issuances.

(A) the numerator of which shall be the number of Shares deemed outstanding immediately after such issuance or sale (or deemed issuance or sale); and

(i) In the event:

(ii) of any capital reorganization of the Company, any reclassification of the Shares, any consolidation or merger of the Company with or into another person, or Asset Transfer; or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;

Section 6. Registration of Warrant Shares .

(b) Piggyback Registration .

Section 7. Transfer of Warrant .

Section 8. Assistance in Disposition of Warrant or Warrant Shares .

Section 9. Put/Call Option .

(iii) on the Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount.

(e) Notwithstanding anything herein to contrary, each Selling Holder may revoke its Put Notice at any time prior to its receipt of the applicable Put Amount.

Call Option

(k) Notwithstanding anything herein to contrary, the Company may revoke its Call Notice at any time prior to its payment of the Aggregate Call Amount.

Section 10. Covenants . The Company agrees that:

Section 11. Lost, Mutilated or Missing Warrants .

Section 12. Waivers; Amendments .

Section 13. Miscellaneous .

(a) Shareholder Rights . The Warrant shall not entitle any Warrant Holder, prior to the exercise of the Warrant, to any voting rights as a Shareholder of the Company.

(j) Section Headings . The section headings used herein are for convenience of reference only and shall not be construed in any way to affect the interpretation of any provisions of the Warrant.

[End of Text]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized signatory as of the day and year first above written.

	Meridian Waste Solutions, Inc. , a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

		Address for Notices:
		Telephone:
		Facsimile:

Exhibit A to Warrant

Form of Notice of Exercise

____________________,20___

To: [The Company]

Reference is made to the Warrant dated __________. Terms defined therein are used herein as therein defined.

[NAME OF WARRANT HOLDER]

By _________________________

Name:

Title:

[ADDRESS OF WARRANT HOLDER]

Exhibit B to Warrant

Form of Warrant Assignment

Reference is made to the Warrant dated ____________, issued by Company. Terms defined therein are used herein as therein defined.

Amount of Warrant Shares

Name(s) of Assignee(s)	Address(es)	Amount of Warrant Shares

Dated: _________________, 20___

[NAME OF ASSIGNOR]

By: _________________________

Name:

Title:

[ADDRESS OF ASSIGNOR]

Exhibit 10.1

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of August 6, 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), by and among MERIDIAN WASTE SOLUTIONS, INC. (“ Holdings ”), each of the other Pledgors party hereto and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“ Fund III ”) as agent for the Purchasers (as defined below) (in such capacity, together with its permitted successors and assigns, the “ Agent ”).

WHEREAS , pursuant to the terms of the Note and Warrant Purchase Agreement and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), dated as of the date hereof, by and among Holdings, HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company (“ Missouri Waste ”), HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company (“ Georgia Waste ”), MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company (“ Meridian Land ”, and together with Missouri Waste, Georgia Waste and each other Person joined thereto as an issuer from time to time, collectively, the “ Issuer ”), the Guarantors, the Purchasers from time to time party thereto (the “ Purchasers ”) and the Agent, the Purchasers will, subject to the terms and conditions contained therein, purchase from the Issuer term notes in the aggregate principal amount of up to $13,670,000 (collectively, the “ Notes ”);

WHEREAS, the Pledgors (as defined below) are the record and beneficial owners of the Pledged Equity Interests (as defined below);

WHEREAS, it is a condition to the obligation of the Purchasers to purchase the Notes from the Issuer under the Note Purchase Agreement, that the Pledgors shall have executed and delivered this Agreement to the Agent.

NOW , THEREFORE , in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE 1.

DEFINITIONS

Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Note Purchase Agreement. As used in this Agreement the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa):

“ Collateral ” shall mean the Pledged Equity Interests and the Proceeds.

“ New York UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

“ Pledged Equity Interests ” shall mean all of each Pledgor’s now existing and hereafter arising interests in and to all of the capital stock and other equity securities of or joint venture interests in the Subsidiaries of such Pledgor (and any option, rights and other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of the Subsidiaries), whether now existing or owned or hereafter created or acquired, wherever located, including substitutions, accessions, additions and replacements thereto and thereof, together with all instruments, Stock Certificates, undated stock powers executed in blank covering the Stock Certificates and other documents evidencing ownership thereof, and including such instruments of evidence of such Pledgor’s ownership of interests in its Subsidiaries, if any, which are limited liability companies, limited liability partnerships or other entities that are not corporations and instruments of transfer therefor.

“ Pledgor ” means (i) Holdings and (ii) each other Person that is or becomes party to this Agreement pursuant to Section 7.18 hereof.

“ Proceeds ” shall mean all “proceeds” as such term is defined in the UCC and, in any event, shall include, without limitation, all dividends, distributions, profits, payments and other amounts, howsoever denominated, derived from the Pledged Equity Interests, collections thereon and distributions with respect thereto.

“ Stock Certificate ” shall mean a certificate evidencing ownership of any Pledged Equity Interests.

“ Termination Date ” shall have the meaning ascribed to that term in Section 7.11 hereof.

“ UCC ” means the Uniform Commercial Code (as amended from time to time) of any state which is applicable to the granting, attachment, perfection, priority or enforcement of a security interest in, and the rights of a secured party to, the Collateral or any portion thereof.

References to “Sections” or “Schedules” shall be to Sections or Schedules of this Agreement unless otherwise specifically provided. For purposes hereof, when used herein, the words “including” or “include” shall be understood to mean “including, without limitation” or “include, without limitation” and the term “or” shall not be exclusive. Any of the terms defined in Article 1 may, unless the context otherwise requires, be used in the singular or the plural depending on the reference. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations.

ARTICLE 2.

GRANT OF SECURITY INTEREST

As security for the payment and performance in full of the Obligations or Guarantor Obligations, as applicable, each Pledgor hereby grants to the Agent and its permitted successors and assigns, for the benefit of the Purchasers, a continuing security interest in and a general lien upon all such Pledgor’s right, title and interest in the Collateral.

ARTICLE 3.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGORS

The Pledgors hereby, jointly and severally, represent and warrant to, and covenant and agree with, the Agent, for the benefit of the Purchasers, that:

Section 3.01. Title; No Other Liens . Except for the Liens granted to the Agent for the benefit of the Purchasers pursuant to this Agreement, each of the Pledgors owns all right, title and interest in and to each item of the Collateral set forth opposite such Pledgor’s name on Schedule 3.01 , free and clear of any and all Liens or claims of others. Each Pledgor is the sole legal, record and beneficial owner of, and has good and marketable title to, the Pledged Equity Interests set forth opposite such Pledgor’s name on Schedule 3.01 . No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as may have been filed in favor of the Agent, for the benefit of the Purchasers, pursuant to this Agreement. Other than the interests evidenced by the Stock Certificates listed on Schedule 3.01 and the Uncertificated Membership Interests (as defined below) listed on Schedule 3.01 , the Pledgors own no other interest in the Subsidiaries. Except for restrictions and limitations imposed by the Transaction Documents or securities laws generally or as permitted under the Note Purchase Agreement or disclosed therein or in the schedules thereto, such Collateral is and will continue to be freely transferable and assignable, and none of such Collateral is or will be subject to any option, right of first refusal, shareholders agreement, voting trust, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder.

Section 3.02. Pledged Equity Interests . The Pledged Equity Interests listed on Schedule 3.01 constitute all of the issued and outstanding shares of capital stock and other equity securities of each of the Pledgors in its Subsidiaries. All of the Pledged Equity Interests have been duly and validly issued and are fully paid and nonassessable. There are no options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary that are outstanding on the date hereof except as permitted under the Note Purchase Agreement.

Section 3.03. Perfected Liens . Upon the delivery of the Stock Certificates listed on Schedule 3.01 together with undated stock powers or similar undated assignment instruments executed in blank covering such Stock Certificates and, with respect to the membership, partnership or joint venture interests in any entity which is described in Schedule 3.01 as a limited liability company, partnership or joint venture for which a Stock Certificate is not listed on Schedule 3.01 (the “ Uncertificated Membership Interests ”), upon the filing of UCC-1 Financing Statements with the Secretary of State of the State of incorporation or formation of the issuer of such Pledged Membership Interests, that adequately describe or include same, the Liens granted pursuant to this Agreement shall constitute perfected Liens on the Collateral in favor of the Agent, for the benefit of the Purchasers, which are prior to all other Liens on the Collateral created by the Pledgors. Without limiting the foregoing, each Pledgor has taken all actions that the Agent deems necessary or desirable in its reasonable judgment to establish the Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Collateral constituting Certificated Securities (as defined in the New York UCC).

Section 3.04. Further Assurances; Financing Statements . At any time and from time to time, the Pledgors shall, and the Pledgors shall cause each of their respective Subsidiaries to, at their own cost and expense, execute and deliver to the Agent such financing statements pursuant to the UCC, or amendments or continuations thereof, and such other agreements, instruments, certificates and other documents, and take such other actions, as may be necessary, in the reasonable opinion of the Agent, to further evidence, effect or perfect, or preserve the grant, perfection or priority of, the Liens created by this Agreement, or to otherwise effectuate the purposes of this Agreement. To the extent permitted by Applicable Law, the Pledgors hereby authorize the Agent to execute and file at any time or times one or more financing statements pursuant to the UCC with respect to any or all of the Collateral. The Pledgors hereby agree that a carbon, photographic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement.

Section 3.05. Disposition of Collateral . Except as expressly permitted by the Note Purchase Agreement or with the Agent’s prior written consent, no Pledgor shall sell, lease, assign, transfer or otherwise dispose of any of the Collateral.

Section 3.06. Reports . Each Pledgor shall report, in form and substance satisfactory to the Agent, such information as the Agent may request from time to time regarding the Collateral.

Section 3.07. Former or Fictitious Names . All corporate or fictitious names and tradenames used by any Pledgor or by which any Pledgor has been known during the preceding five years is set forth on Schedule 3.07 . No Pledgor shall use any corporate or fictitious names other than those set forth with respect to such Pledgor on Schedule 3.07 , unless (i) such Pledgor shall have given the Agent at least thirty (30) days’ prior written notice, (ii) such Pledgor shall have executed and delivered such financing statements and other agreements, instruments, certificates and other documents, and taken such other actions as requested by the Agent, as may be necessary or desirable, in the opinion of the Agent, to perfect or preserve the Liens created by this Agreement, (iii) such financing statements shall have been duly filed under the UCC of each jurisdiction necessary or desirable to perfect or preserve the Liens created by this Agreement and (iv) such change will not impair in any respect the grant, perfection or priority of the Liens created by this Agreement.

Section 3.08. Delivery and Marking of Certain Collateral . The Pledgors shall, upon the request of the Agent, (i) deliver and pledge to the Agent, duly endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Agent may reasonably request, any and all instruments, documents, Stock Certificates and chattel paper that are included in the Collateral, and (ii) keep and stamp or otherwise mark any and all documents and its books and records relating to the Collateral to evidence this Agreement and the Liens granted hereby.

Section 3.09. Notices . Each Pledgor shall advise the Agent promptly, in reasonable detail, at its address set forth in the Note Purchase Agreement, or if not set forth therein, at the address set forth below the signature block of such party in this Agreement, of any Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral.

Section 3.10. Certain Additional Covenants .

(a) If any Pledgor shall, as a result of its ownership of any of the Collateral, become entitled to receive or shall receive any Stock Certificate (including any Stock Certificate issued pursuant to a stock dividend or a distribution in connection with any reclassification or increase or reduction of capital, or any Stock Certificate issued in connection with any reorganization) or any other certificate evidencing any Collateral, such Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly endorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such Stock Certificate or other certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional Collateral. Any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Subsidiary shall be paid over to the Agent to be held as additional Collateral. In case any distribution of capital shall be made on or in respect of the Pledged Equity Interests or any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of the Pledgor or any Subsidiary or pursuant to the reorganization thereof, as applicable, the capital or property so distributed shall be delivered to the Agent to be held as additional Collateral. If any such capital or property so paid or distributed shall be received by any Pledgor, such Pledgor shall, until such capital or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional Collateral.

(b) The Pledgors shall not vote to enable, or take any other action to permit, any Subsidiary to issue any capital stock or other equity securities or to issue any options, rights or other securities convertible into or granting the right to purchase or exchange for any capital stock or other equity securities of any Subsidiary, except for such transactions, if any, as are permitted pursuant to Article 9 of the Note Purchase Agreement. Each Pledgor shall defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever.

(c) In the event that any Pledgor shall acquire any other interest in the Subsidiaries, in each case directly or indirectly, prior to the Termination Date, then at such time, and at such Pledgor’s cost and expense, such Pledgor shall (x) grant to the Agent the same rights in such after-acquired interests as are granted to the Agent herein with respect to the Collateral and (y) execute and deliver such modifications to this Agreement and to all other documents entered into by such Pledgor in connection herewith which may be necessary or desirable to evidence the granting to the Agent of such rights.

ARTICLE 4.

CASH DIVIDENDS; VOTING RIGHTS

Notwithstanding anything to the contrary contained herein, unless an Event of Default shall have occurred and be continuing, the Pledgors shall be permitted to receive all cash dividends paid in the normal course of business of the Subsidiaries, in each case in respect of the applicable Pledged Equity Interests and to exercise all voting and corporate and limited liability company rights with respect to such Pledged Equity Interests; provided , however , that (i) dividends may be paid and may be retained only to the extent permitted by the Note Purchase Agreement, and (ii) no vote shall be cast or other corporate or limited liability company right exercised or other action taken which, in the Agent’s sole discretion, would impair in any respect the rights inuring to the holder of the Pledged Equity Interests or the rights and remedies of any of the Agent or any Purchaser under this Agreement, the Note Purchase Agreement or any other Transaction Document.

ARTICLE 5.

RIGHTS AND REMEDIES UPON DEFAULT

If an Event of Default shall occur and be continuing, the Agent and the Purchasers shall have all of the following rights and remedies, in addition to all other rights and remedies set forth in other sections of this Agreement, in the other Transaction Documents, or provided at law or in equity or otherwise:

Section 5.01. Rights Under UCC . Notwithstanding anything to the contrary contained herein, in addition to all of the rights and remedies contained in this Agreement, in the other Transaction Documents, or provided at law or in equity or otherwise, the Agent and the Purchasers shall have all rights and remedies of a secured party under the UCC.

Section 5.02. Action Pending Disposition . Until the Agent is able to effect a sale or other disposition of the Collateral, the Agent shall have the right to use or take such action with respect to the Collateral, or any part thereof, as it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent shall have no obligation to any Pledgor to maintain or preserve the rights of any Pledgor as against third parties with respect to the Collateral while the Collateral is in the possession of the Agent. The Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of the Agent’s remedies with respect to such appointment without prior notice or hearing.

Section 5.03. Dividends and Voting Rights .

(a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Agent shall have the sole and exclusive right to receive any and all dividends and other distributions paid in respect of the applicable Pledged Equity Interests and make application thereof to the Obligations in such order as the Agent may determine, and (ii) all Pledged Equity Interests shall be registered in the name of the Agent or its nominee, and the Agent or its nominee shall thereafter have the sole and exclusive right to exercise (A) all voting, corporate and other rights pertaining to such Pledged Equity Interests at any meeting of shareholders or interest holders of the Pledgors or the Subsidiaries, as applicable, or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Equity Interests as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of such Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Pledgors or the Subsidiaries, as applicable, or upon the exercise by such Pledgor or the Agent of any right, privilege or option pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Stock Certificates with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it.

(b) The rights of the Agent hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against any Pledgor, the Subsidiaries or against any other Person which may be or become liable in respect of all or any part of the Obligations or Guarantor Obligations, as applicable, or against any Collateral, guarantee therefor or right of offset with respect thereto.

The powers conferred on Agent and/or the Purchasers hereunder are solely to protect the Agent’s and Purchasers’ interest in the Collateral and shall not impose any duty upon Agent or any Purchaser to exercise any such powers. Each of Agent and the Purchasers shall be accountable only for amounts that such party actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees shall be responsible to Pledgor for any act or failure to act hereunder, except for its or their gross negligence, bad faith or willful misconduct. Pledgor grants to Agent this IRREVOCABLE PROXY, to vote all or any part of the Pledged Equity Interests or other Collateral from time to time following the occurrence and during the continuance of an Event of Default in any manner Agent deems advisable in its sole discretion for or against any or all matters submitted, or which may be submitted, to a vote of shareholders (including holders of any equity interests of Pledgor), partners or members, as the case may be, and to exercise all other rights, powers, privileges and remedies to which any such shareholders (including holders of any equity interests of Pledgor), partners or members would be entitled (including, without limitation, giving or withholding written consents of holders of equity interests of Pledgor, calling special meetings of the holders of the equity interests of and voting at such meetings). The irrevocable proxy granted hereby is effective automatically upon the occurrence and during the continuation of an Event of Default without the necessity that any action (including, without limitation, that any transfer of any of the Pledged Equity Interests or other Collateral be recorded on the books and records of Pledgor) (except any notice required by law (that cannot be waived) or otherwise required hereby) be taken by any Person (including Pledgor of any Pledged Equity Interests or other Collateral or any officer or agent thereof), is coupled with an interest and shall be irrevocable, shall survive the bankruptcy, dissolution or winding up of Pledgor, and shall terminate only on the Termination Date.

Section 5.04. Remedies . If an Event of Default shall occur and be continuing, the Agent may forthwith collect, receive, appropriate, and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Pledgor, which right or equity is hereby waived and released. The Agent shall apply any Proceeds from time to time held by it and the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Agent hereunder, including reasonable attorneys’ fees and expenses, to the payment in whole or in part of the Obligations or Guarantor Obligations, as applicable, in such order as the Agent may elect. To the extent permitted by Applicable Law, each Pledgor waives all claims, damages and demands it may acquire against the Agent arising out of the exercise of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by Applicable Law, such notice shall be deemed reasonable and proper if given at least 5 days before such sale or other disposition.

Section 5.05. Sale Rights; Private Sales .

(a) Each Pledgor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Equity Interests, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “ Securities Act ”), and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may result in terms less favorable to such Pledgor and the Agent than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. After providing the Pledgors with such notice, if any, as required by Applicable Law, the Agent shall be under no obligation to delay a sale of any of the Pledged Equity Interests for the period of time necessary to permit the Pledgors or the Subsidiaries, as applicable, to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgors or the Subsidiaries, as applicable, would agree to do so.

(b) The Pledgors further agree to use their respective commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity Interests pursuant to this Agreement valid and binding and in compliance with any and all other Applicable Laws of any and all Governmental Authorities having jurisdiction over any such sale or sales, all at the Pledgors’ cost and expense. The Pledgors further agree that a breach of any of the covenants contained in this Section will cause irreparable injury to the Agent, that the Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Pledgors, and the Pledgors hereby waive and agree not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred or is continuing.

Section 5.06. Power of Attorney. Pledgor hereby irrevocably constitutes and appoints Agent (acting through any officer of Agent) for the ratable benefit of itself and the Purchasers as Pledgor’s true and lawful attorney, with full power of substitution, following the occurrence of and during the continuation of an Event of Default, to take any of the following actions: (i) prosecute, defend, compromise, or release any action relating to the Collateral; (ii) sign change of address forms to change the address to which Pledgor’s mail is to be sent to such address as Agent shall designate; receive and open Pledgor’s mail; (iii) endorse the name of Pledgor in favor of Agent upon any and all checks, drafts, notes, acceptances, or other items or instruments; sign and endorse the name of Pledgor on, and receive as secured party, any of the Collateral, any invoices, schedules of Collateral, freight or express receipts, or bills of lading, storage receipts, warehouse receipts, or other documents of title respectively relating to the Collateral; (iv) take all such action as may be necessary to obtain the payment of any letter of credit and/or banker’s acceptance of which Pledgor is a beneficiary; (v) file any claims or take any action or institute any proceeding that Agent may reasonably deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Agent and the Purchasers with respect to the Collateral; (vi) to execute, in connection with the sale provided for herein, any endorsement, assignments, or other instruments of conveyance or transfer with respect to the Collateral, including, without limitation, to transfer or cause the transfer of the Collateral, or any part thereof, on the books of any entity issuing such Collateral, to the name of Agent or any nominee; (viii) to cause any entity issuing such Collateral to issue new certificates relating to the Pledged Equity Interests and deliver same to Agent; (ix) to affix to any certificates and documents representing the Pledged Equity Interests, the stock powers delivered with respect thereto; (x) use, license or transfer any or all general intangibles of Pledgor; and (xi) take any other action as Agent in its sole discretion deems reasonably necessary or appropriate to preserve, protect and enforce the security interests granted hereunder. In connection with all powers of attorney described above, Pledgor hereby grants unto Agent (acting through any of its officers) full power to do any and all things necessary or appropriate in connection with the exercise of such powers as fully and effectually as Pledgor might or could do, hereby ratifying all that said attorney shall do or cause to be done by virtue of this Agreement. No power of attorney set forth above shall be affected by any disability or incapacity suffered by Pledgor and each shall survive the same. All powers conferred upon Agent herein, being coupled with an interest, shall be irrevocable until the Termination Date. Notwithstanding anything herein to the contrary, Pledgor hereby appoints Agent its power of attorney to sign Pledgor’s name on any documents necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred until the Termination Date.

Section 5.07. Waiver of Bond . In connection with the foregoing remedies, the Pledgors and the Agent hereby waive the posting of any bond which might otherwise be required.

Section 5.08. Waiver of Claims . To the extent permitted by Applicable Law, each Pledgor waives all claims, damages and demands that it may acquire against the Agent arising out of the exercise by the Agent of any rights hereunder; provided , however , that each Pledgor does not waive any claims, damages and demands arising from the Agent’s gross negligence or willful misconduct. The Agent may exercise all rights and remedies contained in this Agreement, in other Transaction Documents, or provided at law or in equity or otherwise, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law and expressly provided herein) to or upon the Pledgors or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived).

Section 5.09. Irrevocable Authorization and Instruction to Subsidiaries . The Pledgors hereby irrevocably authorize and instruct the Subsidiaries, if an Event of Default shall occur and be continuing, to comply with any instruction received by such party from the Agent in writing, without any other or further instructions from the applicable Pledgor, and the Pledgors agree that the Subsidiaries, shall be fully protected in so complying.

ARTICLE 6.

PURCHASERS’ EXPENSES

Without limiting any Pledgor’s obligations under the Note Purchase Agreement or the other Transaction Documents, each Pledgor shall be jointly and severally liable to the Agent and the Purchasers for any reasonable out of pocket costs and expenses (including all reasonable fees and disbursements of external counsel to the Agent and the Purchasers) incurred by the Agent or the Purchasers which may arise under, out of, or in connection with, this Agreement, the Notes, any other Transaction Document and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, guaranties, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, and any and all reasonable sums, costs and expenses which the Agent or the Purchasers may pay or incur pursuant to the provisions of this Agreement or in defending, protecting or enforcing the Liens granted herein or otherwise in connection with the provisions hereof, in each case including (i) all search, filing and recording fees and expenses, (ii) all fees and expenses for the service and filing of papers, fees of marshals, sheriffs, custodians, auctioneers and others, reasonable travel expenses, court costs and collection charges, and (iii) all fees and expenses, appraisal fees, taxes, levies and reasonable attorneys’ and accountants’ fees and expenses (x) in connection with the repossession, holding, preparation for sale and sale of the Collateral, (y) with respect to, or resulting from any delay in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral, or (z) with respect to, or resulting from, any delay in complying with any Requirement of Law applicable to any of the Collateral. All such liabilities shall be part of the Obligations and shall be payable upon demand.

ARTICLE 7.

MISCELLANEOUS

Section 7.01. Authority of Agent and Purchasers . As between the Agent, Purchasers and each Pledgor, the Agent and Purchasers shall be conclusively presumed to be acting with full and valid authority so to act or refrain from acting, and each such Pledgor shall not be under any obligation, or entitlement, to make any inquiry respecting such authority.

Section 7.02. Powers Coupled with an Interest . All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

Section 7.03. Limitation on Duties Regarding Preservation of Collateral . The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar property for its own account. Neither the Agent nor any of its respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Pledgor or otherwise.

Section 7.04. Payment of Dollars . The Pledgors shall make any payment required to be made hereunder in lawful money of the United States of America and in immediately available funds to the Agent, for the benefit of the Purchasers.

Section 7.05. Amendments and Waivers; Remedies Cumulative . No amendment, modification, termination or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the Agent (with the consent of the Required Purchasers, or if required by the Note Purchase Agreement, all the Purchasers) and the Pledgors. No failure on the part of the Agent or the Purchasers to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right.

All remedies set forth in this Agreement and the other Transaction Documents, or provided at law or in equity, are cumulative.

Section 7.06. Survival . The obligations of the Pledgors under Article 6 shall survive the termination of this Agreement.

Section 7.07. Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that (x) no Pledgor may assign its rights or obligations hereunder without the written consent of the Agent (and any such assignment or transfer without such consent shall be null and void) and (y) the Agent and the Purchasers may assign their rights or obligations hereunder except to the extent prohibited by the Note Purchase Agreement. No sales, assignments, transfers or other dispositions of any agreement governing or instrument evidencing the Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Agent, for its benefit and the benefit of the Purchasers, hereunder, subject to the rights of any such assignee.

Section 7.08. Notices . All notices, approvals, requests, demands and other communications hereunder to be delivered to any Pledgor and all notices, approvals, requests, demands and other communications hereunder shall be given in accordance with the notice provision of the Note Purchase Agreement.

Section 7.09. Setoff . Each Pledgor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim the Agent may otherwise have, the Agent shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Pledgors at any of the Agent’s offices, in Dollars or in any other currency, against any amount payable by the Pledgors to the Agent, for the benefit of the Purchasers, under this Agreement which is not paid when due (regardless of whether such balances are then due to the Pledgors), in which case it shall promptly notify the Pledgors and the Agent thereof; provided that the Agent’s failure to give such notice shall not affect the validity thereof. Payments by any Pledgor under any Transaction Document shall be made without setoff or counterclaim.

Section 7.10. JURISDICTION; JURY TRIAL; WAIVER .

(a) EACH PLEDGOR HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PLEDGOR HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12.02 OF THE NOTE PURCHASE AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.

(b) EACH PLEDGOR HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH PLEDGOR (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT THE AGENT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN

To the extent that any Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its Property, such Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the other Transaction Documents.

Section 7.11. Termination . This Agreement and the security interest granted hereby shall terminate when all of the Obligations or Guarantor Obligations, as applicable, have been indefeasibly paid in full (the “ Termination Date ”). Upon such termination, the Agent hereby agrees, at the request of and at the sole cost and expense of Pledgors, to execute and deliver such documents as are reasonably necessary to release their Liens in the Collateral and shall return the Collateral to the Pledgors.

Section 7.12. Headings . The headings and captions hereunder are for convenience only and shall not affect the interpretation or construction of this Agreement.

Section 7.13. Severability . The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

Section 7.14. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS OR INSTRUMENTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN SUCH STATE.

Section 7.15. WAIVER OF CERTAIN DAMAGES . EXCEPT AS PROHIBITED BY LAW EACH PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PLEDGOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE AGENT TO ACCEPT THIS AGREEMENT AND FOR THE PURCHASERS TO MAKE THE LOANS AND OTHER EXTENSIONS OF CREDIT PURSUANT TO THE NOTE PURCHASE AGREEMENT .

Section 7.16. Counterparts . Facsimile or electronic transmissions of any executed original document and/or retransmission of any executed facsimile or electronic transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto, the other parties hereto shall confirm facsimile or electronic transmissions by executing duplicate original documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

Section 7.17. General Terms and Conditions . In addition to and without limitation of any of the foregoing, this Agreement shall be deemed to be a Transaction Document and shall otherwise be subject to all of the general terms and conditions contained in Article 12 of the Note Purchase Agreement, mutatis mutandi .

Section 7.18. Additional Pledgors . It is understood and agreed that any Subsidiary that desires to become a Pledgor hereunder, or is required to become a party to this Agreement after the date hereof pursuant to the requirements of the Note Purchase Agreement or any other Transaction Document, shall become a Pledgor hereunder by (x) executing a joinder agreement in form and substance satisfactory to the Agent, (y) delivering supplements to Schedules hereto as are necessary to cause such Schedules to be complete and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in this Agreement as would have been taken by such Pledgor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Agent.

Section 7.19. Pledged Equity Interests . Without limiting the foregoing provisions of this Agreement, each of the undersigned Subsidiaries of Holdings that is a limited liability company, partnership or joint venture (i) acknowledges the pledge of the Pledged Equity Interests issued by it pursuant to the terms of this Agreement and agrees to register such pledge in its books and records, and (ii) agrees, upon receipt of notice from Agent of the occurrence and during the continuance of an Event of Default, to comply with the written instructions originated by Agent, without further consent of the registered holder of such Pledged Equity Interests, including, without limitation, instructions to pay and remit to Agent (or Agent’s designees) all distributions and other amounts payable to its equity holders (upon redemption, termination and dissolution of the undersigned or otherwise), and to transfer to, and register such Pledged Equity Interests in the name of, Agent, for the benefit of the Purchasers, or Agent’s designee.

The remainder of this page is intentionally left blank. Signatures follow.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

PLEDGORS:

	MERIDIAN WASTE SOLUTIONS, INC., a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Chief Executive Officer

	BROOKLYN CHEESECAKE & DESSERT ACQUISITION CORP. a New York corporation

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		President

	HERE TO SERVE – MISSOURI WASTE DIVISION, LLC, a Missouri limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	HERE TO SERVE – GEORGIA WASTE DIVISION, LLC, a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

	MERIDIAN LAND COMPANY, LLC, a Georgia limited liability company

	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Manager

AGENT:

	PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP

Date		/s/ Praesidian Capital Opportunity GP III, LLC, its General Partner

		By:
		Name:
		Title:

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Cosman, certify that:

1.	I have reviewed this Form 10-Q of Meridian Waste Solutions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 16, 2015	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Principal Executive Officer Meridian Waste Solutions, Inc.

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey Cosman, certify that:

1.	I have reviewed this Form 10-Q of Meridian Waste Solutions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 16, 2015			By:	/s/ Jeffrey Cosman
				Jeffrey Cosman
				Principal Financial Officer Meridian Waste Solutions, Inc.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Meridian Waste Solutions, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Jeffrey Cosman, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 16, 2015	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Principal Executive Officer Meridian Waste Solutions, Inc.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Meridian Waste Solutions, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2015, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Jeffrey Cosman, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: November 16, 2015	By:	/s/ Jeffrey Cosman
		Jeffrey Cosman
		Principal Financial Officer Meridian Waste Solutions, Inc.