Meridian Waste Solutions, Inc. (Form: 8-K, Received: 09/01/2016 17:01:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2016

MERIDIAN WASTE SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

New York	001-13984	13-3832215
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

12540 Broadwell Road, Suite 2104

Milton, GA 30004

(Address of principal executive offices)

(404) 539-1147

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Closing of Securities Purchase Agreement – Series C Preferred Stock

On August 26, 2016, the Company completed a closing (the “ Closing ”) of a private placement offering to accredited investors (the “ Offering ”) of up to $4,000,000 of Series C Preferred Stock, having a stated value of equal to $100 per share and a par value of $0.001 per share, and providing for dividends at a rate of 8% per annum.

In connection with the Closing, the Company entered into a definitive securities purchase agreement (the “ Securities Purchase Agreement ”) with one (1) accredited investor (the “ Investor ”), and issued an aggregate of 5,000 shares of Series C Preferred Stock for aggregate gross proceeds to the Company of $500,000.

The Company utilized the services of a FINRA registered placement agent for the Offering. In connection with the Closing, the Company will pay such placement agent an aggregate cash fee of $31,250 and will issue to such placement agent or its designees 7,812 shares of Common Stock. The net proceeds to the Company from the Closing, after deducting the foregoing fees and other Offering expenses, are expected to be approximately $468,750.

The Company intends to use the proceeds of the placement for capital expenditures. The Closing occurred following the satisfaction of customary closing conditions.

From July 20, 2016 through August 26, 2016, the Company completed closings of the Offering (including the Closing) with an aggregate of four (4) accredited investors and issued an aggregate of 12,750 shares of Series C Preferred Stock for aggregate gross proceeds to the Company of $1,275,000.

The representations and warranties contained in the Securities Purchase Agreement were made by the parties to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements, and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and their agreements.

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

Securities Exchange Agreements

Effective August 26, 2016, the Company entered into securities exchange agreements (the “ Securities Exchange Agreements for First 2016 Private Placement ”) with all of investors (the “ First 2016 Private Placement Investors ”) who participated in a private placement offering of the Company’s common stock from March 23, 2016 through April 8, 2016, purchasing an aggregate of 1,428,571 shares for an aggregate of $1,600,000 (the “ First 2016 Private Placement ”), pursuant to which the First 2016 Private Placement Investors agreed to exchange the shares of common stock received in the First 2016 Private Placement, and all of the rights attached thereto (including, the rights associated with the “true-up” adjustment), on a dollar for dollar basis, for 16,000 shares of Series C Preferred Stock (the “ First 2016 Private Placement Series C Exchange ”).

Effective August 26, 2016, the Company entered into securities exchange agreements (the “ Securities Exchange Agreements for Second 2016 Private Placement ” with all of investors (the “ Second 2016 Private Placement Investors ”) who participated in a private placement offering, as amended, of the Company’s common stock from June 3, 2016 through June 29, 2016, purchasing an aggregate of 625,000 shares for an aggregate of $700,000 (the “ Second 2016 Private Placement ”), pursuant to which the Second 2016 Private Placement Investors agreed to exchange the shares of common stock received in the Second 2016 Private Placement, and all of the rights attached thereto (including, the warrant issued in connection therewith), on a dollar for dollar basis, for 7,000 shares of Series C Preferred Stock (the “ Second 2016 Private Placement Series C Exchange ” and, together with the First 2016 Private Placement Series C Exchange, the “ Series C Exchange ”).

Following the Series C Exchange, the 2016 First Private Placement Investors no longer hold any rights under the First 2016 Private Placement and the Second 2016 Private Placement Investors no longer hold any rights under the Second 2016 Private Placement, and all common stock issued thereunder, and warrants issued in connection therewith, will be cancelled. The Company did not receive any cash proceeds from the Series C Exchange.

The above descriptions of the Securities Exchange Agreement for First 2016 Private Placement and the Securities Exchange Agreement for Second 2016 Private Placement do not purport to be complete and are qualified in their entirety by the full text of the forms of such documents, which are attached as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The securities issued pursuant to the Offering were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it 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 since 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, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description

10.1	Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 25, 2016)
10.2	Form of Exchange Agreement for First 2016 Private Placement*
10.3	Form of Exchange Agreement for Second 2016 Private Placement*

* filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERIDIAN WASTE SOLUTIONS, INC.


Date: September 1, 2016	By:	/s/ Jeffrey Cosman
		Name: Jeffrey Cosman
		Title: Chief Executive Officer

Exhibit 10.2

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement (this “ Agreement ”) is dated as of August ___, 2016 by and between Meridian Waste Solutions, Inc., a New York corporation (the “ Company ”), and that certain investor listed on the signature page attached hereto (the “ Investor ”).

WHEREAS, the Investor currently holds [●] shares of the Company’s Common Stock, par value $0.025 per share (the “ Common Shares ”), that were issued pursuant to that certain Subscription Agreement between the Company and the Subscriber dated as of [●] in the amount of [●] (the “ Subscription Agreement ”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement the Company desires to issue [●] shares of the Company’s Series C Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as described in Exhibit A attached hereto (the “ Preferred Shares ”) and the Investor desires to accept the Preferred Shares in exchange for the cancellation and return to treasury of the Common Shares (the “ Exchange ”), it being expressly acknowledged and agreed that the Exchange shall be on a dollar-for-dollar basis, such that the aggregate number of Preferred Shares subject to the Exchange shall equal the aggregate number of Common Shares subject to the Exchange (x) multiplied by 1.12 and (y) divided by 100.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions . In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:

“ Affiliate ” means any Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 promulgated under the Securities Act;

“ Board of Directors ” means the board of directors of the Company;

“ Business Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close;

“ Closing ” means the consummation of the Exchange pursuant to Section 2.1 hereof;

“ Closing Date ” means the Trading Day on which this Agreement has been executed and delivered by the applicable parties hereto, and all conditions precedent to (i) the Investor’s obligation to proceed with the Closing and (ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived;

“ Commission ” means the United States Securities and Exchange Commission;

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such Common Stock may hereafter be reclassified or changed;

“ Exchange ” shall have the meaning assigned to that term in the Recitals to this Agreement.

“ Interest Amount ” shall have the meaning assigned to that term in the Recitals to this Agreement.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction;

“ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind;

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened;

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule;

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“ Trading Day ” means a day on which the principal Trading Market is open for trading; and

“ Trading Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the NYSE Euronext, the OTC Bulletin Board or OTC Markets (or any successors to any of the foregoing).

ARTICLE II.

EXCHANGE

2.1 Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, concurrent with the execution and delivery of this Agreement by the parties hereto, the Company shall issue to the Investor in exchange for the Common Shares, the Preferred Shares, in accordance with Section 2.3(a) hereof. Upon satisfaction of the covenants and conditions set forth in Sections 2.2, 2.3 and 2.4 hereof, the Closing shall occur.

2.2 Cancellation of Adjustment Right . The Investor acknowledges and agrees that the rights described in Section 4 of the Subscription Agreement are hereby cancelled, and such Section 4 is of no further force or effect.

2.3

Deliveries .

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Investor the following:

(i)

this Agreement duly executed by the Company; and

(ii) the Preferred Shares.

(b) On or prior to the Closing Date, the Investor shall deliver or cause to be delivered to the Company the following:

(i)

this Agreement duly executed by the Investor; and

(ii)

the original stock certificate(s) evidencing the Common Shares.

2.4

Closing Conditions .

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of Investor contained herein (unless expressly stated herein as of a specific date);

(ii) all obligations, covenants and agreements of Investor required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by Investor of the items set forth in Section 2.3(b) of this Agreement.

(b) The obligations of the Investor hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless expressly stated herein as of a specific date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by the Company of the items set forth in Section 2.3(a) of this Agreement.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company . The Company hereby makes the following representations and warranties to the Investor:

(a) Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and to otherwise carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company and the Board of Directors in connection herewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof and upon receipt of Investor’s signature page to this Agreement, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Issuance of the Preferred Shares . The Preferred Shares shall be duly authorized, issued and paid for in accordance with this Agreement, shall be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in this Agreement.

(c) Holding Period for the Preferred Shares . Pursuant to Rule 144, it is intended that the holding period of the Preferred Shares shall tack back to the date of the Subscription Agreement. The Company agrees not to take a position contrary to this Section 3.1(c). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue to the shares of common stock without restriction and not containing any restrictive legend without the need for any action by the Investor; provided such action is permitted by applicable law.

(d) General Solicitation . The Company has not undertaken any advertisement, article, notice or other communication with regards to the Exchange or otherwise published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement, regarding the Exchange.

3.2 Representations, Warranties and Covenants of Investor . Investor hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a) Organization and Standing of Investor . If Investor is an entity, Investor is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. If the Investor is a natural person, Investor has the legal capacity and power to enter into this Agreement.

(b) Authorization and Power . Such Investor has the requisite power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by such Investor, and the consummation by such Investor of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no further consent or authorization of Investor or its board of directors, manager(s), trustee, stockholders, partners, members or beneficiaries, as applicable, is required. This Agreement has been duly authorized, executed and delivered by such Investor and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Investor, enforceable against Investor in accordance with the terms thereof.

(c) No Conflicts . The execution, delivery and performance of this Agreement by Investor and the consummation by the Investor of the transactions contemplated herein do not and will not (i) conflict with or violate any provision of the Investor’s charter or other organizational documents or (ii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction decree or other restriction of any court or governmental authority to which the Investor is subject (including federal and state securities laws and regulations), or by which any property or asset of the Investor is bound or affected.

(d) Filings, Consents and Approvals . The Investor is not required to obtain any approval, consent, waiver, authorization or order of, give any notice to, or make any filing, qualification or registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection with the execution, delivery and performance by the Investor of this Agreement or the Common Shares.

(e) General Solicitation . The Investor is not exchanging the Common Shares for the Preferred Shares as a result of any advertisement, article, notice or other communication regarding the Preferred Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(f) Receipt of Information . The Investor believes it has received all the information it considers necessary or appropriate for deciding whether to exchange the Common Shares for the Preferred Shares. Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Preferred Shares and the business, properties and financial condition of the Company and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. The Investor represents and warrants that it has reviewed the form of Securities Purchase Agreement for the offering of up to $4,000,000 of the Preferred Shares, including the Certificate of Designations, Preferences and Rights of the Preferred Shares attached thereto, which is attached hereto as Exhibit B, and is included as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on July 25, 2016.

ARTICLE IV.

MISCELLANEOUS

4.1 Fees and Expenses . Each party hereto shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of the Preferred Shares to the Investor.

4.2 Entire Agreement . This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties hereto acknowledge have been merged into such documents, exhibits and schedules.

4.3 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, and confirmation of transmission shall have been received, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, and confirmation of transmission shall have been received, (c) the second (2 nd ) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given if delivered by hand or by registered or certified mail, return receipt requested. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

4.4 Amendments; Waivers . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party hereto to exercise any right hereunder in any manner impair the exercise of any such right.

4.5 Headings . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

4.6 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor (other than by merger). The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any of the Preferred Shares, provided that such transferee agrees in writing to be bound, with respect to the Preferred Shares, by the provisions of this Agreement that apply to the Investor.”

4.7 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party hereto agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of, any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement, and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then, the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

4.8 Survival . The representations and warranties contained herein shall survive the Closing and the delivery of the Common Shares.

4.9 Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

4.10 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

4.11 Replacement of Shares . If, subsequent to the date hereof, any certificate or instrument evidencing any of the Preferred Shares or Common Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement certificates.

4.12 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

4.13 Construction . The parties hereto agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. In addition, each and every reference to share prices and shares of Common Stock in this Agreement shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions that occur after the date of this Agreement.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

MERIDIAN WASTE SOLUTIONS, INC.	Address for Notice: 12540 Broadwell Road, Suite 2104
	Milton, GA 30004
By:________________________________________ Name: Jeffrey Cosman Title: Chief Executive Officer With a copy to (which shall not constitute notice):
Lucosky Brookman LLP 101 Wood Avenue South, 5 th Floor Iselin, NJ 08830 Attn: Scott E. Linsky, Esq. Fax: (732) 395-4401

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR THE INVESTOR FOLLOW]

[INVESTOR SIGNATURE PAGE TO SECURITIES EXCHANGE AGREEMENT]

IN WITNESS WHEREOF, the undersigned has caused this Securities Exchange Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Investor:

Signature of Investor : __________________________

Subscription Agreement Date:

Subscription Agreement Amount:

Common Shares Exchanged:

Series C Preferred Shares Exchanged:

Exhibit A

Certificate of Designations

(see attached)

Exhibit 10.3

SECURITIES EXCHANGE AGREEMENT

WHEREAS, in connection with the Subscription Agreement, the Investor was issued Warrant [●] (the “Warrant”); and

WHEREAS, subject to the terms and conditions set forth in this Agreement the Company desires to issue [●] shares of the Company’s Series C Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as described in Exhibit A attached hereto (the “ Preferred Shares ”) and the Investor desires to accept the Preferred Shares in exchange for (i) the cancellation and return to treasury of the Common Shares and (ii) the cancellation of the Warrant (the “ Exchange ”), it being expressly acknowledged and agreed that the Exchange shall be on a dollar-for-dollar basis, such that the aggregate number of Preferred Shares subject to the Exchange shall equal the aggregate number of Common Shares subject to the Exchange (x) multiplied by 1.12 and (y) divided by 100.