Exhibit 10.1


 


Membership
Interest Purchase Agreement





 


This Membership Interest
Purchase Agreement (this “Agreement”) is entered into as of January 5, 2018 (the “Effective Date”),
by and between Meridian Waste Missouri, LLC, a Missouri limited liability company (“Buyer” or “Purchaser”),
Keith A. Wilson, as Trustee of the Keith A. Wilson Living Trust dated January 31, 2008 (“Seller”) and Keith
A. Wilson, individually, a resident of the State of Missouri (“Guarantor”). Buyer, Seller and Wilson are referred
to collectively herein as the “Parties” and each a “Party.”


 


BACKGROUND FACTS


 


Seller owns all legal
and beneficial right, title and interest in and to all of the issued and outstanding membership interests of Wilson Waste Systems,
LLC, a Missouri limited liability company (“Company”).


 


The Company owns a
residential, commercial roll-off, and front load solid waste collection, transportation and disposal business, (the “Business”),
together with all applicable state and local Permits, Governmental Authorizations, Consents, Approvals, licenses, and any other
permits and approvals necessary or required to own and operate the Business.


 


Buyer desires to purchase
and acquire from Seller all of the issued and outstanding membership interests of the Company, and Seller desires to sell all
of the issued and outstanding membership interests of the Company to Buyer, all in accordance with the terms and conditions set
forth in this Agreement.


 


Guarantor, as primary
beneficiary of Seller shall be materially benefitted by Buyer’s performance of its obligations hereunder and has agreed
to be bound by certain provisions of this Agreement.


 


RECITAL OF CONSIDERATION


 


Now, therefore, in
consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which is
hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


Section
1

DEFINITIONS AND USAGE


 


1.1 Definitions.
For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires, initially
capitalized terms used in this Agreement have the meanings set forth in Schedule 1.1.


 


1.2 Interpretation
and Usage. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number
and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such
successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such
Person in any other capacity or individually; (c) reference to any gender includes the other gender and the neuter, as applicable;
(d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and
in effect from time to time in accordance with the terms thereof; (e) reference to any Legal Requirement means such Legal Requirement
as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision
of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification,
replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,”
and words of similar import will be deemed references to this Agreement as a whole and not to any particular Section or other
provision hereof or any Exhibit or Schedule attached hereto; (g) “including” (and with correlative meaning “include”
and “includes”) means including, without limiting the generality of any description preceding such term, and will
be deemed to be followed by the words “without limitation”; (h) Section headings are provided for convenience of reference
only and will not affect the construction or interpretation of any provision hereof; (i) any references to “Section”,
“Schedule” or “Exhibit” followed by a number or letter or combination of the two refers to the corresponding
Section, Schedule or Exhibit of or to this Agreement; (j) with respect to the determination of any period of time, “from”
means “from and including” and “to” means “to but excluding”; and (k) references to documents,
instruments or agreements will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.


 



     


     


    

 


1.3 Legal Representation
of the Parties. This Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction
or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party will not apply to any construction
or interpretation hereof.


 


1.4 Incorporation
by Reference. The Parties agree that the Background Facts set forth above are true and correct and are hereby incorporated
herein by this reference.


 


Section
2

PURCHASE OF THE MEMBERSHIP INTERESTS FROM THE SELLER


 


2.1 Purchase and
Sale of Membership Interests. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from
Seller, and Seller agrees to sell to Buyer, all of the membership interests in the Company, free and clear of all Liens (the “Membership
Interests”), for the consideration specified in Section 2.2.


 


2.2 Consideration.
For and in consideration of the sale, assignment, transfer and conveyance of the Membership Interests by Seller, Buyer agrees
to pay to Seller, as follows (the “Purchase Price”):


 


(i) At the Closing,
Three Million Six Hundred Fifty Five and no/100 Dollars ($3,655,000.00), less applicable deductions, shall be delivered by
Buyer to Seller by wire transfer pursuant to the wiring instructions set forth on Schedule 2.2(i) (“Wiring
Instructions”);


 


(ii) The Purchase
Price shall be allocated in accordance with Schedule 2.2(ii) After the Closing, the Parties shall make consistent
use of the allocation, fair market value and useful lives specified in Schedule 2.2(ii) for all Tax purposes and
in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section
1060 of the Code. In any proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent
that such allocation is not a correct allocation.


 


2.3 Closing Date.
Unless Buyer and Seller otherwise agree, the purchase and sale of the Membership Interests will take place on December 27, 2017,
by facsimile transmission or by electronic mail in PDF format of all required documents (with the original executed documents
to be delivered by overnight courier) to the offices of Richard J. Dreger, located at 11660 Alpharetta Highway, Building 700,
Suite 730, Roswell, Georgia 30076. Upon facsimile or other electronic exchange of the executed Closing documents, and written
confirmation that originals will be delivered to the receiving party the next business day along with authorization to release
same from escrow, Buyer will initiate the wire transfer of the Purchase Price (such date to be referred to as the “Closing
Date” or “Closing”). At Closing, all of Seller’s right, title and interest in and to the Membership
Interests and in any such right, title or interest that Seller may have or had with respect to the Business will be transferred
and conveyed to Buyer free and clear of all Liens.


 






    	 	-2-	 



     


    

 


2.4 Payment of
Current Seller Liabilities; Retained Liabilities.


 


(a) Schedule 2.4
(to be updated immediately prior to Closing) lists (i) the amount of the aggregate Indebtedness of the Company outstanding
on the Closing Date all of which is to be paid at the Closing together with all prepayment penalties and costs incurred or to
be incurred in connection with the repayment of any such Indebtedness; (ii) the aggregate amount of all undischarged judgments
against the Company; (iii) the aggregate amount of all obligations secured by Tax liens against the Company, (iv) the total
of the aggregate mortgage debt secured by, and the judgment liens encumbering, and the federal Tax liens filed against, any of
the Assets, including the Properties, (v) the amount of any and all Liabilities or obligations of the Company pursuant to any
employment Contract, severance agreement or Contract, any bonus program or plan, all Employee Benefit Plans and all other employee
benefit plans and other employee benefits, and any Liability relating to payroll, vacation, sick leave, workers' compensation,
unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other
employee plans or benefits of any kind for the current or former employees of the Company; (vi) any Liability arising out of or
relating to services performed by the Company in connection with the Business before the Closing Date; (vii) any Liability under
any Company Contract that arises after the Closing Date out of or relating to any Breach or other action that occurred before
the Closing Date; (viii) any Liability under any Excluded Contract; (ix) any Liability for Taxes including (A) any Taxes relating
to or arising as a result of the operation of the Business prior to the Closing Date, (B) any Taxes that will arise as a result
of the sale of the Membership Interests pursuant to this Agreement, excepting Seller’s federal or state tax liabilities
arising from the sale of the Membership Interests, and (C) any deferred Taxes of any nature; (x) any Environmental, Health and
Safety Liability arising out of or relating to the operation of the Business and the operation and occupation of the Properties
or the leasing, ownership or operation of any Asset; (xi) (A) any Liability under any employment, severance, retention or termination
agreement with any employee of the Company, (B) any Liability arising out of or relating to any employee grievance whether or
not the affected employees are hired by Buyer; and (C) any Liability to indemnify, reimburse or advance amounts to any officer,
director, member, manager, employee or agent of the Company; (xii) any Liability arising out of any Proceeding or Current Litigation
with respect to the Company, the Business or the Assets, (xiii) any Liability arising out of or resulting from either Seller’s
or the Company’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xiv) any Liability
of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions; (xv) any Liability
of Seller or the Company based upon Seller's acts or omissions, or the Company’s acts or omissions occurring after the Closing
Date; (subsections (i)-(xvi), collectively “Current Seller Liabilities” and each a “Current Seller
Liability”). Schedule 2.4, when delivered and updated at Closing by the Parties, will include wire transfer
instructions for creditors holding Indebtedness, any Current Seller Liabilities, and any other Seller Liabilities, and attached
to Schedule 2.4 will be pay-off letters or instructions from such creditors in the form acceptable to Buyer, provided,
however, that ordinary trade debt and liabilities for debts incurred prior to Closing but not received by the Company as of Closing
(“Post Closing Ordinary Trade Debt”) will be paid by Seller by check immediately following Closing, but in no event
later than ten (10) days after the Company shall have received same.


 


(b) Prior to or at the
Closing (with the exception of Ordinary Trade Debt), Seller will pay all Current Seller Liabilities not previously discharged
by Seller by deduction from the Purchase Price closing payment described in Section 2.2(a) above and pursuant to pay-off
letters or instructions from such creditors in the form acceptable to Buyer. Following the Closing, Seller will promptly obtain
a release and discharge of all Indebtedness and all Current Seller Liabilities and will file all applicable lien discharges and
releases from such creditors and deliver copies of such filings to Buyer. In addition, at Closing, Seller shall also pay by deduction
from the Purchase Price the (i) closing payment described in Section 2.4(a) above, (ii) all Indebtedness and Liabilities
of every kind or nature of the Company or the Seller, including Current Litigation Matters; (iii) all Liabilities, costs, fees
and expenses associated with, resulting from or associated with any Proceeding or other litigation matter of the Company or the
Seller; and (iv) all Indebtedness and Liabilities of every kind or nature of the Company or the Seller not disclosed on Schedule
2.4; (collectively, subsections (i) – (iv) and the Current Seller Liabilities, the “Retained Liabilities”).
All such Retained Liabilities shall remain the exclusive responsibility of Seller and will be assigned to, retained, paid, performed
and discharged exclusively by Seller and will not be retained by the Company nor assumed or acquired by, or conveyed or transferred
to, Buyer or any Related Person of Buyer. Seller shall at all times indemnify, defend and hold Buyer and any Related Person of
Buyer and the Company harmless from and against any claim or liability arising from the Retained Liabilities and Current Seller
Liabilities.


 






    	 	-3-	 



     


    

 


2.5 Closing Obligations.


 


(a) Deliveries by
Seller. At the Closing, Seller will deliver to Buyer: (i) the various certificates, instruments, and documents referred to
in Section 6.1; and (ii) certificates representing all of the issued and outstanding Membership Interests of the Company,
endorsed in blank or accompanied by duly executed assignment documents in form and substance approved by Buyer.


 


(b) Deliveries by
Buyer. At the Closing, Buyer will deliver to Seller: (i) the various certificates, instruments, and documents referred to
in Section 6.2; and (ii) the applicable consideration specified in Section 2.2.


 


2.6 Retained Assets.
Specifically excluded from the transaction contemplated by this Agreement shall be those items listed on Schedule 2.6
which identifies certain assets to be distributed from the Company to Seller or Guarantor at Closing.


 


2.7 Closing Costs;
Expenses.


 


(a) Seller agrees to
pay all documentary stamp tax or other transfer taxes relating to the transfer of the Membership Interests to Buyer within the
State of Missouri. Seller shall be solely responsible for all State or Federal income Taxes or similar Taxes imposed on Seller
as a result of the Contemplated Transactions. Seller acknowledges and agrees that neither the Buyer nor the Company shall have
a duty or obligation to pay any Taxes attributable to Seller as a result of the purchase and sale of the Membership Interests.


 


(b) Each Party shall
be solely responsible for any legal or accounting fees, brokerage or finders’ fees or agents’ commissions or other
similar payments incurred by or agreed to by such Party in connection with the execution and delivery of this Agreement or the
completion of the Contemplated Transactions.


 


Section
3

REPRESENTATIONS AND WARRANTIES CONCERNING

PURCHASE AND SALE OF THE MEMBERSHIP INTERESTS OF THE COMPANY


 


3.1 Representations
and Warranties of Seller. In order to induce Buyer to enter into this Agreement and consummate the Contemplated Transactions,
Seller and Guarantor represent and warrants to Buyer that the following are true as of the date of this Agreement and will be
true as of the date of Closing:


 


(a) Organization
of Seller. Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where
such qualification is required. A true and correct copy of the Keith A. Wilson Living Trust Agreement dated January 31, 2008,
and all amendments thereto (the “Trust Agreement” are attached hereto as Schedule 3.1(a). The Trust Agreement is in
full force and effect.


 


(b) Authorization
of Transaction. Seller has full power and legal capacity to execute and deliver this Agreement, and all other agreements and
written instruments to which Seller is a party as contemplated hereby, and to perform their obligations hereunder and thereunder.
This Agreement, and such other agreements and written instruments, constitute the valid and legally binding obligations of Seller,
enforceable in accordance with their terms and conditions, except as enforcement thereof may be limited by applicable Insolvency
Laws. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized
by Seller. Seller has all right, power and capacity to execute and deliver this Agreement, and all other agreements, documents
and written instruments to be executed by Seller in connection with the Contemplated Transactions, and to perform its obligations
under this Agreement and all such other agreements, documents and written instruments.


 


(c) No Conflict with
Restrictions; No Default. Neither the execution, delivery, and performance of this Agreement nor Seller’s performance
of and compliance with the terms and provisions contemplated hereby (i) will conflict with, violate, or result in a Breach of
any of the terms, covenants, conditions, or provisions of any Legal Requirements in effect on the date hereof applicable to, or
any Order, Consent or Governmental Authorization of any Governmental Body directed to, or binding on Seller, (ii) will conflict
with, violate, result in a Breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement
or instrument to which, Seller is a party or by which Seller is or may be bound or to which any of their properties or assets
is subject, (iii) will conflict with, violate, result in a Breach of, constitute a default under (whether with notice or lapse
of time or both), accelerate or permit the acceleration of the performance required by, give to others any material interests
or rights, or require any Consent under any indenture, mortgage, lease agreement, or instrument to which either Seller is a party
or by which Seller or Seller’s property or assets is or may be bound, or (iv) will result in the creation or imposition
of any Lien upon any of the Properties or Assets of the Company, or upon the Membership Interests, or cause Buyer (or any Related
Person thereof) or the Company to become subject to, or to become liable for the payment of, any Tax.


 






    	 	-4-	 



     


    

 


(d) Consents; Governmental
Authorizations. Except as set forth on Schedule 3.1(d), Seller is not required to give any notice to, or obtain
any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the
Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by
any Governmental Body that is required in connection with the valid execution, delivery, acceptance, and performance by Seller
under this Agreement or the consummation by Seller of any transaction contemplated hereby has been completed, made, or obtained
on or before the Closing Date.


 


(e) Litigation.
Except as set forth in Schedule 3.1(e), there are no Proceedings pending or, to the Knowledge of Seller, threatened
against or affecting Seller or any of their properties, assets, rights, or business in any court or before or by any Governmental
Body that could, if adversely determined (or, in the case of an investigation, could lead to any Proceeding that could, if adversely
determined), reasonably be expected to materially impair Seller’s ability to perform their obligations under this Agreement
or to have a Material Adverse Effect on the Company; and Seller has not received any currently effective notice of any default;
and Seller is not in default, under any applicable Order of any Governmental Body that could reasonably be expected to impair
Seller’s ability to perform its obligations under this Agreement or to have a Material Adverse Effect on the Company.


 


(f) Brokers’
Fees. Except as set forth on Schedule 3.1(f), Seller has no Liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the Contemplated Transactions.


 


(g) Membership Interests.
As of the Closing Date, Seller holds and will hold of record and own and will own beneficially all of the issued and outstanding
Membership Interests of the Company as described in Section 4.2, free and clear of any restrictions on transfer (other
than any restrictions under the Securities Act and state securities laws), Taxes, Liens, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other Contract or
commitment that could require Seller to sell, transfer, or otherwise dispose of any Membership Interests or other equity interests
of the Company (other than this Agreement). Seller is not a party to any voting trust, proxy, or other agreement or understanding
with respect to the voting of any Membership Interests of the Company. At Closing, upon payment of the Purchase Price as herein
provided pursuant to Section 2.2, good and valid title to the Membership Interests described in Section 4.2 will
pass to Buyer, free and clear of all Liens, restrictions on transfer (other than any restrictions under the Securities Act and
state securities laws), Taxes, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.


 


(h) Valid Offering.
Assuming the accuracy of the representations and warranties of Buyer set forth in Section 3.2(g), the offer, sale, and
issuance of the Membership Interests of the Company as contemplated herein will be exempt from the registration requirements of
the Securities Act, and will be exempt from registration and qualification under the registration or qualification requirements
of all applicable state securities laws. Seller has not taken and will not take any action that would cause the loss of any such
exemption. Assuming the accuracy of the representations and warranties of Buyer set forth in Section 3.2(g), the offer,
sale, exchange, and issuance of the Membership Interests of the Company as contemplated herein will comply with all applicable
Legal Requirements.


 






    	 	-5-	 



     


    

 


3.2 Representations
and Warranties of Buyer. Buyer represents and warrants to Seller that the statements contained in this Section 3.2
are correct and complete:


 


(a) Organization
of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of New
York. Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification
is required.


 


(b) Authorization
of Transaction. Buyer has full power and authority to execute and deliver this Agreement, and all other agreements and written
instruments to which Buyer is a party as contemplated hereby, and to perform its obligations hereunder and thereunder. This Agreement,
and such other agreements and written instruments, constitutes the valid and legally binding obligation of Buyer, enforceable
in accordance with its terms and conditions, except as enforcement thereof may be limited by applicable Insolvency Laws. The execution,
delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Buyer. Buyer
has all right, power and capacity to execute and deliver this Agreement, and all other agreements, documents and written instruments
to be executed by Buyer in connection with the Contemplated Transactions, and to perform its obligations under this Agreement
and all such other agreements, documents and written instruments.


 


(c) Notices and Consents.
Except as set forth on Schedule 3.2(c), Buyer is not required to give any notice to, or obtain any Consent from,
any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions.


 


(d) Litigation.
There are no Proceedings pending or, to the Knowledge of Buyer, threatened against or affecting Buyer or any of its properties,
assets, rights, or business in any court or before or by any Governmental Body that could, if adversely determined (or, in the
case of an investigation, could lead to any Proceeding that could, if adversely determined), reasonably be expected to materially
impair Buyer’s ability to perform its obligations under this Agreement; and Buyer has not received any currently effective
notice of any default; and Buyer is not in default, under any applicable Order of any Governmental Body that could reasonably
be expected to impair Buyer’s ability to perform its obligations under this Agreement.


 


(e) Brokers’
Fees. Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to
the Contemplated Transactions.


 


Section
4

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY


 


Seller and Guarantor
represent and warrant to Buyer that the statements contained in this Section 4 are true, correct and complete as of the
Effective Date and as of the Closing Date, except as set forth in the disclosure schedule delivered by Seller to Buyer on the
date hereof (the “Disclosure Schedule”). Nothing in the Disclosure Schedule shall be deemed adequate to disclose
an exception to a representation or warranty made herein, however, unless the Disclosure Schedule identifies the exception with
reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing,
the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to
a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or
other item itself). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs
contained in this Section 4.


 


4.1 Organization,
Qualification, and Power. The Company is a limited liability company duly organized, validly existing, and in good standing
under the laws of the State of Missouri. The Company is duly authorized to conduct business and is in good standing under the
laws of each jurisdiction where such qualification is required. The Company has full power and authority and all licenses, Consents,
permits, Approvals, and authorizations necessary to carry on the Business in which the Company is engaged and to own and use the
Property owned and used by the Company. Schedule 4.1 lists the members, managers, directors and officers of the
Company. Seller has delivered to Buyer correct and complete copies of the Organizational Documents of the Company (as amended
to date). Seller has delivered to Buyer the minute books (containing the records of any meetings of the members), the membership
unit or interest certificate books, and the membership units or interests record books of the Company all of which are correct
and complete. The Company is not in default under or in violation of any provision of its Organizational Documents.


 






    	 	-6-	 



     


    

 


4.2 Capitalization.
All of the Membership Interests have been duly authorized, are validly issued, fully paid, and nonassessable. The Membership Interests
are held of record by the Seller free and clean of any restriction on transfer, Taxes, Liens, options, warrants, purchase rights,
contracts, commitments, equities, claims and demands (except restrictions under the Securities Act and state securities laws).
Except as set forth on Schedule 4.2, no other Person has any right, title or interest in or to the Membership Interests
or any other equity interest of the Company. There are no outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments that could require any of the Company to issue,
sell, or otherwise cause to become outstanding any of its membership interests or any other equity interest or other security.
There are no outstanding or authorized appreciation, phantom stock, profit participation, or similar rights with respect to the
Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Membership
Interests or units of the Company. Schedule 4.2 contains and complete and accurate capitalization of the Company
and the respective ownership of the Membership Interests by the Seller. The Seller is the sole member of the Company.


 


4.3 No Conflict;
Consents.


 


(a) Except as set forth
on Schedule 4.3(a), neither the execution and delivery of this Agreement by Seller, nor the consummation or performance
of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or
otherwise conflict with any provision of the Organizational Documents of the Company, or contravene any resolution adopted by
the officers, managers, or members of the Company; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which
the Company may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions
or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which the Company may be subject; (iii)
Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental
Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being
applied for by or on behalf of the Company or that otherwise relates to the Company or their Assets, Properties or the Business
of the Company; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of,
any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise
any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract
or agreement to which the Company are a party or by which the Company is bound; or (vi) result in the imposition or creation of
any Lien on any of the Company’s Business, or Assets, including the Properties.


 


(b) Except as set forth
on Schedule 4.3(b), the Company is not required to give any notice to, or obtain any Consent from, any Person in
connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions, including
any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued
operation of the Business of the Company either before or after Closing and the consummation of the Contemplated Transactions.
Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with
respect to the Company that is required in connection with the consummation of the Contemplated Transactions has been completed,
made, or obtained on or before the Closing Date.


 


4.4 Brokers’
Fees. The Company has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect
to the Contemplated Transactions.


 


4.5 Books and Records.
The books of and records of the Company as well as all books of account, financial statements and other financial records of the
Company, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions
and have been maintained in accordance with sound business practices and the Income Tax Basis of Accounting.


 






    	 	-7-	 



     


    

 


4.6 Title to Assets.
The Company has good and marketable title to all of the Assets, free and clear of all Liens. Other than a leased 2018 Freightliner
truck, and a month-to-month verbal lease for offsite storage the Assets are not leased and no Seller has otherwise granted to
any Person the right to use, operate or own the Assets or any portion thereof. There are no outstanding options, rights of first
offer or rights of first refusal to purchase any of Assets, or any portion thereof, or interest therein. The Assets of the Company
constitute all the Assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business in the manner
presently operated by the Company and include all of the operating assets of the Company.


 


4.7 Description
of Assets. The assets of the Company constitute only (a) the Company Contracts, (b) the Permits, Approvals, Consents,
Governmental Authorizations, licenses and other permits and approvals obtained to date by the Seller or that will be obtained
by Seller prior to Closing to conduct the Business, including all right, title and interest thereto, as set forth on Schedule
4.7(b), (c) all data, documentation, books and records related to the Business, or the ownership, operation, construction
or development thereof, or used or useful in the permitting, siting, ownership, construction, operation and development of Business;
(d) all Intangible Personal Property, (e) the Tangible Personal Property listed on Schedule 4.7(d), and (f) the
Intellectual Property Assets (collectively, the “Assets”). Complete and correct copies of all the documentation
related to the Assets have been provided to Buyer. The Company owns no other assets.


 


4.8 Condition of
Tangible Personal Property. Except as disclosed on Schedule 4.8, (a) each item of Tangible Personal Property
(including motor vehicles, scales, compactors, and bailers and all Tangible Personal Property set forth on Schedule 4.8)
is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary
Course of Business, is free from latent and patent defects and is being operated and maintained in all material respects in accordance
with industry standards and prescribed operating instructions (if any) necessary to ensure the effectiveness of equipment warranties
and/or service plans, and (b) no item of Tangible Personal Property is in need of repair or replacement other than as part of
routine maintenance in the Ordinary Course of Business. All Tangible Personal Property owned or leased by the Company is and will
be as of Closing in the possession of the Company.


 


4.9 Subsidiaries.
The Company does not own, and nor has any right to acquire, directly or indirectly, any outstanding capital stock of, or other
equity interests in, any Person.


 


4.10 No Adverse
Change. Other than as set forth on Schedule 4.10, since the formation of the Company, there has not been any Material
Adverse Change in the Business, operations, prospects, Assets, results of operations or condition (financial or other) of the
Company, and, to the Knowledge of Seller, no event has occurred or circumstance exists that may result in such a Material Adverse
Change. Neither Seller nor the Company has received any notice or other communication (written or oral) from any Governmental
Body or any other Person regarding the ability of the Company to own or operate the Business or the Assets, or the intention of
any Governmental Body to challenge or oppose the Buyer’s ownership or operation of the Business or the Assets. No action
has been taken by the Seller, the Company or any other officer, director, manager, or member that would have a Material Adverse
Effect on the Company or the Contemplated Transactions or the Business, and the Company has conducted the Businesse only in the
Ordinary Course of Business. Without limiting the generality of the foregoing, since January 1, 2017:


 


(a) The Company has
not sold, leased, transferred, or assigned any of its Assets, tangible or intangible;


 


(b) except for the Company
Contracts and a verbal month-to-month lease for offsite storage and except as set forth on Schedule 4.10(b), the
Company has not entered into any agreement, Contract, lease, or license (or series of related agreements, contracts, leases, and
licenses) outside the Ordinary Course of Business;


 






    	 	-8-	 



     


    

 


(c) except as set forth
on Schedule 4.10(c), no party (including the Company) has accelerated, terminated, modified, given rise to a notice
of default, or cancelled any agreement, Contract, lease, Permit, Governmental Authorization, or license (or series of related
agreements, contracts, leases, and licenses) to which the Company are a party or by which they is bound or which affect the Company
and their Assets and Business;


 


(d) the Company has
not granted any Liens upon any of its Assets, tangible or intangible;


 


(e) except as set forth
on Schedule 4.10(e), the Comapny has not made any capital expenditure (or series of related capital expenditures)
outside the Ordinary Course of Business;


 


(f) the Company has
notmade any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series
of related capital investments, loans, and acquisitions);


 


(g) except as set forth
on Schedule 4.10(g), the Company has not issued any note, bond, or other debt security or created, incurred, assumed,
or guaranteed any indebtedness for borrowed money or capitalized lease obligation;


 


(h) there has been no
acceleration of Accounts Receivable, (ii) delay or postponement of the payment of accounts payable or other Liabilities, or (iii)
change in any material respect in the Company’s practices in connection with the payment of accounts payable in respect
of purchases from suppliers;


 


(i) the Company has
not have cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) or suffered any
extraordinary loss;


 


(j) the Company has
not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property
Assets;


 


(k) except as set forth
on Schedule 4.10(k), there has been no change made or authorized in the Organizational Documents of the Company;


 


(l) the Company has
not issued, sold, pledged or otherwise disposed of any of its equity interests, or granted any options, warrants, or other rights
to purchase or obtain (including upon conversion, exchange, or exercise) any of equity interests or securities;


 


(m) the Company has
declared, set aside, or paid any dividend or made any distribution with respect to its equity interests (whether in cash or in
kind) or redeemed, purchased, or otherwise acquired any of its equity interests;


 


(n) the Company has
not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property and Assets, including any
Business;


 


(o) except as set forth
on Schedule 4.10(o), the Company has not made any loan to, or entered into any other transaction with, any of its
members, managers, officers, directors, or employees;


 


(p) the Company has
not entered into any employment Contract, severance or other benefit agreement, consulting agreement or collective bargaining
agreement, written or oral, or modified the terms of any existing such Contract or agreement;


 


(q) the Company has
not granted any increase in the base compensation of any of its officers, directors, members, managers or employees outside the
Ordinary Course of Business;


 


(r) the Company has
not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment
for the benefit of any of its members, managers, officers, directors and employees (or taken any such action with respect to any
other Employee Benefit Plan);


 






    	 	-9-	 



     


    

 


(s) the Company has
not made any other change in employment terms for any of its directors, officers, members, managers and employees outside the
Ordinary Course of Business;


 


(t) the Company has
not made or pledged to make any charitable or other capital contribution;


 


(u) there has not been
any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business
involving the Company;


 


(v) except as set forth
on Schedule 4.10(v), the Company has not discharged, in whole or in part, a material Liability or Lien outside the
Ordinary Course of Business


 


(w) there has been no
indication by any customer or supplier of the Business of an intention to discontinue or change the terms of its relationship
with the Company or the Business;


 


(x) the Company has
not disclosed any Confidential Information;


 


(y) other than a change
between 2007 and 2008 from partnership taxation to taxation as a subchapter S corporation, there has been no change in the accounting
methods, principles or practices for financial accounting with respect to the Company or for IRS reporting purposes; and,


 


(z) neither the Seller
nor the Company has committed to do any of the foregoing.


 


4.11 Undisclosed
Liabilities; Financial Statements; Accounts Receivable.


 


(a) Except as specifically
disclosed on Schedule 4.11(a), the Company has not incurred any Liability (and there is no Basis for any present
or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company giving rise
to any Liability), except for the Current Seller Liabilities and Retained Liabilities to be paid by Seller at Closing pursuant
to Section 2.4 (none of which results from, arises out of, relates to, is in the nature of, or was caused by any Breach
of contract, Breach of warranty, tort, infringement, or violation of any Legal Requirement.)


 


(i) Schedule
4.11(b) sets forth the following financial statements (collectively, the “Financial Statements”): (a)
the 1120 S Federal income tax return for the fiscal year ended December 31, 2016 (the “Most Recent Fiscal Year End”)
for the Company; and (b) unaudited balance sheets and statements of income, changes in stockholders’ equity, and cash flow
(the “Most Recent Financial Statements”) as of and for the nine (9) months ended September 30, 2017 (the “Most
Recent Fiscal Month End”), for the Company. In addition, within 30 days following Closing, Sellers will provide Buyer
with the Closing Balance Sheet in accordance with Section 6.1(j). The Closing Balance Sheet and the Financial Statements
(including the notes thereto) have been prepared in accordance with the Income Tax Basis of Accounting applied on a consistent
basis throughout the periods covered thereby, present fairly the financial condition of the Company as of such dates and the results
of operations of the Company for such periods, are correct and complete, and are consistent with the books and records of the
Company (which books and records are correct and complete); provided, however, that the Most Recent Financial Statements
are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and
other presentation items.


 


(b) All Accounts Receivable
that are reflected in the Financial Statements and/or in the business records of the Company represent valid obligations arising
from sales actually made or services actually performed by the Company in the Ordinary Course of Business. There is no contest,
defense or right of set-off currently being claimed or, to the Knowledge of Seller, expected to be claimed, by any account debtor
with respect to any Account Receivable, or any part thereof. Except to the extent paid prior to the Closing Date, such Accounts
Receivable are or will be current as of the Closing Date


 






    	 	-10-	 



     


    

 


4.12 Permits.


 


(a) Schedule
4.12(a) contains (i) a complete and accurate list of all permits, licenses, Consents, Governmental Authorizations and
Approvals owned by the Company that are necessary or required to own, construct, operate and develop the Business, the Assets
and the Properties (collectively, the “Permits”). Schedule 4.12(a) also contains a complete
and accurate list of all permits, Governmental Authorizations, Consents, licenses, and approvals for which the Company or
Seller have made application with respect to the ownership, operation, construction, and development of the Business and the
Properties where such application is still pending as of the date hereof and at Closing. The Company has not received any
notice (written or oral) from any Governmental Body of rejection of any such application or any notice (written or oral) that
any such application is being considered for rejection. Each Permit is valid and in full force and effect. The Permits listed
or required to be listed in Schedule 4.12(a) and 4.7(c) collectively constitute all of the Permits necessary or
required to permit the Company to lawfully conduct and operate each Business on each Property in accordance with all Legal
Requirements. The Company is, and at all times has been, in full compliance with all of the terms and requirements of each
Permit listed or required to be listed in Schedule 4.12(a) and 4.7(c).


 


(b) Seller has delivered,
or has caused to be delivered, to Buyer (or its Representatives) copies of (i) all Permits and Approvals and applications therefor
referred to above in this Section 4.12 and in Section 4.7, and (ii) all other correspondence between Seller or the
Company (or their Representatives) and the applicable Governmental Bodies in connection with such Permits and applications therefor.


 


(c) No event has occurred
or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a
violation of or a failure to comply with any term or requirement of any Permit listed or required to be listed in Schedule
4.12(a) and 4.7(c) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination
of, or any modification to, any Permit or Approval.


 


(d) Neither Seller nor
the Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person
regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any
Permit or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or
modification to any Permit; and


 


(e) All applications
required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule
4.12(a) and 4.7(c) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings
required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental
Bodies.


 


4.13 Governmental
Authorizations.


 


(a) Schedule 4.13(a)
contains a complete and accurate list of each Governmental Authorization (including document title or name, issuing authority
and identifying number) held by the Company or the Seller that relates in any way to the Company, the Assets, including the Properties,
or the Business. Seller has delivered to Buyer a true and complete copy of all such Governmental Authorizations. Each Governmental
Authorization listed or required to be listed on Schedule 4.13(a) is valid and in full force and effect. The Company
has at all times since the formation of the Company been in compliance with all of the terms and requirements of each Governmental
Authorization identified or required to be identified on Schedule 4.13(a). No event has occurred or circumstance
exists that may (with or without notice or lapse of time) (a) constitute or result directly or indirectly in a material violation
of or a material failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed
on Schedule 4.13(a), or (b) result directly or indirectly in the revocation, withdrawal, suspension, cancellation
or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 4.13(a).


 






    	 	-11-	 



     


    

 


(b) Neither the Company
nor the Seller has received at any time since the formation of the Company any notice or other communication (whether oral or
written) from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential violation of
or failure to comply with any term or requirement of any Governmental Authorization relating to any Company, any Business or the
Assets, including any Property, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation,
termination of or modification to any Governmental Authorization relating to the Company, the Business or the Assets, including
the Properties. Any registration, declaration, or filing with, or Consent, or other Governmental Authorization or order by, any
Governmental Body that is required in connection with the valid execution, delivery, acceptance, and performance by Seller and
the Company under this Agreement, or the consummation by Seller of any Contemplated transaction under this Agreement, has been
or will be completed, made, or obtained on or before the Closing Date.


 


(c) All applications
required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule
4.13(a) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required
to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate
Governmental Bodies.


 


(d) The Governmental
Authorizations listed or required to be listed on Schedule 4.13(a) collectively constitute all of the Governmental
Authorizations necessary to permit the Company to lawfully own, operate, construct and develop each Business on each Property
and to otherwise operate and conduct the Business in the manner in which the Company is currently conducted. Such Governmental
Authorizations also collectively constitute all of the Governmental Authorizations necessary to permit the Company to own, occupy,
operate, improve, develop and use the Assets, including the Properties, and the Business in the manner in which the Company currently
owns, occupies, operates, improves, develops and uses the Assets, including the Properties and operate the Business, and are valid
and in full force and effect


 


4.14 Compliance
With Legal Requirements.


 


(a) To the Seller’s
Knowledge, except as set forth in Schedule 4.14: (i) the Company is, and at all times has been, in full compliance
with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or
use of any of their Assets, including the Properties; (ii) no event has occurred or circumstance exists that (with or without
notice or lapse of time) (A) may constitute or result in a violation by any Company of, or a failure on the part of any Company
to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of any Company to undertake, or to bear
all or any portion of the cost of, any Remedial Action of any nature; and (iii) neither the Seller nor the Company has received
any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual,
alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible
or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any Remedial Action
of any nature.


 


4.15 Tax Matters.


 


(a) Other than calendar
year 2007, from the date of its organization, the Company has been taxed and treated as a subchapter S corporation under the Code
for federal and/or state income tax purposes.


 


(b) The Company has
filed all Tax Returns that it was required to file under applicable Legal Requirements and regulations. All such Tax Returns were
correct and complete in all respects and have been prepared in substantial compliance with all applicable laws and regulations.
All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been paid. The Company is not currently the
beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction
where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Liens
for Taxes (other than Taxes not yet due and payable) upon any of the Assets of the Company. As of the Closing Date, the Company
will have paid all Taxes (other than Taxes not yet due and payable) and with respect to any Taxes that are not yet due and payable
as of the Closing Date, the Company has adequately reserved for such Taxes, except as described on Schedule 4.15(a).


 






    	 	-12-	 



     


    

 


(c) The Company has
withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee,
independent contractor, creditor, member, or other third party.


 


(d) Neither Seller,
nor any member, manager, director or officer (or employee responsible for Tax matters) of the Company, expects any authority to
assess any additional Taxes for any period for which Tax Returns have been filed. No foreign, federal, state, or local tax audits
or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company. The Company has not
received from any foreign, federal, state, or local taxing authority (including jurisdictions where the Company has not filed
Tax Returns) any (i) written notice indicating an intent to open an audit or other review, (ii) request for information related
to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by
any taxing authority against any Company.


 


(e) Schedule
4.15(e) sets forth all federal, state, local, and foreign income Tax Returns filed with respect to the Company for
taxable periods ended on or after the formation of the Company, indicates those Tax Returns that have been audited, and
indicates those Tax Returns that currently are the subject of audit. Seller has delivered to Buyer correct and complete
copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to
by the Company filed or received since the formation of the Company.


 


(f) The Company has
not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment
or deficiency.


 


(g) The Company is not
a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in
the payment of (i) any “excess parachute payment” within the meaning of Code Section 280G (or any corresponding provision
of state, local or foreign Tax law) and (ii) any amount that will not be fully deductible as a result of Code Section 162(m) (or
any corresponding provision of state, local or foreign Tax law). The Company has not been a United States real property holding
corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii).


 


(h) The Company is not
a party to or bound by any Tax allocation or sharing agreement. The Company (i) has not been a member of an Affiliated Group filing
a consolidated federal income Tax Return or (ii) has Liability for the Taxes of any Person under Treasury Regulations Section
1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.


 


(i) Schedule
4.15(i) sets forth the tax basis of the Company in its depreciable assets as of December 31, 2016, the most recent
practicable date, as well as on an estimated pro forma basis immediately prior to the Closing (without giving effect to
the consummation of the Contemplated Transactions).


 


(j) Except as set forth
on Schedule 4.15(i), the unpaid Taxes of the Company (i) did not, as of the most recent fiscal month end of the
Company, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences
between book and Tax income) set forth on the face of the most recent balance sheet of the Company and (ii) do not exceed that
reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company
in filing its Tax Returns. Since the date of the most recent balance sheet of the Company, the Company has not incurred any liability
for Taxes arising from extraordinary gains or losses, as that term is used in GAAP, outside the Ordinary Course of Business consistent
with past custom and practice.


 


(k) The Company will
not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period
(or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period
ending on or prior to the Closing Date, (ii) “closing agreement” as described in Code Section 7121 (or any corresponding
or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date, (iii) intercompany transactions
or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision
of state, local or foreign income Tax law), (iv) installment sale or open transaction disposition made on or prior to the Closing
Date, or (v) prepaid amount received on or prior to the Closing Date.


 






    	 	-13-	 



     


    

 


4.16 Intentionally
Deleted.


 


4.17 Conveyance
of Entire Interest In the Company and the Assets. At Closing, all of Seller’s right, title and interest in and to the
Membership Interests and in such right, title or interest that Seller may have or had with respect to the Business and the Assets,
will be transferred and conveyed to Buyer free and clear of all Liens.


 


4.18 Contracts.


 


(a) The only Contracts
to which any Company is a party are described in Schedule 4.18(a) (“Company Contracts”), and
correct and complete copies of all such Contracts have been provided to Buyer.


 


(b) The Seller does
not have and may not acquire any rights under any Company Contract, and Seller does not have and will not become subject to any
obligation or Liability under any Company Contract, that relates to the Business of the Company.


 


(c) Except as set forth
on Schedule 4.18(c), the Company Contracts are legal, valid, binding, enforceable, and in full force and effect
(except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable,
and in full force and effect on identical terms following the consummation of the Contemplated Transactions; (ii) none of the
Company Contracts will upon completion or performance thereof have a Material Adverse Effect on the Business, Assets or condition
of the Company or the ownership, operation, construction and development of the Business by the Company; (iii) the Company is,
and at all times has been, in compliance with all applicable terms and requirements of the Company Contracts; (iv) no event has
occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach
of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity
or performance of, or payment under, or to cancel, terminate or modify, the Company Contracts; (v) no party to the Company Contracts
has threatened to terminate its business relationship with the Company for any reason; (vi) Neither Seller or any Company has
given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged,
possible or potential Breach of any Company Contract; and (vii) no event has occurred or circumstance exists under or by virtue
of any Company Contract that (with or without notice or lapse of time) would cause the creation of any Lien affecting any of the
Assets. Following Closing, Buyer shall be responsible for the performance of the Company Contracts.


 


(d) There are no renegotiations
of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to the Company under the
Company Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such
Person has made written demand for such renegotiation.


 


(e) The Company Contracts
relating to the sale or provision of services by the Company has been entered into in the Ordinary Course of Business of any Company
and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having
been paid or promised, that is or would be in violation of any Legal Requirement.


 


(f) Seller has provided
to Buyer a complete list of the recurring customers of the Business, whether or not such recurring customers are bound by a written
contract or agreement with the Company.


 


4.19 Powers of
Attorney. There are no outstanding powers of attorney executed on behalf of the Company.


 






    	 	-14-	 



     


    

 


4.20 Litigation.
Except as set forth in Schedule 4.20 (which lists pending or threatened Proceedings, all of which are referred to
as “Current Litigation Matters”), there is no pending or, to Seller’s Knowledge, threatened Proceeding:
(i) by or against the Company; (ii) that otherwise relates to or may affect the Business of, or any of the Assets owned or used
by, the Company; or (iii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering
with, any of the Contemplated Transactions, the Business or the Assets, or the ownership, construction, development, or operation
of the Hauling Company Business by the Company. No event has occurred or circumstance exists that is reasonably likely
to give rise to or serve as a Basis for the commencement of any such Proceeding. Except as set forth in Schedule 4.20,
(i) there is no Order to which the Company, its Business or any of the Assets is subject or that in any way relates to or could
reasonably be expected to affect the Company, the Business or the Assets, or the ownership, construction, development, or operation
of the Company’s Hauling Company Business; and (ii) no officer, director, member, manager, agent or employee of the Company
is subject to any Order that prohibits such officer, director member, manager, agent or employee from engaging in or continuing
any conduct, activity or practice relating to the Business of the Company. Except as set forth on Schedule 4.20,
(i) Seller and the Company are, and at all times have been, in compliance with all of the terms and requirements of any Order,
(ii) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice
or lapse of time) a violation of or failure to comply with any term or requirement of any such Order, and (iii) neither Seller
nor the Company has received any notice or other communication (whether written or oral) from any Governmental Body or any other
Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of
any such Order.


 


4.21 Employees.
Schedule 4.21 sets forth for all employees of the Company: the (i) name, (ii) job title, (iii) date of hiring or
engagement, (iv) date of commencement of employment or engagement, (v) current compensation paid or payable and any change in
compensation since the formation of the Company, (vi) sick and vacation leave that is accrued but unused, (vii) service credited
for purposes of vesting and eligibility to participate under any Employee Benefit Plan, or any other employee benefit plan and
No retired employees of the Company, or their dependents, are receiving benefits or are scheduled to receive benefits in the future
from the Company. No officer, director, agent, member, manager, employee, consultant, or independent contractor of the Company
is bound by any Contract that purports to limit the ability of such officer, director, member, manager, agent, employee, consultant,
or independent contractor (a) to engage in or continue or perform any conduct, activity, duties or practice relating to the Business
of the Company or (b) to assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
No former or current officer, director, member, manager, agent, employee, consultant, or independent contractor of the Company
is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability
of the Company to conduct the Business as heretofore carried on by the Company. All salaries, wages and other compensation and
benefits payable to each officer, director, agent, member, manager, employee, consultant, or independent contractor of the Company
has been accrued and paid by the Company when due for all periods through the Closing Date, will have been paid by the Company
when due for all periods through the Closing Date. The employment of each employee who is employed by the Company can be terminated
by the Company upon not more than fourteen (14) days’ notice without severance, penalty or premium, other than payment of
accrued salaries, wages and vacation benefits. The Company do not own or maintain any Employee Benefit Plan pursuant to which
any employee or former employee is entitled to benefits that the Company maintains, to which any Company contributes or has any
obligation to contribute, or with respect to which any Company has any Liability or potential Liability. Neither Seller nor any
Company has violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar
state or local Legal Requirement.


 


4.22 Labor Disputes;
Compliance.


 


(a) The Company has
complied in all respects at all times with all Legal Requirements, including all Occupational Safety and Health Laws, relating
to employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages,
hours, benefits, payment of social security and similar Taxes, collective bargaining and other requirements under applicable Legal
Requirements. The Company is not liable for the payment of any Taxes, including any social security and similar Taxes, fines,
penalties, interest, back wages, front pay, liquidated or compensatory damages, exemplary damages or other amounts, however designated,
for failure to comply with any of the foregoing Legal Requirements.


 






    	 	-15-	 



     


    

 


(b) The Company has
not been, and is not now, a party to any collective bargaining agreement or other labor Contract. There has not been, there is
not presently pending or existing, and to Seller’s Knowledge, there is not threatened, any strike, slowdown, picketing,
work stoppage or employee grievance process involving the Company. No event has occurred or circumstance exists that could provide
the Basis for any work stoppage or other labor dispute. There has not been, there is not presently pending or existing, and, to
the Knowledge of Seller, there is not overtly threatened any Proceeding, charge, grievance proceeding or other claim against or
affecting the Company (or any director, officer, manager, member or employee thereof) relating to the actual or alleged violation
of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee
or union with the National Labor Relations Board, the Equal Employment Opportunity Commission or any comparable Governmental Body,
and there is no organizational activity or other labor dispute against or affecting the Company or the Business. There is no organizational
activity or other labor dispute against or affecting the Business or the Company and no application or petition for an election
of or for certification of a collective bargaining agent is pending. No grievance or arbitration Proceeding exists that might
have a Material Adverse Effect upon the Company or the conduct of the Business. Neither the Company nor the Seller has been served
notice of, and Seller and the Company do not otherwise have Knowledge of, any grievance or arbitration Proceeding by any employee
of the Company that might have an adverse effect upon the Company, the Assets or the conduct of the Business. There has been no
charge of discrimination filed against or, to Seller’s Knowledge, threatened against the Company with the Equal Employment
Opportunity Commission or similar Governmental Body. There is no lockout by the Company of any employees of the Company, and no
such action is contemplated by Seller or the Company.


 


4.23 Employee Benefits.
The Company does not own or maintain any Employee Benefit Plan pursuant to which any employee or former employee is entitled to
benefits that the Company maintains, to which the Company contributes, or has any obligation to contribute, or with respect to
which the Company has any Liability or potential Liability. The Company maintains, a health and dental plan for its employees
and has provided Seller with details regarding employee participation and contribution to such plans.


 


4.24 Guaranties.
Except as set forth on Schedule 4.24, the Company is not a guarantor and is not otherwise liable for any Liability
or obligation (including Indebtedness) of any other Person.


 


4.25 Environmental
Matters.


 


(a) Other than petroleum
products and other supplies commonly used to operate and maintain motor vehicles and except as disclosed on Schedule 4.25,
(i) the Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured,
distributed, or released any substance, including without limitation any Hazardous Material, or owned or operated any property
or facility (and no such property or facility is contaminated by any such substance) so as to give rise to any current or future
Liabilities, including any Liability for fines, penalties, response costs, corrective action costs, personal injury, property
damage, natural resources damages or attorney’s fees, pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended (“CERCLA”), the Solid Waste Disposal Act, as amended (“SWDA”)
or any other Environmental Laws; (ii) the Properties do not now contain nor have the Properties contained any underground storage
tanks or Hazardous Material; (iii) neither this Agreement nor the consummation of the Contemplated Transactions will result in
any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant
to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws;
and (iv) the Company has not assumed, has the Company otherwise become subject to, any Liability, including without limitation
any obligation for corrective or Remedial Action, of any other Person relating to Environmental Laws.


 


(b) Except as disclosed
on Schedule 4.25, (i) the Company has complied in all respects, and are presently in compliance in all respects,
with all applicable Environmental Laws pertaining to the ownership and operation of the Assets, the Properties and the Business,
(ii) neither Seller nor the Company has received any communication alleging that they are not in compliance with any Environmental
Law, (iii) neither Seller nor the Company has taken any action that could reasonably result in any Liability (other than minor
Liabilities of nominal or no financial or other consequence) relating to (1) the environmental conditions on, under, or about
the Properties or any real property that is presently owned, leased or otherwise used by any Company, or upon which the Company
locates its Tangible Personal Property; or (2) the present use, management, handling, transport, treatment, generation, storage,
disposal or release of any Hazardous Material. There are no pending or threatened Proceedings of any nature resulting from any
Environmental, Health and Safety Liabilities or arising under or pursuant to any Environmental Law with respect to or affecting
the Company, the Business, the Properties or any of the Assets of the Company.. No unacceptable material has deposited or buried
on or under the Properties in violation of any Permit, Governmental Authorization or Legal Requirement; no toxic wastes or Hazardous
Materials have been deposited, disposed of, stored, generated or released on or from the Properties.


 






    	 	-16-	 



     


    

 


4.26 Certain Business
Relationships with the Company. Except as disclosed on Schedule 4.26, neither Seller, nor their Related Persons,
nor the officers, directors, managers, members and employees of the Company have been involved in any business arrangement or
relationship with the Company within the past twelve (12) months, and neither Seller, nor their Related Persons, nor the officers,
directors, employees, members, managers, directors and officers of the Company owns any asset, tangible or intangible, which is
used in the Business of the Company. Neither the Company nor its Related Persons, their respective officers, employees, members,
managers, directors and officers of the Company nor any Seller nor any Related Person of any of them owns, or has owned, of record
or as a beneficial owner, an equity interest or any other financial or profit interest in any Person that has (a) had business
dealings or a material financial interest in any transaction with the Company other than business dealings or transactions disclosed
in Schedule 4.26, each of which has been conducted in the Ordinary Course of Business with the Company at substantially
prevailing market prices and on substantially prevailing market terms or (b) engaged in competition with the Company with respect
to any line of the products or services of the Company in any market presently served by the Company. Except as set forth in Schedule
4.26, neither the Company nor its Related Persons, their respective officers, employees, members, managers, directors
and officers of the Company, nor the Seller nor any Related Person of any of them is a party to any Contract with, or has any
claim or right against, the Company.


 


4.27 Intellectual
Property. Schedule 4.27 contains a complete and accurate list and summary of all Intellectual Property owned
or possessed by the Company, or which the Company has the right to use pursuant to a valid and enforceable, written license, sublicense,
agreement, or permission (collectively and together with the Intangible Personal Property, the “Intellectual Property
Assets”). Such Intellectual Property Assets constitute all of the Intellectual Property necessary for the operation
of the Business of the Company as presently conducted. The Intellectual Property Assets do not infringe on the intellectual property
rights of any Person. The Company is the owner or licensee of all right, title and interest in and to each of the Intellectual
Property Assets, free and clear of all Liens. The Company has the right to use all of the Intellectual Property Assets without
payment to any third party. The Company owns or has the right to use pursuant to ownership, license, sublicense, agreement, permission
or free and unrestricted availability to general public all of the Intellectual Property Assets used by the Company. The Company
has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights
of third parties, and neither Seller, nor the Company, or their respective members, managers, directors and officers and employees
has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation,
or violation (including any claim that the Company must license or refrain from using any intellectual property rights of any
third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come
into conflict with any proprietary intellectual property rights of the Company.


 






    	 	-17-	 



     


    

 


4.28 Insurance.
Schedule 4.28 sets forth the following information with respect to each insurance policy (including policies providing
property, casualty, liability, and workers’ compensation coverage and bond and surety arrangements) to which the Company
have been a party, a named insured, or otherwise the beneficiary of coverage at any time within the past five (5) years (“Insurance
Policies” and “Insurance Policies”): (a) the name, address, and telephone number of the agent; (b)
the name of the insurer, the name of the policyholder, and the name of each covered insured; (c) the policy number and the period
of coverage; (d) the scope (including an indication of whether the coverage was on a claims made, occurrence, or other basis)
and amount (including a description of how deductibles and ceilings are calculated and operate) of coverage; and (e) a description
of any retroactive premium adjustments or other loss-sharing arrangements. Such Insurance Policies constitute all insurance policies
necessary or required to own and operate the Assets, , the Business and the Company, and constitute policies of insurance of the
type and in the amounts customarily carried Persons conducting business or assets similar to the Business and Assets of the Company.
True, correct and complete copies of the Insurance Policies have been furnished to Buyer. With respect to each such Insurance
Policy: (i) the Insurance Policy is legal, valid, binding, enforceable, and in full force and effect; (ii) the Insurance Policy
will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation
of the Contemplated Transactions; (iii) neither the Company nor any other party to the policy is in Breach or default (including
with respect to the payment of premiums or the giving of notices), and no event has occurred which, with notice or the lapse of
time, would constitute such a Breach or default, or permit termination, modification, or acceleration, under the Insurance Policy;
and (iv) no party to any Insurance Policy has repudiated any provision thereof. All premiums due and payable on any of Insurance
Policies or renewals thereof have been paid or will be paid timely through the Closing Date. Neither Seller nor the Company has
received any notice of cancellation or non-renewal of any Insurance Policy nor, to the Knowledge of Seller, is the termination
of any such policies threatened. Neither Seller nor the Company has received any notice of cancellation or non-renewal of any
Insurance Policy nor, to the Knowledge of the Seller, is the termination of any such Insurance Policies threatened. Neither the
Seller nor the Company has received any notice from the insurer denying coverage or reserving rights with respect to a material
claim currently pending under any Insurance Policy or with respect to any Insurance Policy in general. The Company has not incurred
any material loss, damage, expense or Liability that was or would be covered by any Insurance Policy for which it has not properly
asserted a claim under any Insurance Policy and which has been paid in an amount equal to the full claim made or pending. The
Company has been covered during the past ten (10) years by insurance in scope and amount customary and reasonable for the Business
in which it has engaged. Schedule 4.28 describes any self-insurance arrangements affecting the Company.


 


4.29 Corrupt Practices.
Except in compliance with all Legal Requirements, neither the Seller, the Company, nor any of their Related Persons, or each of
their respective officers, directors, employees or agents, have, directly or indirectly, ever made, offered or agreed to offer
anything of value to (a) any employees, Representatives or agents of any customers of Seller or the Company for the purpose of
attracting business to Seller or the Company or (b) any domestic governmental official, political party or candidate for government
office or any of their employees, Representatives or agents.


 


4.30 Disposal Agreements.
The Company is not a party to, nor is bound by, any Contract, undertaking, obligation, responsibility or other agreement which
requires any solid waste (of any class) collected by any Company to be deposited in any landfill or transferred through any transfer
station or other disposal facility, requires any Company to deposit any such solid waste at the Properties or mandates the terms
and conditions pursuant to which the Company will accept any such solid waste at the Properties. The Company is not bound by any
disposal contract, put or pay contract or other agreement or undertaking which after Closing will restrict the Company in any
way from depositing, transferring or delivering any solid waste to the Properties or any other solid waste disposal, processing
or transfer facility selected by the Company.


 


4.31 Solvency.
Neither Seller nor the Company is not Insolvent and neither the Seller nor any Company has committed an act of bankruptcy, proposed
a compromise or arrangement to its creditors generally, had any petition in bankruptcy filed against it, filed a petition or undertaken
any action proceeding to be declared bankrupt, to liquidate its assets or to be dissolved. The Contemplated Transactions will
not cause the Company to become Insolvent or to be unable to satisfy and pay its debts and obligations generally as they come
due.


 






    	 	-18-	 



     


    

 


4.32 Disclosure.


 


(a) No representation
or warranty or other statement made by Seller in this Agreement, the Schedules, the certificates delivered pursuant to this Agreement
or otherwise in connection with the Contemplated Transactions contains any untrue statement or omits to state a material fact
necessary to make any of them, in light of the circumstances in which it was made, not misleading.


 


(b) Seller has no Knowledge
of any fact that has specific application to the Company (other than general economic or industry conditions) and that may materially
adversely affect the assets, business, prospects, financial condition or results of operations of the Company that has not been
set forth in this Agreement or the Schedules.


 


Section
5

COVENANTS


 


5.1 General.
The Parties will cooperate reasonably with each other and with their respective Representatives in connection with any steps required
to be taken as part of their respective obligations under this Agreement, and will (a) furnish upon reasonable request to each
other such further information, (b) execute and deliver to each other such other documents, and (c) do such other acts and things,
all as any other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated
Transactions. In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of
this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments
and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the
requesting Party is entitled to indemnification therefor under Section 7 or unless such cost or expense is the obligation
of the non-requesting Party under this Agreement). Seller acknowledges and agrees that, from and after the Closing, Buyer will
be entitled to possession of all documents, books, records (including Tax records), Permits, Governmental Authorizations, certificates
of title, agreements, Company Contracts, Organizational Documents, financial data and all other documents of any sort relating
to the Company (all of the forgoing, the “Company Documents”).


 


5.2 Inspection
Period. Any any time prior to Closing (the “Inspection Period”), Buyer shall have the right to physically
inspect the Assets, including the Properties, and the Company Documents and to conduct its due diligence with respect to the Assets,
including the Properties, the Business and the Company. Buyer and Buyer’s officers, directors, employees, consultants, agents
and attorneys and other authorized representatives, shall have the right to reasonable access to the Assets, the Properties and
Company Documents and to all records of Seller and the Company related thereto, including without limitation title information,
property information, surveys, maintenance records, environmental assessment reports, engineering reports and any other information
of the Company, the Business and the Assets, at reasonable times during the Inspection Period for the purpose of inspecting the
Assets, including the Properties, and the Business, and conducting all studies, tests, inspections and measurements of all kinds
as deemed necessary by Buyer, reviewing the books and records of Seller and the Company concerning the Company, the Business and
the Assets, including the Properties, and otherwise conducting its due diligence review of the Company, the Business, and the
Assets, including the Properties. Seller shall cooperate with and assist Buyer in making such inspections and reviews and in obtaining
copies of any documentation related to the Company, the Business, and the Assets and Properties, including the review and inspection
of any and all Permits, Approvals, Consents, licenses, Governmental Authorizations and other permits and approvals necessary or
required for the Company to own, operate, construct and develop the Business and in accordance with such other applicable local,
state and federal Legal Requirements. Seller shall make available to Buyer such of the foregoing as may be in Seller’s possession,
or the Company’s possession, in order to facilitate Buyer’s due diligence. Seller shall give Buyer any authorizations
which may be required by Buyer in order to gain access to records or other information pertaining to the Company, the Assets,
including the Properties, and the Business, or the use thereof maintained by any third party, Governmental Body or organizations.
Buyer shall, prior to the expiration of the Inspection Period, notify Seller of any Company Contract that Buyer does not wish
for any Company to continue to be a party thereto and be bound thereby (“Excluded Contracts”).


 


5.3 Intentionally
Omitted.


 






    	 	-19-	 



     


    

 


5.4 Transition.


 


(a) Seller and its Related
Persons will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, vendor,
customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company
after the Closing as it maintained with the Company or Seller prior to the Closing. The Parties will cooperate to provide each
other with reasonable information systems support to permit a smooth transfer of business operations between the Parties. In such
regard, Seller will provide Buyer with all information and systems support in connection with the operation of the Company and
the Business. Such assistance shall include electronic, computer and other system assistance. Seller will refer all customer inquiries
relating to the Business of the Company to Buyer from and after the Closing.


 


(b) For a period of
thrity (30) business days after Closing (the “Transistion Period”), the Parties will cooperate to provide each other
with reasonable information systems support to permit a smooth transfer of the operations of the Business. In such regard, during
the Transistion Period, Seller and Guarantor will provide Buyer with reasonable billing and other information systems support
in connection with the operation by Buyer of the Business. Such assistance shall include electronic, computer and other system
assistance. Seller and Guarantor also agree to advise and assist Buyer with respect to any and all local community and government
programs, Proceedings, introductions, and arrangements relating to the Business. Seller and Guarntor will cooperate with and assist
Buyer with any submission of any proposals to any Governmental Bodies and to provide the services necessary to procure all Permits,
Approvals, Governmental Authorizations, Contracts, orders, Consents, licenses, assignments, and approvals from the State of Missouri
for the Company to have the right to own, operate, construct, and develop the Business in the Buyer’s sole discretion, including
without limitation, assistance with the completion of all applicable filings, submissions, registrations and all other requirements
relating thereto, and attendance at all meetings, public hearings and any other Proceedings with applicable Governmental Bodies,
or their Representatives, at Buyer’s request. During the Transistion Period , Seller and Guarantor will agree to devote
the time and attention necessary to the business and affairs of Buyer and the Company, and shall give Buyer the benefit of Seller
and Guarnator’s special knowledge, skill and business expertise to promote the Buyer’s and the Company’s business
interests in the marketplace. All services to be provided to Buyer, and the Company, as applicable, and all actions taken by Seller
and Guarantor will be in accordance with all Legal Requirements. The services to be provided by the Seller and Guarantor to Buyer
and the Company pursuant to this Agreement shall be exclusive to Buyer and the Company, and neither Seller nor Guarantor will
provide, either directly or indirectly, similar services to any other Person.


 


5.5 Confidentiality.


 


(a) Seller hereby acknowledges
and agrees that, through its ownership or operation of the Company, has occupied positions of trust and confidence with respect
to the Company and the Business up to the date hereof and has had access to, and has become familiar with, the confidential and
non-public information of the Company and the Business any and all other confidential or proprietary information concerning the
affairs or conduct of the Company and the Business prior to the date hereof, whether prepared by or on behalf of the Seller or
the Company (collectively, the “Confidential Information”).


 


(b) Seller hereby acknowledges
and agrees that the protection of the Confidential Information of the Company is necessary to protect and preserve the value of
the Company and the Business and Assets of the Company, and that without such protection, Buyer would not have entered into this
Agreement and consummated the Contemplated Transactions. Accordingly, subject to the provisions of Section 5.5(c), Seller
hereby covenants and agrees, for itself, their Representatives and Related Persons and its and their successors and permitted
assigns, that, without the prior written consent of Buyer (which consent will be at the Buyer’s absolute discretion to give
or withhold), Seller will not, nor will Seller cause or permit any of its Representatives or Related Persons to, at any time on
or after the Closing Date, directly or indirectly, disclose to any Person or use for its own account or benefit or for the account
or benefit of any other Person any Confidential Information.


 


(c) The provisions of
Section 5.5(b) will not apply to any Confidential Information (i) that a the Seller can demonstrate with documentary evidence
is generally known to, and available for use by, the public other than as a result of the Breach of this Agreement or any other
agreement pursuant to which any Person (including Seller or any Representative or Related Person thereof) owes any duty of confidentiality
to the other Party or previously owed any duty of confidentiality to Buyer; (ii) that is required to be disclosed pursuant to
Legal Requirement or an Order, or (iii) that the Seller can reasonably determine is necessary to be disclosed to a Representative
of Seller in order for Seller to perform its covenants and obligations, or to enforce its rights against Buyer, under this Agreement
or any related agreement (and then only to the extent necessary to perform such covenants and obligations or to enforce such rights).
If Seller (including any Representative or Related Person thereof) becomes compelled by a Legal Requirement or any order to disclose
any Confidential Information, Seller will provide Buyer with prompt written notice of such requirement so that Buyer may seek
a protective order or other remedy in respect of such compelled disclosure. If such a protective order or other remedy is not
obtained by or is not available to Buyer, then Seller will be responsible for ensuring that only the minimum portion of such Confidential
Information that is legally required to be disclosed is so disclosed, and Seller will use all reasonable efforts to obtain assurances
that confidential treatment will be given to such Confidential Information. Seller acknowledge its responsibility to ensure that
its Representatives and agents who are given, or now have, access to the Confidential Information will comply with the terms of
this Section 5.5. Seller shall be liable for any Breach of this Agreement caused by its Representatives and agents.


 






    	 	-20-	 



     


    

 


5.6 Injunctive
Relief. The Parties acknowledge and agree that (a) each of the provisions of Sections 5.1, 5.4, 5.5, 5.8, 5.9, 5.10,
5.12 and 5.13 are reasonable and necessary to protect the legitimate business interests of the Parties and their Related Persons,
(b) any violation of any such covenant contained in Sections 5.1, 5.4, 5.5, 5.8, 5.9, 5.10, 5.12 and 5.13 would
result in irreparable injury to the Parties and their Related Persons, the exact amount of which would be difficult, if not impossible,
to ascertain or estimate, and (c) the remedies at law for any such violation would not be reasonable or adequate compensation
to the Parties and their Related Persons for such a violation. Accordingly, notwithstanding any other provision of this Agreement,
if either Party, directly or indirectly, violates any of its covenants or obligations under Sections 5.1, 5.4, 5.5, 5.8, 5.9,
5.10, 5.12 and 5.13 then, in addition to any other remedy which may be available to the other Party or any Related Person
thereof, at law or in equity, the Parties and their Related Persons will be entitled to injunctive relief against the other Party,
without posting bond or other security, and without the necessity of proving actual or threatened injury or damage.


 


5.7 Employees.
Buyer shall, in its sole and absolute discretion, determine those employees that the Company shall retain after Closing. Buyer
shall be under no obligation to cause the Company to retain any such employees on any terms or conditions other than such terms
or conditions determined by Buyer, or to continue employment benefits or compensation other than as determined in the sole discretion
of Buyer. Any employment will be at base salary or wage rates determined in the sole and absolute discretion of Buyer. The provision
of any other compensation or employee benefits, including, without limitation, bonuses, commissions, health benefits or compensation
plans, will be at Buyer’s sole discretion, and Buyer shall not assume any Employee Benefit Plan, any benefit plan obligation,
or acquire any benefit plan assets from Seller, the Company or any Related Person thereof.


 


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


 



    	 	-21-	 



     


    

 


5.9 Use of Name.
Seller hereby agrees that from and after the Closing Date that Seller and their Related Persons shall not, directly or indirectly,
use the name “Wilson Waste”,” “Wilson Waste Systems”, or any derivation or variation thereof in
any manner


 


5.10Additional
Covenants.


 


The Parties will do
all other acts that may be reasonably necessary or desirable in the opinion of Buyer to consummate the Contemplated Transactions,
all without further consideration.


 


5.11 Intentionally
Deleted 


 


5.12 Seller Releases.
Save and except for any rights of Seller under this Agreement, effective as of the Closing Date, Seller, for itself, and its Related
Persons and each of their respective members, managers, officers, directors, employees, successors, assigns, agents and Representatives
(collectively, the “Seller Releasing Parties”), hereby finally, unconditionally, irrevocably and absolutely
fully releases, acquits, remises and forever discharges the Company and Buyer and any of their Related Persons, and their respective
officers, dicrectors, member, managers, employees, parent companies, subsidiaries, predecessors, successors, assigns, agents and
Representatives, from any and all actions, suits, debts, sums of money, interest owed, accounts, contribution obligations, reckonings,
bonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda,
charges, damages, judgments, executions, obligations, costs, expenses, fees (including attorneys’ fees and court costs),
counterclaims, claims, demands, causes of action and Liabilities (the “Seller Claims”) existing as of the Closing
Date accruing to Seller and the Seller Releasing Parties in any capacity whatsoever, including but not limited to: (i) all of
Seller’s and Seller Releasing Parties’ capacities with the Company; (ii) arising under or by virtue of the Organizational
Documents or any Company Document; (iii) relating to or resulting from the negotiation, preparation, and consummation of this
Agreement and the Contemplated Transactions; or (iv) the valuation of the Membership Interests or determination of the Purchase
Price. Seller hereby finally, unconditionally, irrevocably and absolutely waives any and all offsets and defenses, in each case
related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred on or prior to the Closing
Date with respect to such Seller Claims, whether known or unknown, absolute or contingent, matured or unmatured, foreseeable or
unforeseeable, presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common
law, in contract, in tort or otherwise, that Seller and the Seller Releasing Parties may now have or that might subsequently accrue
to any of them, including without limitation those against any current or former officer, director, manager, member, partner,
employee, agent or Representative of the Company or any of its Related Persons or by reason of being a employee, member, manager,
officer and/or director of the Company or its Related Persons. This Section 5.12 shall survive Closing and any termination
or expiration of this Agreement.


 


5.13 Guaranty.
Guarantor guarantees the duties and obligations of Seller pursuant to this Agreement, including without limitations the obligations
of Seller pursuant to Sections 2.4 of this Agreement, in each case subject to the terms of the applicable Section of this
Agreement (collectively, the provisions of this Section 5.13 are referred to as the “Guaranty”): Without
limiting the forgoing:


 


(a) The Guarantor does
hereby absolutely, unconditionally and irrevocably guarantee to Buyer and the Company the full payment by Seller of charges, fees,
claims, costs, expenses, damages, Adverse Consequences, Seller Claims, Retained Liabilities, Current Litigation Matters, and all
other amounts required to be paid by Seller under this Agreement. Guarantor’s obligations hereunder shall be primary and
not secondary and are independent of the obligations of Seller. This Section 5.13 shall survive Closing and any termination
or expiration of this Agreement.


 


(b) A separate action
or actions may be brought and prosecuted against Guarantor, whether or not an action is first brought against Seller or whether
Seller shall be joined in any such action or actions. At Buyer’s option, or any Company if applicable, Guarantor may be
joined in any action or Proceeding commenced by Buyer, or any Company, against Seller in connection with and based upon any covenants
and obligations of this Agreement, and Guarantor hereby waives any demand by Buyer, or the Company, and/or prior action by Buyer,
or the Company, of any nature whatsoever against Seller. The Guarantor consents to forbearance, indulgences and extensions of
time on the part of Buyer, or the Company, being afforded by Seller, and/or the waiver from time to time by Buyer, or the Company,
of any right or remedy on its part as against Seller.


 






    	 	-22-	 



     


    

 


(c) This Guaranty shall
remain and continue in full force and effect, notwithstanding (i) any alteration of this Agreement by Buyer and Seller, whether
prior or subsequent to the execution thereof; and/or (ii) any renewal, extension, modification, amendment or assignment of this
Agreement. The Guarantor does hereby waive notice of any of the foregoing and agrees that the liability of the Guarantor hereunder
shall be based upon the obligations set forth in this Agreement as the same may be altered, renewed, extended, modified, amended
or assigned. Guarantor further waives all notice of the acceptance of this Guaranty and notice of breach, default or nonperformance
by Seller of its obligations under this Agreement. The Guarantor’s obligations hereunder shall remain fully binding although
Buyer, or Company as applicable, may have waived one or more defaults by Seller, extended the time of performance by Seller, released,
returned, or misapplied other collateral given later as additional security (including other guaranties) and released Seller from
the performance of its obligations under this Agreement. This Guaranty shall remain in full force and effect notwithstanding the
institution by or against Seller of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of any nature,
or the disaffirmance of this Lease in any such proceedings or otherwise.


 


(d) Guarantor acknowledges
that prior to signing this Agreement, Guarantor has read the Agreement, including this Section 5.13 and completely understands
the terms of the Agreement and this Section 5.13. This Guaranty shall be applied to and binding upon the heirs, Representatives,
successors and assigns of the Guarantor.


 


Section
6

CONDITIONS TO OBLIGATION TO CLOSE


 


6.1 Conditions
to Obligation of Buyer to Close. The obligation of Buyer to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:


 


(a) The representations
and warranties of Seller set forth in Sections 3 and 4 shall be true and correct in all material respects at and
as of the Closing Date, except to the extent that such representations and warranties are qualified by terms such as “material”
and “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all
respects at and as of the Closing Date. Without limiting generality of the forgoing, all of the Assets, including all Tangible
Personal Property, shall be in the same condition, use, operation and repair as of the date of any inspection by Buyer of such
Assets and Tangible Personal Property, normal wear and tear excepted;


 


(b) Seller shall have
performed and complied with all of their covenants hereunder in all material respects through the Closing, except to the extent
that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which
case Seller shall have performed and complied with all of such covenants in all respects through the Closing;


 


(c) The Company and/or
Seller shall have procured all of the third-party consents specified in Schedule 3.1(d) and 4.3(b) [and 4.16(i)];


 


(d) No action, suit,
or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state,
local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or
charge would (i) prevent consummation of any of the transactions contemplated by this Agreement, (ii) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Membership
Interests and to control the Company, or (iv) affect adversely the right of the Company to own its Assets, including the Properties,
and to operate their Business (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);


 






    	 	-23-	 



     


    

 


(e) There has not been
made or threatened by any Person a claim asserting that such Person (i) is the holder of record or the beneficial owner of, or
has the right to acquire or to obtain beneficial ownership of, any Membership Interests or other interest of the Company, or any
other voting, equity or ownership interest, in or to the Company, (ii) is entitled to all or any portion of the Purchase Price
payable for the Membership Interests as contemplated by this Agreement or (iii) is entitled to acquire any of the Assets, including
the Properties, of the Company;


 


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


 


(g) Seller shall have
caused the Company to terminate, without Liability to the Company or Buyer, all Excluded Contracts, or assign all Excluded Contracts
to Seller or any third party; and


 


(h) On or before the
Closing, Seller shall file for and obtain in the name of the applicable Company all the necessary Governmental Authorizations
from any Governmental Body (collectively the “Approvals”) having jurisdiction over the Business, in order for
the Permits to be issued to the Company. Seller covenants to use good faith and due diligence to actively pursue the Approvals.
Seller shall execute any additional agent authorization documentation and any other document, instrument or certificate specifically
required by any Governmental Body to permit the Company to obtain the Permits and Approvals;


 


(i) Seller shall have
delivered to Buyer a certificate to the effect that each of the conditions specified above in Section 6.1(a)-(h)
is satisfied in all respects;


 


(j) Seller shall have
delivered to Buyer a Closing Statement and accompanying loan payoff statements showing any and all Retained Liabilities of the
Company which such Retained Liabilities shall be paid and satisfied at or before Closing in accordance with Section 2.4
(the “Closing Statement”), and shall have delivered to Buyer the list of all current Accounts Receivables as
contemplated by Section 4.11(c);


 


(k) Buyer shall have
received the resignations, effective as of the Closing, of each officer, director, employee, independent contractor, manager or
member of the Company other than those whom Buyer shall have specified in writing on or prior to Closing, Buyer shall have received
from each such employee, independent contractor, officer, directors, manager or member a release of the Company and Buyer in the
form substantially the same as the release provided by the Seller in Section 5.12;


 


(l) Seller and Guarantor
shall have executed and delivered to Buyer a non-competition, non-solicitation, and confidentiality agreement substantially in
the form attached hereto as Schedule 6.1(l) (the “Restrictive Covenants Agreement”);


 


(m) Intentionally deleted.


 


(n) Seller shall have
delivered to Buyer (i) a copy of the articles of organization of the Company certified on or soon before the Closing Date by the
Secretary of State (or comparable officer) of the jurisdiction of organization of the Company, (ii) a certificate of good standing
for the Company issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction
of organization of the Company and of each jurisdiction in which the Company is qualified to do business, (iii) the minute books
and all corporate records of the Company and (iv) all other Organizational Documents;


 






    	 	-24-	 



     


    

 


(o) Seller shall have
delivered to Buyer a certificate of the secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory
to Buyer, certifying as to (i) no amendments to the articles of organization or other Organizational Documents of the Company
since Effective Date; and (ii) any resolutions of the members of the Company relating to this Agreement and the Contemplated Transactions;


 


(p) Buyer shall have
employed Keith Wilson;


 


(q) Buyer shall employed
Jeremy Stanek;


 


(r) Intentionally Deleted


 


(s) all actions to be
taken by Seller in connection with Contemplated Transactions and all certificates, opinions, instruments, and other documents
required to effect the Contemplated Transaction shall be reasonably satisfactory in form and substance to Buyer.


 


Buyer may waive any condition specified in this Section
6.1 if it executes a writing so stating at or prior to the Closing.


 


6.2 Conditions
to Obligation of Seller to Close. The obligation of Seller to consummate the transactions to be performed by them in connection
with the Closing is subject to satisfaction of the following conditions:


 


(a) the representations
and warranties of Buyer set forth in Section 3.2 shall be true and correct in all material respects at and as of the Closing
Date, except to the extent that such representations and warranties are qualified by terms such as “material” and
“Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects
at and as of the Closing Date;


 


(b) Buyer shall have
performed and complied with all of its covenants hereunder in all material respects through the Closing, except to the extent
that such covenants are qualified by terms such as “material” and “Material Adverse Effect,” in which
case Buyer shall have performed and complied with all of such covenants in all respects through the Closing;


 


(c) no action, suit,
or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign
jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i)
prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated
by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall
be in effect);


 


(d) Buyer shall have
delivered to Seller a certificate to the effect that each of the conditions specified above in Section 6.2(a)-(c)
is satisfied in all respects;


 


(e) Buyer shall have
executed and delivered the Restrictive Covenants Agreement;


 


(f) all actions to be
taken by Buyer in connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments, and
other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Seller.


 


Seller may waive any condition specified
in this Section 6.2 if Seller execute a writing so stating at or prior to the Closing.


 






    	 	-25-	 



     


    

 


Section
7

INDEMNIFICATION


 


7.1 Survival.
Subject to the provisions of this Section 7, all representations, warranties, covenants and obligations of the Parties
contained in this Agreement and in the agreements, instruments and other documents delivered pursuant to this Agreement will survive
the Closing and the consummation of the Contemplated Transactions.


 


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


 


(a) any Breach of any
representation or warranty made by Buyer (i) in this Agreement, (ii) the Schedules, (iii) the certificates delivered pursuant
to this Agreement, or (iv) any other document, writing or instrument delivered by Buyer pursuant to this Agreement;


 


(b) any Breach of any
covenant, obligation or agreement of Buyer in this Agreement or in any related agreement;


 


(c) any claim by any
Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made,
or alleged to have been made, by any Person with Buyer in connection with this Agreement or any of the Contemplated Transactions;
or


 


(d) any Liability of
the Company based on facts, events or circumstances occurring after the Closing Date, or arising out of or in connection with
the ownership and operation of the Company and the Assets and Business following the Closing, or facts and circumstances relating
specifically to the Company and the Business arising after the Closing.


 


7.3 Indemnification
by Seller.


 


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


 


(i) any Breach of
any representation or warranty made by Seller in (A) this Agreement, (B) the Schedules, (C) the certificates delivered pursuant
to this Agreement, (D) any transfer instrument or (E) any other certificate, document, writing or instrument delivered by Seller
pursuant to this Agreement;


 


(ii) any Breach of
any covenant, obligation or agreement of Seller in this Agreement or in any other certificate, document, writing or instrument
delivered by Seller pursuant to this Agreement;


 


(iii) any Liability
of the Company based on facts, events or circumstances occurring before the Closing Date, or arising out of or in connection with
the ownership and operation of the Company and the Assets and Business prior to the Closing, or facts and circumstances relating
specifically to the Company and the Business existing at or prior to the Closing, respectively, whether or not such Liabilities
or claims were known or unknown, absolute, accrued or contingent, on such date;


 


(iv) all Current Seller
Liabilities and any Liability or Indebtedness of the Company not reflected on Schedule 2.4 or the Closing Statement;


 






    	 	-26-	 



     


    

 


(v) all Retained Liabilities;


 


(vi) all Current Litigation
Matters;


 


(vii) any Liability
of the Company to Seller or any Related Person of Seller;


 


(viii) any Liability
of the Company resulting from, caused by, or arising in connection with the termination or assignment of any Excluded Contract;
and,


 


(ix) any claim by
any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged
to have been made by such Person with any Seller in connection with this Agreement or any of the Contemplated Transactions.


 


(b) In addition to its
indemnification obligations under Section 7.3(a), Seller hereby covenants and agrees that, to the fullest extent permitted
by Legal Requirement, they will defend, indemnify and hold harmless the Buyer Indemnified Persons for, from and against any Adverse
Consequences (including costs of cleanup, containment or other Remedial Action) arising out of acts or neglect occurring or conditions
existing at or before Closing from or in connection with:


 


(i) any Environmental,
Health and Safety Liabilities arising out of or relating to (A) the conduct of any activity by Seller, the Company, or their Related
Persons, or any employee, contractor, agent or Representative thereof, or relating to the Business and Assets, including the Properties,
of the Company; (B) the ownership or operation by any Person at any time on or prior to the Closing Date of any of the Assets,
including the Properties, or the Business of the Company, or (C) any Hazardous Materials or other contaminants that were present
on the Properties or Assets at any time on or prior to the Closing Date; or


 


(ii) any bodily injury
(including illness, disability or death, regardless of when such bodily injury occurred, was incurred or manifested itself), personal
injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other
damage of or to any Person or any Asset, including the Properties, in any way arising from or allegedly arising from (A) any Hazardous
Activity conducted by Seller, the Company or their Related Persons or any employee, contractor, agent or Representative thereof,
or any other Person, with respect to the Business or the Assets, including the Properties; or (B) from any Hazardous Material
that was (1) present or suspected to be present on or before the Closing Date on or at the Properties (or present or suspected
to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any Property and was present
or suspected to be present on any Property, on or prior to the Closing Date) or (2) Released or allegedly Released by Seller,
the Company or their Related Persons, or any Person, on or at any of the Properties or Assets at any time on or prior to the Closing
Date.


 


7.4 Time Limitations.


 


(a) For purposes of
this Agreement, a Buyer Indemnified Person may only assert a claim for indemnification under Section 7 during the applicable
period of time (the “Buyer Claims Period”) specified as follows:


 


(i) with respect to
any claim arising out of (A) the Breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement
or in any other agreement or instrument executed and delivered by any such Seller pursuant hereto relating to (1) Seller’s
authority or ability to enter into this Agreement, any related agreement and to consummate the Contemplated Transactions, (2)
Seller’s title to the Membership Interests of the Company being sold by it pursuant hereto and its ability to transfer the
same to Buyer free and clear of all Liens, (3) the Company’s title to the Assets and Properties owned by the Company free
and clear of all Liens, or (4) any Tax-related matter, (B) fraud, willful misrepresentation or willful misconduct, (C) any Current
Seller Liability or Retained Liability, (D) any Liability for any Current Litigation Matter or any Liability that is not included
on Schedule 2.4 or the Closing Statement, or (E) any indemnification clam made under Section 7.3(b) or pursuant
to a Breach by Seller of the representations and warranties set forth in Section 4.25, the Buyer Claims Period will commence
on the date of this Agreement and continue indefinitely; and


 






    	 	-27-	 



     


    

 


(ii) with respect
to any other indemnification claim made under Section 7.3 the Buyer Claims Period will commence on the date of this Agreement
and continue until the date that is two (2) years after the Closing Date;


 


provided, however,
that with respect to any such indemnification claim regarding the Breach by Seller of any obligation hereunder or under any related
agreement that is intended to survive and continue after the Closing, the Buyer Claims Period will continue for as long as such
obligation is outstanding.


 


(b) For purposes of
this Agreement, a Seller Indemnified Person may only assert a claim for indemnification under Section 7.2 during the applicable
period of time (the “Seller Claims Period”) commencing on the date of this Agreement and continuing until the
date that is two (2)years after the Closing Date; provided, however, that with respect to any such indemnification
claim regarding the Breach by Buyer of any obligation hereunder or under any related agreement that is intended to survive and
continue after the Closing, the Seller Claims Period will continue for as long as such obligation is outstanding.


 


Notwithstanding anything to the contrary
in this Section 7.4, if before 5:00 p.m. (eastern time) on the last day of the applicable Buyer Claims Period or Seller
Claims Period, any Party against which an indemnification claim has been made hereunder has been properly notified in writing
of such claim for indemnity hereunder and the basis thereof, including with reasonable supporting details for such claim (to the
extent then known), and such claim has not been finally resolved or disposed of as of such date, then such claim will continue
to survive and will remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with
the terms of this Agreement.


 


7.5 Payment of
Claims. A claim for indemnification may be asserted by written notice to the Party from whom indemnification is sought and
will be paid promptly after such notice, together with satisfactory proof of Adverse Consequences or other documents evidencing
the basis of the Adverse Consequences sought, are received.


 


7.6 Third-Party
Claims.


 


(a) No later than ten
(10) Business Days after receipt by a Person entitled to indemnity under Section 7.2 or 7.3 or 2.4 (an “Indemnified
Person”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give notice to
the Person obligated to indemnify under such section (an “Indemnifying Person”) of the assertion of such Third-Party
Claim and a copy of any writing by which, such Third-Party assertion is made. The failure to notify the Indemnifying Person will
relieve the Indemnifying Person of any liability that it may have to any Indemnified Person to the extent that the Indemnifying
Person demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Person’s failure
to give such notice.


 


(b) If an Indemnified
Person gives notice to the Indemnifying Person pursuant to Section 7.6(a) of the assertion of a Third-Party Claim, the
Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes
(unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines
in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance
to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect
to such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified
Person (provided, such counsel has appropriate experience in the subject matter relating to the claim). After notice from
the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying
Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this Section 7.6(b)
for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently
incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation.
If the Indemnifying Person assumes the defense of a Third-Party Claim, (i) such assumption will conclusively establish for purposes
of this Agreement that the claims made in that Third-Party Claim are within the scope of and subject to indemnification, and (ii)
no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s
Consent unless: (A) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any
Person; (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (C) the Indemnified
Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent.
If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within
ten (10) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume
the defense of such Third-Party Claim, the Indemnifying Person will be bound by any determination made in such Third-Party Claim
or any compromise or settlement effected by the Indemnified Person.


 






    	 	-28-	 



     


    

 


(c) Notwithstanding
the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim
may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification
under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend,
compromise or settle such Third-Party Claim, but the Indemnifying Person will not be bound by any determination of any Third-Party
Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not
be unreasonably withheld).


 


(d) Seller hereby consents
to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Buyer
Indemnified Person for purposes of any claim that a Buyer Indemnified Person may have under this Agreement with respect to such
Proceeding or the matters alleged therein and agree that process may be served on Seller with respect to such a claim anywhere
in the world.


 


(e) With respect to
any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4: (i) both the Indemnified
Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party
Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel; and (ii) the
parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and
to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.


 


(f) With respect to
any Third-Party Claim subject to indemnification under this Section 7 and Section 2.4, the parties agree to cooperate
in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client
and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of
any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information
(consistent with applicable law and rules of procedure); and (ii) all communications between any party hereto and counsel responsible
for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable
attorney-client or work-product privilege


 






    	 	-29-	 



     


    

 


7.7 Escrow.
In order to provide a ready fund for the payment to Purchaser of amount(s) due from Seller pursuant to this Section 7, the parties
hereto hereby agree that Four Hundred Thousand Dollars ($400,000.00) of the Purchase Price described in Section 2.2(i) (the ”Seller
Indemnification Escrow Amount”) shall be placed in escrow at Closing with a national or state bank with trust powers
to be mutually agreed upon by Buyer and the Seller prior to Closing (the “Escrow Agent”), which escrow shall
be held for a one year period subject to the terms and conditions substantially in the form of the escrow agreement attached hereto
and made a part hereof as Exhibit 7.7 (the “Escrow Agreement”). Following the expiration of the nine month
period, the Seller Indemnification Escrow Amount shall be automatically released to the Seller. The Escrow Agreement shall specifically
provide that Post Closing Ordinary Trade Debt of the Company and Business,, if not paid by Seller as set forth in Sectini 2.4
shall be paid from the Seller Indemnification Escrow Amount.


 


7.8 Other Remedies.
The foregoing right of any setoff provisions, holdback provisions and indemnification provisions are in addition to, and not in
derogation of, any statutory, equitable, or common law remedy any Party may have in connection with this Agreement and the Contemplated
Transactions.


 


Section
8

TAX MATTERS


 


The following provisions
shall govern the allocation of responsibility as between Buyer and Seller for certain tax matters following the Closing Date:



 


8.1 Tax Indemnification.
Seller shall indemnify the Company, Buyer, and each Related Person of Buyer and hold them harmless from and against, without duplication,
any loss, claim, liability, expense, or other damage attributable to (a) all Taxes (or the non-payment thereof) of the Company
for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable
period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), and (b) any and all
Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any
law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. Seller shall reimburse Buyer
for any Taxes of the Company which are the responsibility of Seller or the Company pursuant to this Section 8.1 within
fifteen (15) business days after payment of such Taxes by Buyer or the applicable Company. Buyer shall indemnify Seller and hold
it harmless from and against any loss, claim, liability, expense or other damage attributable to Buyer’s failure to timely
file complete and accurate Tax Returns pursuant to Section 8.3.


 


8.2 Straddle Period.
In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”),
the amount of any Taxes based on or measured by income or receipts of the applicable Company for the Pre-Closing Tax Period shall
be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other
Taxes of the applicable Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount
of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable
period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.


 


8.3 Responsibility
for Filing Tax Returns. Seller shall prepare or cause to be prepared at Seller’s cost and file or cause to be filed
the income Tax Returns related to the Pre-Closing Period, but shall provide a copy of such return to Buyer at least ten (10) days
prior to the filing deadline and give Buyer an opportunity to provide comments with respect to such Tax Returns. Buyer shall prepare
or caused to be prepared at Buyer's cost and file or caused to be filed all other Tax Returns for the Company which are filed
after the Closing Date.


 


8.4 Cooperation
on Tax Matters.


 


(a) Buyer and its Related
Persons and Seller and its Related Persons shall cooperate fully, as and to the extent reasonably requested by the other Party,
in connection with the filing of Tax Returns pursuant to Section 8.3 and any audit, litigation or other proceeding with
respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records
and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available
on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer (and
Buyer shall cause the Company), and Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to
the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations
(and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all
record retention agreements entered into with any taxing authority, and (ii) to give the other Party reasonable written notice
prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer
shall cause the Company to, as the case may be, shall allow the other Party to take possession of such books and records.


 






    	 	-30-	 



     


    

 


(b) Buyer and Seller
further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority
or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited
to, with respect to the transactions contemplated hereby).


 


(c) Buyer and Seller
further agree, upon request, to provide the other party with all information that either party may be required to report pursuant
to Code Section 6043 and all Treasury Regulations promulgated thereunder.


 


8.5 Tax Sharing
Agreements. All Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated
as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability or right to any
benefit thereunder with respect to any period.


 


8.6 Certain Taxes
and Fees. Except as otherwise provided in this Agreement, all transfer, documentary, sales, use, stamp, registration and other
such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred
in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller
will, at Seller’s own expense file all necessary Tax Returns and other documentation with respect to all such Taxes, fees
and charges, and, if required by applicable law, Buyer will, and will cause its Related Persons to, join in the execution of any
such Tax Returns and other documentation. To the extent that any such taxes, costs or fees arise out of Buyer’s unilateral
action following Closing, Buyer shall be responsible for the same.


 


8.7 Refunds and
Tax Benefits. Any Tax refunds that are received by Buyer or the Company, and any amounts credited against Tax to which the
Buyer or the Company become entitled, that relate to Pre-Closing Tax Periods shall be for the account of the Seller, and, so long
as no default or deficiency is then due from Seller to Buyer under Section 7 and Section 8, Buyer shall pay over
to Seller any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto.


 


8.8 Transaction
Related Taxes. All local, state and federal taxes due or becoming due as a result of the transactions contemplated hereby
shall be paid by Seller.


 


Section
9

MISCELLANEOUS


 


9.1 Expenses.
Each of Buyer and Seller will bear their own costs and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the Contemplated Transaction, and Seller shall also bear the costs and expenses of the Company (including all
of their legal fees and expenses) in connection with this Agreement and the Contemplated Transactions. Seller shall also bear
the costs and expenses incurred solely in connection with the transfer of the Membership Interests to Buyer, if any. Seller shall
be responsible for all federal and state income or similar taxes imposed on Seller as a result of the Contemplated Transaction
hereby.


 






    	 	-31-	 



     


    

 


9.2 Notices.
All notices, requests, demands, claims and other communications permitted or required to be given hereunder must be in writing
and will be deemed duly given and received (i) if personally delivered, when so delivered, (ii) if mailed, three (3)
Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed
to the intended recipient as set forth below, (iii) if sent by electronic facsimile, once transmitted to the fax number specified
below and the appropriate telephonic confirmation is received, provided that a copy of such notice, request, demand, claim or
other communication is promptly thereafter sent in accordance with the provisions of clause (ii) or (iv) hereof, or (iv) if
sent through an overnight delivery service in circumstances to which such service guarantees next day delivery, the Business Day
following being so sent:


 


(a) To Buyer:


 


Meridian Waste Missouri, LLC


One Glenlake Parkway, NE


Suite 900


Atlanta, Georgia 30328


Attn: Jeffrey Cosman


Email: jsc@jscosinc.com


Phone: (724) 799-4305


 


with a copy (which will not
constitute valid delivery to Buyer) to:


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


11660 Alpharetta Highway


Building 700, Suite 730


Roswell, Georgia 30076


Attn: Richard J. Dreger, Esq.


Email: Rick@rdregerlaw.com


Phone: (678) 566-6901


 


(b) To Seller:


 


Keith A. Wilson, as Trustee of the Keith
A. Wilson


Living Trust dated January 31, 2008


4495 Wilson Road


Defiance, Missouri 63341


Attention: Keith A. Wilson


Email: kww_wilsonwastesystems@hotmail.com


Phone: (314) 393-2015





with a copy (which will not constitute valid delivery
to Seller) to:


 


Law Office of John T. Shaw


101 E. Booneslick Road


Jonesburg, MO 53341


Attention: John T. Shaw, Esq.


Email: shaw.johnt@gmail.com


Phone: (636) 488-0505


 


(c) To Guarantor:


 


Keith A. Wilson


4495 Wilson Road


Defiance, Missouri 63341


Email: kw_wilsonwastesystems@hotmail.com


Phone: (314) 393-2015





with a copy (which will not constitute valid delivery
to Seller) to:


 


Law Office of John T. Shaw


101 E. Booneslick Road


Jonesburg, MO 53341


Attention: John T. Shaw, Esq.


Email: shaw.johnt@gmail.com


Phone: (636) 488-0505


 






    	 	-32-	 



     


    

 


Either Party may give any notice, request,
demand, claim or other communication hereunder using any other means (including, without limitation, electronic mail), but no
such notice, request, demand, claim or other communication will be deemed to have been duly given or received unless and until
it actually is received by the Party for which it is intended and the notifying Party can provide evidence of such actual receipt.
Either Party may change its address for the receipt of notices, requests, demands, claims and other communications hereunder by
giving the other Party notice of such change in the manner herein set forth.


 


9.3 Waiver; Remedies
Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by
any Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement
will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege
will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.
To the maximum extent permitted by Legal Requirement: (a) no claim or right arising out of this Agreement or any of the documents
referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by another Party; (b) no waiver that may be given by a Party will be applicable except in the specific
instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of
that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided
in this Agreement or the documents referred to in this Agreement.


 


9.4 Entire Agreement
and Modification. This Agreement (including the Schedules and Exhibits hereto and the other agreements and instruments to
be executed and delivered by the Parties pursuant hereto) constitutes the entire and final agreement among the Parties with respect
to the subject matter hereof, and supersedes and replaces all prior agreements, understandings, commitments, communications and
representations made among the Parties, whether written or oral, with respect to the subject matter hereof. This Agreement may
not be amended, supplemented, or otherwise modified except by a written agreement executed by the Parties.


 


9.5 Assignments;
Successors; No Third-Party Rights. No Party may assign any of its rights or delegate or cause to be assumed any of its obligations
under this Agreement without the prior written consent of each other Party, except that Buyer may assign any of its rights hereunder
to, and cause all of its obligations hereunder to be assumed by, any Related Person without the consent of Seller or assigned
as collateral to any of Purchaser’s financing sources, provided that no such assignment to financing sources shall relieve
Buyer of its obligations hereunder or alter or change any obligation of any other party hereto. Subject to the preceding sentence,
this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns
of the Parties, including the Guarantor. Nothing expressed or referred to in this Agreement will be construed to give any Person
other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision
of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this Section 9.5.
Notwithstanding anything to the contrary in this Section 9.5 or otherwise, Buyer shall at all times have all rights and
remedies granted to Buyer pursuant to Section 5.13 and the Guarantor shall at all times be bound by the provisions of Section
5.13.


 


9.6 Severability.
If any provision of this Agreement, or the application of any such provision to any Person or circumstance, is held to be unenforceable
or invalid by any Governmental Body or arbitrator or under any Legal Requirement, the Parties will negotiate an equitable adjustment
to the provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose, intent
and commercial effect of such provision and of this Agreement. In any event, the invalidity of any provision of this Agreement
or portion of a provision will not affect the validity of any other provision of this Agreement or the remaining portion of the
applicable provision.


 






    	 	-33-	 



     


    

 


9.7 Dates and Times.
Dates and times set forth in this Agreement for the performance of the Parties’ respective obligations hereunder or for
the exercise of their rights hereunder will be strictly construed, time being of the essence of this Agreement. All provisions
in this Agreement which specify or provide a method to compute a number of days for the performance, delivery, completion or observance
by any Party of any action, covenant, agreement, obligation or notice hereunder will mean and refer to calendar days, unless otherwise
expressly provided. Except as expressly provided herein, the time for performance of any obligation or taking any action under
this Agreement will be deemed to expire at 5:00 p.m. (eastern time) on the last day of the applicable time period provided for
herein. If the date specified or computed under this Agreement for the performance, delivery, completion or observance of a covenant,
agreement, obligation or notice by any Party, or for the occurrence of any event provided for herein, is a day other than a Business
Day, then the date for such performance, delivery, completion, observance or occurrence will automatically be extended to the
next Business Day following such date.


 


9.8 Governing Law.
This Agreement will be governed by and construed under the laws of the State of Georgia without regard to conflicts-of-laws principles
that would require the application of any other law.


 


9.9 Dispute Resolution;
WAIVER OF JURY TRIAL. 


 


(a) Any dispute or difference
between or among any of the Parties arising out of or in connection with this Agreement or the Contemplated Transactions, including
without limitation any dispute for indemnification under Section 2.4, Section 7 or 8, which such Parties are unable to
resolve themselves shall be submitted to and resolved by arbitration before a single arbitrator, for amounts in dispute under
Two Hundred Thousand and 00/100 Dollars ($200,000.00) and otherwise before a panel of three (3) arbitrators, which arbitration
shall be governed by and enforceable under the Federal Arbitration Act, as supplemented or modified by the provisions of this
Section 9.9. The arbitrator(s) will consider the dispute at issue in or within 100 miles of St. Charles, Missouri, within
one hundred twenty (120) days (or such other period as may be acceptable to the Parties to the dispute) of the designation of
the arbitrator. The arbitrator(s) will deliver a written award, including written findings of fact and conclusions of law, with
respect to the dispute to each of the arbitrating Parties, who will promptly act in accordance therewith. In no event will the
arbitrator(s) have the power to award damages in connection with any dispute in excess of actual compensatory damages. In particular,
the arbitrator(s) may not multiply actual damages or award consequential, indirect, special or punitive damages, including, without
limitation, damages for lost profits or loss of business opportunity. Any award of the arbitrator(s) will be final, conclusive
and binding on the arbitrating Parties; provided, however, that any such Party may seek the vacating, modification or correction
of the arbitrator(s)’ decision or award as provided under Section 10 and Section 11 of the Federal Arbitration
Act 9 U.S.C. §1-14. Any Party to an arbitration proceeding may enforce any award rendered pursuant to the arbitration provisions
of this Section 9.9 by bringing suit in any court of competent jurisdiction. All costs and expenses attributable to the
arbitrator(s) will be allocated between the Parties to the arbitration in such manner as the arbitrator(s) determine to be appropriate
under the circumstances. Any Party may file a copy of this Section 9.9 with any arbitrator or court as written evidence
of the knowing, voluntary and bargained agreement among the Parties with respect to the subject matter of this Section 9.9.


 


EACH PARTY HERETO HEREBY WAIVES TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH, OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYER TO ENTER INTO THIS AGREEMENT.


 


9.10 Execution
of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy
and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this
Agreement and of signature pages by facsimile transmission or electronic mail in PDF format will constitute effective execution
and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the Parties transmitted by facsimile or by electronic mail in PDF format will be deemed to be their original signatures for
all purposes.


 






    	 	-34-	 



     


    

 


9.11 Enforcement
of Agreemente. Seller acknowledges and agrees that Buyer would be damaged irreparably in the event any provision of this Agreement
is not performed in accordance with its specific terms or otherwise is breached, so that Buyer shall be entitled to injunctive
relief to prevent breaches of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in
addition to any other remedy to which Buyer may be entitled, at law or in equity. In particular, Seller acknowledge that the Business
of the Company are unique and recognize and affirm that in the event Seller Breaches this Agreement, money damages would be inadequate
and Buyer would have no adequate remedy at law, so that Buyer shall have the right, in addition to any other rights and remedies
existing in its favor, to enforce its rights and obligations hereunder not only by action for damages but also by action for specific
performance, injunctive, and/or other equitable relief. Notwithstanding the foregoing, the parties hereto and their former, current
and future Affiliates, partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives,
shareholders, members, successors and assigns, shall not have any rights or claims against, and agree not to commence (and if
commenced agree to dismiss or otherwise terminate) any action or proceeding, whether at law or in equity, in contract, in tort
or otherwise, against any debt financing source in connection with this Agreement, the transactions contemplated hereby and neither
the Seller, the Company nor any of their former, current or future related parties shall be entitled to seek specific performance
of any rights of the Buyer or any Affiliate thereof to cause the loans under the any financing agreement to be funded.


 


(See following page
for execution signatures)


 






    	 	-35-	 



     


    

 





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


 


	 	“BUYER”
    or “PURCHASER”
	 	 
	 	MERIDIAN WASTE
    MISSOURI, LLC a Missouri limited liability company
	 	 	 
	 	By:	/s/
    Jeffrey S. Cosman
	 	 	Jeffrey S. Cosman, Manager
	 	 	 
	 	“SELLER”
	 	 	 
	 	/s/
    Keith A. Wilson
	 	Keith A. Wilson,
    as Trustee of the Keith A. Wilson Living Trust dated January 31, 2008
	 	 	 
	 	“GUARANTOR”
	 	 
	 	/s/
    Keith A. Wilson
	 	Keith A. Wilson,
    individually




 






    	 	-36-	 



     


    

 


SCHEDULE 1.1

DEFINED TERMS


 


“Accounts
Receivable” means (i) all trade and other accounts receivable and other rights to payment from past or present customers
of the Company, and the full benefit of all security for such accounts or rights to payment, including all trade and other accounts
receivable representing amounts receivable in respect of services rendered to customers of the Business, and (ii) any claim, remedy
or other right related to any of the foregoing.


 


“Adverse
Consequences” means all actions, suits, Proceedings, hearings, investigations, charges, complaints, claims, demands,
diminutions in value, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in
settlement or claims, obligations, Taxes, Liens, losses, interest, expenses (including costs of investigation and defense), any
other Liability and fees, including court costs and reasonable attorneys’ fees and expenses, whether or not involving a
Third-Party Claim.


 


“Affiliated
Group” means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar
provision of state, local or foreign law.


 


“Agreement”
has the meaning set forth in the preface.


 


“Approvals”
has the meaning set forth in Section 6.1(h).


 


“Assets”
has the meaning set forth in Section 4.7.


 


“Basis”
means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction that forms or could form the basis for any specified consequence.


 


“Breach”
means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with,
any covenant, obligation or agreement, in or of this Agreement or any other Contract, agreement or instrument (whether or not
related to this Agreement), or in or of any corporate, Company or partnership organizational document or agreement, any Governmental
Authorization, Order or Legal Requirement, or any other breach of any written instrument, or any event which with the passing
of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.


 


“Business”
has the meaning set forth in the Background Facts.


 


“Business
Day” means any day other than a Saturday or Sunday or any other day on which banks in Missouri are permitted or required
by Legal Requirement to be closed.


 


“Buyer”
has the meaning set forth in the preface.


 


“Buyer Claims
Period” has the meaning set forth in Section 7.4(a).


 


“Buyer Indemnified
Persons” has the meaning set forth in Section 7.3.


 


“CERCLA”
has the meaning set forth in Section 4.25.


 


“Closing”
and “Closing Date” has the meaning set forth in Section 2.3.


 






    	 	-37-	 



     


    

 


“Closing
Statement” has the meaning set forth in Section 6.1(j).


 


“COBRA”
means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B and of any similar state law.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Company”
has the meaning set forth in the Background Facts.


 


“Company
Contracts” has the meaning set forth in Section 4.18(a).


 


“Company
Documents” has the meaning set forth in Section 5.1.


 


“Confidential
Information” has the meaning set forth in Section 5.5(a).


 


“Consent”
means any approval, consent, ratification, waiver or other authorization.


 


“Contemplated
Transactions” means all of the transactions contemplated by this Agreement.


 


“Contract”
means any agreement, contract, license, lease, consensual obligation, promise or undertaking (whether written or oral and whether
express or implied), whether or not legally binding.


 


“Current
Litigation Matters” has the meaning set forth in Section 4.20.


 


“Current
Seller Liabilities” or “Current Seller Liability” has the meaning set forth in Section 2.4(a).


 


“Disclosure
Schedule” has the meaning set forth in the introductory paragraph to Section 4.


 


“Effective
Date” has the meaning set forth in the preface.


 


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


 


“Employee
Welfare Benefit Plan” has the meaning set forth in ERISA Section 3(1).


 






    	 	-38-	 



     


    

 


“Environment”
means soil, land surface or subsurface strata, surface waters, groundwaters, drinking water supply, stream sediments, ambient
air (including indoor air), plant and animal life and any other environmental medium or natural resource.


 


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


 


“Environmental
Law” means any Legal Requirement that requires or relates to (i) advising appropriate Governmental Bodies, employees
or the public of any intended Release, actual Release or Threat of Release of pollutants or Hazardous Materials, violations of
discharge limits or other prohibitions and the commencement of activities, such as resource extraction or construction, that could
have significant impact on the Environment, (ii) preventing or reducing to acceptable levels the Release of pollutants or Hazardous
Materials into the Environment, (iii) reducing the quantities, preventing the Release or minimizing the hazardous characteristics
of wastes that are generated, (iv) assuring that products are designed, formulated, packaged and used so that they do not present
unreasonable risks to human health or the Environment when used or disposed of, (v) protecting resources, species or ecological
amenities, (vi) reducing to acceptable levels the risks inherent in the transportation of pollutants, Hazardous Materials or other
potentially harmful substances, (vii) cleaning up pollutants that have been Released, preventing the Threat of Release or paying
the costs of such clean up or prevention, (viii) making responsible Persons pay private parties, or groups of them, for damages
done to their health or the Environment or permitting self-appointed representatives of the public interest to recover for injuries
done to public assets; or (ix) governing or regulating any Hazardous Activities.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA Affiliate”
means each entity that is treated as a single employer with any Company for purposes of Code Section 414.


 


“Excluded
Contracts” has the meaning set forth in Section 5.2.


 


“Financial
Statements” has the meaning set forth in Section 4.11(a)(i).


 


“GAAP”
means generally accepted accounting principles as in effect in the United States of America, as determined by the Financial Accounting
Standards Board from time to time, applied on a consistent basis as of the date of any application thereof.


 






    	 	-39-	 



     


    

 


“Governmental
Authorization” means any zoning approvals, permits (including the Permits), franchise rights, rights-of-way, Consent,
license, permission, registration, permit or other right or approval issued, granted, given or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal Requirement and all pending applications therefor or renewals
thereof.


 


“Governmental
Body” means any (i) nation, state, county, city, town, borough, village, district or other jurisdiction, (ii) federal,
state, county, local, municipal, foreign or other government, (iii) governmental or quasi-governmental authority of any nature
(including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental
powers), (iv) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police,
regulatory or taxing authority or power, (v) Indian tribal authority, (vi) multinational organization or body, or (vii) official
of any of the foregoing.


 


“Guarantor”
has the meaning set forth in Section 5.13.


 


“Guaranty”
has the meaning set forth in Section 5.13.


 


“Hazardous
Activity” means, with respect to any Person (including any Party or the Company or their Related Persons), the distribution,
generation, handling, importing, management, manufacturing, processing, production, refinement, Release, storage, transfer, transportation,
treatment or use (including any withdrawal or other use of groundwater) of Hazardous Material in, on, under, about or from any
Property or other facility or real property owned, leased, operated or otherwise used by such Person or any of its contractors
in connection with the conduct of the business of such Person, or from any other asset of such Person, into the Environment and
any other act, business, operation or thing that increases the danger, or risk of danger, or poses an unreasonable risk of harm,
to persons or property, whether on or off the aforementioned Properties, facilities or other real property, beyond what is authorized
by any Environmental Law relating to the business of such Person.


 


“Hazardous
Material” means any substance, material or waste which is or will foreseeably be regulated by any Governmental Body,
including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,”
“hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,”
“pollutant,” “toxic waste” or “toxic substance” under any provision of Environmental Law,
and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material,
urea formaldehyde and polychlorinated biphenyls.


 


“Improvements”
means all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation,
load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing
and other building systems, environmental control, remediation and abatement systems, sewer, storm, and waste water systems, irrigation
and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications,
computer, wiring, and cable installations, all of which are included in the Properties.


 


“Indebtedness”
means (a) any indebtedness (including all accrued interest) for borrowed money or issued in substitution for or exchange of indebtedness
for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture or other debt security, (c) any indebtedness for
the deferred purchase price of property or services with respect to any Company is liable, contingently or otherwise, as obligor
or otherwise, (d) any commitment by which any Company assures a creditor against loss (including, without limitation, contingent
reimbursement obligations with respect to letters of credit), (e) any indebtedness guaranteed in any manner by any Company (including,
without limitation, guarantees in the form of an agreement to repurchase or reimburse), (f) any obligations under capitalized
leases with respect to which any Company is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect
to which obligations any Company assures a creditor against loss, (g) any TRAC or synthetic leases; (h) any indebtedness secured
by a Lien on the Assets of any Company, (i) any unsatisfied obligation for “withdrawal liability” to a “Multiemployer
Plan” as such terms are defined under ERISA, (j) the deficit or negative balance, if any, in any Company’s checking
account and (k) any credit card debt.


 






    	 	-40-	 



     


    

 


“Indemnified
Person” has the meaning set forth in Section 7.6(a).


 


“Indemnifying
Person” has the meaning set forth in Section 7.6(a).


 


“Insolvent”
means being unable to pay debts as they mature, or as obligations become due and payable.


 


“Insolvency
Laws” means any bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirement affecting the
enforcement of creditors rights generally, and general principles of equity (regardless of whether enforcement is considered in
a proceeding in law or equity).


 


“IRS”
means the United States Internal Revenue Services and, to the extent relevant, the United States Department of the Treasury.


 


“Inspection
Period” has the meaning set forth in Section 5.2.


 


“Insurance
Policies” or “Insurance Policy” has the meaning set forth in Section 4.28.


 


“Intangible
Personal Property” means all intangible property used or held for use by any Company, of whatever type or description,
including (a) the business as a going concern (b) goodwill of any Company (c) all files, records and correspondence (d) telephone
numbers, telecopy numbers (e) all rights in Internet web sites and Internet domain names presently used by Seller or the Company,
and links; (f) all registered and unregistered copyrights in both published works and unpublished works, (g) the names “Wilson
Waste Systems” and “Wilson Waste” and all assumed fictional business names, trade names, registered and unregistered
trademarks, service marks and applications, and (h) all know-how, trade secrets, confidential or proprietary information, customer
lists, software, technical information, data, process technology, plans, drawings and blue prints; and (f) all right, title and
interest in and to all Company Documents, Company Contracts, and all Permits, Governmental Authorizations, Approvals, Consents,
licenses and other permits and approvals of the Company.


 


“Intellectual
Property Assets” has the meaning set forth in Section 4.27.


 


“Knowledge”
means when used to qualify a representation, warranty or other statement of a Party to this Agreement, (i) the knowledge that
management of the Party actually has with respect to the particular fact or matter that is the subject of such representation,
warranty or other statement, and (ii) the knowledge that management of the Party could reasonably be expected to have as prudent
and responsible owners and operators of the assets and the business of such Party, or in the case of Seller, the ownership and
operation of the Company, after having conducted a reasonably comprehensive inquiry or investigation with respect to the fact
or matter that is the subject of such representation, warranty or other statement.


 


A Person (other than
an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who
has at any time served, as a director, officer, partner, member, manager, executor or trustee of that Person (or in any similar
capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual
(and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding
the accuracy of the representations and warranties made herein by that Person or individual.


 






    	 	-41-	 



     


    

 


“Legal Requirement”
means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle
of common law, code, regulation, statute or treaty.


 


“Liability”
means with respect to any Person (including any Party), any Indebtedness, liability, penalty, damage, loss, cost or expense, obligation,
claim, deficiency, or guaranty of such Person of any kind, character or description, whether known or unknown, absolute or contingent,
accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become
due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued
on the financial statements of such Person, including any liability for Taxes.


 


“Lien”
means with respect to any Person, any mortgage, right of way, easement, encroachment, any restriction on use, servitude, pledge,
lien, charge, hypothecation, security interest, encumbrance, adverse right, interest or claim, community or other marital property
interest, condition, equitable interest, encumbrance, license, covenant, title defect, option, or right of first refusal or offer
or similar restriction, voting right, transfer, receipt of income or exercise of any other attribute of ownership, except for
any liens for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves
have been established and accrued on the financial statements of such Person in accordance with the Income Tax Basis of Accounting.


 


“Material
Adverse Effect” or “Material Adverse Change” means any effect or change that would be materially
adverse to the Business, Assets, condition (financial or otherwise), operating results, operations, or business prospects of the
Company, taken as a whole, including the ability for the Company to own, construct, operate and develop the Assets and the Business
in Buyer’s sole discretion, the transfer or issuance to any Company, if applicable, of any Permit, Consent, Governmental
Authorization, license or other permit or approval contemplated by this Agreement, or on the ability of Seller consummate timely
the Contemplated Transactions (regardless of whether or not such adverse effect or change can be or has been cured at any time
or whether Buyer has knowledge of such effect or change on the date hereof), except for any adverse change or event arising from
or relating to (a) general economic conditions or conditions which generally affect the Business of the Company and the industry
in which the Company competes and (b) public or industry knowledge of the Contemplated Transactions.


 


“Membership
Interests” has the meaning set froth in Section 2.1.


 


“Most Recent
Financial Statements” has the meaning set forth in Section 4.11(a)(i).


 


“Most Recent
Fiscal Month End” has the meaning set forth in Section 4.11(a)(i).


 


“Most Recent
Fiscal Year End” has the meaning set forth in Section 4.11(a)(i).


 


“Multiemployer
Plan” has the meaning set forth in ERISA Section 3(37).


 


“Occupational
Safety and Health Law” means any Legal Requirement designed to provide safe and healthful working conditions and to
reduce occupational safety and health hazards, including the Occupational Safety and Health Act, and any program, whether governmental
or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe
and healthful working conditions.


 






    	 	-42-	 



     


    

 


“Order”
means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.


 


“Ordinary
Course of Business” means an action taken by a Person will be deemed to have been taken in the ordinary course of business
only if that action (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the
ordinary course of the normal, day-to-day operations of such Person, (ii) does not require authorization by the board of directors,
owners, shareholders, interest holders, members or managers of such Person (or by any Person or group of Persons exercising similar
authority) and does not require any other separate or special authorization of any nature, and (iii) is similar in nature, scope
and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal,
day-to-day operations of other Persons that are in the same line of business as such Person).


 


“Organizational
Documents” means: (i) with respect to a corporation, the certificate or articles of incorporation and bylaws; (ii) with
respect to any other Person any charter or similar document adopted or filed in connection with the creation, formation or organization
of a Person; (iii) any operating agreement, partnership agreement, shareholder agreement or similar agreement and (iv) any amendment
to any of the foregoing.


 


“Party”
or “Parties” has the meaning set forth in the preface.


 


“Permits”
has the meaning set forth in Section 4.12(a).


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock holding company,
a trust, a joint venture, an unincorporated organization, any other business entity, joint venture or other entity Governmental
Body (or any department, agency, or political subdivision thereof).


 


“Pre-Closing
Tax Period” has the meaning set forth in Section 8.1.


 


“Proceeding”
means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial
or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before,
or otherwise involving, any Governmental Body, court, or arbitrator.


 


“Property”
or “Properties” means cerstain real property located at 1730 Daniel Boone Industrial Parkway, Truesdale, Missouri
63380.


 


“Purchase
Price” has the meaning set forth in Section 2.2.


 


“Real Property
Laws” has the meaning set forth in Section 4.16(c).


 


“Real Property
Lease” means (i) any long-term lease of land in which most of the rights and benefits comprising ownership of the land
and the Improvements thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof or (ii)
any lease or rental agreement pertaining to the occupancy of any improved space on any real property.


 






    	 	-43-	 



     


    

 


“Related
Person” means:


 


(i) with respect to
a particular individual: (A) each other member of such individual’s Family; (B) any Person that is directly or indirectly
controlled by any one or more members of such individual’s Family; (C) any Person in which members of such individual’s
Family hold (individually or in the aggregate) a Material Interest; and (D) any Person with respect to which one or more members
of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and


 


(ii) with respect
to a specified Person other than an individual: (A) any Person that directly or indirectly controls, is directly or indirectly
controlled by or is directly or indirectly under common control with such specified Person; (B) any Person that holds a Material
Interest in such specified Person; (C) each Person that serves as a director, officer, partner, executor or trustee of such specified
Person (or in a similar capacity); (D) any Person in which such specified Person holds a Material Interest; and (E) any Person
with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).


 


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


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal,
leaching or migration on or into the Environment or into or out of any property.


 


“Remedial
Action” means all actions, including any capital expenditures, required or voluntarily undertaken (i) to clean up, remove,
treat or in any other way address any Hazardous Material or other substance, (ii) to prevent the Release or Threat of Release
or to minimize the further Release of any Hazardous Material or other substance so it does not migrate or endanger or threaten
to endanger public health or welfare or the Environment, (iii) to perform pre-remedial studies and investigations or post-remedial
monitoring and care, or (iv) to bring the Properties and the operations conducted (or to be conducted) thereon into compliance
with Environmental Laws and environmental Governmental Authorizations.


 


“Representative”
means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial
advisor, legal counsel or other representative of that Person.


 


“Restrictive
Covenants Agreement” has the meaning set forth in Section 6.1(l).


 


“Retained
Liabilities” has the meaning set forth in Section 2.4(b).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Seller”
has the meanings set forth in the preface.


 



    	 	-44-	 



     


    

 


“Seller Claims”
has the meaning set forth in Section 5.12


 


“Seller Claims
Period” has the meanings set forth in Section 7.4(b).


 


“Seller Indemnified
Persons” has the meaning set forth in Section 7.2.


 


“Seller Releasing
Parties” has the meaning set forth in Section 5.12.


 


“Straddle
Period” has the meaning set forth in Section 8.2.


 


“SWDA”
has the meaning set forth in Section 4.25(a).


 


“Tangible
Personal Property” means all tangible personal property used or useful in the Business, including all machinery, equipment,
scales, compactors, containers, bailers, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials,
vehicles, trade fixtures and other items of tangible personal property of every kind owned or leased by the Company (wherever
located and whether or not carried on the books of the Company or Seller), together with any express or implied warranty by the
manufacturers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.


 


“Tax”
means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental,
windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’
income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property,
sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of
any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under
the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract, whether disputed or not
and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.


 


“Tax Return”
means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund
or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body
in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation
or enforcement of or compliance with any Legal Requirement relating to any Tax.


 


“Third Party
Claim” means any claim, issuance of any Order or the commencement of any Proceeding by any Person who is not a Party
to this Agreement, including a Related Person of a Party, any domestic or foreign court, or Governmental Body.


 


“Threat of
Release” means a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to
the Environment that may result from such Release.


 


“Transfer
Station” has the meaning set forth in the Background Facts.


 


“Transfer
Station Property” has the meaning set forth in the Background Facts.


 


“WARN Act”
has the meaning set forth in Section 4.21.


 


“Wiring Instructions”
has the meaning set forth in Section 2.2(i).


 


 


 


 


 


-45-