Exhibit 10.1


 


BioHiTech Global, Inc.


 


Securities
Purchase Agreement


 


Investor
Package


 




     


     


    

 


INSTRUCTIONS FOR INVESTING


 


If you wish to purchase the offered securities
of BioHiTech Global, Inc., please:


 


	 	(1)	Review this Securities Purchase Agreement, Note, Warrant, and Escrow Agreement.


 


	 	(2)	Indicate where appropriate, in Exhibit A for U.S. residents and Exhibit B for non-U.S. residents, to the Securities Purchase Agreement, your status as an Accredited Investor by initialing the appropriate accreditation categories.


 


	 	(3)	Type or print all information required in the blank sections in Exhibit A or Exhibit B, as applicable, to the Securities Purchase Agreement, including your requested subscription amount and your federal taxpayer identification number.


 


	 	(4)	Execute the signature page to the Securities Purchase Agreement.


 


	 	(5)	Pay for the full amount of your investment by means of a check made payable to “CST&T AAF BioHiTech Global Escrow Account” or a wire transfer to the following:


 


[________________]


[________________]


[________________]


ACCOUNT NAME: Continental Stock Transfer
& Trust Co A/A/F BioHiTech Global


 


	 	You must send the completed and executed signature pages to this Securities Purchase Agreement and the completed Purchaser Questionnaire  (Exhibit A or Exhibit B) to the following Placement Agent, preferably by fax or e-mail:


 


Maxim Group LLC


Attn:


405 Lexington Avenue


New York, New York 10174


Fax: (212) 895-3783


Email:


 


The Company may choose
not to accept all or some of any investor’s subscription for any reason (regardless of whether any check or wire transfer
relating to this subscription is deposited in a bank or trust or escrow account).  The Company will send to you a fully
executed copy of the transaction documents if your subscription is accepted.  If you have any questions in completing
the transaction documents, please contact [________________] at (212) ___-____.


 




    	 	i	 



     


    

 


BIOHITECH GLOBAL, INC.


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement (the
“Agreement”) is entered into by and between BioHiTech Global, Inc., a Delaware corporation (the “Company”),
and the undersigned purchaser or purchasers (the “Purchaser”, and collectively with other purchasers similarly
situated, the “Purchasers”) as of the latest date set forth on the signature page hereto.


 


NOW, THEREFORE, in consideration
of the mutual covenants and other agreements contained in this Agreement, the Company and the Purchaser hereby agree as follows:


 


1.           Purchase
of Securities. 


 


(a)          Subject
to the terms and conditions of this Agreement, the undersigned Purchaser hereby subscribes for units (the “Units”),
each Unit comprised of: (i) an unsecured subordinated convertible promissory note (“Note”), in the form attached
as Exhibit C hereto, in the principal amount of $100,000 and convertible into shares (“Shares”) of the
Company’s common stock, $0.0001 par value (the “Common Stock”), as described below and (ii) a five-year
warrant (“Warrant”), in the form attached as Exhibit D hereto, to purchase such number of shares of Common
Stock equal to the number of Shares issuable upon conversion of the corresponding Note (sometimes the Notes, the Shares and the
Warrant are collectively referred to as the “Securities”). The total amount to be paid for the Securities shall
be the amount accepted by the Company in connection with this investment, which may be less than or equal to the amount indicated
by the undersigned Purchaser on the signature page hereto (the “Subscription Amount”).  The offering,
purchase and sale of the Securities is referred to herein as the “Offering.”


 


(b)          The
Units are being offered by the Company only to persons who qualify as “accredited investors” or “qualified institutional
buyers” as defined in Rule 501 of Regulation D or persons who are not “U.S. persons” as defined in Rule 902(k)
of Regulation S, each as promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The
Company shall sell a minimum of 25 Units (the “Minimum Amount”) and up to a maximum of 60 Units (the “Maximum
Amount”) to the Purchasers, for aggregate gross proceeds to the Company of $2,500,000 to $6,000,000. The minimum Subscription
Amount that any single Purchaser may invest in this Offering is $100,000, provided that the Company may, in its sole discretion
and without notice to the other Purchasers, accept Subscription Amounts for lesser amounts. The Units are being sold on a “best
efforts, all or none” basis with respect to the Minimum Amount and on a “best efforts” basis with respect to
the Maximum Amount. Subscriptions for Units may not be revoked once tendered, except pursuant to law.


 


(c)          The
Note shall accrue interest at a rate of 8% per annum. Subject to one or more Optional Conversions (as defined below), the principal
amount of the Note, as well as all other amounts payable under the Note, including interest, shall be repaid on the earliest of
(x) the date of the Listing (as defined below), (y) the date of the Change of Control (as defined in the Note), and (z) 24 months
after the Initial Closing Date (as defined below). Such time is referred to as “Maturity”. All amounts to be
paid at Maturity, except for interest, shall be paid in shares of the Company’s Common Stock at a per-share conversion price
(the “Conversion Price”) equal to the lowest of: (i) $3.75 (the “Closing Price”), (ii) the
Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined
below), and (v) the Change of Control Price (as defined in the Note).  Interest due at Maturity shall be paid at the Company’s
option in shares, or cash, or a mix of both, with the amount of any such shares being determined at a per-share conversion price
equal to the closing price of the Company’s Common Stock on the U.S. public trading market on which the Common Stock then
trades on the trading day immediately prior to the payment date.  Prior to Maturity, the Note shall be convertible, in whole
or in part, along with a proportional amount of all other amounts then payable under the Note, including interest, at the holder’s
option, at the Closing Price (each such optional conversion, an “Optional Conversion”). All amounts to be paid
upon an Optional Conversion, except for interest, shall be paid in shares of the Company’s Common Stock. Interest to be paid
upon an Optional Conversion shall be paid at the Company’s option in shares, or cash, or a mix of both.


 




    	 	1	 



     


    

 


As used herein, the “Listing Price”
means the lower of the opening and closing per-share market prices (as appropriately adjusted to reflect stock dividends, stock
splits, combinations, recapitalizations and the like with respect to the Company’s capital stock after the date hereof) on
such day that the Company’s Common Stock is first traded on The Nasdaq Stock Market or NYSE MKT (the “Listing”),
the “Public Offering Price” means the price per share (as appropriately adjusted to reflect stock dividends,
stock splits, combinations, recapitalizations and the like with respect to the Company’s capital stock after the date hereof)
paid by public investors in an underwritten public offering conducted in connection with the Listing, without regard to any underwriting
discount or other offering expense (such an offering, a “Public Offering”), and the “Private Offering
Price” means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations,
recapitalizations and the like with respect to the Company’s capital stock after the date hereof) paid by investors in any
private equity, equity-linked or debt financing (other than this Offering) conducted after the date hereof prior to the Listing,
without regard to any broker’s fee or other offering expense. To the extent there are differences in the terms of the Note
as described herein and as described in the Note, the terms as described in the Note shall prevail.


 


(d)          The
Warrant has a five (5) year term expiring on that date that is five (5) years after the issue date (the “Expiration Date”).  The
Warrant shall be exercisable in whole or in part at any time beginning on the date on which the Note issued in connection with
the Offering has been converted into Common Stock and continuing thereafter and from time to time on or prior to the Expiration
Date. The Warrant shall be exercisable for such number of shares of Common Stock equal to the number of Shares issuable upon conversion
of the corresponding Note at a per-share exercise price equal to 120% of the Conversion Price; provided, however, that if the Conversion
Price is ever adjusted pursuant to the terms of the Note (the “Adjusted Conversion Price”), the exercise price
of the Warrant shall be adjusted for any unexercised Warrants such that the exercise price will equal 120% of the Adjusted Conversion
Price.  To the extent there are differences in
the terms of the Warrant as described herein and as described in the Warrant, the terms as described in the Warrant shall prevail.


 


(e)          Units
shall be delivered to the Purchaser in the form of separate Notes and Warrants.


 


(f)          Maxim
Group LLC has been retained by the Company as the sole placement agent for the Offering (the “Placement Agent”).


  


2.           Closing.


 


(a)          On
or prior to the applicable Closing Date (as defined below), the Purchaser shall deliver or cause to be delivered to the Placement
Agent the following deliverables in accordance with the subscription procedures described in Section 2(b) below:


 


(i)          a
completed and duly executed signature page of this Agreement; and


 


(ii)         the
completed Purchaser Questionnaire included as Exhibit A or Exhibit B, as applicable, attached hereto.


 


(b)          The
Purchaser shall deliver or cause to be delivered, preferably by fax or e-mail, the deliverables described above to the Placement
Agent at the following address:


 


Maxim Group LLC


Attn:


405 Lexington Avenue


New York, New York 10174


Fax: (212) 895-3783


Email:


 


Immediately following receipt of the deliverables described
above from all of the Purchasers and acceptance by the Company in accordance with subsection (c) below, payment instructions will
be forwarded to the Purchaser and the Purchaser shall be obligated to deliver funds no later than three business days thereafter.
If the Subscription Amount is to be paid by check, the check must be mailed to the Placement Agent at the address above in time
to be received by the deadline described above. If the Subscription Amount is to be paid by wire transfer, it must be wired to
the following account in time to be received by the deadline described above:


 




    	 	2	 



     


    

 


[________________]


[________________]


[________________]


ACCOUNT NAME: Continental Stock Transfer
& Trust Co A/A/F BioHiTech Global


 


(c)          This
Agreement sets forth various representations, warranties, covenants, and agreements of the Company and of the Purchaser, as the
case may be, all of which shall be deemed made, and shall be effective without further action by the Company or the Purchaser,
immediately upon the Company’s acceptance of the Purchaser’s subscription and shall thereupon be binding upon the Company
and the Purchaser.  Acceptance shall be evidenced only by execution of this Agreement by the Company on its signature
page attached hereto.  Upon the Company’s acceptance of the Purchaser’s subscription and receipt of the Subscription
Amount, on the applicable Closing Date, the Placement Agent shall deliver to the Purchaser a duly executed copy of each of the
Agreement, the Note, the Warrant, and the Escrow Agreement.


 


(d)          Purchases
and sales of the Securities shall be initially consummated on or before a date determined by the Company and the Placement Agent
(the “Initial Closing Date”) in the amount equal to at least the Minimum Amount, and shall thereafter be additionally
consummated in one or more additional closings, in increments of at least $100,000 (provided that, in its sole discretion and without
notice to Purchasers, the Company may accept subscriptions for lesser amounts) (each such consummation, if any, a “Subsequent
Closing” occurring on a “Subsequent Closing Date”). All purchases and sales of Units must be consummated
before the earlier to occur of: (i) December 31, 2015 (the “Termination Date”) and (ii) three trading days after
the date on which the Maximum Amount is subscribed for by investors and accepted by the Company (the “Maximum Amount Subscription
Acceptance Date,” and the earlier to occur of the Termination Date and the Maximum Amount Subscription Acceptance Date
being referred to as the “Final Closing Date,” and each of the Initial Closing Date, any Subsequent Closing
Date and the Final Closing Date being referred to as a “Closing Date”), provided that the Termination Date may
be extended by two (2) 30-day periods in the sole discretion of the Company and without notice to the Purchasers. The aggregate
amount of purchases and sales of Securities in the Offering shall not exceed $6,000,000.


 


(e)          The
Placement Agent has been engaged for the Offering on a “best efforts, all or none basis” with respect to the Minimum
Amount and a “best efforts” basis with respect to the Maximum Amount. The Placement Agent shall receive (i) ten percent
(10%) of the gross proceeds of the Offering from funds invested as a result of the Placement Agent’s introductions and (ii)
five percent (5%) of the gross proceeds of the Offering from funds invested by contacts of the Company (it being understood that
the Placement Agent shall not receive any commissions for proceeds invested by the founders of the Company), for a maximum amount
of sales commissions of $600,000 based on the sale of 60 Units. Additionally, the Placement Agent shall receive a warrant (the
“Placement Agent Warrant”) to purchase a number of shares equal to ten percent (10%) of the aggregate number
of shares underlying all the Units sold, at an exercise price equal to 110% of the Conversion Price. The Placement Agent Warrant
shall expire five (5) years from the date of issuance, contain standard anti-dilution protection and such other anti-dilution protection
provided to the Purchasers in the Offering and shall contain provisions for cashless exercise. The Placement Agent is entitled
to additional compensation on future financings and transactions pursuant to a certain letter agreement, dated November 13, 2014
(the “Letter Agreement”), with the Company, including but not limited to a 12-month tail on future financings
or strategic transactions and a 12-month right of first refusal on future financings.


 


3.           Company
Representations and Warranties. The Company hereby represents and warrants that, as of each of the date of this Agreement and
the Closing Date applicable to the Purchaser:


 




    	 	3	 



     


    

  


(a)          Organization
and Business.  The Company is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed
to be conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except
where failure to do so would have a Material Adverse Effect (as defined in Section 3(o) below). Each subsidiary of the Company
listed on Schedule 3(a) hereto (the “Subsidiaries” and each a “Subsidiary”) has been
duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation,
with corporate power and authority to own, lease and operate its properties and conduct its business as now conducted and as proposed
to be conducted, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under
the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification.
As of the date of this Agreement, except for the entities listed on Schedule 3(a) hereto, the Company does not own or control,
directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or any other Person.
 “Person” means an individual, entity, partnership, limited liability company, corporation, association,
trust, joint venture, unincorporated organization, and any government, governmental department or agency or political subdivision
thereof.


 


(b)          Capitalization.


 


(i)          The
Company has two classes of authorized capital stock consisting of 20,000,000 shares of Common Stock and 10,000,000 shares of preferred
stock, par value $0.0001 per share (the “Preferred Stock”) of which 8,229,712 shares of Common Stock are issued
and outstanding and 0 shares of Preferred Stock are issued and outstanding.  Schedule 3(b)(i) includes a summary
of the Company’s capitalization as of the date of this Agreement and as of the applicable Closing Date, and all of such capital
stock of the Company has been duly and validly authorized and issued, fully paid and nonassessable. All of the issued share capital
of each Subsidiary have been duly and validly authorized and issued, and are fully paid in accordance with its articles of incorporation,
articles of association or applicable foreign, federal, state and local laws, including, without limitation, the corporate law
of the jurisdiction of the Company’s incorporation, and are nonassessable, if applicable. All of the issued share capital
or equity interest, as the case may be, of each Subsidiary is owned directly or indirectly by the Company, free and clear of all
Liens, equities or claims. There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options
to purchase from any Subsidiary, no obligation of any Subsidiary to issue, equity shares or any other class of share capital of
any Subsidiary.


 


(ii)         Except
as set forth on Schedule 3(b)(ii) to this Agreement: (A) there are no outstanding options, warrants, scrip, rights to subscribe
for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever
relating to, or securities or rights convertible into or exchangeable for, any capital stock of the Company, or arrangements by
which the Company is or may become bound to issue additional capital stock, (B) there are no agreements or arrangements under which
the Company is obligated to register the sale of any of its or their securities under the Securities Act and (C) there are no anti-dilution
or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security
holders) that will be triggered by the issuance of the Securities.


 


(iii)        No
shares of capital stock of the Company are subject to preemptive rights or any other similar rights of anyone or any mortgage,
lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer
(other than restrictions on transfer under applicable state and federal securities laws or “blue sky” or other similar
laws (collectively, the “Securities Laws”)) or other defect of title of any kind (each, a “Lien”)
imposed through the actions or failure to act of the Company. No further approval or authorization of any shareholder, the Board
of Directors or others is required for the issuance and sale of the Securities.


 


(iv)        Except
as set forth on Schedule 3(b)(iv), no Subsidiary of the Company is currently prohibited, directly or indirectly, under any
agreement or other instrument to which it is a party or is subject, from paying any dividends to its shareholders, from making
any other distribution on such subsidiary’s issued share capital, from repaying to the Company or any other Subsidiary of
the Company any loans or advances to such subsidiary from the Company or such other Subsidiary or from transferring any of such
Subsidiary’s properties or assets to any of the Company or other Subsidiary.


 




    	 	4	 



     


    

 


(c)          Authorization;
Enforceability.  All corporate action on the part of the Company, its officers, directors and shareholders necessary
for the authorization, execution and delivery of the Transaction Documents (as defined in subsection (f) below), the performance
of all obligations of the Company under the Transaction Documents, and the authorization, issuance, sale and delivery of the Securities
has been taken, and each Transaction Document constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict
the availability of equitable or legal remedies.


 


(d)          Valid
Issuance.  The Securities being acquired by the Purchaser hereunder, are duly authorized for issuance and sale to
the Purchaser, and, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration, will
be validly issued, fully paid, and non-assessable, and free from all Liens. The shares of Common Stock to be issued pursuant to
the exercise of the Warrants or conversion of the Notes are duly authorized and reserved for issuance and, upon exercise of the
Warrants or conversion of the Notes in accordance with its terms, will be validly issued, fully paid and non-assessable and free
from all Liens.


 


(e)          Litigation. 
There is no material action, suit, proceeding or investigation pending or, to the Company’s knowledge, currently threatened
against the Company.  The Company is not a party or subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality.  There is no action, suit, proceeding or investigation
by the Company currently pending or that the Company intends to initiate.


 


(f)          No
Conflict.  The execution, delivery and performance of this Agreement, the Note, the Warrant, the Escrow Agreement,
and the other agreements entered into by the Company in connection with the Offering (the “Transaction Documents”)
and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or result in
a violation of any provision of the charter or bylaws of the Company or (ii) violate or conflict with, or result in a breach of
any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under,
or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, indenture, patent,
patent license or instrument to which the Company is a party, or (iii) to the knowledge of Company, result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of
any self-regulatory organizations to which the Company or its securities are subject) (“Laws”) applicable to
the Company or by which any property or asset of the Company is bound or affected.  The Company is not in violation of
its charter, bylaws, or other organizational documents.  The business of the Company is not being conducted in violation
of any Law of any governmental entity, except for possible violations which would not, individually or in the aggregate, have a
Material Adverse Effect.  Except for filings pursuant to Regulation D of the Securities Act, and applicable state
securities laws, which have been made or will be made by the Company in the required time thereunder, the Company is not required
to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory
agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its
obligations under this Agreement or any Transaction Document in accordance with the terms hereof or thereof or to issue and sell
the Securities in accordance with the terms hereof.


 


(g)          Intellectual
Property.  Other than inventions of the Company whose patent applications have yet to be filed, Schedule 3(g)
to this Agreement sets forth a complete and accurate listing of all of the Company’s patents and patent applications (“Patents”).
Except as set forth on Schedule 3(g) or as otherwise described in the PPM, the Company owns valid title, free and clear
of any Liens, or possesses the requisite valid and current licenses or rights, free and clear of any Liens, to use the Patents,
copyrights, trademarks, service marks, trade names, Internet domain names, technology, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary rights) and other intellectual property in connection with the conduct of its business
as now operated, and to the best of the Company’s knowledge, as presently contemplated to be operated in the future (collectively,
the “Intellectual Property”). Other than as set forth on Schedule 3(g) to this Agreement, to the knowledge
of Company, none of the Intellectual Property is unenforceable or invalid; none of the Company has received any notice of violation
or conflict with (and none of the Company knows of any basis for violation or conflict with) rights of others with respect to the
Intellectual Property; there are no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others that allege the Company is infringing any patent, trade secret, trademark, service mark, copyright or other intellectual
property or proprietary right. To the knowledge of Company (i) the Company’s current and intended products, services and
processes do not violate or conflict with any intellectual property or proprietary right of any third party; and (ii) no officer,
director or employee of the Company is in or has ever been in violation of any term of any patent non-disclosure agreement, invention
assignment agreement, or similar agreement relating to the protection, ownership, development use or transfer of the Intellectual
Property or any other intellectual property. The Company is not in breach of, and has complied in all material respects with all
terms of, any license or other agreement relating to the Intellectual Property. Except with respect to its subdistributorship agreements
which grant exclusivity to such subdistributors in certain geographical regions, the Company is not subject to any non-competition
or other similar restrictions or arrangements relating to any business or service anywhere in the world. The Company has taken
reasonable steps to protect and preserve the confidentiality of applicable Intellectual Property (“Confidential Information”).
To the knowledge of Company, all use or disclosure of Confidential Information not owned by the Company has been pursuant to the
terms of a written agreement between the Company and the owner of such Confidential Information, or is otherwise lawful. 


 




    	 	5	 



     


    

 


(h)          Patents.
The pending patent applications set forth in Schedule 3(g) (the “Pending Patents”) are being diligently
prosecuted by the Company and/or Subsidiaries. To the Company’s knowledge, there is no existing patent or published patent
application that would interfere, conflict with or otherwise adversely affect the validity, enforcement or scope of the Pending
Patents if claims of such Pending Patents were issued in substantially the same form as currently written. Except as set forth
on Schedule 3(g), (i) no security interests or other Liens have been created with respect to the Pending Patents; and (ii)
the Pending Patents have not been exclusively licensed to another entity or Person.


 


(i)          Insurance.
The Company and each Subsidiary maintain insurance covering their respective properties as the Company reasonably deems adequate
and as is customary for companies engaged in similar businesses. Such insurance protects the Company and the Subsidiaries against
losses and risks to an extent which is necessary and reasonably adequate to protect the Company and each Subsidiary and their respective
businesses and includes, but is not limited to, reasonable directors’ and officers’ insurance coverage. None of the
Company nor any Subsidiary has reason to believe that it will not be able to renew its existing insurance coverage as and when
such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. There is
no material insurance claim made by or against the Company or any Subsidiary pending, outstanding, or, to the knowledge of the
Company, threatened, and, to the knowledge of the Company, no facts or circumstances exist which would reasonably be expected to
give rise to any such claim, and all due premiums in respective thereof have been paid.


 


(j)          SEC
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to
Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required
by Law to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid
extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(k)          Termination
of Contracts. None of the Company or any Subsidiary has sent or received any communications regarding termination of, or intent
not to renew, any Material Agreement (as defined below) or any of the contracts or agreements referred to or described in the Private
Placement Memorandum incident to this Offering (the “PPM”), and no such termination or non-renewal has been
threatened by the Company or any Subsidiary or, to the knowledge of the Company, any other party to such contract or agreement.


 


(l)          Management.  As
of the date of this Agreement, the Company’s Board of Directors and named executive officers consists of the individuals
identified in the SEC Reports. 


 




    	 	6	 



     


    

 


(m)         Financial
Statements.  The Financial Statements included in the SEC Reports fairly present the financial condition and operating
results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments.  Said
financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods involved. Except as set forth in the Financial Statements, the Company has
no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in connection with the consummation
of the transactions contemplated under the Offering, as described in the PPM, and those incurred in the ordinary course of business
subsequent to June 30, 2015.  Since June 30, 2015, nothing has occurred which would have a Material Adverse Effect.


 


(n)          Financial
Information and Projections.  Any financial estimates and projections in the PPM have been prepared by management
of the Company and are the most current financial estimates and projections available by the Company.  Although the Company
does not warrant that the results contained in such projections will be achieved, to the best of the Company’s knowledge
and belief, such projections are reasonable estimations of future financial performance of the Company and its expected financial
position, results of operations, and cash flows for the projection period (subject to the uncertainty and approximation inherent
in any projection).  At the time they were made, all of the material assumptions upon which the projections are based
were, to the best of the Company’s knowledge and belief, reasonable and appropriate.  Nothing in this Section
3(n) is intended to modify or amend in any way the representations and warranties of the Purchaser in Section 4.


 


(o)          Material
Changes; Undisclosed Events, Liabilities or Developments. None of the Company or its Subsidiaries has sustained, since the
date of the latest audited financial statements included in the PPM, any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action,
order or decree. Since the respective dates as of which information is given in the PPM and except as disclosed herein or in the
PPM, (i) there has not been any change in the share capital of the Company or any Subsidiary and none of the Company or any Subsidiary
has declared any dividends or other distribution of cash or property to shareholders and none the Company nor any Subsidiary has
entered into any agreement to purchase, redeem or any other agreement with respect to its capital stock, including the issuance
of capital stock to the officers and directors of the Company and any Subsidiary; (ii) the Company has not incurred any liabilities
(contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent
with past practice; (iii) the Company has not altered its method of accounting; and (iv) there has not been any material adverse
change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial
position, shareholders’ equity, results of operations or prospects of the Company and its Subsidiaries, taken as a whole
(a “Material Adverse Effect”). The Company does not have pending before the Securities and Exchange Commission
(the “Commission”) any request for confidential treatment of information. Except for the issuance of the Securities
contemplated by this Agreement and the transactions disclosed herein or in the PPM, no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries
or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed
by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly
disclosed at least one trading day prior to the date that this representation is made.


 


(p)          Labor
Relations. There are no private, regulatory or governmental inquiry, action, suit, proceeding, litigation, claim, arbitration
or investigation pending before any Governmental Authority (as defined below) of competent jurisdiction (each, an “Action”)
pending or, to the knowledge of the Company, threatened involving the Company or any Subsidiary and any of their respective employees
or former employees (with respect to their status as an employee or former employee, as applicable) including any harassment, discrimination,
retaliatory act or similar claim. To the Company’s knowledge, since December 31, 2012, there has been: (i) no labor union
organizing or attempting to organize any employee of the Company or any of its Subsidiaries into one or more collective bargaining
units with respect to their employment with the Company or any of its Subsidiaries; and (ii) no labor dispute, strike, work slowdown,
work stoppage or lock out or other collective labor action by or with respect to any employees of the Company or any of its Subsidiaries
pending with respect to their employment with the Company or any of its Subsidiaries or threatened against the Company or any of
its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement
or other agreement with any labor organization applicable to the employees of the Company or any of its Subsidiaries and no such
agreement is currently being negotiated. To the knowledge of the Company, the Company and its Subsidiaries (i) are in compliance
in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment,
health and safety and wages and hours, including Laws relating to discrimination, disability, labor relations, hours of work, payment
of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling, occupational
safety and health, family and medical leave, and employee terminations, and have not received written notice, or any other form
of notice, that there is any Action involving unfair labor practices against the Company or any of its Subsidiaries pending, (ii)
are not liable for any material arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii)
are not liable for any material payment to any trust or to any Governmental Authority, with respect to unemployment compensation
benefits, Taxes, social security or other benefits or obligations for employees, independent contractors or consultants (other
than routine payments to be made in the ordinary course of business and consistent with past practice). Except as would not result
in any material liability to the Company or any Subsidiary, there are no Actions pending or, to the knowledge of the Company, threatened
against the Company or any Subsidiary brought by or on behalf of any applicant for employment, any current or former employee,
any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law, or alleging breach
of any express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful
or tortious conduct in connection with the employment relationship.


 




    	 	7	 



     


    

 


(q)          [Reserved]


 


(r)          Compliance.
None of the Company or any Subsidiary is (i) in material breach of or in default under any Laws of the United States, or any other
jurisdiction where it was incorporated or operates, (ii) in breach of or in default under any approval, consent, waiver, authorization,
exemption, permission, endorsement or license granted by any court or governmental agency or body or any stock exchange authorities
(each a “Governmental Authority”) in the United States or any other jurisdiction in which it was incorporated
or operates, (iii) in violation of its constituent documents or (iv) in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement
or instrument to which it is a party or by which it or any of its properties may be bound except, with respect to (i), (ii) or
(iv), where any default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(s)          Licenses
and Permits. Except as set forth on Schedule 3(s), the Company and its Subsidiaries possess all certificates, authorizations,
consents, approvals, orders, licenses and permits issued by the appropriate federal, state, national and foreign regulatory authorities
(collectively, the “Material Permits”) and any other state, federal, national and foreign agencies or bodies
engaged in the regulation of waste management, the processing of “big data” or the “Internet of things”
that are necessary to conduct their respective businesses as they are currently being conducted and as they are proposed to be
conducted except where any failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. All of such Material Permits are valid and in full force and effect, except where the invalidity of such Permits
or the failure to be in full force and effect, individually or in the aggregate, would not have a Material Adverse Effect. There
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that individually or in
the aggregate would reasonably be expected to lead to the revocation, modification, termination, suspension or any other impairment
of the rights of the holder of any such Material Permit which revocation, modification, termination, suspension or other impairment
would have a material adverse effect on the Company and its subsidiaries, taken as a whole. Such Material Permits contain no material
restrictions or conditions not described in the PPM. None of the Company or any Subsidiary has a reasonable basis to believe that
any regulatory body is considering modifying, suspending or revoking any such Material Permit and each of the Company and each
Subsidiary is in material compliance with the provisions of all such Material Permits.


 


(t)          Regulatory
Matters. Except as described in the PPM, the Company and each of its subsidiaries: (A) are and at all times have been in material
compliance with all statutes, rules and regulations applicable to the ownership, testing, development, manufacture, assembly, use,
distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product sold, under
development, manufactured or distributed by the Company or any subsidiary (“Applicable Regulatory Laws”); (B)
have not received any notice of adverse finding, warning letter, or other correspondence or written notice from any federal, state,
local, national or foreign governmental or regulatory authority alleging or asserting material noncompliance with any Applicable
Regulatory Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto
required by any such Applicable Regulatory Laws (“Authorizations”); (C) possess all material Authorizations
and such Authorizations are valid and in full force and effect and neither the Company nor any subsidiary is in material violation
of any term of any such Authorizations; (D) have not received written notice of any proceeding, hearing, enforcement, investigation,
arbitration or other action from any federal, state, local, national or foreign governmental or regulatory authority or third party
alleging that any product, operation or activity is in material violation of any Applicable Regulatory Laws or Authorizations and
has no knowledge that any federal, state, local, national or foreign governmental or regulatory authority or third party is considering
any such proceeding, hearing, enforcement, investigation, arbitration or other action; (E) have not received written notice that
any federal, state, local, national or foreign governmental or regulatory authority has taken, is taking or intends to take action
to limit, suspend, modify or revoke any material Authorizations and has no knowledge that any federal, state, local, national or
foreign governmental or regulatory authority is considering such action; and (F) have filed, obtained, maintained or submitted
all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by
any Applicable Regulatory Laws or Authorizations except where the failure to file such reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments would not result in a Material Adverse Effect, and that all such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and
correct on the date filed (or were corrected or supplemented by a subsequent submission).


 




    	 	8	 



     


    

 


(u)          Tax
Matters.  The Company has made or filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments
and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith
and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply.  All such tax returns and reports filed on behalf of the Company
were complete and correct and were prepared in good faith without willful misrepresentation.  There are no unpaid taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no
basis for any such claim.  The Company has not executed a waiver with respect to the statute of limitations relating
to the assessment or collection of any foreign, federal, state or local tax. Except as disclosed on Schedule 3(u), the
Company has not received notice that any of its tax returns is presently being audited by any taxing authority.


 


(v)         Certain
Transactions.  Except as set forth on Schedule 3(v) to this Agreement, none of the officers or directors of
the Company or any Subsidiary and none of the employees or consultants of the Company or any Subsidiary (including his/her spouse,
infant children, any company or undertaking in which he/she holds a controlling interest) is presently a party to any transaction
with the Company or any Subsidiary (other than for services as employees, consultants, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer,
director or such employee, consultant or any entity in which any officer, director, or any such employee or consultant has a substantial
interest or is an officer, director, trustee, stockholder, member or partner other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits,
including stock option under any stock option plan of the Company. Except as set forth on Schedule 3(v), there are no material
relationships or transactions between the Company and/or a Subsidiary on the one hand and the Company’s affiliates, officers
and directors or their shareholders, customers or suppliers on the other hand which, although required to be disclosed, are not
disclosed in the PPM.


 


(w)          Material
Agreements.  Except as disclosed on Schedule 3(w) to this Agreement (each contract, agreement, commitment
or understanding disclosed on Schedule 3(w) being hereinafter referred to as a “Material Agreement”))
or as contemplated by this Agreement or any Transaction Document, there are no agreements, understandings, commitments, instruments,
contracts, employment agreements, proposed transactions or judgments to which the Company is a party or by which it is bound which
may involve obligations (contingent or otherwise), or a related series of obligations (contingent or otherwise), of or to, or payments,
or a related series of payments, by or to the Company in excess of $250,000 in any one year.  All Material Agreements
are in full force and effect and constitute legal, valid and binding obligations of the Company, and to the Company’s knowledge,
the other parties thereto, and are enforceable in accordance with their respective terms.  Neither the Company nor any
person is in default under the terms of any Material Agreement, and no circumstance exists that would, with the giving of notice
or the passage of time, constitute a default under any Material Agreement.


 




    	 	9	 



     


    

 


(x)          Title
to Assets.  The Company has good and marketable title to all real and personal property owned by it that is material
to the business of the Company, in each case free and clear of all liens and encumbrances, except those, if any, included on Schedule
3(x) or incurred in the ordinary course of business consistent with past practice.  Any real property and facilities
held under lease by the Company are held by it under valid, subsisting and enforceable leases (subject to laws of general application
relating to bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally and other
equitable remedies) with which the Company is in compliance in all material respects.


 


(y)          Subsidiaries;
Joint Ventures.  Except for the subsidiaries described in Schedule 3(a), the Company has no subsidiaries and
(i) does not otherwise own or control, directly or indirectly, any other Person and (ii) does not hold equity interests, directly
or indirectly, in any other Person. Except as otherwise disclosed herein or in the PPM, the Company is not a participant
in any joint venture, partnership, or similar arrangement material to its business.  


 


(z)          Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the applicable Closing Date. As disclosed in the
SEC Reports, the Company and the Subsidiaries do not maintain a system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. The disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the Company and the Subsidiaries are not effective to ensure that information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic
report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes
in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries
that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the
Company and its Subsidiaries. Neither the Company’s Board of Directors nor its internal auditors have recommended that the
Company review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure
with respect to, any of the Company’s material accounting policies; (ii) any matter which could result in a restatement of
the Company’s financial statements for any annual or interim period during the current or prior three fiscal years; or (iii)
any significant deficiency, material weakness, change in internal controls or fraud involving management or other employees who
have a significant role in internal controls.


 


(aa)         Disclosure.
The Company understands and confirms that the Purchaser will rely on the representations and warranties contained herein in effecting
transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding
the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the PPM and the
disclosure schedules to this Agreement, taken as a whole, is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date
of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.


 




    	 	10	 



     


    

 


(bb)         Solvency.
Based on the consolidated financial condition of the Company as of the applicable Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder representing the Minimum Amount, the fair saleable value
of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing
debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute
unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs
taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital
requirements and capital availability thereof and (iii) the current cash flow of the Company, together with the proceeds the Company
would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to
incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
applicable Closing Date. Schedule 3(bb) sets forth as of the date hereof all outstanding secured and unsecured Indebtedness
of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade
accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required
to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(cc)         Environmental.
The Company and each Subsidiary and their respective properties, assets and operations are in compliance in all material respects
with and hold all permits, authorizations and approvals required under Environmental Laws (as defined below). There are no past,
present or reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans
that could reasonably be expected to give rise to any material costs or liabilities to the Company or any Subsidiary under, or
to interfere with or prevent compliance by any of the Company or a Subsidiary with, Environmental Laws. None of the Company or
any Subsidiary (i) is the subject of any investigation, (ii) has received any notice or claim, (iii) is a party to or affected
by any pending or threatened action, suit, investigation or proceeding, (iv) is bound by any judgment, decree or order or (v) has
entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release
or threatened release or cleanup at any location of any Hazardous Materials (as defined below), except where (i), (ii), (iii) and
(iv) would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, “Environmental Law”
means any national, provincial, municipal or other local or foreign law, statute, ordinance, rule, regulation, order, notice, directive,
decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety
or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution,
processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous
Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants,
hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law.


 


(dd)         Fundamental
Transaction. None of the Company nor any Subsidiary is currently a party to any memorandum of understanding, letter of intent,
definitive agreement or any similar agreements with respect to a merger or consolidation or a material acquisition or disposition
of assets, technologies, business units or businesses.


 


(ee)         Forward-Looking
Statements. Each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or Section
21E of the Exchange Act) contained in the SEC Reports and the PPM has been made or reaffirmed with a reasonable basis and in good
faith.


 


(ff)         Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department.


 




    	 	11	 



     


    

 


(gg)         U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(hh)         Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act
of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly
or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or
more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(ii)          Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit, investigation or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company or any Subsidiary, threatened.


 


(jj)          Investment
Company. The Company is not, and is not an affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 


(kk)        Registration
Rights. Except as set forth on Schedule 3(kk), there are no contracts, agreements or understandings between the Company
and any Person granting such Person the right to require the Company to file a registration statement under the Securities Act
with respect to any securities of the Company owned or to be owned by such Person or to require the Company to include such securities
in the securities registered pursuant to a registration statement or in any securities being registered pursuant to any other registration
statement filed by the Company under the Securities Act.


 


(ll)           No
General Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated
hereby has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities
Act, with respect to any securities offered in the Offering.


 


(mm)       No
Integrated Offering.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf,
has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the Securities Act of the issuance of the Securities.  The issuance of the Securities
will not be integrated (as defined in Rule 502 of the Securities Act) with any other issuance of the Company’s securities
(past, current or future) that would require registration under the Securities Act of the issuance of the Securities.  


 


(nn)         No
Brokers.  The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby, other than to the Placement
Agent, whose fee is described in Section 2(e).


 


(oo)         Offering.  Subject
to the accuracy of the Purchaser’s representations and warranties in Section 4 of this Agreement, and the accuracy
of the other Purchasers’ representations and warranties in their respective Securities Purchase Agreements, the offer, sale
and issuance of the Securities in the Offering constitute transactions exempt from the registration requirements of Section 5 of
the Securities Act and from the registration or qualification requirements of applicable state securities laws, and neither the
Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.


 




    	 	12	 



     


    

 


(pp)          Risks
Related to the Company and the Offering.  An investment in the Securities involves a high degree of risk and uncertainty.  The
PPM includes information about the material risks faced by the Company, however, they may not be the only risks.  Additional
unknown risks or risks that the Company currently considers to be immaterial may also impair the Company’s business operations.  If
any of the events or circumstances described in the PPM actually occurs, the Company’s business, financial condition or results
of operations could suffer.


 


4.           Purchaser
Acknowledgements and Representations.  In connection with the purchase of the Securities, Purchaser represents and
warrants as of the Closing Date applicable to the Purchaser and/or acknowledges, to the Company, the following:


 


(a)          Acceptance.  The
Company may accept or reject this Agreement and the number of Securities subscribed for hereunder, in whole or in part, in its
sole and absolute discretion.  The Company has no obligation to issue any of the Securities to any person who is a resident
of a jurisdiction in which the issuance of the Securities would constitute a violation of federal or state securities laws.


 


(b)          Irrevocability.  This
Agreement is and shall be irrevocable, except that the Purchaser shall have no obligations hereunder to the extent that this Agreement
is rejected by the Company.


 


(c)          Binding.  This
Agreement and the rights, powers and duties set forth herein shall be binding upon the Purchaser, the Purchaser’s heirs,
estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns.


 


(d)          No
Governmental Review.  No federal or state agency has made any finding or determination as to the fairness of the
Offering for investment, or any recommendation or endorsement of the Securities.


 


(e)          No
Voting Rights.  Unless and until the Warrant is exercised or the Note is converted and the Common Stock issued, the
Purchaser is not entitled to voting rights for the shares of Common Stock underlying the Notes and Warrants.  


 


(f)          Professional
Advice; Investment Experience.  The Company has made available to the Purchaser, or to the Purchaser’s attorney,
accountant or representative, all documents that the Purchaser has requested, and the Purchaser has requested all documents and
other information that the Purchaser has deemed necessary to consider respecting an investment in the Company.  The Company
has provided answers to all questions concerning the Offering and an investment in the Company.  The Purchaser has carefully
considered and has, to the extent the Purchaser believes necessary, discussed with the Purchaser’s professional technical,
legal, tax and financial advisers and his/her/its representative (if any) the suitability of an investment in the Company for the
Purchaser’s particular tax and financial situation.  All information the Purchaser has provided to the Company
concerning the Purchaser and the Purchaser’s financial position is, to Purchaser’s knowledge, correct and complete
as of the date set forth below, and if there should be any material adverse change in such information prior to the acceptance
of this Agreement by the Company, the Purchaser will immediately provide such information to the Company.  The Purchaser
has such knowledge, skill, and experience in technical, business, financial, and investment matters so that he/she/it is capable
of evaluating the merits and risks of an investment in the Securities.  To the extent necessary, the Purchaser has retained,
at his/her/its own expense, and relied upon, appropriate professional advice regarding the technical, investment, tax, and legal
merits and consequences of this Agreement and owning the Securities.  The Purchaser acknowledges and understands that
the proceeds from the sale of the Securities will be used as described in Section 5(c).


 




    	 	13	 



     


    

 


(g)          Brokers
and Finders; Placement Agent Services.  Section 2(e) includes information regarding the compensation to be paid to
the Placement Agent for various services rendered or to be rendered to the Company.


 


(h)          Investment
Purpose.  Purchaser is purchasing the Securities for investment for his, her or its own account only and not with
a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act in
violation of such act.  Purchaser further represents that he/she/it does not presently have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with
respect to any of the Securities.  If the Purchaser is an entity, the Purchaser represents that it has not been formed
for the specific purpose of acquiring the Securities.  Purchaser acknowledges that an investment in the Securities is
a high-risk, speculative investment.


 


 (i)          Reliance
on Exemptions.  Purchaser understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Purchaser set forth herein and in Exhibit A or Exhibit B, as applicable, in order to determine
the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.


 


(j)          Restricted
Securities.  Purchaser understands that the Securities are “restricted securities” under applicable Securities
Laws and that, pursuant to these laws, Purchaser must hold the Securities indefinitely unless they are registered with the Commission
and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  Purchaser
acknowledges that the Company has no obligation to register or qualify the Securities or Common Stock underlying the Securities
for resale.  


 


(k)          Professional
Advice.  The Company has not received from its legal counsel, accountants or professional advisors any independent
valuation of the Company or any of its equity securities, or any opinion as to the fairness of the terms of the Offering or the
adequacy of disclosure of materials pertaining to the Company or the Offering.


 


(l)          Risk
of Loss.  The Purchaser has adequate net worth and means of providing for his/her/its current needs and personal
contingencies to sustain a complete loss of the investment in the Securities at the time of investment, and the Purchaser has no
need for liquidity in the investment in the Securities.  The Purchaser understands that an investment in the Securities
is highly risky and that he/she/it could suffer a complete loss of his/her/its investment.


 


(m)        Information.  The
Purchaser understands that any plans, estimates and projections, provided by or on behalf of the Company, involve significant elements
of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such plans, projections
or goals will be attained; and that any such plans, projections and estimates should not be relied upon as a promise of the future
performance of the Company.  The Purchaser acknowledges that neither the Company, the Placement Agent nor anyone acting
on the Company’s behalf makes any warranty, express or implied, as to the accuracy or correctness of any such plans, estimates
and projections, and there are no assurances that such plans, estimates and projections will be achieved.  The Purchaser
understands that the Company’s technology and products are new, and not all of the technology and/or products may be tested
and commercialized, and that there is no guarantee that the technology and products will be commercially successful.  The
Purchaser understands that all of the risks associated with the technology are not now known.  Before investing in the
Offering, the Purchaser has been given the opportunity to ask questions of the Company about the technology and the Company’s
business and the Purchaser has received answers to those questions.


 


(n)        Authorization;
Enforcement.  Each Transaction Document to which a Purchaser is a party: (i) has been duly and validly authorized,
(ii) has been duly executed and delivered on behalf of the Purchaser, and (iii) will constitute, upon execution and delivery by
the Purchaser thereof and the Company, the valid and binding agreements of the Purchaser enforceable in accordance with their terms,
except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable or
legal remedies.


 




    	 	14	 



     


    

 


(o)          Residency.  If
the Purchaser is an individual, then Purchaser resides in the state or province identified in the address of such Purchaser set
forth in the Purchaser Questionnaire; if the Purchaser is a partnership, corporation, limited liability company or other entity,
then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses
of the Purchaser set forth in the Purchaser Questionnaire.


 


(p)          Communication
of Offer. The Purchaser was contacted by either the Company or the Placement Agent with respect to a potential investment in
the Securities.  The Purchaser is not purchasing the Securities as a result of any “general solicitation”
or “general advertising,” as such terms are defined in Regulation D of the Securities Act, which includes, but is not
limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine
or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other
general solicitation or general advertisement.


 


(q)          No
Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the
Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of the
Purchaser (if the Purchaser is an entity), (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Purchaser is a party, or (iii) result in a violation of any law, rule,
regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser.


 


(r)          Organization.  If
the Purchaser is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated
by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  If the
Purchaser is an entity, the execution, delivery and performance by the Purchaser of the transactions contemplated by this Agreement
have been duly authorized by all necessary corporate or, if the Purchaser is not a corporation, such partnership, limited liability
company or other applicable like action, on the part of the Purchaser.


 


(s)          PPM.
The Purchaser has received a copy of the PPM, has had an opportunity to review and evaluate the disclosure in the PPM, and does
not have any questions or requests for additional information.


 


(t)          No
Other Representations.  Other than the representations and warranties contained in the Transaction Documents, the
Purchaser has not received and is not relying on any representation, warranties or assurances as to the Company, its business or
its prospects from the Company or any other person or entity.


 


5.           Covenants.


 


(a)          As
long as a Note is outstanding, without the written consent of the holders of an aggregate
majority of the principal amount of the Notes then outstanding, the Company will not, and will not permit any of its Subsidiaries
to, directly or indirectly, undertake the following:


 


(i)          increase
or decrease the authorized number of shares of the Company’s capital stock, except in
connection with a reverse stock split required for the Listing or as is required to ensure that the Company has reserved a sufficient
number of shares of Common Stock to issue upon conversion of the Notes and exercise of the Warrants;


 


(ii)         take
any action that results in the distribution of a dividend or the repurchase or redemption of any shares of capital stock (other
than pursuant to equity incentive agreements with service providers giving the Company the right to repurchase shares at the lower
of cost or fair market value upon the termination of services);


 




    	 	15	 



     


    

 


(iii)        amend
any provision of the Company’s Certificate of Incorporation or bylaws, except in order to increase or decrease the Company’s
capital stock as permitted in Section 5(a)(i) above;


 


(iv)        take
any action that results in a security interest being placed on all or substantially all of the Company’s assets or Intellectual
Property;


 


(v)         enter
into any material new line of business or material change to the Company’s existing line of business, which existing business
is understood to cover environmental technologies, as well as data measurement, collection and presentation from industrial equipment;


 


(vi)        replace
the Company’s Chief Executive Officer or other senior executive officers, except in the event of their respective death,
disability, incapacity or retirement;


 


(vii)       sell,
transfer, pledge, dispose of, license or enter into any exclusive distribution or exclusive partnership agreement related to any
of the Intellectual Property rights of the Company or other Company assets, other than in the ordinary course of business (it being
understood that entering into exclusive sub-distribution agreements in the nature of those disclosed in the PPM are in the ordinary
course of business);


 


(viii)      acquire
any business (whether by stock or asset purchase, merger, consolidation or otherwise) in excess of $2,500,000 in aggregate purchase
price;


 


(ix)         enter
into an agreement to issue, or issue, any debt, equity or other securities of the Company that is pari passu or senior to the Notes,
or modify to the same effect any of the foregoing which may be outstanding (unless any such modification is no less favorable to
the Company than those currently outstanding), except for customary trade financing, mortgages, leases, or other commercial financing
activities or any stock option or incentive compensation plans;


 


(x)          engage
in any transactions with affiliates (for purposes of this subparagraph (xv), the term “affiliates” refers to the officers,
directors and holders of 10% or more of the Company’s common stock) except in connection with the Company’s lease from
BioHitech Realty LLC;


 


(xi)         liquidate,
enter into bankruptcy, dissolve or wind-up its business and affairs; or


 


(xii)       enter
into any Equity Line of Credit or similar agreement, or any issuance or agreement to issue any floating or Variable Rate Securities
(as defined below) or any of the foregoing or equity with price reset rights. For purposes hereof, “Equity Line of Credit”
shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company
has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed
price or price formula, and “Variable Rate Securities” shall include: (A) any debt or equity securities which are convertible
into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock or with a fixed conversion,
exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt
or equity security, and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is
required or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization
payments in shares of Common Stock.


 




    	 	16	 



     


    

 


(b)          Until
the later of (i) the repayment of the Notes in full and (ii) the exercise of all Warrants on or prior to their expiration, the
Company covenants to maintain the registration of its Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to Section 13 or 15(d) the Exchange Act with the Commission even if the Company is not
then subject to the reporting requirements of Section 13 or 15(d) the Exchange Act. If at any time Rule 144 (as defined below)
is not available with respect to the Shares or the shares of Common Stock underlying the Warrants or Notes due to the Company’s
failure to remain current with its reporting obligations under the Exchange Act (“Public Information Failure”),
then the Company shall pay in cash by wire transfer of immediately available funds an amount per month equal to 1% of the aggregate
VWAP of all of the Shares or shares of Common Stock underlying the Warrants or Notes which are not able to be delivered to the
holder thereof without legend because of such Public Information Failure. Such Public Information Failure payments shall continue
until such time as the Shares or shares of Common Stock underlying the Warrants or Notes, as the case may be, are able to be delivered
without legend (to be pro-rated for any periods which are less than one month). As used herein, “Rule 144” means
Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar
or successor rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company
to the public without registration, and “VWAP” means, for any date, the price determined by the first of the
following clauses that applies: (a) the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on The Nasdaq Stock Market or NYSE MKT, (b) if the Common Stock is not then listed or quoted for trading on The Nasdaq Stock
Market or NYSE MKT, the OTCQB or such other quotation system or association, (c) and if prices for the Common Stock are not then
reported in or by any of the foregoing, in the “Pink Sheets” published by Pink OTC Markets, Inc. (or a similar organization
or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the holders of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company.


 


(c)          The
Company covenants and agrees that it will use the net proceeds from the Offering as set forth in the PPM.


 


(d)          The
shares of Common Stock or securities convertible into or exercisable for shares of Common Stock which are held by any of the Company’s
officers and directors and employees of the Company who own more than 1% of the outstanding and issued shares of the Company will
be locked up until 6 months following the Final Closing Date.


 


6.           Restrictive
Legends and Stop-Transfer Orders.


 


(a)          Legends.  The
certificate or certificates representing each of the Securities shall bear a legend substantially to the following effect (as well
as any legends required by applicable state corporate law or federal or state securities laws):


 


	 	(i)	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


	 	(ii)  	THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE SECURITY HOLDER DATED NOVEMBER [ ], 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


	 	(iii)  	Any legend required to be placed thereon by any appropriate securities commission or commissioner.


 




    	 	17	 



     


    

 


(b)          Stop-Transfer
Notices.  The Purchaser agrees that, to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)          The
Company, shall pay, on behalf of any Purchaser requesting the transfer or resale of Securities pursuant to Section 6(a)(i), a sum
sufficient to cover any expenses or fees that may be imposed in connection with the processing of such transfer, including but
not limited to legal fees incurred in connection with the issuance of an opinion of counsel, together with reimbursement of all
reasonable expenses of the Purchaser incidental thereto.


 


(d)          The
Shares and shares of Common Stock underlying the Warrants and Notes shall be further subject to a customary lockup agreement in
the event that the Shares and/or shares of Common Stock underlying the Warrants and Notes become freely tradable under Rule 144
prior to a Listing or Public Offering.


  


7.           Conditions
to Closing.


 


(a)          Conditions
to the Company’s Obligation to Sell.  The obligation of the Company hereunder to issue and sell Securities
to the Purchaser is subject to the satisfaction, at or before the applicable Closing Date, of each of the following conditions,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


(i)          The
Purchaser shall have complied with Sections 2(a) and (b);


 


(ii)         The
representations and warranties of the Purchaser shall be true and correct in all material respects; and


 


(iii)        No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(b)          Conditions
to Each Purchaser’s Obligation to Purchase.  The obligation of the Purchaser hereunder to purchase the Securities
is subject to the satisfaction, at or before the applicable Closing Date of each of the following conditions, provided that these
conditions are for the Purchaser’s sole benefit and may be waived by the Purchaser at any time in his/her/its sole discretion:


 


(i)          The
Company shall have complied with Section 2(d);


 


(ii)         The
representations and warranties of the Company shall be true and correct as of the applicable Closing Date, and the Company shall
have performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the applicable Closing Date.  The Purchaser shall have received
a certificate or certificates, executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date,
to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser, including, but not limited
to, certificates with respect to the Company’s charter, bylaws and Board of Directors’ resolutions relating to the
transactions contemplated hereby;


 


(iii)        No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement;


 




    	 	18	 



     


    

 


(iv)        No
event shall have occurred which would reasonably be expected to have a Material Adverse Effect on the Company;


 


(v)         The
Company shall have caused its legal counsel to deliver a legal opinion addressed to the Placement Agent in such form as is mutually
agreed by counsel to the Company and the Placement Agent and a form of such opinion shall be made available to the Purchasers,
upon request, prior to the Closing Date; and


 


(vi)        The
Company shall have provided such other documents as the Placement Agent may reasonably request, each in form and substance satisfactory
to the Placement Agent.


 


8.           Miscellaneous.


 


(a)          Governing
Law.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect
to principles of conflicts of law.


 


(b)          Entire
Agreement; Enforcement of Rights.  This Agreement and the PPM, together with the exhibits and schedules attached
hereto, set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any
and all prior agreements or discussions between them, including any term sheet, letter of intent or other document executed by
the parties prior to the date hereof relating to such subject matter.  No modification of or amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement;
provided, however, that the Purchaser acknowledges and agrees that the Placement Agent may, in its sole discretion acting by prior
written consent on behalf of Purchaser, waive any covenant of the Company described in Section 5.  The failure
by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.


 


(c)          Severability.  If
one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate
such provision in good faith.  If the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded, and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(d)          Construction.  This
Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)          Notices.  Any
notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally (including
two business days after deposit with a reputable overnight courier service, properly addressed to the party to receive the same)
or sent by fax or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed
to the party to be notified at such party’s address or fax number as set forth herein or as subsequently modified by written
notice.


 


(f)          Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


(g)          Successors
and Assigns.  The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the
Company’s successors and assigns.  The covenants and obligations of the Company hereunder shall inure to the benefit
of, and be enforceable by the Purchaser against the Company, its successors and assigns, including any entity into which the Company
is merged.  The rights and obligations of Purchasers under this Agreement may only be assigned with the prior written
consent of the Company.


 




    	 	19	 



     


    

 


(h)          Third
Party Beneficiary.  This Agreement is intended for the benefit of the undersigned parties and their respective permitted
successors and assigns, and the Placement Agent, and is not for the benefit of, nor may any provision hereof be enforced by, any
other person.


 


(i)          Further
Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


(j)          Expenses.  The
Company shall pay all costs and expenses incurred by the Company and the Placement Agent with respect to the negotiation, execution,
delivery and performance of the Agreement, in accordance with the Letter Agreement.


 


(k)          Survival.  The
representations, warranties, covenants and agreements made herein shall survive the closing of the transaction contemplated hereby.  All
statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant
hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.  The representations, warranties, covenants and obligations
of the Company, and the rights and remedies that may be exercised by the Purchaser, shall not be limited or otherwise affected
by or as a result of any information furnished to, or any investigation made by or knowledge of, any of the Purchasers or any of
their representatives.


 


(l)          Attorneys’
Fees.  In the event that any suit or action is instituted under or in relation to this Agreement, including without
limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the
losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement,
including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.


 


(m)         Remedies.  All
remedies afforded to any party by law or contract, shall be cumulative and not alternative and are in addition to all other rights
and remedies a party may have, including any right to equitable relief and any right to sue for damages as a result of a breach
of this Agreement.  Without limiting the foregoing, no exercise of a remedy shall be deemed an election excluding any
other remedy.


 


[Remainder of Page Intentionally Left
Blank] 


 




    	 	20	 



     


    

 


The Purchaser, by his, her or its signature below, or
by that of its authorized representative, confirms that the Purchaser has carefully reviewed and understands, and voluntarily enters
into, this Agreement.


 


IN WITNESS WHEREOF, the Purchaser has executed this Agreement
as of _______________, 201_.


 


	PURCHASER (if individual):	 	PURCHASER (if entity):
	 	 	 
	 	 	 
	Signature	 	Name of Entity
	 	 	 
	 	 	 
	Name (type or print)	 	By:
	 	 	 
	 	 	 
	Signature of Co-Signer (if any)	 	Name:
	 	 	 
	 	 	 
	Name of Co-Signer (type or print)	 	Its:


 


AGREED AND ACCEPTED as of ________________, 201_.


 


BIOHITECH GLOBAL, INC.


 


	By:	 	 
	 	Frank E. Celli
	 	Chief Executive Officer


 


Subscription Amount (as accepted by the Company):


 


$________________________


 




    	 	21	 



     


    

 


FORM OF NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE.  THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE MAKER THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN THE MAKER AND THE SECURITY HOLDER DATED _______________,
201_, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE MAKER.


 


BIOHITECH GLOBAL, INC.


 


[FORM OF]


 


CONVERTIBLE PROMISSORY NOTE


 


	$______________ 	_______________, 2015


 


FOR VALUE RECEIVED, BioHiTech Global, Inc.
(the “Maker”) hereby promises to pay to the order of __________________ or his, her or its successors or assigns (the
“Holder”) the principal amount of __________________ Dollars ($________) (the “Principal Amount”).  This
Convertible Promissory Note shall be referred to herein as the “Note” and referred to collectively with other notes
of the same series as the “Notes”.


 


1.           Purpose.  This
Note is made and delivered by the Maker to the Holder as of the date first written above (the “Original Issue Date”)
pursuant to the terms of that certain Securities Purchase Agreement, dated as of _________________, 2015, by and among the Maker
and the Holder (the “Purchase Agreement”).  This Note is one of a series of substantially identical Notes
issued by the Maker under the Purchase Agreement.  All capitalized terms used and not defined herein shall have the meanings
ascribed to them in the Purchase Agreement.


 


2.           Interest.  Simple
interest on the Principal Amount from time-to-time remaining unpaid shall accrue from the date of this Note at the rate of eight
percent (8%) per annum.  Interest shall be computed on the basis of a 360 day year and a 30 day month. Interest shall
be paid, at the Maker’s option, in cash, or in shares of Maker’s Common Stock or in a mix of both, as further specified
herein.


 


3.           Maturity
Date.  All amounts, including principal and interest, payable hereunder shall be due and payable on the earliest
to occur of (i) twenty four (24) months from the Initial Closing Date (the “Calendar Due Date”), (ii) the listing (the
“Listing”) of the Maker’s Common Stock on The Nasdaq Stock Market or NYSE MKT (each, a “National Exchange”),
or (iii) a Change of Control (as defined below). Such date shall be referred to herein as the “Maturity Date”.


 


4.           Methods
of Repayment.


 


4.1         Mandatory
Conversion at Maturity.  On the Maturity Date, all amounts payable hereunder (except for interest, which is subject
to payment in accordance with Section 4.3 of this Note) shall be repaid with shares of the Maker’s Common Stock in accordance
with the terms of Section 5.1 of this Note.


 




    	 	22	 



     


    

 


4.2         Optional
Conversion prior to Maturity.  Prior to the Maturity Date, all or a portion of the principal payable hereunder, along
with a proportional amount of all other amounts then payable under the Note (except for interest, which is subject to payment in
accordance with Section 4.3 of this Note), may from time to time, at the sole option of the Holder, be repaid with shares of the
Maker’s Common Stock in accordance with the terms of Section 5.2 of this Note. Each date of such an optional conversion shall
be referred to herein as an “Optional Conversion Date”.


 


4.3         Method of Interest Payment. Interest
payable hereunder shall be paid on the earlier of the Maturity Date or the Optional Conversion Date of the outstanding principal
amount of the Note as to which such interest has accrued. Such payment may be made in cash, in shares of the Maker's Common Stock,
or in a mixture of both, at the election of the Maker. If the Maker elects to pay any portion of the interest in shares, such shares
will be converted in accordance with Section 5.3 of this Note.


 


4.4         
No Prepayment Right.  All amounts payable hereunder shall be repaid on the Maturity Date or on one or more Optional
Conversion Dates.


 


5.           Conversion
of Note.  The following provisions shall govern the conversion into shares of Common Stock of any and all amounts
due under this Note.


 


5.1         Mandatory
Conversion at Maturity.  On the Maturity Date, all amounts payable hereunder (except for interest, which shall be
paid in accordance with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price
(the “Mandatory Principal Conversion Price”) equal to the lowest of: (i) $3.75 (the “Closing Price”), (ii)
the Listing Price (as defined below), (iii) the Public Offering Price (as defined below), (iv) the Private Offering Price (as defined
below), or (v) the Change of Control Price (as defined below).  The “Listing Price” means the lower of the
opening and closing National Exchange prices (as appropriately adjusted to reflect stock dividends, stock splits, combinations,
recapitalizations and the like with respect to the Maker’s capital stock after the date hereof) on such day that the Maker’s
Common Stock is first traded on a National Exchange. The “Public Offering Price” means the price per share (as appropriately
adjusted to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s
capital stock after the date hereof) paid by public investors in an underwritten public offering conducted in connection with the
Listing, without regard to any underwriting discount or other offering expense. The “Private Offering Price” means
the means the lowest price per share (as appropriately adjusted to reflect stock dividends, stock splits, combinations, recapitalizations
and the like with respect to the Maker’s capital stock after the date hereof) paid by investors in any private equity, equity-linked
or debt financing (other than the Offering) conducted after the date hereof prior to the Listing, without regard to any broker’s
fee or other offering expense. The “Change of Control Price” means the per-share consideration (as appropriately adjusted
to reflect stock dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital
stock after the date hereof) paid in the Change of Control.


 


5.2         Optional
Conversion prior to Maturity.  On each Optional Conversion Date, if any, all principal to be repaid on such date, along
with a proportional amount of all other amounts then payable under the Note (except for interest, which shall be paid in accordance
with Section 5.3 of this Note) shall be paid in shares of the Maker’s Common Stock at a conversion price (the “Optional
Principal Conversion Price”) equal to the Closing Price.


 


5.3         Conversion
of Interest. On the Maturity Date and on each Optional Conversion Date, if any, the portion of the interest then payable hereunder
that the Maker elects to pay in shares, if any, shall be paid in shares of the Maker’s Common Stock at a conversion price
(the “Interest Conversion Price”) equal to the closing public market price (as appropriately adjusted to reflect stock
dividends, stock splits, combinations, recapitalizations and the like with respect to the Maker’s capital stock after the
date hereof) of the Maker’s Common Stock on the Trading Day immediately prior to the date of Maturity or such Optional Conversion
Date, as applicable.


 


5.4         Conversion
Rate.  The number of shares of Common Stock issuable upon conversion pursuant to Sections 5.1, 5.2 or 5.3 shall be
determined by dividing (x) the Principal Amount (plus other amounts payable) and the amount accrued interest, as the case may be,
to be paid (the “Conversion Amount”) by (y) the Mandatory Principal Conversion Price, the Optional Principal Conversion
Price or the Interest Conversion Price, as applicable.


 




    	 	23	 



     


    

 


5.5         No
Fractional Shares.  The Maker shall not issue any fraction of a share of Common Stock upon any conversion.  If
the issuance would result in the issuance of a fraction of a share of Common Stock, the Maker shall round up such fraction of a
share of Common Stock to the nearest whole share.  The Maker shall pay any and all transfer, stamp and similar taxes
that may be payable with respect to the issuance and delivery of Common Stock upon conversion.


 


5.6         Mechanics
of Conversion. Within 20 days of the Maturity Date and
each Optional Conversion Date, if any, the Maker shall transmit to the Holder the number of shares of Common Stock representing
full repayment of the Conversion Amount being made on such date, and cash to the extent interest due on such date is being paid
in cash, together with an explanation of the calculation of the share and cash amounts being transmitted.  Upon receipt
of such items, the Holder shall surrender this Note to a common carrier for delivery to the Maker as soon as practicable on or
following such date (and shall execute an indemnification undertaking with respect to this Note in the case of its loss, theft
or destruction).  The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of
this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Maturity Date
or Optional Conversion Date, as applicable.


 


5.7         Reservation
of Common Stock. Until the Notes are paid in full, the Maker shall at all times keep reserved for issuance under this Note
such number of shares of Common Stock as shall be necessary to satisfy the Maker’s obligation to issue shares of Common Stock
hereunder assuming all amounts payable under this Note shall be paid in shares of Common Stock (without regard to any limitation
otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Note).  If,
notwithstanding the foregoing, and not in limitation thereof, at any time any of the Notes remain outstanding, the Maker does not
have a sufficient number of authorized and unreserved shares of Common Stock (the “Required Reserve Amount”) to satisfy
its obligation set forth in this Section 5.7 (such failure, an “Authorized Share Failure”), then the Maker shall immediately
take all action necessary to increase the Maker’s authorized shares of Common Stock to an amount sufficient to allow the
Maker to maintain the Required Reserve Amount for all the Notes then outstanding.  Without limiting the generality of
the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than 60 days after the occurrence of such Authorized Share Failure, the Maker shall, to the extent necessary or advisable
in order to cure sure Authorized Share Failure, hold a meeting of its shareholders for the approval of an increase in the number
of authorized shares of Common Stock, in connection with such meeting, provide each shareholder with a proxy statement, and use
its best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause
its board of directors to recommend to the shareholders that they approve such increase.


 


5.8         Adjustments.  The
applicable Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant
to Section 5 hereof, shall be subject to adjustment from time to time upon the happening of certain events while the Maker’s
conversion obligations remain outstanding, as follows:


 


5.8.1           Merger,
Sale of Assets, etc.  If the Maker at any time shall consolidate with or merge into or sell or convey all or substantially
all of its assets to any other entity, this Note, as to the unpaid Principal Amount thereof and other payments and interest accrued
thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property
as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect
to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The
foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without
limiting the generality of the foregoing, the anti-dilution provisions of this Section 5.8 shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.


 




    	 	24	 



     


    

 


5.8.2           Reclassification,
etc.  If the Maker at any time shall, by reclassification or otherwise, change the Common Stock into the same or
a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid Principal
Amount thereof and other payments and interest accrued thereon, shall thereafter be deemed to evidence the right to purchase an
adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect
to the Common Stock immediately prior to such reclassification or other change.


 


5.8.3           Notice
of Adjustment.  Whenever the applicable Conversion Price is adjusted pursuant to this Section 5.8, the Maker shall
promptly mail to the Holder a notice setting forth the applicable Conversion Price after such adjustment and setting forth a statement
of the facts requiring such adjustment.


 


6.           Registration;
Book-Entry. The Maker shall maintain a register (the “Register”) for the recordation of the names and addresses
of the holders of each Note and the Principal Amount of the Notes held by such holders (the “Registered Notes”).  The
entries in the Register shall be conclusive and binding for all purposes absent manifest error, and to that extent the Maker and
the holders of the Notes shall treat each person whose name is recorded in the Register as the owner of a Note for all purposes,
including, without limitation, the right to receive payments of the Principal Amount and interest, if any, hereunder, notwithstanding
notice to the contrary.  A Registered Note may be assigned or sold in whole or in part only in accordance with the terms
of Section 12.3 of this Note and by registration of such assignment or sale on the Register.


 


7.           Defaults;
Remedies.


 


7.1         Events
of Default.  The occurrence of any one or more of the following events shall constitute an event of default hereunder
(each, an “Event of Default”):


 


7.1.1           The
Maker fails to make any payment when due under this Note;


 


7.1.2           The
Maker fails to observe and perform any of its covenants or agreements on its part to be observed or performed under the Purchase
Agreement or any other Transaction Document, and such failure shall continue for more than 30 days after notice of such failure
has been delivered to the Maker;


 


7.1.3           Any
representation or warranty made by the Maker in the Purchase Agreement or any other Transaction Document is untrue as of the date
of such representation or warranty except, in the case of a breach of a representation or warranty which is curable, only if such
breach continues for a period of at least 20 consecutive Business Days;


 


7.1.4           The
Maker admits in writing its inability to pay its debts generally as they become due, files a petition in bankruptcy or a petition
to take advantage of any insolvency act, makes an assignment for the benefit of its creditors, or consents to the appointment of
a receiver of itself or of the whole or any substantial part of its property, or has a petition filed against it be adjudicated
a bankrupt, or files a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other
applicable law or statute of the United States of America or any State thereof;


 


7.1.5           A
court of competent jurisdiction enters an order, judgment, or decree appointing, without the consent of the Maker, a receiver of
the Maker or of the whole or any substantial part of its property, or approving a petition filed against the Maker seeking reorganization
or arrangement of the Maker under the federal bankruptcy laws or any other applicable law or statute of the United States of America
or any State thereof, and such order, judgment, or decree shall not be vacated or set aside or stayed within 60 days from the date
of entry thereof;


 


7.1.6           Any
court of competent jurisdiction assumes custody or control of the Maker or of the whole or any substantial part of its property
under the provisions of any other law for the relief or aid of debtors, and such custody or control is not be terminated or stayed
within 60 days from the date of assumption of such custody or control;


 




    	 	25	 



     


    

 


7.1.7.          This
Note ceases to be, or is asserted by the Maker not to be, a legal, valid and binding obligation of the Maker enforceable in accordance
with its terms;


 


7.1.8           A
judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Maker which judgments
are not, within 60 days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days
after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a creditworthy
party shall not be included in calculating the $250,000 amount set forth above so long as the Maker certifies that it has not received
a written statement from such insurer or indemnity provider denying such coverage (which written statement shall be reasonably
satisfactory to the Holder) and if the Maker will receive the proceeds of such insurance or indemnity within 30 days of the issuance
of such judgment;


 


7.1.10         A
default by the Maker occurs under one or more obligations in an aggregate monetary amount in excess of $250,000 for more than 30
days after the applicable due dates, unless the Maker is contesting the validity of each such obligation in good faith and has
segregated cash funds equal to not less than one-half of the disputed amount;


 


7.1.11         The
Maker fails to deliver the shares of Common Stock to the Holder pursuant to and in the form required by this Note or, if required,
a replacement Note, more than five Business Days after the required delivery date of such Common Stock or replacement Note;


 


7.1.12         The
Maker fails to have reserved for issuance upon conversion of this Note the amount of Common Stock set forth in this Note; or


 


7.1.13          Any
such Event of Default occurs with respect to any of the other Notes.


 


7.2         Notice
by the Maker.  The Maker shall notify the Holder in writing as soon as reasonably practicable but in no event more
5 Business Days after the occurrence of any Event of Default of which the Maker acquires knowledge.


 


7.3         Remedies.  Upon
the occurrence of any Event of Default, all sums due and payable to the Holder under this Note shall, at the option of the Holder,
become due and payable immediately without presentment, demand, notice of nonpayment, protest, notice of protest, or other notice
of dishonor, all of which are hereby expressly waived by the Maker.  Any payment under this Note (i) not paid within
10 days following the Calendar Due Date or (ii) due immediately following acceleration by the Holder shall bear interest at the
rate of 15% from such Calendar Due Date or acceleration, as applicable, until paid, subject to Section 7.5.  To the extent
permitted by law, the Maker waives any right to and stay of execution and the benefit of all exemption laws now or hereafter in
effect.  In addition to the foregoing, upon the occurrence of any Event of Default, the Holder may forthwith exercise
singly, concurrently, successively, or otherwise any and all rights and remedies available to the Holder at law, in equity, or
otherwise.


 


7.4         Remedies
Cumulative, etc.  No right or remedy conferred upon or reserved to the Holder under this Note, or now or hereafter
existing at law or in equity or otherwise, is intended to be exclusive of any other right or remedy, and each and every such right
or remedy shall be cumulative and concurrent, and shall be in addition to every other such right or remedy, and may be pursued
singly, concurrently, successively, or otherwise, at the sole discretion of the Holder, and shall not be exhausted by any one exercise
thereof but may be exercised as often as occasion therefor may occur.  No act of the Holder shall be deemed or construed
as an election to proceed under any one such right or remedy to the exclusion of any other such right or remedy; furthermore, each
such right or remedy of the Holder shall be separate, distinct, and cumulative and none shall be given effect to the exclusion
of any other.


 




    	 	26	 



     


    

 


7.5         Usury
Compliance.  All agreements between the Maker and the Holder are expressly limited, so that in no event or contingency
whatsoever, whether by reason of the consideration given with respect to this Note, the acceleration of maturity of the unpaid
Principal Amount and interest thereon, or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance,
or detention of the indebtedness which is the subject of this Note exceed the highest lawful rate permissible under the applicable
usury laws.  If, under any circumstances whatsoever, fulfillment of any provision of this Note shall involve transcending
the highest interest rate permitted by law which a court of competent jurisdiction deems applicable, then the obligations to be
fulfilled shall be reduced to such maximum rate, and if, under any circumstances whatsoever, the Holder shall ever receive as interest
an amount that exceeds the highest lawful rate, the amount that would be excessive interest shall be applied to the reduction of
the unpaid Principal Amount under this Note and other amounts (excluding interest) owed in respect of this Note, and not to the
payment of interest, or, if such excessive interest exceeds the unpaid balance of the Principal Amount under this Note and such
other amounts (excluding interest), such excess shall be refunded to the Maker.  This provision shall control every other
provision of all agreements between the Maker and the Holder.


 


8.           Replacement
of Note.  Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction, or mutilation
of this Note and (in case of loss, theft, or destruction) of indemnity satisfactory to it, and upon surrender and cancellation
of this Note, if mutilated, the Maker will make and deliver a new Note of like tenor in lieu of this Note.


 


9.           Maker’s
Covenants and Agreements.


 


9.1         Restricted
Payments.  The Maker shall not, and the Maker shall not permit any of its subsidiaries (if any) to, directly or indirectly,
redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or
in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any
capital stock or all or any portion of any indebtedness, whether by way of payment in respect of principal of, interest on or premium
or any other amount due in connection with, such indebtedness if at the time such payment is due or is otherwise made or, after
giving effect to such payment, an event constituting, or that with the passage of time and without being cured would constitute,
an Event of Default has occurred and is continuing.


 


9.2         Valid
Issuance of Securities.  The Maker covenants that the securities issuable upon the conversion of this Note will,
upon conversion of this Note, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect
of the issue thereof.


 


9.3         Timely
Notice.  The Maker shall give the Holder at least 10 days’ advance written notice prior to the closing of a
Change of Control, provided that the Holder agrees to be bound by any applicable confidentiality agreement or agreements the Maker
shall deem necessary or appropriate.


 


10.         Seniority.
While the Notes remain outstanding, the Maker shall not issue any debt or securities pari passu or senior to the Notes, except
for customary trade financing, mortgages, leases, or other commercial financing activities or any stock option or incentive compensation
plans, without the written consent of holders of an aggregate majority of the principal amount of the Notes then outstanding.


 


11.         Certain
Definitions.


 


11.1       ”Business
Day” means any day that is not a Saturday, Sunday, federal holiday or bank holiday in any jurisdiction in which the Maker
holds a substantial portion of its assets.


 


11.2       ”Change
of Control” means any liquidation, dissolution, or winding up of the Maker, either voluntary or involuntary, and shall
be deemed to be occasioned by, or to include, (i) the acquisition of the Maker by another entity by means of any transaction or
series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation)
unless the Maker’s shareholders of record as constituted immediately prior to such acquisition or sale will, immediately
after such acquisition or sale (by virtue of securities issued as consideration for the Maker’s acquisition or sale or otherwise)
hold at least a majority of the voting power of the surviving or acquiring entity or its direct or indirect parent entity (except
that any bona fide equity or debt financing transaction for capital raising purposes shall not be deemed a Change of Control for
this purpose) and (ii) a sale, exclusive license or other disposition of all or substantially all of the assets of the Maker, including
a sale, exclusive license or other disposition of all or substantially all of the assets of one or more of the Maker’s subsidiaries,
if such assets constitute substantially all of the assets of the Maker and such subsidiaries taken as a whole.


 




    	 	27	 



     


    

 


11.3       “Conversion
Price” means either the Principal Conversion Price or Interest Conversion Price, as applicable.


 


11.4       “Trading Day” means a day on
which any of the following markets or exchanges on which the Common Stock is listed or quoted is open for trading: the New York
Stock Exchange, the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the OTCQB marketplace
or the OTCQX marketplace (or any successors to any of the foregoing).


 


11.5       “Transaction
Document” means this Note, the Purchase Agreement and the Warrant issued by the Maker to the Holder pursuant to the Purchase
Agreement.


 


 12.         Amendments,
Waivers, and Consents.


 


12.1       Amendment
and Waiver by the Holders.  The Notes, including this Note, may be amended, modified, or supplemented, and waivers
or consents to departures from the provisions thereof may be given, if the Maker and the holders of an aggregate majority of the
Principal Amount of the Notes then outstanding consent to the amendment; provided, however, that no term of this Note may be amended
or waived in such a way as to adversely affect the Holder disproportionately to the holder or holders of any other Notes without
the written consent of the Holder and neither the principal balance nor interest rate of this Note may be amended or modified without
the consent of the Holder.  Such consent may not be effected orally, but only by a signed statement in writing.  Any
such amendment or waiver shall apply to and be binding upon the Holder of this Note, upon each future holder of this Note, and
upon the Maker, whether or not this Note shall have been marked to indicate such amendment or waiver.  No such amendment
or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.


 


12.2       Severability.  In
the event that for any reason one or more of the provisions of this Note or their application to any person or circumstance shall
be held to be invalid, illegal, or unenforceable in any respect or to any extent, such provision shall nevertheless remain valid,
legal, and enforceable in all other respects and to such extent as may be permissible.  In addition, any such invalidity,
illegality, or unenforceability shall not affect any other provisions of this Note, but this Note shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.


 


12.3       Assignment;
Binding Effect.  The Maker may not assign its obligations under this Note without the prior written consent of the
Holder.  Any attempted assignment in violation of this Section 12.3 shall be null and void.  Subject to the
foregoing, this Note inures to the benefit of the Holder and its successors and assigns, and binds the Maker and its successors
and permitted assigns, and the words “Holder” and “Maker” whenever occurring herein shall be deemed and
construed to include such respective successors and assigns.


 


12.4       Notices
Generally.  All notices required to be given to any of the parties hereunder shall be given as set forth in the Purchase
Agreement.


 




    	 	28	 



     


    

 


12.5       Governing
Law; Jurisdiction; Jury Trial. This Note shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any
other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  The
Maker hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper.  The Maker hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address it set forth on the signature page hereto and agrees that such service shall constitute good and sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.  In the event that any provision of this Note is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith
and shall be deemed modified to conform to such statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.  Nothing
contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the
Maker in any other jurisdiction to collect on the Maker’s obligations to the Holder, to realize on any collateral or any
other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.  THE MAKER
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.  This Note shall be deemed
an unconditional obligation of Maker for the payment of money and, without limitation to any other remedies of Holder, may be enforced
against Maker by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute
in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement
to which Holder and Maker are parties or which Maker delivered to Holder, which may be convenient or necessary to determine Holder’s
rights hereunder or Maker’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement
was delivered together herewith or was executed apart from this Note.


 


12.6       Section
Headings, Construction.  The headings of paragraphs in this Note are provided for convenience only and will not affect
its construction or interpretation.  All words used in this Note will be construed to be of such gender or number as
the circumstances require.  Unless otherwise expressly provided, the words “hereof” and “hereunder”
and similar references refer to this Note in its entirety and not to any specific section or subsection hereof.


 


12.7       Payment
of Collection, Enforcement and Other Costs.  If (a) this Note is placed in the hands of an attorney for collection
or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts
due under this Note or to enforce the provisions of this Note, or (b) there occurs any bankruptcy, reorganization, or receivership
of the Maker or other proceedings affecting the Maker’s creditors’ rights and involving a claim under this Note, then
the Maker shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy,
reorganization, receivership or other proceeding, including, but not limited to, attorneys’ fees and disbursements.


 


12.8       Delays
or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach
or default of the Maker under this Note shall impair any such right, power, or remedy of the Holder nor shall it be construed to
be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter
occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of any breach
or default under this Note or any waiver on the part of the Holder of any provisions or conditions of this Note must be made in
writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under
this Note or by law or otherwise afforded to the Holders, shall be cumulative and not alternative.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	29	 



     


    

 


IN WITNESS WHEREOF, BioHiTech Global,
Inc. has caused this Convertible Promissory Note to be executed and delivered on the date set forth above on the cover page of
this Note.


 


	 	BORROWER:
	 	 
	 	BIOHITECH GLOBAL, INC.


 


	 	By:	 	  (SEAL)
	 	 	Frank E. Celli, Chief Executive Officer


 


[see attached]


 




    	 	30	 



     


    

 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE.  THEY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A REGISTRATION STATEMENT IN
EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED.


 


THE SECURITIES REPRESENTED HEREBY
MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE
SECURITY HOLDER DATED ________________, 2015, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


BIOHITECH GLOBAL, INC.






[FORM OF]


 


STOCK PURCHASE WARRANT


 


Issue Date: ________, 2015


 


THIS CERTIFIES that __________________
(the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth in this
Warrant (this “Warrant”), at any time from time to time (except as otherwise limited below) on or prior
to the Expiration Date, but not thereafter, to subscribe for and to purchase from BioHiTech Global, Inc., a Delaware corporation
(the “Company”), shares of the Company’s common stock, $0.0001 par value (the “Common
Stock”), up to the number of such shares set forth below .


 


This Warrant is issued pursuant to
a Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), and is one of the Warrants
(collectively, the “Warrants”) being issued in connection with the issuance of senior convertible notes
(the “Notes”) being issued by the Company (the “Offering”).  


 


The following is a statement of the
rights of the Holder of this Warrant and the conditions to which this Warrant is subject, to which the Holder, by the acceptance
of this Warrant, agrees:


 


1.           Certain Definitions.


 


1.1           ”Exercise
Price” means per-Share exercise price equal to 120% of the Conversion Price (as defined in the Purchase Agreement);
provided, however, that if the Conversion Price is ever adjusted pursuant to the terms of the Note, the exercise price of the Warrant
shall be adjusted for any unexercised Warrants such that the exercise price will equal 120% of the Adjusted Conversion Price (as
defined in the Purchase Agreement).


 


1.2           ”Expiration
Date” means that date that is five (5) years after the issue date set forth above.


 


1.3           “Initial
Closing Date” means the date on which the Company conducts its initial closing of the Offering.


 


1.4           ”Shares”
or “Warrant Shares” means the shares of Common Stock issuable under this Warrant, as set forth in Section
2 below.


 




    	 	31	 



     


    

 


2.           Number of Shares
and Exercise Price


 


2.1           This
Warrant shall be exercisable for up to [•] Shares at the Exercise Price.


 


 


2.2           This
Warrant may be exercised in whole or in part at any time beginning on the date on which the Note issued in connection with the
Offering has been converted into Common Stock and continuing thereafter and from time to time on or prior to the Expiration Date.


 


3.           Exercise of Warrant


 


3.1           The
purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, by the surrender of this Warrant
and the Notice of Exercise annexed hereto duly executed at the Company’s principal executive office (or such other officer
or agent of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books
of the Company), and upon payment of the aggregate Exercise Price of the Shares thereby purchased (by cash or by check or bank
draft payable to the order of the Company); whereupon the Holder shall be entitled to receive the number of Shares so purchased.
The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled
to exercise this Warrant, the Shares so purchased shall be issued to the Holder as the record owner of such Shares as of the close
of business on the date on which this Warrant shall have been exercised as aforesaid or on such later date requested by the Holder
or on such earlier date agreed to by the Holder and the Company.


 


3.2           Delivery
of Common Stock Certificates and New Warrant. As soon as reasonably practicable after each exercise of this Warrant, in whole
or in part, and in any event within five (5) business days thereafter (the “Warrant Share Delivery Date”),
the Company, at its expense (including the payment by it of any applicable issue taxes), will cause the name of the Holder (or
as Holder may direct) to be entered in the register of holders in respect of the Warrant Shares and further cause to be issued
in the name of and delivered to the Holder hereof or as the Holder (upon payment by the Holder of any applicable transfer taxes)
may direct:


 


(a) the number of duly authorized, validly
issued, fully paid and nonassessable Warrant Shares to which the Holder shall be entitled upon exercise, in certificated form with
appropriate restrictive legends, if applicable; and


 


(b) in case exercise is in part only,
a new Warrant document of like tenor, dated the date hereof, for the remaining number of Warrant Shares issuable upon exercise
of this Warrant after giving effect to the partial exercise of this Warrant (including the delivery of any Warrant Shares as payment
of the Exercise Price for such partial exercise of this Warrant).


 


4.           Nonassessable


 


The Company covenants that all
Shares which may be issued upon the exercise of this Warrant will be validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof.  


 


5.           Fractional
Shares


 


No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a
share called for upon the exercise of this Warrant, the number of shares delivered shall be rounded down to the nearest whole share,
and the Company shall pay to the Holder cash in an amount equal to the fraction represented by the fractional share multiplied
by the closing price of the Company’s Common Stock on the OTCQB Marketplace (or if the Common Stock does not then trade on
such market, on such other U.S. public trading market on which the Common Stock then trades) on the date of exercise.


 




    	 	32	 



     


    

 


6.           Charges,
Taxes and Expenses


 


Issuance of Shares upon the exercise
of this Warrant, in certificated form or otherwise, shall be made without charge to the Holder hereof for any issue or transfer
tax or other incidental expense in respect of the issuance, including relating to any certificate, all of which taxes and expenses
shall be paid by the Company, and such Shares shall be issued in the name of the Holder.


 


7.           No
Rights as Shareholders


 


This Warrant does not entitle
the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.


 


8.           Saturdays,
Sundays, Holidays, etc.


 


If the last or appointed day for
the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or legal
holiday.


 


9.           Adjustments


 


The Exercise Price and the number
of Shares purchasable hereunder are subject to adjustment from time to time as set forth in this Section 9.


 


9.1           Reclassification,
etc.  If the Company, at any time while this Warrant, or any portion hereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change the class of the securities as to which purchase rights under this Warrant
exist into the same or a different number of securities or any other class or classes of securities, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification
or other change and the Exercise Price therefor shall be appropriately adjusted, all subject to further adjustment as provided
in this Section 9.


 


9.2           Subdivision
or Combination of Shares.  In the event the Company shall at any time subdivide the outstanding securities as to
which purchase rights under this Warrant exist, or shall issue a stock dividend on the securities as to which purchase rights under
this Warrant exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such subdivision
or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased,
and in the event that the Company shall at any time combine the outstanding securities as to which purchase rights under this Warrant
exist, the number of securities as to which purchase rights under this Warrant exist immediately prior to such combination shall
be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on
the date of such subdivision, stock dividend or combination, as the case may be.


 


9.3           Cash
Distributions.  No adjustment on account of cash dividends or interest on the securities as to which purchase rights
under this Warrant exist will be made to the Exercise Price under this Warrant.


 




    	 	33	 



     


    

 


10.         Compensation for Buy-In on Failure
to Timely Deliver Warrant Shares upon Exercise. In addition to any other rights available to the Holder, if the Company
fails to deliver, or fails to cause its transfer agent to transmit, to the Holder the Warrant Shares pursuant to an exercise on
or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open
market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying
(1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue,
times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would
have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000, and the Company would also be required to comply with
clause (B). The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


 


11.         Intentionally Left Blank.


 


12.         Miscellaneous.


 


12.1         Loss,
Theft, Destruction or Mutilation of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of
the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, delivery of an indemnity
agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation
of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new Warrant executed in the same manner as this
Warrant and of like tenor and amount. 


 


12.2         Waivers
and Amendments.  This Warrant and the obligations of the Company and the rights of the Holder under this Warrant
may be amended, waived, discharged or terminated (either generally or in a particular instance, either retroactively or prospectively
and either for a specified period of time or indefinitely) with the written consent of the Company (which shall not be required
in connection with a waiver of rights in favor of the Company) and the holders of at least a majority of the then-outstanding aggregate
principal amount under the Notes; provided, however, that no such amendment or waiver shall reduce the number of
Shares represented by this Warrant without the consent of the Holder hereof; and provided further, however, that nothing
shall prevent the Holder from individually agreeing to waive the observation of any term of this Warrant.  Any amendment,
waiver, discharge or termination effected in accordance with this Section 12.2 shall be binding upon the Company, the Holder, and
except pursuant to a waiver by an individual holder of another Warrant pursuant to the final proviso in the immediately preceding
sentence, each other holder of Warrants.


 


12.3         Notices.  Any
notice, request or other communication required or permitted hereunder shall be given in accordance with the Purchase Agreement.


 




    	 	34	 



     


    

 


12.4         Severability.  If
one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision(s) shall be excluded from
this Warrant and the balance of this Warrant shall be interpreted as if such provision(s) were so excluded and shall be enforceable
in accordance with its terms.


 


12.5         Successors
and Assigns.  Neither this Warrant nor any rights hereunder are transferable without the prior written consent
of the Company.  Notwithstanding the foregoing, the Holder shall be permitted to transfer this Warrant to any affiliate
(as that term is defined in the Securities Act of 1933, as amended) of the Holder.  If a transfer is permitted pursuant
to this Section, the transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed,
to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed
on such transfer.  In the event of a partial transfer, the Company shall issue to the holders one or more appropriate
new warrants.  Subject to the foregoing, the provisions of this Warrant shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the Company and the Holder.


 


12.6         Delays
or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to the Holder, upon any breach
or default of the Company under this Warrant shall impair any such right, power, or remedy of the Holder nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or
thereafter occurring.  Any waiver, permit, consent, or approval of any kind or character on the part of the Holder of
any breach or default under this Warrant or any waiver on the part of the Holder of any provisions or conditions of this Warrant
must be made in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies,
either under this Warrant or by law or otherwise afforded to the Holder, shall be cumulative and not alternative.


 


12.7           Titles
and Subtitles.  The titles of the paragraphs and subparagraphs of this Warrant are for convenience of reference only
and are not to be considered in construing this Warrant.


 


12.8           Construction.  The
language used in this Warrant will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


12.9           Governing
Law.  THIS WARRANT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF NEW YORK AS SUCH LAWS ARE APPLIED
TO AGREEMENTS BETWEEN NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK.


 


[Remainder of page intentionally left
blank]


 




    	 	35	 



     


    

 


IN WITNESS WHEREOF, BioHiTech Global, Inc.
has caused this Warrant to be executed by its officer thereunto duly authorized.


 


BIOHITECH GLOBAL,
Inc.


 


	By:	 	 
	 	Name:
	 	Title:


 




    	 	36	 



     


    

 


NOTICE OF EXERCISE


 


		TO:	BioHiTech Global, Inc.



80 Red Schoolhouse Road, Suite 101


Chestnut Ridge, NY 10977


Attn:  Secretary


 


The undersigned hereby elects to purchase ______________ shares
(the “Shares”) of the Common Stock of BioHiTech Global, Inc. pursuant to the terms of the attached Warrant
and tenders herewith payment of the purchase price in full.


 


Please issue the Shares, including in certificated form with
appropriate restrictive legends, if applicable, in the name of the undersigned or in such other name as is specified below:


 


___________________________


(Print Name)


 


Address: ___________________


 


___________________________


 


___________________________


 


The undersigned confirms that the undersigned is an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, and that the Shares
are being acquired for the account of the undersigned for investment only and not with a view to, or for resale in connection with,
the distribution thereof, and that the undersigned has no present intention of distributing or selling the Shares.


 


	 	 	 	 
	(Date)	 	(Signature)	 


 


	 	 
	(Print Name)


 




    	 	37