Exhibit
10.1


 


FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT 


  


THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered
into as of June 14, 2018 by and among MERIDIAN WASTE OPERATIONS, INC., a New York corporation (“Operations”),
MOBILE SCIENCE TECHNOLOGIES, INC., a Georgia corporation (“Mobile”), ATTIS HEALTHCARE, LLC, a South Carolina
limited liability company (“Healthcare”), INTEGRITY LAB SOLUTIONS, LLC, an Oklahoma limited liability company
(“Integrity”), RED X MEDICAL LLC, a Georgia limited liability company (“Red X”), WELNESS
BENEFITS, LLC, an Oklahoma limited liability company (“Welness”), LGMG, LLC, an Oklahoma limited liability company
(“LGMG”), ATTIS INNOVATIONS, LLC, a Georgia limited liability company (“Innovations”), and
ADVANCED LIGNIN BIOCOMPOSITES LLC, a Minnesota limited liability company (“Advanced Lignin”), ATTIS ENVICARE
MEDICAL WASTE, LLC, a Georgia limited liability company (“Envicare”), ATTIS GENETICS, LLC, a Georgia limited
liability company (“Genetics”), ATTIS FEDERAL LABS, LLC, an Oklahoma limited liability company (“Federal
Labs”), ATTIS COMMERCIAL LABS, LLC, an Oklahoma limited liability company (“Commercial Labs”, and
together with Operations, Mobile, Healthcare, Integrity, Red X, Welness, LGMG, Innovations, Advanced Lignin, Envicare, Genetics,
and Federal Labs the “Companies” and each, a “Company”), ATTIS INDUSTRIES INC., a New York
corporation (“Holdings”) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from
time to time and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (“GSSLG”), as Administrative Agent (in such capacity,
“Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”), and Lead
Arranger.


 


RECITALS


 


A.
 The Companies, Holdings, Lenders and Administrative Agent are parties to that certain
Second Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement), pursuant to which the Lenders have made certain financial
accommodations available to the Companies; and


 


B. The
Companies have requested that the Lenders amend certain provisions of the Credit Agreement and waive certain Events of Default,
and, subject to the terms and conditions hereof, the Lenders executing this Amendment are willing to do so.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and intending to be legally bound,
the parties hereto agree as follows:


 


A.
EXTENSION OF POST-CLOSING DEADLINES


 


1.
At your request, subject to the terms and conditions set forth herein, effective as of the date hereof, the Administrative Agent
and Lenders hereby


 


(i)
extend the date for satisfaction of item 2 set forth on Schedule 5.15 (i.e., satisfaction of all Real Estate Mortgage Requirements
with respect to the Real Estate Asset set forth on Schedule 3.1 of the Credit Agreement) from May 20, 2018, to June 30, 2018 (or
to such later date as agreed to in writing (including by email) by the Administrative Agent in its sole discretion),


  



     


    


    

  


(ii)
extend the date for satisfaction of item 3 set forth on Schedule 5.15 (i.e., delivery of Control Agreements with respect to certain
Deposit Accounts) from May 20, 2018, to June 30, 2018 (or to such later date as agreed to in writing (including by email) by the
Administrative Agent in its sole discretion), and


 


(iii)
extend the date for delivery of the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end
of months of March 2018 and April 2018 and the related consolidated and consolidating statements of income, consolidated statements
of stockholders’ equity and consolidated statements of cash flows of Holdings and its Subsidiaries for such months, as required
pursuant to Section 5.1(a) of the Credit Agreement, to July 14, 2018 (or to such later date as agreed to in writing (including
by email) by the Administrative Agent in its sole discretion).


 


2. At
your request, subject to the terms and conditions set forth herein, if (i) no Default or Event of Default exists or is continuing
on June 30, 2018, and (ii) the Companies shall have made the interest payment that is due and payable on June 30, 2018, then the
Installment that would otherwise be due and payable on June 30, 2018 shall instead be due and payable on August 31, 2018, notwithstanding
anything to the contrary in Section 2.11 of the Credit Agreement.


 


B.
 WAIVERS 


 


At
your request, the Administrative Agent and Lenders hereby waive the Events of Default that have occurred and are continuing


 


(i) under
Section 8.1(a) of the Credit Agreement due to the failure of the Companies to


 


(a) pay
interest in the aggregate amount of $473,947.52 for the month ending May 31, 2018, as required by Section 2.7(e) of the Credit
Agreement; provided that such interest shall be paid in kind by adding such amount to the outstanding principal amount of the
Term Loan in accordance with Section E(1) below; and


 


(b) timely
make the interest payment of $22,383.30 for the period from April 20, 2018 through April 30, 2018, within one Business day of
the Interest Payment Date, as required by Section 2.7(e) of the Credit Agreement; and


 


(ii) under
Section 8.1(c) of the Credit Agreement due to the failure of the Companies to


 


(a) cause
the Real Estate Asset set forth on Schedule 3.1 of the Credit Agreement to be subject to a Mortgage to secure the obligations
and otherwise satisfy the Real Estate Mortgage Requirements with respect to such Real Estate Asset on or prior to 30 days following
the Restatement Date, as required by Section 5.15 of the Credit Agreement;


  



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(b) cause
each Wells Fargo Deposit Account listed on Schedule 4.4.4 of the Security Agreement to be a Controlled Account on or prior to
30 days following the Restatement Date, as required by Section 5.15 of the Credit Agreement;


 


(c) deliver
to Administrative Agent the consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the end of month
of March 2018 and the related consolidated and consolidating statements of income, consolidated statements of stockholders’
equity and consolidated statements of cash flows of Holdings and its Subsidiaries for such month, as required by Section 5.1(a)
of the Credit Agreement; and


 


(d) comply
with the requirements of Sections 5.15 and 6.7 of the Credit Agreement in connection with the acquisitions of or investments in
CleanTech Corporation, FLUX Carbon LLC, Noveda Technologies, Inc., Genarex FD LLC, and the issuance of preferred Capital Stock
in connection therewith.


 


The
waivers set forth in this Section B are limited to their terms and are not and shall not be deemed to be a waiver of any other
Default or Event of Default or a consent to departure from any term of the Credit Agreement, including, without limitation, any
future failure to comply with the requirements of Section 5.15 of the Credit Agreement as extended in this Amendment or any other
outstanding Default or Event of Default regardless of whether or not the Administrative Agent or Lenders have received notice
of such Defaults and Events of Default. The Administrative Agent and Lenders reserve all of their rights and remedies under the
Credit Documents and applicable law with respect to any other Defaults or Events of Default.


 


C.
CONDITIONS TO EFFECTIVENESS 


 


Notwithstanding
any other provision of this Amendment and without affecting in any manner the rights of the Lenders hereunder, it is understood
and agreed that this Amendment shall not become effective, the Credit Parties shall have no rights under this Amendment, until
Administrative Agent shall have received each of the following:


 


(i)
reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Credit Agreement (including
reasonable fees, charges and disbursements of counsel to Administrative Agent) to the extent invoiced prior to the date hereof;
and


 


(ii) executed
counterparts to this Amendment from each Company, each other Credit Party, and each of the Lenders.


  



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D.
REPRESENTATIONS


 


To
induce the Lenders and Administrative Agent to enter into this Amendment, each Credit Party hereby represents and warrants to
the Lenders and the Administrative Agent that:


 


1. The
execution, delivery and performance by such Credit Party of this Amendment (a) are within each Credit Party’s corporate
or limited liability company power; (b) have been duly authorized by all necessary corporate, limited liability company and/or
shareholder action, as applicable; (c) are not in contravention of any provision of any Credit Party’s certificate
of incorporation or formation, or bylaws or other organizational documents; (d) do not violate any law or regulation, or
any order or decree of any Governmental Authority; (e) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument
to which any Credit Party or any of its Subsidiaries is a party or by which any Credit Party or any such Subsidiary or any of
their respective property is bound; (f) do not result in the creation or imposition of any Lien upon any of the property of any
Credit Party or any of its Subsidiaries; and (g) do not require the consent or approval of any Governmental Authority or
any other person; and


 


2. This
Amendment has been duly executed and delivered for the benefit of or on behalf of each Credit Party and constitutes a legal, valid
and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms except as the
enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’
rights and remedies in general.


 


E.
OTHER AGREEMENTS


 


1. Interest.
On the date hereof, an aggregate amount equal to $473,947.52, representing the interest accrued but unpaid through May 31, 2018,
shall be paid in kind by adding the amount of such accrued interest to the outstanding principal amount of the Term Loan as of
May 31, 2018. From and after such payment in kind, such capitalized interest shall be treated as a portion of the Term Loans for
all purposes hereunder. After giving effect to such payment in kind, the aggregate outstanding principal balance of the Term Loans,
as of the date hereof, is equal to $8,632,281.31.


 


2. Amendment
Fee. The Companies jointly and severally agree to pay to GSSLG, solely for its own account, an amendment fee in an amount
equal to $200,000 (the “Amendment Fee”). The Amendment Fee shall be fully earned and payable in full on January
1, 2019, shall be nonrefundable when paid and in addition to any other fees, costs and expenses payable pursuant to the Credit
Agreement or the other Credit Documents, including without limitation, the fees set forth in the Fee Letter; provided, however,
the Amendment Fee shall be waived if all Guaranteed Obligations have been indefeasibly paid in full in cash on or prior to December
31, 2018 or if the Companies pay the amount pursuant to paragraph E.3 hereof pursuant to the conditions of such paragraph.


 


3. Payment.
Notwithstanding anything to the contrary contained in the Credit Agreement or other Credit Documents, if, on or before August
14, 2018, the Companies pay Lenders an amount equal to $6,000,000 plus any unpaid fees under Section C(i) hereof, the Companies
shall be released from any obligation to pay any additional principal amounts under the Credit Agreement and Lenders and Agent
shall release all liens and security interest securing the Obligations.


 


4. Joinders.
On or prior to June 30, 2018 (or such later date consented to by the Administrative Agent in writing (including by email)), the
Credit Parties shall cause each of CleanTech Corporation, FLUX Carbon LLC, Noveda Technologies, Inc., Genarex FD LLC, to join
the Credit Agreement and other Credit Documents as a Credit Party and to satisfy the requirements of Section 5.10 of the Credit
Agreement.


  



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5. Reaffirmation
of Obligations. Each Credit Party hereby (i) reaffirms all of its obligations owing to the Administrative Agent and Lenders
under each Credit Document, and (ii) covenants and agrees that so long as any Commitment is in effect and until payment in full
of all Obligations, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all obligations under
the Credit Agreement, as amended hereby, and the other Credit Documents.


 


6. Continuing
Effectiveness of Credit Documents. As amended hereby, all terms of the Credit Agreement and the other Credit Documents shall
be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Credit
Parties party thereto and each Credit Party reaffirms and ratifies all terms of the Credit Agreement, as amended hereby, and other
Credit Documents. To the extent any terms and conditions in any of the other Credit Documents shall contradict or be in conflict
with any terms or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby
deemed modified and amended accordingly to reflect the terms and conditions of the Credit Agreement as modified and amended hereby.
Upon the effectiveness of this Amendment such terms and conditions are hereby deemed modified and amended accordingly to reflect
the terms and conditions of the Credit Agreement as modified and amended hereby.


 


7. Reaffirmation
of Guaranty. Each Guarantor consents to the execution and delivery by the Companies of this Amendment and the consummation
of the transactions described herein, and ratifies and confirms the terms of the Guaranty to which such Guarantor is a party with
respect to the indebtedness now or hereafter outstanding under the Credit Agreement as amended hereby and all promissory notes
issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other
document evidencing any indebtedness of any Company to the Lenders or any other obligation of any Company, or any actions now
or hereafter taken by the Lenders with respect to any obligation of any Company, the Guaranty to which such Guarantor is a party
(i) is and shall continue to be a primary obligation of such Guarantor, (ii) is and shall continue to be an absolute, unconditional,
continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with
its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability
of any Guarantor under the Guaranty to which such Guarantor is a party.


 


8. Acknowledgment
of Perfection of Security Interest. Each Credit Party hereby acknowledges that, as of the date hereof, the security interests
and liens granted to Administrative Agent and the Lenders under the Credit Agreement and the other Credit Documents are in full
force and effect, are properly perfected to the extent required under the Collateral Documents and are enforceable in accordance
with the terms of the Credit Agreement and the other Credit Documents.


 


9. Effect
of Agreement. Except as set forth expressly herein, all terms of the Credit Agreement, as amended hereby, and the other Credit
Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations
of the Credit Parties to the Lenders and Administrative Agent. Except as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement,
nor constitute a waiver of any provision of the Credit Agreement. This Amendment shall constitute a Credit Document for all purposes
of the Credit Agreement.


  



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10. Governing
Law. This Amendment shall be governed by,
and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States
of America.


 


11. No
Novation. This Amendment is not intended
by the parties to be, and shall not be construed to be, a novation of the Credit Agreement and the other Credit Documents or an
accord and satisfaction in regard thereto.


 


12. Costs
and Expenses. The Companies agree to pay on demand all costs and expenses of Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside
counsel for Administrative Agent with respect thereto.


 


13. Counterparts.
This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall
be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of
an executed counterpart of this Amendment by facsimile transmission, electronic transmission (including delivery of an executed
counterpart in .pdf format) shall be as effective as delivery of a manually executed counterpart hereof.


 


14. Binding
Nature. This Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective successors, successors-in-titles, and assigns. No third party
beneficiaries are intended in connection with this Amendment.


 


15. Entire
Understanding. This Amendment sets forth
the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations
or agreements, whether written or oral, with respect thereto.


 


16. Release. Each
Credit Party hereby releases, acquits, and forever discharges Administrative Agent and each of the Lenders, and each and
every past and present subsidiary, affiliate, stockholder, officer, director, agent, servant, employee, representative, and
attorney of Administrative Agent and the Lenders, from any and all claims, causes of action, suits, debts, liens,
obligations, liabilities, demands, losses, costs and expenses (including reasonable attorneys' fees) of any kind, character,
or nature whatsoever, known or unknown, fixed or contingent, which such Credit Party may have or claim to have now or which
may hereafter arise out of or connected with any act of commission or omission of Administrative Agent or the Lenders
existing or occurring prior to the date of this Amendment or any instrument executed prior to the date of this Amendment
including, without limitation, any claims, liabilities or obligations arising with respect to the Credit Agreement or the
other of the Credit Documents. The provisions of this paragraph shall be binding upon each Credit Party and shall inure to
the benefit of Administrative Agent, the Lenders, and their respective heirs, executors, administrators, successors and
assigns.


 


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IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.


 


	 	ATTIS
    INDUSTRIES INC.
	 	 
	 	By:	/s/
    Jeffrey S. Cosman
	 	 	Name:  	Jeffrey S. Cosman
	 	 	Title:	 Chief Executive Officer
	 	 	 
	 	MERIDIAN
    WASTE OPERATIONS, INC.
	 	 
	 	By:	/s/ Jeffrey S.
    Cosman
	 	 	Name: 	Jeffrey S. Cosman
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	ADVANCED
    LIGNIN BIOCOMPOSITES LLC
	 	 	 
	 	By:	/s/ Jeffrey S.
    Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title: 	Manager
	 	 	 
	 	ATTIS
    ENVICARE MEDICAL WASTE, LLC
	 	 
	 	By:	/s/ Jeffrey S.
    Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Manager
	 	 	 
	 	ATTIS
    GENETICS, LLC
	 	 
	 	By:	/s/ Jeffrey S.
    Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Manager
	 	 	 
	 	ATTIS
    HEALTHCARE, LLC
	 	 
	 	By:	/s/ Jeffrey S.
    Cosman
	 	 	Name: 	Jeffrey S. Cosman
	 	 	Title: 	Manager




 


[Signature
Page to First Amendment to

Second Amended and Restated Credit and Guaranty Agreement]


  



     


    


    

  


	 	ATTIS INNOVATIONS, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Cosman
	 	 	Name: 	 Jeffrey S. Cosman
	 	 	Title: 	Manager
	 	 
	 	MOBILE SCIENCE TECHNOLOGIES, INC.
	 	 
	 	By: 	/s/ Jeffrey S. Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Vice President
	 	 
	 	RED X MEDICAL LLC
	 	 
	 	By:	 /s/ Jeffrey S. Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title: 	Manager
	 	 
	 	INTEGRITY LAB SOLUTIONS, LLC
	 	 
	 	By:	 /s/ Jeffrey S. Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Manager
	 	 
	 	LGMG, LLC
	 	 
	 	By:	 /s/ Jeffrey S. Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Manager
	 	 
	 	WELNESS BENEFITS, LLC
	 	 
	 	By:	 
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title:	 Manager




 


[Signature
Page to First Amendment to

Second Amended and Restated Credit and Guaranty Agreement]


  




      

     


    


  


	 	ATTIS FEDERAL LABS, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Cosman
	 	 	Name:  	Jeffrey S. Cosman
	 	 	Title:	 Manager
	 	 
	 	ATTIS COMMERCIAL LABS, LLC
	 	 
	 	By: 	/s/ Jeffrey S. Cosman
	 	 	Name:	 Jeffrey S. Cosman
	 	 	Title: 	Manager




 


[Signature
Page to First Amendment to

Second Amended and Restated Credit and Guaranty Agreement]


   



     


    


    

 


	 	GOLDMAN SACHS SPECIALTY LENDING GROUP, LP, as Administrative Agent
	 	 
	 	By:	/s/ Justin Betzen
	 	 	Name: 	Justin Betzen    
	 	 	Title:	Senior Vice President
	 	 
	 	GOLDMAN SACHS SPECIALTY LENDING HOLDINGS, INC., as a Lender
	 	 
	 	By:	/s/ Justin Betzen
	 	 	Name:	Justin Betzen
	 	 	Title:	Senior Vice President




 


[Signature
Page to First Amendment to

Second Amended and Restated Credit and Guaranty Agreement]