Exhibit 4.3 


 


AMENDED AND RESTATED TERM LOAN NOTE


 


	$8,158,333.79	 
	April 20, 2018	New York, New York


 


FOR VALUE RECEIVED,
each of 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”),
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”), and 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”), jointly and
severally promise to pay GOLDMAN SACHS SPECIALTY LENDING HOLDINGS, INC. (“Payee”) or its registered assigns
the principal amount of EIGHT MILLION ONE HUNDRED FIFTY-EIGHT THOUSAND THREE HUNDRED THIRTY-THREE DOLLARS AND SEVENTY-NINE CENTS
($8,158,333.79) in the installments referred to below.


 


Companies also jointly
and severally promise to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates
and at the times which shall be determined in accordance with the provisions of that certain Second Amended and Restated Credit
and Guaranty Agreement, dated as of April 20, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time
to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among Companies, MERIDIAN WASTE SOLUTIONS, INC., a New York corporation (“Holdings”),
certain Subsidiaries of Holdings, as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING
GROUP, L.P., as Administrative Agent, Collateral Agent and Lead Arranger.


 


Companies shall make
scheduled principal payments on this Note as set forth in Section 2.11 of the Credit Agreement.


 


This Note is one of
the “Term Loan Notes” in the aggregate principal amount of $8,158,333.79 and is issued pursuant to and entitled to
the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions
under which the Term Loan evidenced hereby was made and is to be repaid.


 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations
evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Companies, each Agent and Lenders
shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation
of any payment made on this Note shall not limit or otherwise affect the obligations of Companies hereunder with respect to payments
of principal of or interest on this Note.


 


This Note is subject
to mandatory prepayment and to prepayment at the option of Companies, each as provided in the Credit Agreement.


 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF COMPANIES AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Upon the occurrence
of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided
in the Credit Agreement.


 


The terms of this Note
are subject to amendment only in the manner provided in the Credit Agreement.


 


No reference herein
to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Companies,
which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times,
and in the currency herein prescribed.


 


Companies jointly and
severally promise to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement,
incurred in the collection and enforcement of this Note. Companies and any endorsers of this Note hereby consent to renewals and
extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand
hereunder.


 


[signature page follows]


 






     


     

    

 


IN WITNESS WHEREOF,
Companies have caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.


 


	 	MERIDIAN WASTE OPERATIONS, INC.
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	MOBILE SCIENCE TECHNOLOGIES, INC.,
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Vice President
	 	 	 
	 	ATTIS HEALTHCARE, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Manager
	 	 	 
	 	ADVANCED LIGNIN BIOCOMPOSITES 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
	 	 	 
	 	RED X MEDICAL LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Manager
	 	 	 
	 	WELNESS BENEFITS, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Manager


 


[Signature Page to A&R Term Loan
Note]


 






     


     

    

 


	 	LGMG, LLC
	 	 	 
	 	By:	/s/ Jeffrey S. Cosman
	 	 	Name: Jeffrey S. Cosman
	 	 	Title:  Manager
	 	 	 
	 	ATTIS INNOVATIONS, 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 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 A&R Term Loan
Note]