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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 5, 2025
TITAN
ENVIRONMENTAL SOLUTIONS INC.
(Exact
name of registrant as specified in charter)
Nevada |
|
000-56148 |
|
30-0580318 |
(State
or other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
300
E. Long Lake Road, Suite 100A
Bloomfield
Hills, Michigan |
|
48304 |
(Address
of Principal Executive Offices) |
|
(zip
code) |
(248)
775-7400
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Material Contracts
Subscription
Agreements
Between
March 5, 2025 and March 7, 2025, Titan Environmental
Solutions Inc., a Nevada corporation (the “Company”), consummated the transactions contemplated by Subscription Agreements
dated February 21, 2025 (the “Subscription Agreements”), pursuant to which the Company offered to certain accredited
investors up to 850,000 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred
Stock”), for a purchase price of $2.00 per share. Each of the five purchasers of shares of Series C Preferred Stock is an
accredited investor and is a stockholder of and lender to the Company. The purchasers included Frank Celli, a director of the Company.
The purchasers subscribed to purchase an aggregate of 500,000 shares of Series C Preferred Stock for an aggregate purchase price
of $1,000,000. The proceeds of the offering will be used by the Company for working capital and the payment of outstanding payables.
The
Subscription Agreements provide that it is the intention of the Company and each purchaser that the purchase price for the shares
of Series C Preferred Stock be an amount equal to the lesser of (i) $2.00 per share and (ii) the quotient of (a) the product of (x) the
price per share at which the shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”),
is sold by the Company in its planned public offering (the “Public Offering”) of shares of Common Stock on the terms set
forth in the Company’s pending Registration Statement on Form S-1 (Registration No. 333-275136), multiplied by (y) 40, divided
by (b) 100, assuming a reverse stock split of the Common Stock at a ratio of 1:100 to take place at or prior to the closing of the Public
Offering, with corresponding adjustment to be made if the actual ratio implemented by the Company is different (such quotient, the “Alternate
Price”). If the Alternate Price is less than $2.00, then the Company has agreed to issue to each purchaser of Series C Preferred
Stock within five business days of the date of the closing of the Public Offering a number of additional shares of Series C Preferred
Stock equal to the difference between (A) the number of shares of Series C Preferred Stock that could have been purchased in the offering
with the purchaser’s subscription amount, as set forth in the purchaser’s Subscription Agreement, at a purchase price
per share equal to the Alternate Price, less (B) the number of shares of Series C Preferred Stock previously issued to such purchaser
under the Subscription Agreement.
The
Subscription Agreements also grant to the purchasers of shares of Series C Preferred Stock, among other rights, the right to participate
in certain subsequent offerings of securities by the Company and the right to exchange their shares of Series C Preferred Stock for the
securities issued in certain subsequent offerings of securities by the Company.
Description
of the Series C Preferred Stock
On
March 6, 2025, the Company filed a Certificate of Designation of the Preferences of Preferred Stock (the “Certificate of
Designation”) pursuant to which it authorized the issuance of up to 6.5 million shares of Series C Preferred Stock and created
the terms of the Series C Preferred Stock. The principal terms of the Series C Preferred Stock are summarized below.
Conversion
Rights. Each share of Series C Preferred Stock has a stated value of $2.40 and is convertible into a number of shares
of Common Stock equal to (x) the stated value of the Series C Preferred Stock being converted plus all accrued but unpaid dividends,
divided by (y) $0.05 per share (the “Conversion Price”); provided, however, that holders of Series C Preferred will not be
able to convert shares of Series C Preferred Stock and receive shares of Common Stock upon such conversion to the extent that after giving
effect to such issuance, the holder and such holder’s affiliates would beneficially own in excess of 4.99% of the number
of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon conversion
of the applicable shares of Series C Preferred Stock (the “Beneficial Ownership Limitation”). The Conversion Price is subject
to adjustment for stock splits, stock combinations and the like of the Common Stock and in the event of an issuance of Common Stock at
a price per share lower than the Conversion Price then in effect, subject to an exception for certain exempt issuances.
Voting
Rights. Except as required by law or as specifically provided in the Company’s articles of incorporation,
the holders of Series C Preferred Stock are not entitled to vote, as a separate class or otherwise, on any matter presented to the stockholders
of the Company for their action; provided, however, that such holders will be entitled, on the same basis as holders of Common
Stock, to receive notice of such action or meeting. However, as long as any shares of Series C Preferred are outstanding, the Company
may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series C Preferred Stock,
(a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock, (b) amend its articles of
incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series C Preferred Stock,
(c) increase the number of authorized shares of Series C Preferred Stock, or (d) enter into any agreement with respect to any of the
foregoing.
Dividend
Rights. Holders of Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (on
an as-if-converted-to-Common-Stock basis disregarding for such purpose any conversion limitations) to and in the same form as dividends
actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock; provided, however,
that if a dividend is to be paid in Common Stock, a holder of Series C Preferred Stock will not be entitled to receive
such stock dividend payment to the extent such payment would cause the Common Stock beneficial ownership percentage of such holder
to exceed the Beneficial Ownership Limitation and the portion of such stock dividend payment that would exceed the Beneficial Ownership
Limitation will be held in abeyance for the benefit of such holder until such time or times, if ever, as its right thereto would
not result in such holder and its affiliates exceeding the Beneficial Ownership Limitation, at which time or times such holder will
be issued such unpaid stock dividend payment to the same extent as if there had been no such limitation.
Liquidation
Rights. Upon the liquidation or dissolution of the Company, the holders of Series C Preferred Stock will be entitled
to receive out of the assets of the Company, whether capital or surplus, the same amount that a holder of Common Stock would receive
if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations) to Common Stock, which
such amounts following will be paid pari passu with all holders of Common Stock.
The
foregoing description of the Subscription Agreements and the terms of the Series C Preferred Stock is a summary only and is qualified
in its entirety by reference to the text of the form of Subscription Agreement and the Certificate of Designation, which are included
as Exhibit 10.1 and Exhibit 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the shares of Series C Preferred Stock
by the Company pursuant to the Subscription Agreements and the shares of Common Stock issuable upon conversion of the Series C Preferred
Stock is incorporated herein by reference. The securities issued pursuant to the Subscription Agreements were
issued by the Company in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, and similar exemptions
under applicable state laws, and intends to issue any shares of Common Stock issuable upon conversion of the Series C Preferred Stock
pursuant to the same exemption. The purchasers of the Series C Preferred Stock are each an “accredited investor” as such
term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 1.01 of this Current Report on Form 10-K relating to the filing of the Certificate of Designation
and the terms of the Series C Preferred Stock is incorporated by reference herein in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
March 12, 2025 |
TITAN
ENVIRONMENTAL SOLUTIONS INC. |
|
|
|
|
By: |
/s/
Glen Miller |
|
|
Glen
Miller |
|
|
Chief
Executive Officer |
Exhibit
3.1
CERTIFICATE
OF DESIGNATION
OF
THE
PREFERENCES OF PREFERRED STOCK
OF
TITAN
ENVIRONMENTAL SOLUTIONS INC.
The
undersigned, Glen Miller, certifies that:
A.
He is the Chief Executive Officer and Secretary of Titan Environmental Solutions Inc., a corporation
organized and existing under the laws of the State of Nevada (the “Corporation”);
B. The
Articles of Incorporation of the Corporation, as amended through the date hereof (the “Articles of Incorporation”),
authorizes a class of stock designated as Preferred Stock, with a par value of $0.0001 per share (the “Preferred Stock”),
comprising Twenty Five Million (25,000,000) shares, and provides that the board of directors of the Corporation (“Board of Directors”)
shall fix the designation and number of shares of each series of the Preferred Stock and may determine the rights, preferences, privileges
and restrictions granted to and imposed upon any wholly unissued series of the Preferred Stock;
C. The
Board of Directors believes it to be in the best interests of the Corporation to create a new series of preferred stock consisting of
six million five hundred thousand (6,500,000) shares and designated as the “Series C Convertible Preferred Stock” having
certain rights, preferences, privileges, restrictions and other matters relating to the Series C Convertible Preferred Stock as set forth
in this Certificate of Designation; and
D. Pursuant
to the authority granted by the Articles of Incorporation, the Board of Directors has duly adopted the recitals and resolutions set out
below:
WHEREAS,
the Articles of Incorporation authorize the issuance of up to 25,000,000 shares of Preferred Stock in one or more series, and expressly
authorizes the Board of Directors, subject to limitations prescribed by law or by the Articles of Incorporation, to provide, out of the
unissued Preferred Stock, for one or more series of Preferred Stock, and, with respect to each such series, to establish and fix the
number of shares to be included in any series of preferred stock and the designation, rights, preferences, privileges, and restrictions
of the shares of such series; and
WHEREAS,
the Corporation has not issued any shares of Series C Convertible Preferred Stock, and the Board of Directors desires to establish and
fix the number of shares to be included in the Series C Convertible Preferred Stock and to determine the designation, rights, preferences,
privileges, and restrictions of the shares of such new series.
NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issue of the Series C Convertible Preferred Stock
and does hereby, in this Certificate of Designation of Preferences of Preferred Stock (the “Certificate of Designation”),
establish and fix and herein state and express the number of shares, designation, rights, preferences, privileges, and restrictions of
such series of Preferred Stock as follows:
TERMS
OF SERIES C CONVERTIBLE PREFERRED STOCK
Section
1. Definitions. For the purposes hereof, the following terms have the following meanings:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.
“Alternate
Consideration” has the meaning set forth in Section 7(e)(i).
“Base
Conversion Price” has the meaning set forth in Section 7(b).
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”,
or any other similar orders or restrictions, or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Corporation or the Subsidiary which would entitle the holder thereof at any
time to acquire shares of Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.
“Conversion
Date” has the meaning set forth in Section 6(a).
“Conversion
Price” means, with respect to each share of Series C Preferred, an amount equal to $0.05, subject to adjustment pursuant to
Section 7.
“Conversion
Rate” has the meaning set forth in Section 6(a).
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series C Preferred in accordance
with the terms hereof.
“Dilutive
Issuance” has the meaning set forth in Section 7(b).
“Dilutive
Issuance Notice” has the meaning set forth in Section 7(b).
“Distribution”
has the meaning set forth in Section 7(d).
“DTC”
has the meaning set forth in Section 6(b)(i).
“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent
contractors of the Corporation pursuant to any stock or option plan duly adopted for such purpose, (b) shares of Common Stock, warrants
or options to advisors or independent contractors of the Corporation for compensatory purposes, (c) securities upon the exercise or exchange
of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the Original Issue Date, provided that such securities have not been amended since the Original
Issue Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities,
and (d) securities issued pursuant to acquisitions or any other strategic transactions approved by the Board of Directors, provided that
any such issuance shall not include a transaction in which the Corporation is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities.
“Fundamental
Transaction” has the meaning set forth in Section 7(e)(i).
“Liquidation”
has the meaning set forth in Section 5.
“Liquidation
Preference” has the meaning set forth in Section 5.
“Notice
of Conversion” has the meaning set forth in Section 6(a).
“Original
Issue Date” means the date of the first issuance of any shares of the Series C Preferred, regardless of the number of transfers
of any particular shares of Series C Preferred and regardless of the number of certificates which may be issued to evidence such Series
C Preferred.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Purchase
Rights” has the meaning set forth in Section 7(c).
“Securities”
means the Series C Preferred and the Underlying Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Series
C Holder” has the meaning set forth in Section 2.
“Series
C Preferred” has the meaning set forth in Section 2.
“Share
Delivery Date” has the meaning set forth in Section 6(b)(i).
“Stated
Value” shall mean $2.40 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations,
reclassifications, combinations, subdivisions or other similar events occurring after the Original Issue Date with respect to the Series
C Preferred.
“Stock
Dividend Payment” has the meaning set forth in Section 3.
“Subsidiary”
means any Person that is, directly or indirectly, controlled by the Corporation, whether now existing or that may be formed from time
to time after the date of the Certificate of Designation.
“Successor
Entity” has the meaning set forth in Section 7(e)(iv).
“Trading
Day” means a day on which the principal Trading Market is open for business.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“Transfer
Agent” means Equity Stock Transfer, the current transfer agent of the Corporation, with a mailing address of 237 West 37th
Street, Suite 602, New York, NY 10018, and a facsimile number of (347) 584-3644, and any successor transfer agent of the Corporation.
“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Series C Preferred.
Section
2. Designation, Amount and Par Value. The series of preferred stock designated herein is Series C Convertible Preferred
Stock (the “Series C Preferred”) and the number of shares so designated is six million five hundred thousand (6,500,000)
(which shall not be subject to increase without the written consent of all of the holders of the Series C Preferred (each, a “Series
C Holder” and collectively, the “Series C Holders”)). Each share of Series C Preferred has a par value of
$0.0001 per share.
Section
3. Dividends. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section
7, Series C Holders are entitled to receive, and the Corporation shall pay, dividends on shares of Series C Preferred equal (on an
as-if-converted-to-Common-Stock basis disregarding for such purpose any conversion limitations hereunder) to and in the same form as
dividends actually paid on shares of the Common Stock when, as, and if such dividends are paid on shares of the Common Stock; provided,
however, that if a dividend is to be paid in Common Stock (a “Stock Dividend Payment”), the Corporation shall give
each Series C Holder notice no less than five (5) Trading Days prior to the payment of the dividend that the payment would be a Stock
Dividend Payment, and if the Series C Holder notifies the Corporation that such Stock Dividend Payment would cause its ownership to be
in excess of the Beneficial Ownership Limitation, then the Series C Holder shall not be entitled to receive such Stock Dividend Payment
to the extent such payment would exceed the Beneficial Ownership Limitation (and shall not be entitled to beneficial ownership of such
shares of Common Stock as a result of such Stock Dividend Payment (and beneficial ownership) to the extent of any such excess) and the
portion of such Stock Dividend Payment that would exceed the Beneficial Ownership Limitation shall be held in abeyance for the benefit
of the Series C Holder until such time or times, if ever, as its right thereto would not result in the Series C Holder and its affiliates
exceeding the Beneficial Ownership Limitation, at which time or times the Series C Holder shall be issued such unpaid Stock Dividend
Payment to the same extent as if there had been no such limitation). No other dividends shall be paid on shares of Series C Preferred.
The Corporation shall not pay any dividends on the Common Stock unless the Corporation simultaneously complies with this provision.
Section
4. Voting Rights. Except as required by law or as specifically provided herein, the Series C Holders shall not be entitled
to vote, as a separate class or otherwise, on any matter presented to the stockholders of the Corporation for their action or consideration
at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting); provided, however, that
Series C Holders shall be entitled, on the same basis as holders of Common Stock, to receive notice of such action or meeting. However,
as long as any shares of Series C Preferred are outstanding, the Corporation shall not, without the affirmative vote of the Series C
Holders of a majority of the then-outstanding shares of the Series C Preferred (a) alter or change adversely the powers, preferences
or rights given to the Series C Preferred or alter or amend this Certificate of Designation, (b) amend its articles of incorporation
or other charter documents in any manner that adversely affects any rights of the Series C Holders, (c) increase the number of authorized
shares of Series C Preferred, or (d) enter into any agreement with respect to any of the foregoing. Notwithstanding anything herein to
the contrary, the voting rights of each Series C Holder shall be subject to the Beneficial Ownership Limitation contained in Section
6(c).
Section
5. Liquidation. The Series C Holders shall be entitled to receive out of the assets of the Corporation, whether capital
or surplus, the same amount that a holder of Common Stock would receive if the Series C Preferred were fully converted (disregarding
for such purposes any conversion limitations hereunder) to Common Stock, which such amounts following the Liquidation Preference shall
be paid pari passu with all holders of Common Stock. The Corporation shall mail written notice of any such Liquidation to each
Series C Holder not less than thirty (30) days prior to the payment date stated therein.
Section
6. Conversion.
(a) Conversions
at Option of Series C Holder. Subject to the Beneficial Ownership Limitation, each share of Series C Preferred shall be convertible,
at any time and from time to time from and after the Original Issue Date, at the option of the Series C Holder thereof, into fully paid
and nonassessable share of Common Stock at the Conversion Rate (as defined below). The number of Conversion Shares issuable upon conversion
of each share of Series C Preferred pursuant this Section 6 shall be determined by dividing the Stated Value by the Conversion Price
(the “Conversion Rate”). Series C Holders shall effect conversions by providing the Corporation with the form of conversion
notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number
of shares of Series C Preferred to be converted, the number of shares of Series C Preferred owned prior to the conversion at issue, the
number of shares of Series C Preferred owned subsequent to the conversion at issue and the date on which such conversion is to be effected,
which date may not be prior to the date the applicable Series C Holder delivers by e-mail such Notice of Conversion to the Corporation
(such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date
shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. No ink-original Notice of Conversion
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion form be
required. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical
error. To effect conversions of shares of Series C Preferred, a Series C Holder shall not be required to surrender the certificate(s)
representing the shares of Series C Preferred to the Corporation unless all of the shares of Series C Preferred represented thereby are
so converted, in which case such Series C Holder shall deliver the certificate representing such shares of Series C Preferred promptly
following the Conversion Date at issue. Shares of Series C Preferred converted into Common Stock shall be canceled and shall not be reissued.
(b) Mechanics
of Conversion.
(i) Delivery
of Conversion Shares Upon Conversion. Not later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period (as defined below) after each Conversion Date (the “Share Delivery Date”),
the Corporation shall deliver, or cause to be delivered, to the converting Series C Holder (A) the number of Conversion Shares being
acquired upon the conversion of the Series C Preferred, and (B) a bank check in the amount of accrued and unpaid dividends, if any. The
Corporation shall use its best efforts to deliver the Conversion Shares required to be delivered by the Corporation under this Section
6 electronically either (x) electronically through the Depository Trust Company or another established clearing corporation performing
similar functions (“DTC”), or (y), if the Corporation is not participating in DTC, the Corporation shall cause the
book entry issuance, or issue and deliver (via reputable overnight courier) to the address as specified in the Notice of Conversion,
a certificate, registered in the name of the Series C Holder or its designee, for the number of shares of Common Stock to which the Series
C Holder is entitled pursuant to such conversion. As used herein, “Standard Settlement Period” means the standard
settlement period, expressed in a number of Trading Days, on the Corporation’s primary Trading Market with respect to the Common
Stock as in effect on the date of delivery of the Notice of Conversion.
(ii) Failure
to Deliver Conversion Shares. If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed
by the applicable Series C Holder by the Share Delivery Date, the Series C Holder shall be entitled to elect by written notice to the
Corporation at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Corporation
shall promptly return to the Series C Holder any original Series C Preferred certificate delivered to the Corporation and the Series
C Holder shall promptly return to the Corporation the Conversion Shares issued to such Series C Holder pursuant to the rescinded Notice
of Conversion.
(iii) Obligation
Absolute. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Series C Preferred in
accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Series C Holder to enforce
the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Series
C Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Series C Holder
or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such
Series C Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall
not operate as a waiver by the Corporation of any such action that the Corporation may have against such Series C Holder. In the event
a Series C Holder shall elect to convert any or all of its Series C Preferred, the Corporation may not refuse conversion based on any
claim that such Series C Holder or anyone associated or Affiliated with such Series C Holder has been engaged in any violation of law,
agreement or for any other reason, unless an injunction from a court, on notice to Series C Holder, restraining and/or enjoining conversion
of all or part of the Series C Preferred of such Series C Holder shall have been sought and obtained, and the Corporation posts a surety
bond for the benefit of such Series C Holder in the amount of 150% of the closing sale price as of such time of determination of the
shares of Common Stock underlying such Series C Preferred (without regard to any limitation on conversion set forth herein) which is
subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute
and the proceeds of which shall be payable to such Series C Holder to the extent it obtains judgment. In the absence of such injunction,
the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails
to deliver to a Series C Holder such Conversion Shares pursuant to Section 6(b)(i) by the applicable Share Delivery Date applicable to
such conversion, the Corporation shall pay to such Series C Holder, in cash, as liquidated damages and not as a penalty, an amount equal
to 2% of the product of (A) the sum of the number of shares of Common Stock not issued to such Series C Holder on or prior to such Share
Delivery Date and to which such Series C Holder is entitled, and (B) any trading price of the Common Stock selected by such Series C
Holder in writing as in effect at any time during the period beginning on the date of the delivery by such Series C Holder to the Corporation
of the applicable Notice of Conversion and ending on such Share Delivery Date. Nothing herein shall limit a Series C Holder’s right
to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such
Series C Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Series C Holder from
seeking to enforce damages pursuant to any other Section hereof or under applicable law.
(iv) Compensation
for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion. In addition to any other rights available to the Series
C Holder, if the Corporation fails for any reason to deliver to a Series C Holder the applicable Conversion Shares by the Share Delivery
Date pursuant to Section 6(b)(i), and if after such Share Delivery Date such Series C Holder is required by its brokerage firm to purchase
(in an open market transaction or otherwise), or the Series C Holder’s brokerage firm otherwise purchases, shares of Common Stock
to deliver in satisfaction of a sale by such Series C Holder of the Conversion Shares which such Series C Holder was entitled to receive
upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash
to such Series C Holder (in addition to any other remedies available to or elected by such Series C Holder) the amount, if any, by which
(x) such Series C Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds
(y) the product of (1) the aggregate number of shares of Common Stock that such Series C Holder was entitled to receive from the conversion
at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including
any brokerage commissions) and (B) at the option of such Series C Holder, either reissue (if surrendered) the shares of Series C Preferred
equal to the number of shares of Series C Preferred submitted for conversion (in which case, such conversion shall be deemed rescinded)
or deliver to such Series C Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied
with its delivery requirements under Section 6(b)(i). For example, if a Series C Holder purchases shares of Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series C Preferred with respect to which
the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total
of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Series C Holder $1,000.
The Series C Holder shall provide the Corporation written notice indicating the amounts payable to such Series C Holder in respect of
the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Series C 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 Corporation’s failure to timely deliver the Conversion Shares upon conversion
of the shares of Series C Preferred as required pursuant to the terms hereof.
(v) Reservation
of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized
and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series C Preferred as herein provided, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Series C Holder (and the other holders
of the Series C Preferred), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account
the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Series C Preferred. The Corporation
covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid
and nonassessable.
(vi) Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series C Preferred.
In lieu of any fractional share of Common Stock otherwise issuable in respect of any conversion of the Series C Preferred, the Corporation
shall pay an amount in cash (computed to the nearest cent) equal to such fraction of a share of Common Stock multiplied by the average
of the closing bid prices of the Common Stock for the five (5) consecutive Trading Days immediately preceding the applicable conversion
of the Series C Preferred. If more than one share of the Series C Preferred is surrendered for conversion at one time by or for the same
holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number
of shares of the Series C Preferred so surrendered. Notwithstanding anything to the contrary contained herein, but consistent with the
provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Series C Holder from converting
fractional shares of Series C Preferred.
(vii) Transfer
Taxes and Expenses. The issuance of Conversion Shares on conversion of Series C Preferred shall be made without charge to any Series
C Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Series C Holder of such shares of Series
C Preferred, and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons
requesting the issuance thereof has paid to the Corporation the amount of such tax or has established to the satisfaction of the Corporation
that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion
and all fees to the DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery
of the Conversion Shares.
(c) Conversion
Limitation. The Corporation shall not affect any conversion of the Series C Preferred, and a Series C Holder shall not have the right
to convert shares of Series C Preferred, to the extent that after giving effect to the proposed conversion, the Series C Holder (together
with the Series C Holder’s affiliates and any persons acting as a group together with the Series C Holder or any of the Holder’s
affiliates) would beneficially own in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Series C Holder and its affiliates shall include the number of shares of Common Stock
issuable upon conversion of the Series C Preferred with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Series C Preferred owned by the Series
C Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of
the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by
the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(c), beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder.
To the extent that the limitation contained in this Section 6(c) applies, the determination of whether any share of Series C Preferred
is convertible shall be in the sole discretion of the Series C Holder, and the submission of a notice of conversion shall be deemed to
be the Series C Holder’s determination of whether the share of Series C Preferred may be converted, in each case subject to the
Beneficial Ownership Limitation. For purposes of this Section 6(c), in determining the number of outstanding shares of Common
Stock, the Series C Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following:
(i) the Corporation’s most recent periodic or annual report filed with the SEC, as the case may be, (ii) a more recent public announcement
by the Corporation, or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares
of Common Stock outstanding. Upon the written or oral request of a Series C Holder, the Corporation shall within one Trading Day confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of Series C Preferred held by the Series C Holder. The Series C Holder, upon not less than 61 days’
prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(c),
provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon conversion of the Series C Preferred held by the Series C Holder and
the Beneficial Ownership Limitation provisions of this Section 6(c) shall continue to apply. Any such increase or decrease will
not be effective until the 61st day after such notice is delivered to the Corporation. The Beneficial Ownership Limitation provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section
6(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership
Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The
limitations contained in this Section 6(c) shall apply to a successor Series C Holder.
Section
7. Certain Adjustments.
(a) Stock
Dividends and Stock Splits. If the Corporation, at any time while any Series C Preferred are outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment
of dividends on, the Series C Preferred), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines
(including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the
event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification.
(b) Subsequent
Equity Sales. If, at any time while any Series C Preferred are outstanding, the Corporation or any Subsidiary, as applicable, sells
or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale,
grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares
of Common Stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion
Price” and such issuances, collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common
Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion,
exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance,
be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance
shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price
shall be reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued. Notwithstanding the foregoing, no adjustment will be made under this Section 7(b) in respect of an Exempt Issuance. The Corporation
shall notify the Series C Holders in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock
Equivalents subject to this Section 7(b), indicating therein the applicable issuance price, or applicable reset price, exchange price,
conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification,
whether or not the Corporation provides a Dilutive Issuance Notice pursuant to this Section 7(b), upon the occurrence of any Dilutive
Issuance, the Series C Holders are entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after
the date of such Dilutive Issuance, regardless of whether the Series C Holder accurately refers to the Base Conversion Price in the Notice
of Conversion.
(c) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if, at any time, the Corporation grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Series C Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Series C Holder could have acquired
if the Series C Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Series C Holder’s
Series C Preferred (without regard to any limitations on conversion hereof) immediately before the date on which a record is taken for
the grant, issuance, or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue, or sale of such Purchase Rights.
(d) Pro
Rata Distributions. During such time as any Series C Preferred is outstanding, if the Corporation declares or makes any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any grant or distribution of cash, stock or other securities, including Common Stock Equivalents,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of the Series C Preferred, then, in each such case,
each Series C Holder will be entitled to participate in such Distribution to the same extent that the Series C Holder would have participated
therein if such Series C Holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series C Preferred
(without regard to any limitations on conversion hereof) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution.
(e) Fundamental
Transaction.
(i) If,
at any time while any Series C Preferred is outstanding, (A) the Corporation, directly or indirectly, in one or more related transactions,
effects any merger or consolidation of the Corporation with or into another Person, (B) the Corporation, directly or indirectly, effects
any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a
series of related transactions, (C) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation
or another Person) that has been accepted by the holders of 50% or more of the outstanding Common Stock is completed pursuant to which
holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property, (D) the Corporation,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, or (E) the Corporation, directly or indirectly, in one or more related transactions, consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group of Persons acquires more than 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or Affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each
a “Fundamental Transaction”), then, upon any subsequent conversion of the Series C Preferred, the Series C Holder
has the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence
of such Fundamental Transaction, the number of shares of Common Stock of the successor or acquiring corporation, or of the Corporation
if it is the surviving corporation, and any additional consideration receivable as a result of such Fundamental Transaction (the “Alternate
Consideration”) by a holder of the number of shares of Common Stock for which Series C Preferred is convertible immediately
prior to such Fundamental Transaction.
(ii) If
holders of Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then
the Series C Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of Series C Preferred
following such Fundamental Transaction.
(iii) To
the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental
Transaction shall file a new Certificate of Designation with the same terms and conditions, and issue to the Series C Holders new preferred
stock consistent with the foregoing provisions and evidencing the Series C Holders’ right to convert such preferred stock into
Alternate Consideration.
(iv) The
Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation pursuant to written
agreements in form and substance reasonably satisfactory to the Series C Holders and approved by the Series C Holders (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of any Series C Holder of Series C Preferred, deliver to any Series
C Holder, in exchange for Series C Preferred, a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to the Series C Preferred which is convertible for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of Series C Preferred
(without regard to any limitations on the conversion of the Series C Preferred) prior to such Fundamental Transaction, and which is reasonably
satisfactory in form and substance to such Series C Holder.
(v) Upon
the occurrence of any such Fundamental Transaction, the Successor Entity (A) shall succeed to, and be substituted for the Corporation
(so that from and after the date of such Fundamental Transaction the provisions of this Certificate of Designation referring to the “Corporation”
shall refer instead to the Successor Entity), (B) may exercise every right and power of the Corporation, and (C) shall assume all of
the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had been named
as the Corporation herein.
(f) Calculations.
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case
may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given
date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.
(g) Notice
to the Series C Holders.
(i) Notice
of Certain Adjustments. Whenever an adjustment is made pursuant to any provision of this Section 7, the Corporation shall
promptly deliver to each Series C Holder, by email, a notice setting forth a brief statement of such adjustment and the facts requiring
such adjustment.
(ii) Notice
to Allow Conversion by Series C Holder. If (A) the Corporation declares a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Corporation declares a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation
authorizes the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Corporation is required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all
of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash
or property, or (E) the Corporation authorizes the voluntary or involuntary dissolution, liquidation, or winding-up of the affairs of
the Corporation, then, in each case, the Corporation shall, at least twenty (20) calendar days prior to the applicable record or effective
date hereinafter specified, (I) cause to be filed at each office or agency maintained for the purpose of conversion of the Series C Preferred,
and (II) cause to be delivered by email to each Series C Holder at its last email address as it appears on the stock books of the Corporation,
a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and (z) the date as of which it is expected that holders of
the Common Stock of record are entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, or share exchange, provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such
notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation
or any Subsidiary, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
(iii) The
Series C Holder shall remain entitled to convert the Series C Preferred during the 20-day period commencing on the date of such notice
through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
8. Miscellaneous.
(a) Notices.
Any and all notices or other communications or deliveries to be provided by the Series C Holders hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight
courier service, addressed to the Corporation, at 300 E. Long Lake Road, Suite 100A, Bloomfield Hills, Michigan 48304, email at gmiller@titancares.com
or at such other physical address or e-mail address as the Corporation may specify for such purposes by notice to the Series C Holders
delivered in accordance with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation
hereunder shall be in writing and delivered personally, by e-mail attachment, or sent by a nationally recognized overnight courier service
addressed to each Series C Holder at the e-mail address, or address of such Series C Holder appearing on the books of the Corporation.
Any notice or other communication or deliveries hereunder are deemed given and effective on the earliest of (i) the time of transmission,
if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 8 prior to 5:30 p.m. (New
York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via
e-mail attachment at the e-mail address set forth in this Section 8 on a day that is not a Trading Day or later than 5:30 p.m.
(New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.
(b) Absolute
Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation
of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends, and accrued interest, as applicable,
on the shares of Series C Preferred at the time, place, and rate, and in the coin or currency, herein prescribed.
(c) Lost
or Mutilated Series C Preferred Certificate. If a Series C Holder’s Series C Preferred certificate is mutilated, lost, stolen,
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for, and upon cancellation of, a mutilated certificate,
or in lieu of, or in substitution for, a lost, stolen or destroyed certificate, a new certificate for the shares of Series C Preferred
so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft, or destruction of such certificate, and
of the ownership hereof reasonably satisfactory to the Corporation (which shall not include the posting of any bond).
(d) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall
be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles
of conflict of laws thereof. The Corporation and each Series C Holder hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the
transactions contemplated hereby. If the Corporation or any Series C Holder commences an action or proceeding to enforce any provisions
of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for
its attorneys’ fees and other costs and expenses incurred in the investigation, preparation, and prosecution of such action or
proceeding.
(e) Waiver.
Any waiver by the Corporation or a Series C Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Series C Holder. The failure of the Corporation or a Series C Holder to insist upon strict adherence
to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any
other Series C Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of
Designation on any other occasion. Any waiver by the Corporation or a Series C Holder must be in writing.
(f) Severability.
If any provision of this Certificate of Designation is determined to be invalid, illegal, or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, this Certificate of Designation
shall nevertheless remain applicable to all other Persons and circumstances.
(g) Next
Business Day. Whenever any payment or other obligation hereunder is due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day.
(h) Headings.
The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation, and shall not be
deemed to limit or affect any of the provisions hereof.
(i) Status
of Converted or Redeemed Preferred Stock. If any shares of Series C Preferred shall be converted, redeemed or reacquired by the Corporation,
such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series
C Convertible Preferred Stock.
The
undersigned declares, under penalty of perjury under the laws of the State of Nevada, that the matters set forth in this Certificate
of Designation are true and correct to the knowledge of the undersigned. The undersigned hereby signs this Certificate of Designation
on March 6, 2025.
|
/s/ Glen Miller |
|
Glen Miller, President |
|
|
|
/s/ Michael Jansen |
|
Michael Jansen, Secretary |
NOTICE
OF CONVERSION
(To
be Executed by the Registered Series C Holder in order to Convert Shares of Series C Preferred)
The
undersigned hereby elects to convert the number of shares of Series C Convertible Preferred indicated below into shares of common stock,
par value $0.0001 per share (the “Common Stock”), of Titan Environmental Solutions Inc. a Nevada corporation (the
“Corporation”), according to the conditions hereof, as of the date written below. If shares of Common Stock are to
be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto
and is delivering herewith such certificates and opinions as may be required by the Corporation. No fee will be charged to the Series
C Holder for any conversion, except for any such transfer taxes.
Conversion
calculations:
Date
to Effect Conversion: __________________________________________________________________
Number
of shares of Series C Convertible Preferred owned prior to Conversion: __________________________
Number
of shares of Series C Convertible Preferred to be Converted: __________________________________
Number
of shares of Common Stock to be Issued: _________________________________________________
Number
of shares of Series C Convertible Preferred subsequent to Conversion: ___________________________
|
SERIES C HOLDER |
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|
|
By: |
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Name: |
|
|
Title: |
|
Exhibit
10.1

SUBSCRIPTION
AGREEMENT
in
connection with
Titan
Environmental Solutions, Inc.
875,000
Shares
Series
C Convertible Preferred Stock
February
21, 2025
INSTRUCTIONS
TO SUBSCRIPTION AGREEMENT
NAME
OF SUBSCRIBER: ____________________________________________________________
SECURITIES
OFFERED: Up to 875,000 shares of Series C Convertible Preferred Stock, par value $0.0001 per share, of Titan Environmental Solutions,
Inc., a Nevada corporation (the “Company”).
|
To: |
Titan Environmental Solutions, Inc. |
|
|
300 E. Long Lake Road, Suite 100A |
|
|
Bloomfield Hills, Michigan 48304 |
|
|
Attention: |
Glen Miller |
|
|
|
Chief Executive Officer |
IMPORTANT
INSTRUCTIONS FOR COMPLETION:
1. | COMPLETE
YOUR NAME ABOVE; and |
| |
2. | PROVIDE
THE NUMBER OF SHARES TO BE PURCHASED AND ALL INFORMATION REQUESTED ON PAGES 11 AND
12, AND COMPLETE THE INVESTOR QUESTIONNAIRE ATTACHED AS ANNEX A; and |
| |
3. | SIGN
THE AGREEMENT IN THE APPROPRIATE PLACE ON PAGE 11 AND IN THE APPROPRIATE PLACES ON PAGE A-4
OF ANNEX A; and |
| |
4. | WIRE
TRANSFER PAYMENT PURSUANT TO PARAGRAPH 7 BELOW; and |
| |
5. | EMAIL
A COPY OF YOUR PHOTO IDENTIFICATION (FOR EXAMPLE, IN THE CASE OF AN INDIVIDUAL, AN UNEXPIRED
GOVERNMENT ISSUED IDENTIFICATION EVIDENCING NATIONALITY OR RESIDENCE AND BEARING A PHOTOGRAPH
OR SIMILAR SAFEGUARD OR, IN THE CASE OF A CORPORATION OR OTHER ENTITY, CORPORATE OR OTHER
ORGANIZATIONAL DOCUMENTS AND EVIDENCE THAT THE PERSON SIGNING HAS FULL AUTHORITY TO EXECUTE
AND DELIVER THIS AGREEMENT ON BEHALF OF THE ENTITY) TO GMILLER@TITANCARES.COM; and |
| |
6. | PLEASE
EXECUTE THIS SUBSCRIPTION AGREEMENT VIA DOCUSIGN OR DELIVER THE ORIGINAL SUBSCRIPTION AGREEMENT
TO THE FOLLOWING ADDRESS: |
|
|
Titan Environmental Solutions, Inc. |
|
|
300 E. Long Lake Road, Suite 100A |
|
|
Bloomfield Hills, Michigan 48304 |
|
|
Attention: |
Glen Miller |
|
|
|
Chief Executive Officer |
|
|
E-Mail: gmiller@titancares.com |
7. | WIRE
TRANSFER PAYMENT TO THE COMPANY AS FOLLOWS: |
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Bank Name: |
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Wells Fargo Bank |
|
|
|
|
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Bank Address: |
|
296 116th Avenue NE, Ste
A2 |
|
|
|
Bellevue, WA, 98004 |
|
|
|
Phone: (425) 462-5517 |
|
|
|
|
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Domestic Wire Routing/ABA: |
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121000248 |
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Bank Transit ABA Routing
Number: |
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125008547 (for ACH) |
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International Wire Swift/BICt:
|
|
WFBIUS6S |
|
|
|
|
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Beneficiary Account Name: |
|
Titan Environmental Solutions,
Inc. |
|
|
|
|
|
Beneficiary Account Number: |
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7271752771 (Checking) |
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Beneficiary Address: |
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300 E. Long Lake Road, Suite
100A |
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Bloomfield Hills, Michigan 48304 |
SUBSCRIPTION
AGREEMENT
This
Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with
the offering (the “Offering”) by Titan Environmental Solutions, Inc., a Nevada corporation (the “Company”), of
up to 875,000 shares (the “Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series
B Preferred Stock”), of the Company at a purchase price of $2.00 per share. The terms of the Series C Preferred Stock are set forth
in the Certificate of Designation of the Preferences of the Series C Convertible Preferred Stock set forth in Addendum A attached
hereto (the “Certificate of Designation”).
SECTION
1
1.1 | Subscription.
The Subscriber, intending to be legally bound, hereby irrevocably subscribes for and agrees
to purchase the number of Shares indicated on Page 11 hereof, on the terms and conditions
described herein. |
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1.2 | Purchase.
The Subscriber understands and acknowledges that the purchase price to be remitted to the
Company for the purchase of the Shares shall be $2.00 per Share with a minimum subscription
amount of $250,000. |
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1.3 | Payment
for Purchase. PAYMENT FOR THE SHARES SHALL BE BY WIRE TRANSFER pursuant to the instructions
below. Please execute this Agreement using DocuSign or an original executed copy of this
Agreement should be mailed to the Company at 300 E. Long Lake Road, Suite 100A, Bloomfield
Hills, Michigan 48304 Attention: Glen Miller, or e-mailed to the Company at gmiller@titancares.com. |
Wire
transfer payment shall be made as follows:
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Bank Name: |
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Wells Fargo Bank |
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Bank Address: |
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296 116th Avenue NE, Ste
A2 |
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Bellevue, WA, 98004 |
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Phone: (425) 462-5517 |
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Domestic Wire Routing/ABA: |
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121000248 |
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Bank Transit ABA Routing
Number: |
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125008547 (for ACH) |
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International Wire Swift/BICt:
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WFBIUS6S |
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Beneficiary Account Name: |
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Titan Environmental Solutions,
Inc. |
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Beneficiary Account Number: |
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7271752771 (Checking) |
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Beneficiary Address: |
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300 E. Long Lake Road, Suite
100A |
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Bloomfield Hills, Michigan 48304 |
SECTION
2
2. |
Acceptance or Rejection. |
| (a) | The
Subscriber understands and agrees that the Company reserves the right to reject this subscription
for Shares in whole or in part in any order, if, in its reasonable judgment, it deems such
action in the best interest of the Company, notwithstanding prior receipt by the Subscriber
of notice of acceptance of the Subscriber’s subscription. |
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| (b) | In
the event of rejection of this subscription, or in the event the sale of the Shares is not
consummated by the Company for any reason (in which event this Agreement shall be deemed
to be rejected), this Agreement and any other agreement entered into between the Subscriber
and the Company relating to this subscription shall thereafter have no force or effect and
the Company shall promptly return or cause to be returned to the Subscriber the purchase
price remitted to the Company by the Subscriber in exchange for the Shares. |
SECTION
3
3. | Subscriber
Representations and Warranties. The Subscriber hereby acknowledges, represents and warrants
to, and agrees with, the Company and its affiliates as follows as of the effective date of
this Agreement: |
| (a) | The
Subscriber is acquiring the Shares for the Subscriber’s own account as principal, not
as a nominee or agent, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof in whole or in part. Further, the Subscriber does
not 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
Shares. |
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| (b) | The
Subscriber acknowledges the Subscriber’s understanding that the offering and sale of
the Shares is intended to be exempt from registration under the Securities Act by virtue
of Section 3(b) of the Securities Act of 1933, as amended (the “Securities Act”),
and the provisions of Regulation D promulgated thereunder (“Regulation D”).
In furtherance thereof, the Subscriber represents and warrants to and agrees with the Company
and its affiliates as follows: |
| (i) | The
Subscriber realizes that the basis for the Regulation D exemption may not be present, if,
notwithstanding such representations, the Subscriber has in mind merely acquiring any of
the Shares for a fixed or determinable period in the future, or for a market rise, or for
sale if the market does not rise. The Subscriber does not have any such intentions; |
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| (ii) | The
Subscriber has the financial ability to bear the economic risk of the Subscriber’s
investment, has adequate means for providing for the Subscriber’s current needs and
personal contingencies and has no need for liquidity with respect to the Subscriber’s
investment in the Company; and |
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| (iii) | The
Subscriber has such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of the prospective investment. If other than an individual,
the Subscriber also represents it has not been organized for the purpose of acquiring the
Shares. |
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(c) |
The Subscriber represents
and warrants to the Company as follows: |
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(i) |
The Subscriber is 21 years of age or over;
if a corporation, trust, company, partnership, unincorporated association or other entity, such Subscriber is authorized, empowered,
and qualified to execute and deliver this Agreement and other transaction documents to which such Subscriber is a party and to purchase
and hold the Shares pursuant hereto; and |
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(ii) |
The Subscriber understands that the net proceeds
to the Company from the sale of the Shares will be used to pay certain outstanding payables of the Company and for working capital
purposes; and |
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(iii) |
The Subscriber has been given the opportunity
for a reasonable time prior to the date hereof to (a) review the risk factors relating to the Company and its business set forth in
the Company’s registration statement on Form S-1 (Registration No. 333-275136) (the “Registration Statement”),
(b) review the Certificate of Designation of Series C Convertible Preferred Stock set forth in Addendum A hereto and (c) to
ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the Offering,
and other matters pertaining to this investment, and has been given the opportunity for a reasonable time prior to the date hereof
to obtain such additional information in connection with the Company in order for the Subscriber to evaluate the merits and risks of
purchase of the Shares to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;
and |
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| (iv) | The
Subscriber is not relying upon any oral representation or oral information in connection
with the offering of the Shares; and |
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| (v) | The
Subscriber has determined that the Shares are a suitable investment for the Subscriber and
that at this time the Subscriber can bear a complete loss of the Subscriber’s investment;
and |
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| (vi) | The
Subscriber is not relying on the Company or its affiliates with respect to economic considerations
involved in this investment; and |
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| (vii) | The
Subscriber realizes that it may not be able to resell readily any of the Shares purchased
hereunder, or the shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”), issuable upon conversion of such Shares, because (A) there
may only be a limited market, if any exists, for any of the Shares or such shares of Common
Stock and (B) none of the Shares or the shares of Common Stock issuable upon conversion of
the Shares has been registered under the “blue sky” laws; and |
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| (viii) | The
Subscriber understands that the Company has the absolute right to refuse to consent to the
transfer or assignment of the Shares or the shares of Common Stock issuable upon conversion
of the Shares if such transfer or assignment does not comply with applicable state and federal
securities laws; and |
| (ix) | No
representations or warranties have been made to the Subscriber by the Company, or any officer,
employee, agent, affiliate or subsidiary of the Company, other than the representations of
the Company in this Agreement; and |
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| (x) | Any
information which the Subscriber has heretofore furnished to the Company with respect to
the Subscriber’s financial position and business experience is correct and complete
as of the date of this Agreement; and |
The
foregoing representations, warranties and agreements shall survive the sale of the Shares and acceptance by the Company of the Subscriber’s
subscription for a period not to exceed one year.
| (d) | The
Subscriber hereby represents that none of the “Bad Actor” disqualifying events
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”) is applicable to the Subscriber or any of its Rule 506(d) Related Parties
(as defined below), except, if applicable, for a Disqualification Event as to which Rule
506(d)(2)(ii) or (iii) or (d)(3) is applicable. The Subscriber hereby agrees that it shall
notify the Company promptly in writing in the event a Disqualification Event becomes applicable
to the Subscriber or any of its Rule 506(d) Related Parties, except, if applicable, for a
Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. For
purposes of this paragraph (d), “Rule 506(d) Related Party” shall mean a person
or entity that is a beneficial owner of the Subscriber’s securities for purposes of
Rule 506(d) of the Act. |
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| (e) | Confidential
Treatment. |
| (i) | The
Subscriber acknowledges that it may receive Confidential Information (as defined below) of
significant value to the Company in connection with the purchase and ownership of the Shares.
The Subscriber shall at all times keep documents or other materials containing Confidential
Information in a secure place, shall not use the Confidential Information for any purpose
other than the evaluation of its investment in the Company, except as otherwise agreed to
in a writing signed by the Company, and shall not disclose any of the Confidential Information
in any manner whatsoever, in whole or in part, to any person for any reason or purpose whatsoever
except (A) if such Subscriber is required by a court of competent jurisdiction to so disclose
after notice has been given to the Company and the Company has had an opportunity to oppose
such disclosure or seek a protective order to the extent practicable, or (B) to employees,
attorneys and representatives of such Subscriber, if any, who need to know such information
in connection with such Subscriber’s investment in the Company (“Necessary
Agents”), provided that the Subscriber shall have informed each such Necessary
Agent of the confidential nature of such information and obtained their agreement (the “Necessary
Agent Confidentiality Agreement”) to hold all Confidential Information in strict
confidence and not to use it for any purpose other than as permitted hereunder and shall
ensure the performance by each Necessary Agent of such Necessary Agent Confidentiality Agreement. |
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| (ii) | “Confidential
Information” means any and all information provided to the Subscriber by or on behalf
of the Company in connection with the purchase and ownership of the Shares or otherwise,
except for information that the Subscriber can establish (A) is generally known to the public
other than as a result of the breach by the Subscriber or any Affiliate of the Subscriber
of an obligation of confidentiality to the Company, (B) was known by the Subscriber (as evidenced
by written records) prior to its receipt by the Subscriber from the Company or (C) was disclosed
to the Subscriber by a third party under no obligation of confidence. |
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(f) |
Anti-Terrorism and Money
Laundering Activities. |
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Subscriber acknowledges that the Company is required by U.S. Federal law to obtain, verify
and record information that identifies each person or entity who subscribes to purchase the
Shares. The Subscriber acknowledges and agrees that it will furnish to the Company upon request
a copy of the Subscriber’s identifying documents that will assist the Company to properly
identify the Subscriber as required by U.S. Federal law. Such documents may include, without
limitation, in the case of an individual, the Subscriber’s driver’s license,
passport or other appropriate identifying documents or, in the case of a corporation, partnership
or other entity, evidence of the authority of the person executing this Agreement on behalf
of such entity that such person has full authority to execute and deliver this Agreement
on behalf of such entity and otherwise to act on behalf of such entity in connection with
such entity’s subscription for the Shares. |
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| (ii) | The
Subscriber is not an individual, corporation, partnership, joint venture, association, joint
stock company, trust, trustee, estate, company, unincorporated organization, real estate
investment trust, government or any agency or political subdivision thereof, or any other
form of entity (collectively, a “Person”) with whom a United States citizen,
entity organized under the laws of the United States or its territories or entity having
its principal place of business within the United States or any of its territories (collectively,
a “U.S. Person”), is prohibited from transacting business of the type contemplated
by this Agreement, whether such prohibition arises under United States law, regulation, executive
orders and lists published by the Office of Foreign Assets Control, Department of the Treasury
(“OFAC”) (including those executive orders and lists published by OFAC with respect
to Persons that have been designated by executive order or by the sanction regulations of
OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions
to types approved by OFAC, such Persons, “Specially Designated Nationals and Blocked
Persons”) or otherwise. Neither the Subscriber nor any Person who owns an interest
in the Subscriber is a Person with whom a U.S. Person, including a United States financial
institution as defined in 31 U.S.C. 5312, as periodically amended, is prohibited from transacting
business of the type contemplated by this Agreement, whether such prohibition arises under
United States law, regulation, executive orders and lists published by OFAC (including those
executive orders and lists published by OFAC with respect to Specially Designated Nationals
and Blocked Persons) or otherwise. |
SECTION
4
The
Company represents and warrants to the Subscriber as follows:
4.1 | Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada and has all requisite
power and authority to carry on its business as now conducted and as proposed to be conducted.
The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on the business or
properties of the Company and its subsidiaries taken as a whole. To its knowledge, the Company
is not the subject of any pending or threatened investigation or administrative or legal
proceeding by the Internal Revenue Service, the taxing authorities of any state or local
jurisdiction, the Securities and Exchange Commission or the securities agency or commission
of any state or local jurisdiction that has not been disclosed. |
4.2 | Authorization.
All corporate action on the part of the Company and its officers, directors and shareholders
necessary for the authorization, execution and delivery of this Agreement, the performance
of all obligations of the Company hereunder and the authorization, issuance (or reservation
for issuance) and delivery of the Shares being sold hereunder, and the shares of Common Stock
issuable upon conversion of such Shares, have been taken, and this Agreement constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its
terms. |
4.3 | Valid
Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the
terms hereof for the consideration expressed herein, and the shares of Common Stock issuable
upon conversion of such Shares, when issued, sold and delivered in accordance with the terms
of the Shares upon the valid conversion of the Shares in accordance with the terms thereof,
will be validly issued, and, based in part upon the representations of the Subscriber in
this Agreement, will be issued in compliance with all applicable U.S. federal and state securities
laws. |
4.4 | Selling
Efforts in Regard to this Transaction. The Offering is not part of a plan or scheme to
evade the registration provisions of the Securities Act. Neither the Company nor any person
or entity acting on behalf of the Company has offered or sold any of the Shares to be issued
pursuant to this Agreement by any form of general solicitation or general advertising. The
Company has offered the Shares for sale only to each Subscriber in this Offering and certain
other “accredited investors” within the meaning of Rule 501 under the Securities
Act. |
4.5 | No
Conflicts. The execution and delivery of this Agreement and the consummation of the issuance
of the Shares and the transactions contemplated by this Agreement do not and will not conflict
with or result in a breach by the Company of any of the terms or provisions of, or constitute
a default under, the Company’s certificate of incorporation and bylaws, or any indenture,
mortgage, deed of trust or other material agreement or instrument to which the Company is
a party or by which it or any of its properties or assets are bound, or any existing applicable
decree, judgment or order of any court, Federal or State regulatory body, administrative
agency or other governmental body having jurisdiction over the Company or any of its properties
or assets. |
4.6 | Compliance
with Laws. As of the date hereof, the conduct of the business of the Company complies
in all material respects with all material statutes, laws, regulations, ordinances, rules,
judgments, orders or decrees applicable thereto. The Company has not received notice of any
alleged violation of any statute, law, regulations, ordinance, rule, judgment, order or decree
from any governmental authority. The Company shall comply with all applicable securities
laws, including without limitation those under Regulation D, with respect to the sale of
the Shares. |
4.7 | Litigation.
Except as disclosed in the Registration Statement, there is no action, suit or proceeding
before or by any court or governmental agency or body, domestic or foreign, now pending or,
to the knowledge of the Company, threatened, against or affecting the Company, or any of
its properties, which could reasonably be expected to result in any material adverse change
in the business, financial condition or results of operations of the Company, or which could
reasonably be expected to materially and adversely affect the properties or assets of the
Company. |
SECTION
5
5.1 | Make
Whole Issuance of Additional Shares. It is the intention of the Company and the Subscriber
that the purchase price for the Shares subscribed for hereunder be an amount equal to the
lesser of (i) $2.00 per share and (ii) the quotient of (a) the product of (x) the price per
share at which the Common Stock is sold by the Company in its public offering of shares of
Common Stock on the terms set forth in the Registration Statement (the “Public Offering”),
multiplied by (y) 40, divided by (b) 100, assuming a reverse stock split at a ratio of 1:100
to take place at or prior to the closing of the Public Offering, with corresponding adjustment
to be made if the actual ratio implemented by the Company is different (such quotient, the
“Alternate Price”). If the Alternate Price is less than $2.00, then the Company
shall issue to the Subscriber within five (5) business days of the date of the closing of
the Public Offering a number of additional Shares equal to the difference between (A) the
number of Shares that could have been purchased in this offering with the Subscriber’s
subscription amount, as set forth on the signature page hereof, at a purchase price per Share
equal to the Alternate Price, less (B) the number of Shares to be issued to the Subscriber
hereunder. |
5.2 | Additional
Securities Issuances. So long as any of the Shares subscribed for hereunder remain outstanding,
without the prior written consent of the Subscriber,
the Company shall not issue any indebtedness for money borrowed or Common Stock Equivalents
(as defined in the Certificate of Designation) that
has a variable conversion rate or enter into any transaction for merchant cash advances. |
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Participation in Future
Financing. |
| (a) | From
the date hereof until the date that is the later of (i) the date on which no Shares subscribed
for hereunder are outstanding and (ii) the 18-month anniversary of the Original Issue Date
(as defined in the Certificate of Designation), upon any issuance by the Company or any of
its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, indebtedness
or a combination of units thereof (a “Subsequent Financing”), the Subscriber
shall have the right to participate in such Subsequent Financing in an amount up to an amount
equal to the Subscriber’s Subscription Amount, or if the amount of the Subsequent Financing
is less than the aggregate subscription amounts of all of the subscribers for Shares, the
Subscriber’s Pro Rata Portion (as defined below) (such amount, the “Participation
Maximum”), on the same terms, conditions and price provided for in the Subsequent Financing. |
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| (b) | At
least three (3) Trading Days (as defined in the Certificate of Designation) prior to the
closing of the Subsequent Financing, the Company shall deliver to the Subscriber a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which
Pre-Notice shall ask the Subscriber if it wants to review the details of such financing (such
additional notice, a “Subsequent Financing Notice”). Upon the request of the
Subscriber, and only upon a request by the Subscriber, for a Subsequent Financing Notice,
the Company shall promptly, but no later than one (1) Trading Day after such request, deliver
a Subsequent Financing Notice to the Subscriber. The Subsequent Financing Notice shall describe
in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds
intended to be raised thereunder and the Person or Persons through or with whom such Subsequent
Financing is proposed to be effected and shall include a term sheet or similar document relating
thereto as an attachment. |
| (c) | If
the Subscriber desires to participate in such Subsequent Financing, the Subscriber must provide
written notice to the Company by not later than 5:30 p.m. (New York City time) on the second
(2nd) Trading Day after the Subscriber has received the Pre-Notice that the Subscriber
is willing to participate in the Subsequent Financing, the amount of the Subscriber’s
participation, and representing and warranting that the Subscriber has such funds ready,
willing and available for investment on the terms set forth in the Subsequent Financing Notice.
If the Company receives no such notice from the Subscriber as of such second (2nd)
Trading Day, the Subscriber shall be deemed to have notified the Company that it does not
elect to participate. |
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| (d) | If
by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of
the eligible purchasers of Shares have received the Pre-Notice, notifications by the Subscriber
and such other eligible purchasers of Shares of their willingness to participate in the Subsequent
Financing (or to cause their designees to participate) is, in the aggregate, less than the
total amount of the Subsequent Financing, then the Company may consummate the remaining portion
of such Subsequent Financing on the terms set forth in the Subsequent Financing Notice. |
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| (e) | If
by 5:30 p.m. (New York City time) on the second (2nd) Trading Day after all of
the eligible purchasers of Shares have received the Pre-Notice, the Company receives responses
to a Subsequent Financing Notice from such eligible purchasers seeking to purchase more than
the aggregate amount of the Participation Maximum, each such Purchaser shall have the right
to purchase its Pro Rata Portion (as defined below) of the Participation Maximum. “Pro
Rata Portion” means the ratio of (x) the subscription amount of Shares purchased by
a purchaser of Shares participating under this Section 5.3 and (y) the sum of the aggregate
subscription amounts of Shares purchased by all eligible purchasers of Shares participating
under this Section 5.3. |
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| (f) | The
Company must provide the Subscriber with a second Subsequent Financing Notice, and the Subscriber
will again have the right of participation set forth above in this Section 5.3, if the Subsequent
Financing subject to the initial Subsequent Financing Notice is not consummated for any reason
on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading Days
after the date of the initial Subsequent Financing Notice. |
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| (g) | The
Company and the Subscriber agree that if the Subscriber elects to participate in the Subsequent
Financing, the transaction documents related to the Subsequent Financing shall not include
any term or provision whereby the Subscriber shall be required to agree to any restrictions
on trading as to any of the Shares purchased hereunder, or any shares of Common Stock underlying
such Shares, or be required to consent to any amendment to or termination of, or grant any
waiver, release or the like under or in connection with, this Agreement, without the prior
written consent of the Subscriber. |
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| (h) | Notwithstanding
anything to the contrary in this Section 5.3 and unless otherwise agreed to by the Subscriber,
the Company shall either confirm in writing to the Subscriber that the transaction with respect
to the Subsequent Financing has been abandoned or shall publicly disclose its intention to
issue the securities in the Subsequent Financing, in either case in such a manner such that
the Subscriber will not be in possession of any material, non-public information, by the
tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such
tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the
Subsequent Financing has been made, and no notice regarding the abandonment of such transaction
has been received by the Subscriber, such transaction shall be deemed to have been abandoned
and the Subscriber shall not be deemed to be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries. |
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| (i) | Notwithstanding
the foregoing, this Section 5.3 shall not apply in respect of an Exempt Issuance (as defined
in the Certificate of Designation) or the offering of Common Stock contemplated by the Registration
Statement. |
5.4 | Exchange
Right. Notwithstanding anything herein to the contrary, if the Company or any of its
Subsidiaries consummates any Subsequent Placement (other than with respect to an Exempt Issuance),
and the Subscriber elects in writing to the Company to participate in such Subsequent Placement,
the Subscriber may, at the option of the Subscriber as elected in writing to the Company,
exchange all, or any part, of the Shares subscribed for hereunder into the securities in
such Subsequent Placement (with the aggregate amount of such securities to be issued in such
exchange equal to such aggregate Stated Amount (as defined in the Certificate of Designation)
of the Shares to be exchanged; provided, however, that if any such exchange of Shares of
the Subscriber or of any other subscriber for Shares would cause the Company to be in violation
of any of the rules or regulations of any stock exchange on which the Common Stock is then
listed, the Company shall not be required to effect any such exchange of Shares for the securities
in such Subsequent Placement. For purposes of this Section 5.4, the term “Subsequent
Placement” means any direct, or indirect, issuance, offer, sale, grant of any option
or right to purchase, or other disposition of (or announcement of any issuance, offer, sale,
grant of any option or right to purchase or other disposition of) any equity security or
any equity-linked or related security (including, without limitation, any “equity security”
(as that term is defined under Rule 405 promulgated under the 1933 Act), any convertible
securities, any debt, any preferred stock or any purchase rights) by the Company or any of
its Subsidiaries. |
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5.5 | Indemnity.
(a) The Subscriber agrees to indemnify and hold harmless the Company, its officers and directors,
employees and its affiliates and each other person, if any, who controls any thereof, against
any loss, liability, claim, damage and expense whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representation or warranty or breach or failure by the Subscriber to
comply with any covenant or agreement made by the Subscriber herein or in any other document
furnished by the Subscriber to any of the foregoing in connection with this transaction. |
| (b) | The
Company agrees to indemnify and hold harmless the Subscriber, its officers and directors,
employees and its affiliates and each other person, if any, who controls any thereof, against
any loss, liability, claim, damage and expense whatsoever (including, but not limited to,
any and all expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising out of or
based upon any false representation or warranty or breach or failure by the Company to comply
with any covenant or agreement made by the Company herein or in any other document furnished
by the Company to any of the foregoing in connection with this transaction. |
5.6 | Modification.
Neither this Agreement nor any provisions hereof shall be waived, amended, modified, discharged
or terminated except by an instrument in writing signed by the party against whom any waiver,
amendment, modification, discharge or termination is sought. |
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5.7 | Notices.
Any notices, consents or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been delivered and
received: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email
(provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party); or (iii) one business day after deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive
the same. The addresses for such communications shall be as set forth on the signature page
hereto. |
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5.8 | Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall
be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file, including any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com,
www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon
the signatory thereto with the same force and effect as if the signature were an original
signature. |
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5.9 | Binding
Effect. Except as otherwise provided herein, this Agreement shall be binding upon and
inure to the benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and assigns. If the Subscriber is more than one person, the obligation
of the Subscriber shall be joint and several and the agreements, representations, warranties
and acknowledgments herein contained shall be deemed to be made by and be binding upon each
such person and his heirs, executors, administrators and successors. |
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5.10 | Entire
Agreement. The Exhibit and Addendums attached hereto are hereby incorporated herein by
reference. This Agreement together with the Annex, Exhibit, and Addendums contains the entire
agreement of the parties and there are no representations, covenants or other agreements
except as stated or referred to herein. |
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5.11 | Assignability.
This Agreement is not transferable or assignable by the Subscriber except as may be provided
herein. |
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5.12 | Applicable
Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware. |
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5.13 | Amendments.
The provisions of this Agreement may be amended at any time and from time to time, and particular
provisions of this Agreement may be waived, with and only with an agreement or consent in
writing signed by the Company and the Subscriber. |
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5.14 | Neutral
Gender. The use in this Agreement of words in the male, female or neutral gender are
for convenience only and shall not affect or control any provisions of this Agreement. |
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5.15 | Captions.
The Section headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement. |
[Remainder
of page intentionally left blank]
SIGNATURE
PAGE
By
execution and delivery of this signature page, the Subscriber is (a) agreeing to become a Subscriber for the number of Shares set forth
below, (b) acknowledging that the Subscriber has read the representations and warranties in Section 3 of this Subscription Agreement,
and (c) hereby representing that the statements contained in Section 3 of this Subscription Agreement are complete and accurate with
respect to the Subscriber as a subscriber for the Shares.
Number
of Shares: 125,000 X $2.00 = $250,000.
PLEASE
GIVE THE EXACT AND COMPLETE NAME IN WHICH TITLE TO THE SHARES ARE TO BE HELD:
C. |
MANNER IN WHICH TITLE
IS TO BE HELD (Please check One): |
1. |
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Individual |
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Trust/Estate/Pension or Profit Sharing Plan, and Date
Opened: _________________ |
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2. |
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Joint Tenants with Rights of Survivorship |
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8. |
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As a Custodian for _____________________________
UGMA ____________
(State) |
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3. |
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Community Property |
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9. |
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Married with Separate Property |
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Tenants in Common |
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Keogh |
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Corporation/Partnership |
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Tenants by the Entirety |
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IRA |
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12. |
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Other _________________ |
D. |
ACCREDITED INVESTOR
REPRESENTATION: |
Subscriber
must complete and sign the Accredited Investor Questionnaire attached as Annex A to this Agreement.
IN
WITNESS WHEREOF, the Subscriber has executed this Agreement effective as of February ____, 2025.
Signature:
______________________________ Signature: ______________________________
Name:
_________________________________ Name: _________________________________
Title
(if applicable) __________________________________________________________________________
Street
Address: __________________________________________________________________________
City:
________________________________ State: _________________ Zip:
__________________
Telephone:
__________________________________________________________________________
Email
Address: _______________________________________________________________________
Social
Security or Federal Tax ID No:
__________________________________________________________________________
***DO
NOT WRITE BELOW DOTTED LINE***
ACCEPTED
ON BEHALF OF THE COMPANY:
Titan
Environmental Solutions, Inc.
By: |
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No. of Shares: ________________
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Name: |
Glen Miller |
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Title: |
Chief Executive Officer |
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Annex
A
ACCREDITED
INVESTOR QUESTIONNAIRE
A | APPLICABLE
TO INDIVIDUALS ONLY. Please review the following categories concerning your possible
financial condition as an “accredited investor” (within the meaning of Rule 501
of Regulation D) and check the box(es) of the categories applicable to you. If the Subscriber
is more than one individual, each individual must check the applicable box(es), indicating
to which individual it applies. The Subscriber must check at least one box below to be considered
an “accredited investor.” If the Subscriber is purchasing jointly with his or
her spouse or spousal equivalent, one box may be checked for the couple as a whole. References
to “the Company” are references to Titan Environmental Solutions, Inc., a Nevada
corporation. |
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☐ |
Individual
with Net Worth In Excess of $1.0 Million. A
natural person (not an entity) whose net worth, or joint net worth with his or her spouse
or spousal equivalent1, at the time of purchase exceeds $1,000,000. (Explanation:
In calculating your net worth, you must exclude the value of your primary residence. This
means you must exclude both the equity in your primary residence and any mortgage or other
debt secured by your primary residence up to the fair market value of your primary residence;
provided, however, that any indebtedness secured by your primary residence that (i) you have
incurred in the 60 day period prior to the date hereof or (ii) is in excess of the fair market
value of your primary residence should be considered a liability and deducted from your aggregate
net worth. In calculating your net worth, you may include your equity in personal property
and real estate (excluding your primary residence), cash, short-term investments, stock and
securities. Your inclusion of equity in personal property and real estate (excluding your
primary residence) should be based on the fair market value of such property less debt secured
by such property. Joint net worth can be the aggregate net worth of the investor and spouse
or spousal equivalent; assets need not be held jointly to be included in the calculation.
Securities need not be purchased jointly.)
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Individual
with a $200,000 Individual Annual Income. A
natural person (not an entity) who had an individual income of more than $200,000 in each of the preceding two calendar years, and
has a reasonable expectation of reaching the same income level in the current year. |
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Individual
with a $300,000 Joint Annual Income. A
natural person (not an entity) who had joint income with his or her spouse or spousal equivalent
in excess of $300,000 in each of the preceding two calendar years, and has a reasonable expectation
of reaching the same income level in the current year.
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Individual
with Professional Certification. A
natural person holding in good standing one or more of the following professional certifications or designations or credentials (check
all that apply): |
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Licensed General Securities Representative (Series 7); |
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Licensed Investment Adviser Representative (Series 65); or |
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Licensed Private Securities Offerings Representative (Series 82). |
1“Spousal equivalent” means
a cohabitant occupying a relationship generally equivalent to that of a spouse.
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Knowledgeable
Employee. A natural person who is (i) an executive
officer, director, trustee, general partner, advisory board member, or person serving in a similar capacity, of the Company or an
affiliated person that manages the investment activities of the Company (an “Affiliated Management Person”) of
the Company; or (ii) an employee of the Company or an Affiliated Management Person of the Company (other than an employee performing
solely clerical, secretarial or administrative functions with regard to such company or its investments) who, in connection with
his or her regular functions or duties, participates in the investment activities of the Company, provided that such employee has
been performing such functions and duties for or on behalf of the Company or the Affiliated Management Person of the Company, or
substantially similar functions or duties for or on behalf of another company for at least 12 months. |
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☐ |
Executive
Officer or Director. A natural person who is
an executive officer or director of the Company. |
B. | APPLICABLE
TO CORPORATIONS, PARTNERSHIPS AND OTHER ENTITIES ONLY: |
The
Subscriber is an accredited investor because the Subscriber falls within at least one of the following categories (Check all appropriate
boxes):
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☐ |
Corporations
or Partnerships. A corporation, partnership,
or similar entity that has at least $5,000,000 of assets and was not formed for the specific purpose of acquiring an equity interest
in the Company. |
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☐ |
Massachusetts
or Similar Business Trust. A Massachusetts or
similar business trust that has at least $5,000,000 of assets and was not formed for the specific purpose of acquiring an equity interest
in the Company. |
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☐ |
Non-Profit
Entity. An organization described in section 501(c)(3)
of the Internal Revenue Code, as amended, that has at least $5,000,000 of assets and was not formed for the specific purpose of acquiring
an equity interest in the Company. |
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☐ |
ERISA Employee
Benefit Plan. An employee benefit plan within the meaning of Title I of the ERISA Act that
either: (i) has a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser and such plan fiduciary makes the investment decisions for the plan; (ii) has total assets
in excess of $5,000,000; or (iii) is self-directed solely by persons that are accredited investors and make the investment decisions
for the benefit plan. |
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Government Benefit
Plan. A plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees,
if such plan has total assets in excess of $5,000,000. |
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☐ |
Other Institutional Investor
(check one). |
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A bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether
acting in its individual or fiduciary capacity; |
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A broker-dealer registered under the Securities
Exchange Act of 1934, as amended; |
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An insurance company, as defined in Section
2(a)(13) of the Securities Act; |
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An investment company registered
under the Investment Company Act of 1940. |
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☐ |
A “business development company,”
as defined in Section 2(a)(48) of the Investment Company Act of 1940; |
|
☐ |
A small business investment company licensed
under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; or |
|
☐ |
A “private business development company”
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. |
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☐ |
Sophisticated
Trust. Any trust, with total assets in excess
of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated
person who has the knowledge and experience in financial and business matters to enable the person to evaluate the merits and risks
of the prospective investment. |
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☐ |
Entity
Owned Entirely By Accredited Investors. A corporation,
partnership, private investment company or similar entity each of whose equity owners is a natural person who is an accredited
investor. (If this category is checked, please also check the additional category or categories under which each natural person qualifies
as an accredited investor.) |
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☐ |
Family
Office or Family Client. A “family office”
or “family client” each as defined in Rule 202(a)(11)(G)-1 of the Investment Advisers Act of 1940 (i) with assets under
management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii)
whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such
family office is capable of evaluating the merits and risks of the prospective investment and, in the case of a family client, such
family client is a client of a family office meeting the above requirements and the investment in The Company is directed by such family
office. |
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Other
Entity. Any entity, of a type not listed above,
not formed for the specific purpose of acquiring the securities offered, that has total assets in excess of $5,000,000. |
Subscriber(s):
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Signature
of Subscriber |
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Signature
of Co- Subscriber (if any) |
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Print
Name of Subscriber |
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Print
Name of Co- Subscriber |
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Titan Environmental Solu... (QB) (USOTC:TESI)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Titan Environmental Solu... (QB) (USOTC:TESI)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025