Titan Environmental Solutions Inc. (OTCPK:TESI) signed a Membership Interest Purchase Agreement to acquire Standard Waste Services LLC from DOMINIC CAMPO and SHARON CAMPO for $14.2 million on January 16, 2024. The purchase consideration includes a combination of cash and capital stock of Titan Environmental Solutions. The Investment Consideration stated in the Agreement included a per share price of $0.05 based on a planned offering of Class D Convertible Preferred Stock by TraQiQ to a group of investors In exchange for the Membership Interests, Titan Trucking will pay the following consideration (the ?Purchase Price?): (a) $10,440,000 in cash (the ?Cash Consideration?), less the Closing Deposit; provided, that, at the Closing, $300,000 of the Cash Consideration will be placed in escrow for the benefit of Titan Trucking to satisfy indemnification obligations of the Sellers; (b) an amount equal to the aggregate amount paid by Standard for purchases of new trucks and trailers for the period from June 7, 2023 through the date of the Closing (the ?Closing Date?) in an amount not to exceed $533,000; (c) 273,684.21 shares of a series of our convertible preferred stock that will convert into 100 shares of common stock per share of convertible preferred stock, equal to a value of $2,610,000, (the ?Investment Shares?); and (d) an additional 60,000 Investment Shares because the Closing did not occur prior to February 2, 2024.

In addition, the Purchase Price shall be reduced by the amount of indebtedness of Standard as of the Closing Date and the amount of any fees and expenses of Standard or the Sellers related to the negotiation and entry into the Purchase Agreement that are not paid prior to the Closing. The Purchase Price is also subject to adjustment post-Closing based on the amount of working capital of Standard at the Closing and other adjustments as described in the Purchase Agreement. The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions.