Exhibit 99.2
Standard Waste Services, LLC
(A Limited Liability Company)
March 31, 2024 and 2023
C O N T E N T S
Page | ||
Financial Statements | ||
(UNAUDITED) Balance Sheets | 2 | |
(UNAUDITED) Statements of Income and Changes in Members’ Equity | 3 | |
(UNAUDITED) Statements of Cash Flows | 4 | |
Notes to financial statements | 5 - 16 |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
(UNUAUDITED) BALANCE SHEETS
March 31, 2024 | December 31, 2023 | |||||||
ASSETS | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Accounts receivable | ||||||||
Employee loans | ||||||||
Total current assets | ||||||||
Property and Equipment, Net | ||||||||
Other Assets | ||||||||
Security deposits | ||||||||
Goodwill | ||||||||
Operating lease right-of-use asset, net | ||||||||
Total other assets | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND MEMBERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts payable | $ | $ | ||||||
Accrued expenses | ||||||||
Current portion of operating lease liability | ||||||||
Current portion of finance lease liability | ||||||||
Current portion of notes payable | ||||||||
Total current liabilities | ||||||||
Noncurrent Liabilities | ||||||||
Operating lease liability, net of current portion | ||||||||
Finance lease liability, net of current portion | ||||||||
Notes payable, net of current portion | ||||||||
Total noncurrent liabilities | ||||||||
Total liabilities | ||||||||
Members’ Equity | ||||||||
Total liabilities and members’ equity | $ | $ |
See accompanying notes to financial statements
- 2 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
(UNAUDITED) STATEMENTS OF INCOME AND CHANGES IN MEMBERS’ EQUITY
For the Three-Months Ended | ||||||||
March 31, | ||||||||
2024 | 2023 | |||||||
Revenues | $ | $ | ||||||
Cost of Revenues | ||||||||
Gross Profit | ||||||||
General and Administrative Expenses | ||||||||
Income From Operations | ||||||||
Other Income (Expense) | ||||||||
Interest income | ||||||||
Interest expense | ( | ) | ( | ) | ||||
Net Other Expense | ( | ) | ( | ) | ||||
Net Income | ||||||||
Members’ Equity - Beginning | ||||||||
Member distributions | ( | ) | ( | ) | ||||
Members’ Equity - Ending | $ | $ |
See accompanying notes to financial statements
- 3 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
(UNAUDITED) STATEMENTS OF CASH FLOWS
For the Three-Months Ended | ||||||||
March 31, | ||||||||
2024 | 2023 | |||||||
Cash Flows From Operating Activities | ||||||||
Net income | $ | $ | ||||||
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: | ||||||||
Depreciation | ||||||||
(Increase) decrease in operating assets: | ||||||||
Accounts receivable | ( | ) | ( | ) | ||||
Employee loans | ( | ) | ||||||
Operating lease right-of-use asset | ||||||||
Increase (decrease) in operating liabilities: | ||||||||
Accounts payable | ( | ) | ||||||
Accrued expenses | ||||||||
Operating lease liability | ( | ) | ( | ) | ||||
Net Cash Provided by Operating Activities | ||||||||
Cash Flows From Investing Activities | ||||||||
Purchases of property and equipment | ( | ) | ||||||
Net Cash Used in Investing Activities | ( | ) | ||||||
Cash Flows From Financing Activities | ||||||||
Principal payments on finance lease liability | ( | ) | ( | ) | ||||
Principal payments on notes payable | ( | ) | ( | ) | ||||
Member distributions | ( | ) | ( | ) | ||||
Net Cash Used in Financing Activities | ( | ) | ( | ) | ||||
Net Decrease in Cash and Cash Equivalents | ( | ) | ( | ) | ||||
Cash and Cash Equivalents - Beginning | ||||||||
Cash and Cash Equivalents - Ending | $ | $ | ||||||
Supplementary Cash Flow Information: | ||||||||
Cash paid for interest | $ | $ | ||||||
Non-cash financing of property and equipment acquisitions | $ | $ |
See accompanying notes to financial statements
- 4 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE-MONTHS ENDED MARCH 31, 2024 AND 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Standard Waste Services, LLC (a Michigan Limited Liability Company) is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. The accounting policies conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and the regulations of the United States Securities and Exchange Commission and have been consistently applied in the preparation of the financial statements.
Nature of Operations
Standard Waste Services, LLC (the “Company”) is located in Detroit, Michigan. The Company provides waste management services primarily to commercial and industrial customers. The Company’s customers are primarily located in Southeast Michigan.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates that affect certain reported amounts and disclosures. These estimates and assumptions are based on management’s knowledge and experience. Accordingly, actual results could differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash on hand and demand deposits in banks plus short-term investments that are readily convertible to cash as well as investments with original maturities of three months or less.
Account Receivable
Accounts receivable are recorded when billed or accrued and represent claims against third parties that will be settled in cash. The carrying value of the Company’s receivables, net of allowance for credit losses, represents their estimated net realizable value.
The
allowance for credit losses is based on management’s assessment of collectability of assets pooled together with similar risk characteristics.
The Company estimates its allowance for credit losses based on historical collection trends, the age of outstanding receivables, geographical
location of the customer, existing economic conditions and reasonable forecasts. If events or changes in circumstances indicate that
specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance
is adjusted accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been
unsuccessful in collecting the amount due. For the three-months ended March 31, 2024 and 2023, the Company had
The
carrying value of accounts receivable as of March 31, 2024 and December 31, 2023 was $
- 5 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Property and Equipment
Property and equipment are carried at cost. Maintenance, repairs and renewals which neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Depreciation of equipment is provided on the straight-line method at the following rates:
Software | ||||
Computer and office equipment | ||||
Furniture and fixtures | ||||
Trucks and tractors | ||||
Equipment | ||||
Leasehold improvements |
Management regularly reviews property and equipment for possible impairment. The review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of March 31, 2024 and December 31, 2023.
Goodwill
Goodwill is carried at the amount paid for a company’s assets in excess of the sum of their fair values. The Company periodically tests these assets for impairment on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the assets below their carrying amounts.
The Company may elect to perform a qualitative assessment that considers economic, industry, and Company-specific factors for all or selected assets of which goodwill has been assigned at purchase. If, after completing the assessment, it is determined that it is more likely than not that the fair value of the assessed asset(s) is less than its carrying value, the Company proceeds to a quantitative test. The Company may also elect to perform a quantitative test for any or all of its assets with goodwill assigned at purchase.
Quantitative testing requires a comparison of the fair value of each asset with assigned goodwill to its carrying value. The Company uses the discounted cash flow method to estimate the fair value of the asset(s) with assigned goodwill. The discounted cash flow method incorporates various assumptions, the most significant being projected sales growth rates, operating margins and cash flows, the terminal growth rate, and the weighted average cost of capital. If the carrying value of the assets(s) with assigned goodwill exceeds its fair value, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment.
During the three-months ended March 31, 2024 and 2023, the Company did not record any impairment and there were no changes in the carrying value of goodwill, respectively.
- 6 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Right of Use Assets and Lease Liabilities
The determination of whether an arrangement is a lease is made at the lease’s inception. Under ASC 842, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standard as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.
ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when it is readily determinable. Since the Company’s leases do not provide an implicit rate, to determine the present value of lease payments, management uses the Company’s incremental borrowing rate based on the information available at lease commencement. Operating lease ROU assets also include any lease payments made and excludes any lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.
The Company has elected to apply the short-term lease exception to all leases with a term of one year or less. Several of the Company’s leases as of March 31, 2024 and December 31, 2023 are for periods of less than 12 months, or on a month-to-month basis; therefore, lease assets and liabilities described above are not recorded on the balance sheets.
The Company has made an accounting policy election to account for lease and non-lease components in its contracts as a single lease component for its operating and finance leases.
Revenue and Cost Recognition
The Company recognizes revenue when performance obligations are satisfied in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s performance obligations are satisfied at the point in time once waste is disposed of at a landfill or transfer station. The Company then invoices its customers based upon pre-negotiated rates and billed to the customer once the performance obligations have been met. Invoices for services are normally due upon receipt. There are no significant financing agreements customers in relation to revenues generated and collected.
- 7 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Revenue and Cost Recognition – Continued
The Company’s single-day contracts are invoiced by the Company at the time of the order and payment is required prior to delivery of the equipment used for hauling the waste. Based on the type of waste the customer needs disposed or hauled from the location, contract prices are negotiated in advance. If the customer requires more time than the agreed-upon contract stipulates, the Company invoices the customer on a daily basis until the customer no longer requires waste hauling by the Company.
The Company also provides waste hauling services to commercial customers which normally includes hauling away the waste and leaving equipment at the location for further use and future hauling and disposal. Invoices for these contracts are billed upon pickup and disposal of the waste at a landfill or transfer station. Invoices normally include disposal fees based on weight, type of waste to be disposed of, and fuel surcharges.
Cost of revenues earned includes direct contract costs, such as disposal fees, driver wages and related employer taxes, truck and equipment depreciation and maintenance expenses, and other costs such as customer property damages due to driver error.
Income Taxes
The Company is not a taxpaying entity for federal income tax purposes, and thus no federal income tax expense has been recorded in these financial statements. Income from the Company is taxed to the Members in their respective tax returns. The Company accounts for tax positions in accordance with the Recognition and Initial Measurement Sections of the Income Taxes Topic of Financial Accounting Standards Board (FASB) Accounting Standards Codification.
With few exceptions, the Company is subject to U.S. federal and state income tax examinations by tax authorities for the prior three years. Management has reviewed the Company’s tax positions and determined there were no uncertain tax positions as of March 31, 2024 and December 31, 2023.
Advertising
Advertising
costs are expensed as they are incurred. Advertising costs included in general and administrative expenses for the three-months ended
March 31, 2024 and 2023 were $
Recently Adopted Accounting Standards
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments.” This amendment replaces the incurred methodology in current generally accepted accounting principles with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables.
- 8 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Recently Adopted Accounting Standards – Continued
This update is intended to provide financial statement users with more decision useful information about the expected credit losses. The Company adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new and enhanced disclosures only.
NOTE 2 – CONCENTRATION OF CREDIT RISK
The
Company maintains cash and cash equivalents balances at a financial institution located in Michigan. Accounts at this institution were
insured by the Federal Deposit Insurance Corporation (FDIC) up to $
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at March 31, 2024 and December 31, 2023 consisted of the following:
March 31, 2024 | December 31, 2023 | |||||||
Software | $ | $ | ||||||
Computer and office equipment | ||||||||
Furniture and fixtures | ||||||||
Trucks and tractors | ||||||||
Equipment | ||||||||
Leasehold improvements | ||||||||
Total undepreciated cost | ||||||||
Less: Accumulated depreciation | ||||||||
Property and equipment, net | $ | $ |
Depreciation
expense included in cost of revenues related to trucks and tractors and equipment for the three-months ended March 31, 2024 and 2023
amounted to $
- 9 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 4 – LEASES
During
March 2022, the Company entered into a lease agreement for its Detroit operations which commenced in August 2022 through July 2027. There
is an exclusive right to purchase the premises through the original term of the lease at a fair value to be mutually agreed upon. The
Company is not reasonably certain it will exercise the option and therefore, the lease is classified as an operating lease. Monthly payments
required under this lease are approximately $
Also,
the Company leases a truck used for is operations under a five-year lease which commenced during May 2022 ending during May 2027, classified
as a finance lease. The lease calls for monthly payments of $
The Company also leases land for equipment storage on a month-to-month basis. These monthly leases are expensed to lease expense as incurred.
The following table summarizes right of use assets at March 31, 2024 and December 31, 2023:
March 31, 2024 | December 31, 2023 | Location Recorded on Balance Sheet | ||||||||
Assets | ||||||||||
Operating lease | $ | $ | Right-of-use asset | |||||||
Finance lease | Property and equipment, net | |||||||||
Total leased assets | $ | $ |
The following table summarizes the maturities of the Company’s lease liabilities presented on the balance sheets as of March 31, 2024 for each of the twelve months ended March 31:
Year | Operating Lease | Finance Lease | ||||||
2025 | $ | $ | ||||||
2026 | ||||||||
2027 | ||||||||
2028 | ||||||||
Total lease payments | ||||||||
Less interest | ||||||||
Total lease obligations | ||||||||
Less current portion | ||||||||
Long-term lease liabilities | $ | $ |
- 10 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 4 – LEASES – Continued
The following summarizes the composition of net lease cost during the three-months ended March 31, 2024 and 2023:
2024 | 2023 | |||||||
Short-term lease costs | $ | $ | ||||||
Operating lease costs | ||||||||
Finance lease costs | ||||||||
Amortization of right-to-use asset | ||||||||
Interest on lease liability | ||||||||
Total lease costs | $ | $ |
NOTE 5 – NOTES PAYABLE
Notes payable at March 31, 2024 and December 31, 2023 can be summarized as follows:
March 31, 2024 | December 31, 2023 | |||||||
Note payable to third-party individual, secured by underlying assets, due in equal monthly payments of $ | $ | $ | ||||||
Note
payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments
of $ | ||||||||
Subtotal | $ | $ |
- 11 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 5 – NOTES PAYABLE – Continued
March 31, 2024 | December 31, 2023 | |||||||
Subtotal from previous page | $ | $ | ||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Subtotal | $ | $ |
- 12 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 5 – NOTES PAYABLE – Continued
March 31, 2024 | December 31, 2023 | |||||||
Subtotal from previous page | $ | $ | ||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Subtotal | $ | $ |
- 13 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 5 – NOTES PAYABLE – Continued
March 31, 2024 | December 31, 2023 | |||||||
Subtotal from previous page | $ | $ | ||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,134, beginning February 2022 and due February 2026 in full, plus interest of 7.50% per annum. | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,000, beginning March 2022 and due February 2029 in full, plus interest of 4.99% per annum. | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,063, beginning April 2022 and due April 2029 in full, plus interest of 5.64% per annum. | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,381, beginning July 2022 and due July 2029 in full, plus interest of 6.29% per annum. | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,427, beginning July 2022 and due July 2026 in full, plus interest of 7.90% per annum. | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $3,674, beginning July 2022 and due August 2027 in full, plus interest of 4.91% per annum. | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $3,674, beginning July 2022 and due August 2027 in full, plus interest of 4.91% per annum. | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $3,071, beginning July 2022 and due August 2027 in full, plus interest of 9.26% per annum. | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $1,446, beginning November 2022 and due November 2027 in full, plus interest of 8.50% per annum. | ||||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $1,850, beginning March 2023 and due January 2029 in full, plus interest of 6.76% per annum. | ||||||||
Subtotal | $ | $ |
- 14 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 5 – NOTES PAYABLE – Continued
2024 | 2023 | |||||||
Subtotal from previous page | $ | $ | ||||||
Note payable to bank, secured by underlying assets, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments of $ | ||||||||
Note payable to bank, secured by underlying asset, due in equal monthly payments
of $ | ||||||||
Total notes payable | ||||||||
Less: current portion of notes payable | ||||||||
Notes payable - long-term portion | $ | $ |
Principal payments on notes payable for the next five years as of March 31 and thereafter as follows:
2025 | $ | |||
2026 | ||||
2027 | ||||
2028 | ||||
2029 | ||||
Thereafter | ||||
Total | $ |
Total
interest expense included on the statements of income and changes in members’ equity for the three-months ended March 31, 2024
and 2023 amounted to $
NOTE 6 – RELATED PARTY TRANSACTIONS
During the three-months ended March 31, 2024, the Company conducted business with an entity owned by a family member of one of the Company’s members. The related party performs waste hauling services similar to the Company.
Further, during the three-months ended March 31, 2024, the Company provided services to the related party due to the related party being at full capacity and requiring additional equipment and hauling in order to service its customers of which the Company provided. No transactions were conducted with this related party during and as of the three months-ended March 31, 2023.
- 15 - |
STANDARD WASTE SERVICES, LLC
(A Limited Liability Company)
NOTES TO FINANCIAL STATEMENTS - Continued
AS OF MARCH 31, 2024 AND DECEMBER 31, 2023
NOTE 6 – RELATED PARTY TRANSACTIONS – Continued
The following summarizes the Company’s related party transactions as of and for the three-months ended March 31, 2024 and 2023:
2024 | 2023 | |||||||
Statements of Income: | ||||||||
Revenues for services provided | $ | $ | ||||||
Assets: | ||||||||
Accounts receivable | $ | $ |
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated subsequent events that occurred after the balance sheet date, up to the date that the financial statements were issued.
On
January 12, 2024, Titan Environmental Solutions Inc. through its wholly-owned subsidiary, Titan Trucking, LLC, entered into a Membership
Interest Purchase Agreement with Domonic Campo and Sharon Campo (the “Sellers”), and the Company. The Membership Interest
Purchase Agreement was amended on February 21, 2024, May 20, 2024 and on May 30, 2024. The transaction closed on May 31, 2024. Together
with the amendments, the Membership Interest Purchase Agreement is referred to herein as the “Standard
Purchase Agreement.” Pursuant to the terms of the Standard Purchase Agreement, Titan Trucking, LLC, purchased ownership of all
the outstanding membership interests of the Company. In exchange, Titan Environmental Solutions, Inc. issued the Sellers
- 16 - |