BHTG BioHiTech Global Inc

Item 1.01 Entry Into a Material Definitive Agreement

On February 28, 2022, Renovare Environmental, Inc., (the “Registrant”) and its wholly-owned subsidiary BRT HOLDCO Inc., a Delaware corporation (“BRTH”), entered into an Agreement of Purchase and Sale (the “BRT Purchase Agreement”) to acquire all of the issued and outstanding equity of Biorenewable Technologies, Inc., a Delaware corporation (“BRT”) from the shareholders of BRT. Pursuant to the terms BRT Purchase Agreement, BRTH would acquire BRT for the purchase price of Seventeen Million Dollars ($17,000,000) comprised of cash in the amount of Five Million Dollars ($5,000,000) and shares of the Registrants common stock, par value $0.0001 per share (the “Common Stock”) at the purchase price of $0.57 per share.

Also on February 28, 2022, BRTH entered into an Agreement for the Purchase and Sale (the “HEEL Agreement”, and collectively with the BRT Purchase Agreement, the “Purchase Agreements”) to acquire all of the issued and outstanding share capital of Harp Electrical Engineering Limited (“HEEL”) from Share Finnegan for the purchase price of Three Million Dollars ($3,000,000) comprised solely of shares of the Registrant’s Common Stock at the purchase price of $0.57 per share.

The closing of the acquisition is contigent upon the due diligence review of BRT by the Registrant and BRTH. The BRT Purchase Agreement provides that 1,491,228 shares of common stock will be held in escrow to indemnify the Registrant and BRTH against claims and losses as provided in the BRTH Agreement. In addition, following the closing of the acquisition, BRT will be able to nominate two members to the Registrant’s Board of Directors. In addition, the closing is conditioned upon the Registrant consummating financing in an amount not less than Five Million Dollars ($5,000,000), obtaining Shareholder approval of the transaction and the simultaneous consummation of the acquisition of HEEL, amoung other items. Further, the BRT Purchase Agreement provides a termination fee in the amount of Eight Hundred Fifty Thousand Dollars ($850,000) shall be paid by the Registrant if it fails to obtain the financing of the purchase price, commits a material breach of a term of the agreement or a representation or warrantee, or terminates the agreement upon the finding results of its review of the financial statements of BRT and its subsidiaries.

The closing of the acquisition of HEEL is contingent upon the successful due diligence review of HEEL by the Registrant and BRTH, approval of the transaction by a majority of the shareholders of the Registrant, and the simultaneous closing of the acquisition of BRT.

The foregoing descriptions of the Purchase Agreements contained herein do not purport to be complete and is qualified in its entirety by reference to the Purchase Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and the terms of which are incorporated by reference herein.