Common use of Pooling Restrictions Clause in Contracts

Pooling Restrictions. It is a material factor to Liquids in entering into this Agreement that the transactions contemplated by this Agreement be treated as a "pooling-of-interests" for accounting purposes. Therefore, notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) for at least a thirty-day period on a consolidated basis following the closing date of the Merger Agreement, the Holder shall not sell or otherwise transfer or dispose of, or in any other way reduce his risk relative to, any shares of the Holder's Stock (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for the purpose of satisfying the requirements of the Securities Release Nos. 130 and 135 relating to "pooling of interests" accounting. Additionally, the certificates evidencing the Holder's Stock will bear a legend substantially in the form set forth below and containing such other information as Liquids may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees to make publication and dissemination of its consolidated financial results which includes results of combined operations of Liquids, the Mesa Companies (as defined in the Merger Agreement), and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day period.

Pooling Restrictions. It is Eastern and Sellers have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests" while maintaining materially the same financial terms as to each of the parties. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Eastern of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) Eastern for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and Eastern agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 135 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Eastern to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is EESI and Sellers agree that a material -------------------- factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests," as long as the economics of the transaction are not changed. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids EESI of consolidated financial results which include results of combined operations of each of the Mesa Companies Company and AWW (as that term is defined in the Merger Agreement) EESI for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his or her or its risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and EESI agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Purchaser to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the Company acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Eastern and Seller have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction from being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests" while maintaining materially the same financial terms for all of the parties hereto. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Eastern of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) Eastern for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Seller shall not sell or otherwise transfer or dispose of, or in any other way reduce his risk relative to, any shares of the Holder's EESI Stock received by Seller (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and Eastern agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 135 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySeller therefore covenants and agrees with Eastern to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Seller will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order placed with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Purchaser, EESI and Sellers have -------------------- agreed that a material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests," as long as the economics of the transaction are not changed. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids EESI of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) EESI for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his or her or its risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and EESI agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Purchaser to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Purchaser and Sellers have agreed that -------------------- a material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests." Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Purchaser of consolidated financial results which include results of combined operations of each of the Mesa Companies Company and AWW (as that term is defined in the Merger Agreement) Purchaser for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's Consideration Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and Purchaser agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of- interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Purchaser to hold the Consideration Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's Consideration Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the company acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Eastern and Sellers have agreed -------------------- that a material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests." Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Eastern of consolidated financial results which include results of combined operations of each of the Mesa Xxxx Companies and AWW (as that term is defined in the Merger Agreement) Eastern for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and Eastern agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of- interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Eastern to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is a material factor to Liquids in entering into this Agreement that the transactions contemplated by this Agreement be treated as a "pooling-of-interests" for accounting purposes. Therefore, notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) for at least a thirty-day period on a consolidated basis following the closing date of the Merger Agreement, the Holder shall not sell or otherwise transfer or dispose of, or in any other way reduce his risk relative to, any shares of the Holder's Stock (including, by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for the purpose of satisfying the requirements of the Securities Release Nos. 130 and 135 relating to "pooling of interests" accounting. Additionally, the certificates evidencing the Holder's Stock will bear a legend substantially in the form set forth below and containing such other information as Liquids may deem necessary or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees to make publication and dissemination of its consolidated financial results which includes results of combined operations of Liquids, the Mesa Companies (as defined in the Merger Agreement)Companies, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day period.

Pooling Restrictions. It is Eastern and Sellers have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests." Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Eastern of consolidated financial results which include results of combined operations of each of the Mesa Xxxxxxx Companies and AWW (as that term is defined in the Merger Agreement) Eastern for at least a thirty-day period 30 days on a consolidated basis following the closing date of Closing Date, which shall in no event occur later than 120 days after the Merger AgreementClosing, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for the purpose of satisfying the requirements of the Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Eastern to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met as set forth in this Section 5.2. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is EESI and Seller have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. ThereforeIf for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests", notwithstanding the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests". Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids EESI of consolidated financial results which include results of combined operations of each of the Mesa Xxxxxxx Companies and AWW (as that term is defined in the Merger Agreement) EESI for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Seller shall not sell or otherwise transfer or dispose of, or in any other way reduce his risk relative to, any shares of the Holder's EESI Stock received by Seller (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and EESI agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySeller therefore covenants and agrees with EESI to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Seller will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares have been issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Eastern and Sellers have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests" while maintaining materially the same financial terms. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Eastern of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) Eastern for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's EESI Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-short- sale, straddle or similar market transactions). The Holder, therefore, covenants and Eastern agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 120 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Eastern to hold the EESI Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's EESI Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Eastern Environmental Services, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Eastern Environmental Services, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsEastern Environmental Services, Inc., and the companies acquired by Eastern Environmental Services, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Eastern Environmental Services, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Purchaser and Sellers have agreed that -------------------- a material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests." Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Purchaser of consolidated financial results which include results of combined operations of each of the Mesa Companies Company and AWW (as that term is defined in the Merger Agreement) Purchaser for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's Consideration Stock received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and Purchaser agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated no later than 135 days after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of- interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Purchaser to hold the Consideration Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's Consideration Stock to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Xxxx Security International, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Xxxx Security International, Inc., which include the results which includes results of at least 30 days of combined operations of Liquidsand the company acquired by Xxxx Security International, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Xxxx Security International, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Purchaser and Sellers have agreed that a -------------------- material factor to Liquids in entering into their execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests" provided Sellers receive the same economic benefit and tax treatment they would have received under this Agreement as presently constituted. Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Purchaser of consolidated financial financial-results which include results of combined operations of each of the Mesa Companies Company and AWW (as that term is defined in the Merger Agreement) Purchaser for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Sellers shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's Consideration Stock or shares underlying the Warrants received by Sellers (including, including by way of example and not limitation, engaging in put, call, short-sale, straddle or similar market transactions). The Holder, therefore, covenants and agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for the purpose of satisfying the requirements of the Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallySellers therefore covenant and agree with Purchaser to hold the Consideration Stock and shares underlying the Warrants and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's Consideration Stock and the shares underlying the Warrants to be received by Sellers will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Xxxx Security International, Inc., shall be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Xxxx Security International, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsXxxx Security International, Inc., and the Company acquired by Xxxx Security International, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Xxxx Security International, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."

Pooling Restrictions. It is Shareholders recognize and understand -------------------- that a material factor to Liquids in entering into Acquiror's execution of this Agreement is that the transactions contemplated by this Agreement be treated as a "pooling-of-pooling of interests" for accounting purposes. Therefore, notwithstanding If for any reason a provision in this Agreement would prevent the transaction being accounted for as a "pooling of interests," the parties agree to negotiate in good faith to modify the Agreement so the transaction can be accounted for as a "pooling of interests." Notwithstanding any other provision of this Agreement, prior to notice by Liquids of the publication and dissemination by Liquids Acquiror of consolidated financial results which include results of combined operations of each of the Mesa Companies and AWW (as that term is defined in the Merger Agreement) Acquiror for at least a thirty-day period 30 days on a consolidated basis following the closing date of the Merger AgreementClosing Date, the Holder Shareholders shall not sell or otherwise transfer or dispose of, or in any other way reduce his their risk relative to, any shares of the Holder's Consideration Stock received by Shareholders (including, including by way of example and not limitation, engaging in put, call, short-short- sale, straddle or similar market transactions). The Holder, therefore, covenants and Acquiror agrees that he will fulfill any requests reasonably made of him by Liquids in writing if made by Liquids for such consolidated financial results shall be published and disseminated as soon as practicable after the purpose of satisfying the requirements of the Closing Date. The Securities Exchange Commission ("SEC") has issued Accounting Series Release Nos. 130 and 135 relating 135, as amended (collectively, the "ASRs"), setting forth certain restrictions applicable to the availability of "pooling of pooling-of-interests" accountingaccounting treatment in transactions of the type contemplated by this Agreement. AdditionallyShareholders therefore covenant and agree with Acquiror to hold the Consideration Stock and to comply with the ASRs until the requirements of the ASRs have been met. In addition, the certificates evidencing the Holder's Consideration Stock to be received by Shareholders will bear a legend substantially in the form set forth below below: "The shares represented by this certificate may not be sold, transferred or assigned, and containing such other information as Liquids may deem necessary Xxxx Security International, Inc., shall not be required to give effect to any attempted sale, transfer or appropriate: THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED, AND U S LIQUIDS INC. SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE, TRANSFER OR ASSIGNMENT PRIOR TO THE PUBLICATION AND DISSEMINATION OF FINANCIAL STATEMENTS BY U S LIQUIDS INC. WHICH INCLUDE THE RESULTS OF AT LEAST THIRTY (30) DAYS OF COMBINED OPERATIONS OF U S LIQUIDS INC. AND THE MESA COMPANIES FOR WHICH THESE SHARES ARE ISSUED. UPON THE WRITTEN REQUEST OF THE RECORD HOLDER OF THIS CERTIFICATE DIRECTED TO U S LIQUIDS INC., THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENTS) WHEN THE REQUIREMENTS HAVE BEEN MET. Liquids agrees assignment prior to make the publication and dissemination of its consolidated financial statements by Xxxx Security International, Inc., which include the results which includes results of at least 30 days of combined operations of LiquidsXxxx Security International, Inc., and the Companies acquired by Xxxx Security International, Inc., for which these shares are issued. Upon the written request of the holder hereof directed to Xxxx Security International, Inc., the Mesa Companies issuer agrees to remove this restrictive legend (and any stop order places with the transfer agents) when the requirements of Accounting Series Releases Nos. 130 and 135, as defined in the Merger Agreement)amended, and AWW for at least a thirty (30) day period on a consolidated basis following the closing date of the Merger Agreement as soon as practicable following the end of the first full calendar month ending after such thirty (30) day periodSecurities Exchange Commission have been met."