BACKGROUNDStock Purchase Agreement • February 2nd, 2001 • American Ecology Corp • Refuse systems • Idaho
EXHIBIT 99.1 PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is dated and effective as of September 12, 1995, and is entered into by and among (i) American Ecology Corporation, a Delaware corporation (the "Company"), (ii) John H. Harris, Jr.,...Purchase Agreement • September 22nd, 1995 • American Ecology Corp • Refuse systems • Texas
SECURITIES AND EXCHANGE COMMISSION FORM 8-K EXHIBIT 99.10 NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES STATUTE. NO SALE, TRANSFER OR...Warrant Agreement • November 19th, 1998 • American Ecology Corp • Refuse systems • Delaware
EXHIBIT 10.50B FOURTH AMENDMENT TO THE CREDIT AGREEMENT This Amendment is made and entered into as of the 15th day of October, 2002, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First Security Bank ("Bank"), and AMERICAN ECOLOGY...Credit Agreement • October 25th, 2002 • American Ecology Corp • Refuse systems • Idaho
RECITALS:Settlement Agreement • November 19th, 1998 • American Ecology Corp • Refuse systems • New York
THIS INDEMNIFICATION AGREEMENT (this "AGREEMENT") is made as of this ---- day of *, 2005, by and between AMERICAN ECOLOGY CORPORATION, a Delaware -------- corporation (the "COMPANY"), and * ("INDEMNITEE"). ---------------------------Indemnification Agreement • May 27th, 2005 • American Ecology Corp • Refuse systems • Delaware
US Ecology, Inc. 2,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2013 • Us Ecology, Inc. • Refuse systems • New York
Wells Fargo Securities, LLC Credit Suisse Securities (USA) LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
EXHIBIT 10.58 FORM OF STOCK OPTION AGREEMENT THE FOLLOWING OPTIONS WERE OFFERED TO THE BELOW NAMED KEY EMPLOYEES ON FEBRUARY 11, 2003: EXERCISE PRICE STEPHEN ANTHONY JAMES RANDALL JOHN SCOTT MICHAEL JAMES ROMANO BAUMGARDNER NICHOLSON GILBERG AMERICAN...Stock Option Agreement • February 18th, 2003 • American Ecology Corp • Refuse systems
BetweenSublease • July 29th, 2005 • American Ecology Corp • Refuse systems • Washington
KEY EMPLOYEE AGREEMENT EXPIRATION MINIMUM SALARY ------------ -------------------- -------------- STEPHAN ANTHONY ROMANO DECEMBER 31, 2005 $ 205,000 JAMES RANDALL BAUMGARDNER DECEMBER 31, 2004 $ 174,000 JOHN SCOTT NICHOLSON DECEMBER 31, 2004 $ 155,000...Executive Employment Agreement • February 18th, 2003 • American Ecology Corp • Refuse systems • Idaho
EXHIBIT 10.50F FIRST AMENDMENT TO THE TERM LOAN AGREEMENT This Amendment is made and entered into as of the 30th day of August, 2004, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First Security Bank ("Bank"), and AMERICAN...Term Loan Agreement • August 31st, 2004 • American Ecology Corp • Refuse systems • Idaho
19 2 account, for investment purposes, and not with any view to, or for resale in connection with, any distribution of any such Securities. Such Purchaser understands that the Securities have not been registered under the Securities Act of 1933, as...Purchase Agreement • April 28th, 1997 • American Ecology Corp • Refuse systems • Delaware
BETWEENLease Agreement • November 13th, 2000 • American Ecology Corp • Refuse systems • Idaho
EXHIBIT 10.50E SEVENTH AMENDMENT TO THE CREDIT AGREEMENT This Amendment is made and entered into as of the 30th day of August, 2004, by and between WELLS FARGO BANK, NATIONAL ASSOCIATION, successor to First Security Bank ("Bank"), and AMERICAN ECOLOGY...Credit Agreement • August 31st, 2004 • American Ecology Corp • Refuse systems • Idaho
LEASE -----Lease Agreement • February 18th, 2003 • American Ecology Corp • Refuse systems
CREDIT AGREEMENT dated as of June 17, 2014, by and among US Ecology, Inc., as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender WELLS FARGO...Credit Agreement • August 11th, 2014 • Us Ecology, Inc. • Refuse systems • New York
CREDIT AGREEMENT, dated as of June 17, 2014, by and among US ECOLOGY, INC., a Delaware corporation, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders, as Swingline Lender and as Issuing Lender.
1 2 In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the holder hereof as soon as reasonably practicable, but in any event within twenty-one days,...Warrant Agreement • April 14th, 1997 • American Ecology Corp • Refuse systems • Delaware
R E C I T A L SCredit Agreement • December 20th, 2004 • American Ecology Corp • Refuse systems • Idaho
1 EXHIBIT 10.49 First Security Master Equipment Lease THIS MASTER EQUIPMENT LEASE AGREEMENT ("MASTER LEASE") IS BETWEEN FIRST SECURITY BANK, N.A. ("LESSOR") AND THE LESSEE OR LESSEES SPECIFIED BELOW ("LESSEE"). SECTION 1. INTENT TO LEASE. Lessor...Master Equipment Lease Agreement • November 13th, 2000 • American Ecology Corp • Refuse systems • Utah
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2017 • Us Ecology, Inc. • Refuse systems • Utah
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Employment Agreement” or this “Agreement”) is made and entered into effective as of the 23rd day of May, 2017 (the “Effective Date”), by and between US Ecology, Inc., a Delaware corporation (the “Company”), and Andrew Marshall (“Executive”). The Company and Executive are sometimes collectively referred to herein as the “Parties,” and individually, as a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2010 • Us Ecology, Inc. • Refuse systems • Idaho
This EMPLOYMENT AGREEMENT (this “Employment Agreement” or this “Agreement”) is made and entered into effective as of the 1st day of January, 2010 (the “Effective Date”), by and between American Ecology Corporation, a Delaware corporation (the “Company”), and Jeff Feeler (“Employee”). The Company and Employee are sometimes collectively referred to herein as the “Parties,” and individually, as a “Party.”
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 25th, 2009 • American Ecology Corp • Refuse systems • Idaho
This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into this 5th day of February, 2007 (the “Effective Date”) between Steve D. Welling (“Employee”) and AMERICAN ECOLOGY CORPORATION, a Delaware corporation (the “Company”). This Agreement is intended to provide Employee with the compensation and benefits described herein upon the occurrence of specific events following a change of control of the ownership of the Company (defined as “Change of Control”). Certain capitalized terms used in this Agreement are defined in Article 6.
AMENDMENT TO CHANGE OF CONTROL AGREEMENT (Tier 2 Employees)Change of Control Agreement • February 25th, 2009 • American Ecology Corp • Refuse systems
THIS AMENDMENT to the Change of Control Agreement, dated as of August 8, 2007 (the “Agreement”) is made as of this 31st day of December, 2008 by and between American Ecology Corporation, a Delaware corporation (the “Company”) and Eric L. Gerratt (the “Employee”).
9 2 purpose of issue upon exercise of the rights evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. The Company shall take all such actions as may be...Warrant Agreement • April 28th, 1997 • American Ecology Corp • Refuse systems • Delaware
Performance Stock Unit AgreementPerformance Stock Unit Agreement • May 7th, 2018 • Us Ecology, Inc. • Refuse systems • Delaware
This Performance Stock Unit Agreement (this "Agreement") is made and entered into as of January 2, 2018 (the "Grant Date") by and between US Ecology, Inc., a Delaware corporation (the "Company"), and _____________ (the "Grantee").
EXHIBIT 99.1 ------------- WARRANT REDEMPTION AGREEMENT ---------------------------- THIS WARRANT REDEMPTION AGREEMENT (this "AGREEMENT") is made and entered into as of the 17th day of February, 2004, by and between AMERICAN ECOLOGY CORPORATION, a...Warrant Redemption Agreement • February 18th, 2004 • American Ecology Corp • Refuse systems • New York
BETWEENLease Agreement • August 14th, 2002 • American Ecology Corp • Refuse systems • Idaho
STOCK PURCHASE AGREEMENT between EQ INDUSTRIAL SERVICES, INC. and ASPV HOLDINGS, INC. DATED AS OF AUGUST 4, 2015Stock Purchase Agreement • November 4th, 2015 • Us Ecology, Inc. • Refuse systems • Delaware
STOCK PURCHASE AGREEMENT, dated as of August 4, 2015 (this “Agreement”), between EQ INDUSTRIAL SERVICES, INC., a Michigan corporation (“Seller”), and ASPV Holdings, Inc., a Delaware corporation (“Buyer”). All capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in Section 15.07.
US ECOLOGY, INC. RESTRICTED SHARE AGREEMENTRestricted Share Agreement • May 6th, 2019 • Us Ecology, Inc. • Refuse systems • Delaware
THIS RESTRICTED SHARE AGREEMENT is entered into as of _________ (the “Grant Date”), between US Ecology, Inc., a Delaware corporation (the “Company”), and ________ (the “Grantee”).
US ECOLOGY, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 6th, 2019 • Us Ecology, Inc. • Refuse systems
Effective ____________ (the “Effective Date”), US Ecology, Inc., a Delaware corporation (the “Company”) hereby grants to ___________ (the “Optionee”), an Incentive Stock Option (the “ISO”) to purchase from the Company, at a price of $______ per share, ______ shares of the Company’s authorized and unissued common stock, $0.01 par value per share (the “Common Stock”) subject, however, to the following terms and conditions.
BETWEENTerm Loan Agreement • October 25th, 2002 • American Ecology Corp • Refuse systems • Idaho
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • June 24th, 2019 • Us Ecology, Inc. • Refuse systems • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of June 23, 2019, by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Rooster Merger Sub”), ECOL Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Parent Merger Sub”), and NRC Group Holdings Corp., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
SUPPORT AGREEMENTSupport Agreement • June 24th, 2019 • Us Ecology, Inc. • Refuse systems • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdco (“Rooster Merger Sub”), and the undersigned stockholders (the “Stockholders”) of NRC Group Holdings Corp., a Delaware corporation (the “Company”).
LENDER JOINDER AGREEMENT AND SECOND AMENDMENTLender Joinder Agreement and Second Amendment • November 1st, 2019 • US Ecology Holdings, Inc. • Refuse systems • New York
This LENDER JOINDER AGREEMENT AND SECOND AMENDMENT (this “Agreement”), dated as of November 1, 2019 and effective as of the Effective Date (as defined below), is entered into by and among US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.), a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), the lenders set forth on Schedule A hereto (the “Incremental Term B Lenders”) and Revolving Credit Lenders party hereto.
US ECOLOGY, INC. FORM OF NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • May 6th, 2019 • Us Ecology, Inc. • Refuse systems
Effective __________ (the “Effective Date”), US Ecology, Inc., a Delaware corporation (the “Company”) hereby grants to _________ (the “Optionee”), a non-statutory stock option (the “NQ”) to purchase from the Company, at a price of $_____ per share, ______ shares of the Company’s authorized and unissued common stock, $0.01 par value per share (the “Common Stock”) subject, however, to the following terms and conditions.
