REGISTRATION RIGHTS AGREEMENT
Exhibit 10.2
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
dated as of December 31, 2009 is entered into by and among WCA Waste Corporation, a Delaware
corporation (the “Company”), and the individuals and entities listed on Exhibit A attached
hereto (the “Stockholders”).
RECITALS
WHEREAS, the Company is entering into this Agreement as a condition to the closing of the
transactions contemplated by the Equity Interest and Asset Purchase Agreement (the “Purchase
Agreement”) with WCA of Massachusetts, LLC, a Delaware limited liability company (“WCA
Massachusetts”), WCA of Ohio, LLC, a Delaware limited liability company (“WCA Ohio” and, together
with WCA Massachusetts, the “WCA Subs”), Live Earth LLC, a Delaware limited liability company
(“Live Earth”), Champion City Recovery, LLC, a Massachusetts limited liability company (“CC”),
Boxer Realty Redevelopment, LLC, a Massachusetts limited liability company (“BR”), Sunny Farms
Landfill, LLC, an Ohio limited liability company (“SF”) and New Amsterdam & Seneca Railroad
Company, LLC, an Ohio limited liability company (“NA” and, together with Live Earth, CC, BR and SF,
the “Live Earth Parties”), pursuant to which the Company will issue up to an aggregate of 5,555,556
shares (“Common Stock”) of common stock of the Company, par value $0.01 per share, which includes
up to 2,000,000 shares of Common Stock issued with respect to certain earn-out provisions as
partial consideration for the acquisition by the WCA Subs of the Equity Interests and the
Transferred Assets (each as defined in the Purchase Agreement); and
WHEREAS, the Company and the Stockholders desire to provide for certain arrangements with
respect to the registration of the Registrable Shares (as defined below) under the Securities Act
(as defined below).
AGREEMENT
NOW, THEREFORE, in consideration of the issuance of the Common Stock pursuant to the Purchase
Agreement and the other promises contained therein, and in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Certain Definitions.
Unless otherwise specified, all references to “days” shall be deemed to be references to
calendar days. For purposes of this Agreement, the following terms shall have the following
respective meanings:
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day that is not Saturday, Sunday or other day when banks are required
or permitted to be closed in the State of Delaware.
“Commission” means the Securities and Exchange Commission, or any other federal agency at the
time administering the Securities Act.
“Company Sale” means: (a) the acquisition of the Company by another entity (or group of
affiliated entities or entities operating as a group) by means of any transaction or series of
related transactions (including, without limitation, any reorganization, merger or consolidation)
unless the Company’s stockholders of record as constituted immediately prior to such acquisition or
sale will, immediately after such acquisition or sale (by virtue of securities issued as
consideration for the Company’s acquisition or sale or otherwise) hold at least 50% of the voting
power of the surviving or acquiring entity (except that the sale by the Company of shares of its
capital stock to investors in bona fide financing transactions shall not be deemed to be an
acquisition for this purpose) or (b) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by the Company or a Company
Subsidiary of all or substantially all the assets of the Company and the Company Subsidiaries taken
as a whole (except where such sale, lease, transfer, exclusive license or other disposition is to a
wholly owned Company Subsidiary).
“Company Subsidiary” means any corporation, partnership, trust, limited liability company or
other non-corporate business enterprise in which the Company (or another Company Subsidiary) holds
stock or other ownership interests representing (a) more than fifty percent (50%) of the voting
power of all outstanding stock or ownership interests of such entity or (b) the right to receive
more than fifty percent (50%) of the net assets of such entity available for distribution to the
holders of outstanding stock or ownership interests upon a liquidation or dissolution of such
entity.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal
statute, and the rules and regulations of the Commission issued under such Act, as they each may,
from time to time, be in effect.
“Prospectus” means the prospectus included in any Registration Statement, as amended or
supplemented by an amendment or prospectus supplement, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
“Registrable Shares” means (a) the Common Stock and (b) any other shares of common stock
issued in respect of such Common Stock (because of stock splits, stock dividends,
reclassifications, recapitalizations or similar events); provided, however, that shares of common
stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant
to a Registration Statement or Rule 144 under the Securities Act or (ii) at such time as they
become eligible for sale pursuant to the last sentence of Rule 144(b)(1)(i) under the Securities
Act.
“Registration Expenses” means all expenses incurred by the Company in complying with the
provisions of Section 2, including, without limitation, all registration and filing fees, exchange
listing fees, printing expenses, fees and expenses of counsel for the Company, state blue sky fees
and expenses, and the expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts, selling commissions and
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the fees and expenses of Selling Stockholders’ own counsel (other than the counsel selected to
represent all Selling Stockholders).
“Registration Statement” means a registration statement filed by the Company with the
Commission for a public offering and sale of securities of the Company (other than a registration
relating solely to employee benefit plans or a transaction pursuant to Rule 145 of the Securities
Act).
“Rule 144” means Rule 144 under the Securities Act.
“Securities Act” means the Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations of the Commission issued under such Act, as they each may,
from time to time, be in effect.
“Selling Stockholder” means any Stockholder owning Registrable Shares included in a
Registration Statement.
2. Registration Rights.
2.1 Piggyback Registration.
(a) Whenever the Company proposes to register (whether for its own benefit or on behalf of
other stockholders of the Company) any of its stock or other securities under the Securities Act in
connection with the public offering of such securities solely for cash pursuant to a Registration
Statement, the Company will, prior to such filing, give written notice to all Stockholders of its
intention to do so; provided, that no such notice need be given if no Registrable Shares are to be
included therein as a result of a written notice from the managing underwriter pursuant to Section
2.1(c). Upon the written request of a Stockholder or Stockholders given within ten (10) days after
the Company provides such notice and, subject to the terms of Section 2.1(b), the Company shall
cause to be included in such registration all Registrable Shares that the Company has been
requested by such Stockholder or Stockholders to be registered under the Securities Act;
provided that the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 2.1 without obligation to any Stockholder.
(b) The right of any Stockholder to include its Registrable Shares in such registration
pursuant to this Section 2.1 shall be conditioned upon (i) such Stockholder’s participation in such
underwriting on the terms set forth herein and (ii) all Stockholders including Registrable Shares
in such registration shall enter into an underwriting agreement upon customary terms with the
underwriter or underwriters selected for the underwriting by the Company. If any Stockholder who
has requested inclusion of its Registrable Shares in such registration, as provided above,
disapproves of the terms of the underwriting, such person may elect, by written notice to the
Company, to withdraw its shares from such Registration Statement and underwriting.
(c) If a registration subject to Section 2.1 relates to an underwritten public offering of
equity securities and the managing underwriter(s) advise the Company that in
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their good faith opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in an orderly manner in such offering within a
price range acceptable to (A) the Company, in the event of a Company-initiated registration or (B)
the stockholders initially requesting such registration, in the event of a stockholder-initiated
registration, the Company will include in such registration (i) first, the securities requested to
be included therein by the Company if the Company has initiated the registration, (ii) second, the
shares requested to be included in such registration by the stockholders initially requesting such
registration and (iii) third, the Registrable Shares requested to be included in such registration
by other Stockholders, allocated pro rata among such Selling Stockholders on the basis of the
number of shares of Registrable Shares such Selling Stockholder requested be included in such
registration.
2.2 Registration Procedures. If and whenever the Company is required by the
provisions of this Agreement to effect the registration of any Registrable Shares, the Company
shall, subject to Section 2.1:
(a) prepare and file with the Commission a Registration Statement with respect to such
Registrable Shares and use its best efforts to (i) cause that Registration Statement to become
effective as soon as practicable and (ii) keep such registration statement effective until the
distribution contemplated in the Registration Statement has been completed;
(b) prepare and promptly file with the Commission any amendments and supplements to the
Registration Statement and the prospectus used in connection therewith and such free writing
prospectuses under Rule 433 under the Securities Act (each, a “Free Writing Prospectus”) included
in the Registration Statement as may be necessary to comply with the provisions of the Securities
Act;
(c) furnish to each Selling Stockholder such reasonable number of copies of the Prospectus,
including any preliminary prospectus and any Free Writing Prospectus, in conformity with the
requirements of the Securities Act;
(d) notify each Selling Stockholder at any time during which a Prospectus relating to the
offering of the Registrable Shares is required to be delivered under the Securities Act (and until
the closing of the offering of any shares thereby) of the occurrence of any event as a result of
which any Prospectus contains an untrue statement of material fact, or omits any material fact
necessary to make the statements that were made not misleading in light of the circumstances under
which they were made, and at the request of any Selling Stockholder, use commercially reasonable
efforts to prepare and file a supplement or amendment to such Prospectus so that, as thereafter
supplemented and/or amended, such Prospectus will not contain an untrue statement of material fact,
or omit any material fact necessary to make the statements that were made not misleading in light
of the circumstances under which they were made
(e) use its best efforts to register or qualify the Registrable Shares covered by the
Registration Statement under the securities or Blue sky laws of such states as the Company
reasonably determines; provided, however, that the Company shall not be required in
connection with this paragraph (e) to qualify as a foreign corporation or to execute a general
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consent to service of process in any jurisdiction or to amend its organizational documents in
a manner that the Board of Directors determines is inadvisable;
(f) cause all such Registrable Shares to be listed on each securities exchange or automated
quotation system on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all such Registrable Shares not later than the
effective date of such Registration Statement;
(h) make available for inspection by the Selling Stockholders, any managing underwriter
participating in any disposition pursuant to such Registration Statement, and any attorney or
accountant or other agent retained by any such underwriter or selected by the Selling Stockholders,
all financial and other records, pertinent corporate documents and properties of the Company and
cause the Company’s officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney, accountant or agent in
connection with such Registration Statement;
(i) notify each Selling Stockholder, promptly after it shall receive notice thereof, of the
time when such Registration Statement has become effective or a supplement to any Prospectus
forming a part of such Registration Statement has been filed;
(j) promptly notify each Selling Stockholder of any (i) request by the Commission for any
amendment or supplement to the Prospectus or for any additional information, (ii) notification to
the Company by the Commission of its initiation of any proceeding with respect to the issuance by
the Commission of any stop order suspending the effectiveness of any Registration Statement or
(iii) receipt by the Company from the Commission or any state securities authority of any
notification with respect to the suspension of the qualification of any Registrable Securities for
sale under the applicable securities or blue sky laws of any jurisdiction; and
(k) in the event of an underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering.
2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all
registrations under this Agreement, including (without limitation) all registration, filing, and
qualification fees, printers and accounting fees relating or apportionable thereto.
2.4 Indemnification and Contribution.
(a) In the event of any registration of any of the Registrable Shares under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless to the fullest extent
permitted by law each Selling Stockholder, each underwriter of such Registrable Shares, and each
other person, if any, who controls such Selling Stockholder or underwriter within the meaning of
the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which such Selling Stockholder, underwriter or
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controlling person may become subject under the Securities Act, the Exchange Act, state
securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement under which such
Registrable Shares were registered under the Securities Act, any preliminary prospectus or
Prospectus contained in the Registration Statement, any Free Writing Prospectus, or any amendment
or supplement to any of the foregoing, (ii) the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any state securities law or any rule or regulation promulgated under the Securities Act, the
Exchange Act or any state securities law in connection with the Registration Statement or the
offering contemplated thereby; and the Company will reimburse such Selling Stockholder, underwriter
and each such controlling person for any legal or any other expenses reasonably incurred by such
Selling Stockholder, underwriter or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such loss, claim,
damage, expense or liability arises out of or is based upon any untrue statement or omission made
in such Registration Statement, preliminary prospectus, Prospectus or Free Writing Prospectus, or
any such amendment or supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such Selling Stockholder, underwriter or controlling
person specifically for inclusion therein.
(b) In the event of any registration of any of the Registrable Shares under the Securities Act
pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and
hold harmless to the fullest extent permitted by law the Company, each of its directors and
officers and each underwriter (if any) and each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses,
claims, damages or liabilities, joint or several, to which the Company, such directors and
officers, underwriter or controlling person may become subject under the Securities Act, Exchange
Act, state securities or Blue sky laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in any Registration Statement under which
such Registrable Shares were registered under the Securities Act, any preliminary prospectus,
Prospectus or Free Writing Prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or (ii) any omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading, if and to the extent (and only to the extent) that the statement or omission was made
in reliance upon and in conformity with information relating to such Selling Stockholder furnished
in writing to the Company by such Selling Stockholder specifically for inclusion in such
Registration Statement, preliminary prospectus, Prospectus, amendment, supplement or Free Writing
Prospectus; provided, however, that the obligations of a Selling Stockholder
hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of
Registrable Shares sold in connection with such registration.
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(c) Each Indemnified Party shall give notice to the Indemnifying Party promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense
of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld, conditioned or delayed); and, provided, further, that the
failure of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2.4 except to the extent that the
Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in
such defense at such party’s expense; provided, however, that the Indemnifying
Party shall pay such expense if the Indemnified Party reasonably concludes that representation of
such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due
to actual or potential differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding; provided further that in no event
shall the Indemnifying Party be required to pay the expenses of more than one law firm per
jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be
responsible for the expenses of such defense if the Indemnifying Party does not elect to assume
such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except
with the consent of each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or
litigation without the prior written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld, conditioned or delayed.
(d) In order to provide for just and equitable contribution in circumstances for which the
indemnification provided for in this Section 2.4 is due in accordance with its terms, but for any
reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages
and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result
of such losses, claims, damages or liabilities to which such party may be subject in such
proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and
each Selling Stockholder, on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Selling Stockholders shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of material
fact related to information supplied by the Company or a Selling Stockholder and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Selling Stockholders agree that it would not be just
and equitable if contribution pursuant to this Section 2.4(d) were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this Section 2.4(d), (i) in no
case shall any one Selling Stockholder be liable or responsible for any amount in excess of the net
proceeds received by such Selling Stockholder from the offering of Registrable Shares and (ii) the
Company shall be liable and responsible for any amount in excess of the amount of any Selling
Stockholder liability referred to in (i) above;
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provided, however, that no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may be made against
another party or parties under this Section 2.4(d), notify such party or parties from whom
contribution may be sought, but the omission so to notify such party or parties from whom
contribution may be sought shall not relieve such party from any other obligation it or they may
have thereunder or otherwise under this Section 2.4(d). No party shall be liable for contribution
with respect to any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld, conditioned or delayed.
(e) The rights and obligations of the Company and the Selling Stockholders under this Section
2.4 shall survive the termination of this Agreement.
2.5 Information by Holder. Each holder of Registrable Shares included in any
registration shall furnish to the Company such information regarding such holder and the
distribution proposed by such holder as the Company may reasonably request in writing and as shall
be required in connection with any registration, qualification or compliance referred to in this
Agreement.
2.6 Confidentiality of Notices. Any Stockholder receiving any written notice from the
Company regarding the Company’s plans to file a Registration Statement shall treat such notice
confidentially and shall not disclose such information to any person other than as necessary to
exercise its rights under this Agreement.
2.7 Rule 144 Requirements. The Company agrees to:
(a) make and keep current public information about the Company available, as those terms are
understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act; and
(c) furnish to any holder of Registrable Shares upon request (i) a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may reasonably request to
avail itself of any similar rule or regulation of the Commission allowing it to sell any such
securities without registration.
2.8 Form S-3. The Company will use its commercially reasonable efforts to maintain
its eligibility to file a Registration Statement on Form S-3 with the Commission until such time as
the Company’s obligations to register the Registrable Shares under Section 2.1 have been terminated
pursuant to Section 2.9.
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2.9 Termination. All of the Company’s obligations to register Registrable Shares
under Section 2.1 shall terminate upon the earliest of (a) four (4) years following the date of
this Agreement, (b) the date on which no Stockholder holds any Registrable Shares, or (c) a Company
Sale.
3. General.
3.1 Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
3.2 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware (without reference to the conflicts of law provisions
thereof), as to all other matters.
3.3 Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex,
fax or air courier guaranteeing delivery:
| If to the Company: | WCA WASTE CORPORATION | |||||
| 0 Xxxxxxxx, Xxxxx 0000 | ||||||
| Xxxxxxx, XX 00000 | ||||||
| Attn: | Xxx X. Xxxxx, III | |||||
| Phone: | (000) 000-0000 | |||||
| Fax: | (000) 000-0000 | |||||
| With a copy to: | XXXXXXX XXXXX LLP | |||||
| 000 Xxxxxx | ||||||
| Xxxxx 0000 | ||||||
| Xxxxxxx, Xxxxx 00000 | ||||||
| Attn: | Xxxx X. Xxxx | |||||
| Phone: | (000) 000-0000 | |||||
| Fax: | (000) 000-0000 | |||||
or to such other person or address as the Company shall furnish to the Stockholders in
writing;
If to the Stockholders, to the address listed opposite each such Stockholders’ name on
Exhibit A hereto, or to such other person or address as the Stockholders shall furnish to
the Company in writing.
All such notices, requests, demands and other communications shall be deemed to have been duly
given: at the time of delivery by hand, if personally delivered; five (5) Business Days after being
deposited in the mail, postage prepaid, if mailed domestically in the United States (and seven (7)
Business Days if mailed internationally); when answered back, if telexed; when receipt
acknowledged, if telecopied; and on the Business Day for which delivery is guaranteed, if timely
delivered to an air courier guaranteeing such delivery.
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3.4 Complete Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings relating to such subject matter.
3.5 Successors, Assigns and Transferees. This Agreement shall not be assignable or
otherwise transferable by any Stockholder without the prior written consent of the Company, except
for the assignment or transfer of this Agreement along with the transfer of any Registrable Shares
covered hereby to any affiliate, stockholder or member of any Stockholder provided that the Company
is given advance written notice of such transfer.
3.6 Amendments and Waivers. This Agreement may be amended or terminated and the
observance of any term of this Agreement may be waived with respect to all parties to this
Agreement (either generally or in a particular instance and either retroactively or prospectively),
with the written consent of the Company and Stockholders holding Common Stock representing at least
a majority of the voting power of all Common Stock then held by Stockholders. Notwithstanding the
foregoing, this Agreement may not be amended or terminated and the observance of any term hereunder
may not be waived with respect to any Stockholder without the written consent of such Stockholder
unless such amendment, termination or waiver applies to all Stockholders in the same fashion. The
Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder
to any party hereto that did not consent in writing to such amendment, termination or waiver. Any
amendment, termination or waiver effected in accordance with this Section 3.6 shall be binding on
all parties hereto, even if they do not execute such consent. No waivers of or exceptions to any
term, condition or provision of this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, condition or provision.
3.7 Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.
3.8 Counterparts; Facsimile Signatures. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of which together shall
constitute one and the same document. This Agreement may be executed by facsimile signatures.
3.9 Section Headings and References. The section headings are for the convenience of
the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of
the parties. Any reference in this agreement to a particular section or subsection shall refer to
a section or subsection of this Agreement, unless specified otherwise.
*****
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IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as
of the date first written above.
| COMPANY: WCA WASTE CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxx | |||
| Name: | Xxxxxxx X. Xxx | |||
| Title: | Vice President and General Counsel | |||
| STOCKHOLDERS: LIVE EARTH FUNDING, LLC |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | President | |||
| HBK MASTER FUND L.P. By: HBK Services LLC, Investment Advisor |
||||
| By: | /s/ X. Xxxxx Xxxxxx, Jr. | |||
| Name: | X. Xxxxx Xxxxxx, Jr. | |||
| Title: | Authorized Signatory | |||
| XXXXXXX GLOBAL LOAN INVESTORS, LTD. |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Director | |||
Registration Rights Agreement Signature Page
| XXXXXXX NATIONAL LOAN INVESTORS, LTD. By: Fortress Value Recovery CM LLC, its collateral manager |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Chief Administrative Officer | |||
| XXXXX XXXXXXX-XXXXX |
||||
| By: | /s/ Xxxxx Xxxxxxx-Xxxxx | |||
| Xxxxx Xxxxxxx-Xxxxx | ||||
Registration Rights Agreement Signature Page
| LIVE EARTH LLC |
||||
| By: | /s/ Xxxxxxxxxxx X. Valerian | |||
| Name: | Xxxxxxxxxxx X. Valerian | |||
| Title: | President | |||
| /s/ Xxxxxx X. XxXxxxx | ||||
| Xxxxxx X. XxXxxxx | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| XXXXXXX X. SKODA REVOCABLE TRUST |
||||
| /s/ Xxxxxxx X. Skoda | ||||
| Xxxxxxx X. Skoda, its Trustee | ||||
| XXXXXXXX X. SKODA REVOCABLE TRUST |
||||
| /s/ Xxxxxxxx X. Skoda | ||||
| Xxxxxxxx X. Skoda, its Trustee | ||||
Registration Rights Agreement Signature Page
| /s/ Roswell X. Xxxxx | ||||
| Roswell X. Xxxxx as trustee of the Revocable | ||||
| Trust of Roswell X. Xxxxx U/A dated April 18, 2007 | ||||
| /s/ Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx X. Xxxxxxx | ||||
| /s/ Xxxxxxx X. Xxxx, Xx. | ||||
| Xxxxxxx X. Xxxx, Xx. | ||||
| /s/ Xxxxxxx X. Xxxxx, Xx. | ||||
| Xxxxxxx X. Xxxxx, Xx. | ||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx X. Xxxxxxx | ||||
| /s/ Xxxx Xxxxx Xxxxxxx | ||||
| Xxxx Xxxxx Xxxxxxx | ||||
| /s/ Xxxxxxxx X. Xxxxx | ||||
| Xxxxxxxx X. Xxxxx | ||||
| /s/ Xxxxxx X. Xxxxxxxxxx | ||||
| Xxxxxx X. Xxxxxxxxxx | ||||
| Meritage Ventures LLC |
||||
| /s/ Xxxxx X. Xxxxx | ||||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Member | |||
Registration Rights Agreement Signature Page
| Tower 1 Partnership LLC |
||||
| /s/ Xxxxxx X. XxXxxxx | ||||
| /s/ Xxxxxxxxxx X. Valerian | ||||
| Xxxxxxxxxxx X. Valerian | ||||
| /s/ Xxxxxxx X. Xxxxx | ||||
| Xxxxxxx X. Xxxxx | ||||
Registration Rights Agreement Signature Page
Exhibit A
List of Stockholders
| NAME | ADDRESS | |
Live Earth Funding LLC
|
0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000 |
|
HBK Master Fund L.P., or its designee
|
0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000-0000 |
|
Xxxxxxx Global Loan Investors, Ltd., or its
designee
|
1345 Avenue of the Americas —
00xx Xxxxx Xxx Xxxx, XX 00000 |
|
Xxxxxxx National Loan Investors, Ltd., or
its designee
|
1345 Avenue of the Americas —
00xx Xxxxx Xxx Xxxx, XX 00000 |
|
Xxxxx Xxxxxxx-Xxxxx
|
00 Xxxxxxxxx xx Xxxxxx XX 00000 Xxxxxx |
|
Live Earth LLC
|
0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000 |
|
Xxxxxx X. XxXxxxx
|
0000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxx Xxxxxxx, Xxxx 00000 |
|
Xxxxxx X. Xxxxx
|
00000 Xxxxxxx Xxxxx, Xxxxx, XX 00000 |
|
Xxxxxxx X. Skoda Revocable Trust, Xxxxxxx X. Skoda, its Trustee |
00000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 |
|
Xxxxxxxx X. Skoda Revocable Trust, Xxxxxxxx
X. Skoda, its Trustee
|
00000 Xxxxxxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000 |
|
Roswell X. Xxxxx as trustee of the Revocable
Trust of Roswell X. Xxxxx U/A dated April
18, 2007
|
0000 Xxxxxx Xxxx, Xxxxxxxxxxx, XX 00000 |
|
A-1
| NAME | ADDRESS | |
Xxxxxx X. Xxxxxxx
|
000 Xxxxx Xxxx Xxxxxx, #000, Xxxxxxxx, XX 00000 |
|
Xxxxxxx X. Xxxxxxx
|
0000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 |
|
Xxxxxxx X. Xxxx, Xx.
|
0000 Xxxx Xxxx Xxxxxxx Xxxx, Xxxxxx, XX 00000 |
|
Xxxxxxx X. Xxxxx, Xx.
|
00 Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000 |
|
Xxxxxxx X. Xxxxxxx
|
0000 Xxxxxx Xxxxxx Xxxxx X., Xxxxxxxxx, XX 00000 |
|
Xxxx Xxxxx Xxxxxxx
|
000 Xxxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 |
|
Xxxxxxxx X. Xxxxx
|
0000 Xxxxxxx Xxxx, Xxxxx Xxxxxxxx, XX 00000 |
|
Xxxxxx X. Xxxxxxxxxx
|
000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxx, XX 00000 |
|
Meritage Ventures LLC
|
0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 |
|
Tower 1 Partnership LLC
|
0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxxxx, XX 00000 |
|
Xxxxxxxxxxx X. Valerian
|
0000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx, XX 00000 |
|
Xxxxxxx X. Xxxxx
|
00000 Xxxxxx Xxxxx Xxxx, #000, Xxxxx Xxxxx, XX 00000 |
A-2
