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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of June 23, 1998, between Synagro Technologies, Inc., a Delaware
corporation ("Synagro"), and Xxxxx X. Xxxxxxx ("Xxxxxxx"), Xxxxxx X. Xxxxxxxx
("Xxxxxxxx") and Xxxx X. Xxxxxxx ("Xxxxxxx," and, collectively with Xxxxxxx and
Xxxxxxxx, the "Stockholders").
WHEREAS, pursuant to (i) that certain Plan and Agreement of Merger, dated
June 23, 1998, among Synagro, Synagro Sub Corp, Wisconsin, Inc., a Wisconsin
corporation ("Wisconsin Sub Corp."), A&J Cartage, Inc., a Wisconsin corporation
("A&J"), and Xxxxxxx; (ii) that certain Plan and Agreement of Merger, dated
June 23, 1998, among Synagro, Synagro Sub Corp. Michigan, Inc., a Michigan
corporation ("Michigan Sub Corp."), Michigan Organic Resources, Inc., a
Michigan corporation ("MORI"), and Stockholders; and (iii) that certain Plan
and Agreement of Merger, dated June 23, 1998, among Synagro, Synagro Sub
Florida, Inc., a Florida corporation ("Florida Sub Corp."), A&J Cartage, Inc.
Southeast, a Florida corporation ("A&J Southeast"), Xxxxxxx and Xxxxxxx
(collectively, the "Merger Agreements"), the Stockholders have received on the
date hereof an aggregate of 1,612,533 shares of common stock, par value $.002
per share, of Synagro ("Common Stock"), the resale of which by the Stockholders
have not been registered pursuant to the Securities Act (as hereinafter
defined; said shares being "Unregistered Common Stock"); and
WHEREAS, in order to induce the Stockholders to enter into the Merger
Agreements, Synagro has agreed to provide registration rights on the terms set
forth in this Agreement for the benefit of the Stockholders;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Definitions. The following capitalized terms shall have the
meanings assigned to them in this Section 1 or in the parts of this Agreement
referred to below:
Code: the Internal Revenue Code of 1986, as amended, and any
successor thereto.
Commission: the Securities and Exchange Commission, and
any successor thereto.
Exchange Act: the Securities Exchange Act of 1934, as amended, and
any successor thereto, and the rules and regulations thereunder.
Exempt Offering: as defined in Section 2.
Registrable Common: shares of Unregistered Common Stock that were
issued and received by the Stockholders on the date hereof, pursuant to
the Merger Agreements and any additional shares of Common Stock issued or
distributed in respect of any other shares of Registrable Common by way
of a stock dividend or distribution or stock split or in connection with
a combination of shares, recapitalization, reorganization, merger,
consolidation or otherwise. For purposes of this Agreement, shares of
Registrable Common
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will cease to be Registrable Common when and to the extent that (i) a
registration statement covering such shares has been declared effective
under the Securities Act and such shares have been disposed of pursuant
to such effective registration statement, (ii) such shares are sold
pursuant to Rule 144 or become saleable under Rule 144(k), or (iii) such
shares have been otherwise transferred to any person or entity other
than the Stockholders, other than pursuant to Section 10.
Registration Notice: as defined in Section 2.
Rule 144: Securities Act Rule 144 (or any similar or
successor provision under the Securities Act).
Securities Act: the Securities Act of 1933, as amended, and
any successor thereto, and the rules and regulations thereunder.
2. Piggyback Registration Rights. Each time that Synagro
proposes to register any Common Stock for its own account under the Securities
Act for a public offering for cash, other than a registration relating to the
offering or issuance of shares in connection with (i) employee compensation or
benefit plans or (ii) one or more acquisition transactions under a Registration
Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to
Form S-4 or Form S-1) (any such offering or issuance being an "Exempt
Offering"), Synagro will give the Stockholders written notice of its intent to
do so (a "Registration Notice") at least 20 days prior to the filing of the
related registration statement with the Commission. Such notice shall specify
the approximate date on which Synagro proposes to file such registration
statement and shall contain a statement that the Stockholders are entitled to
participate in such offering and shall set forth the number of shares of
Registrable Common that represents the best estimate of the lead managing
underwriter (or if not known or applicable, Synagro) that will be available for
sale by the Stockholders in the proposed offering. If Synagro shall have
delivered a Registration Notice, the Stockholders shall be entitled to
participate on the same terms and conditions as Synagro in the public offering
to which the Registration Notice relates (except that the underwriter shall
have no over-subscription rights on the Registrable Common) and to offer and
sell shares of Registrable Common therein only to the extent provided in this
Section 2. The Stockholders shall notify Synagro no later than ten days
following receipt of the Registration Notice of the aggregate number of shares
of Registrable Common that the Stockholders then desires to sell in the
offering. The Stockholders may include shares of Registrable Common in the
registration statement relating to the offering, to the extent that the
inclusion of such shares shall not reduce the number of shares of Common Stock
to be offered and sold by Synagro to be included therein. If the lead managing
underwriter selected by Synagro for a public offering (or, if the offering is
not underwritten, a financial advisor to Synagro) determines that marketing
factors require a limitation on the number of shares of Registrable Common to
be offered and sold in such offering, there shall be included in the offering
only that number of shares of Registrable Common, if any, requested to be
included in the offering that such lead managing underwriter or financial
advisor, as the case may be, reasonably and in good faith believes will not
jeopardize the success of the offering; and provided, further, that to the
extent the lead managing underwriter or the financial advisor limits the number
of Shares of Registerable Common to be offered and sold in an offering, the
Registrable Common to be included
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in such offering shall be included on a pro rata basis with other holders
having comparable rights under agreements similar to this Agreement.
3. Registration Procedures. In connection with registrations
under Section 2, and subject to the terms and conditions contained therein,
Synagro shall (a) use its best efforts to prepare and file with the Commission
as soon as reasonably practicable after giving a Registration Notice (but not
less than 20 days after giving such notice), a registration statement with
respect to the Registrable Common and use its best efforts to cause such
registration to promptly become and remain effective for a period of at least
120 days (or such shorter period during which the Stockholder shall have sold
all Registrable Common, as limited by Section 2 hereof, which it requested to
be registered); (b) prepare and file with the Commission such amendments
(including post-effective amendments) to such registration statement and
supplements to the related prospectus to reflect appropriately the plan of
distribution of the securities registered thereunder until the completion of
the distribution contemplated by such registration statement or for so long
thereafter as a dealer is required by law to deliver a prospectus in connection
with the offer and sale of the shares of Registrable Common covered by such
registration statement and/or as shall be necessary so that neither such
registration statement nor the related prospectus shall contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
so that such registration statement and the related prospectus will otherwise
comply with applicable legal requirements; (c) provide to the Stockholders and
their counsel, which counsel shall be reasonably satisfactory to Synagro, an
opportunity to review and provide comments with respect to such registration
statement (and any post- effective amendment thereto) prior to such
registration statement (or post-effective amendment) becoming effective; (d)
use its best efforts to register and qualify the Registrable Common covered by
such registration statement under applicable securities or "Blue Sky" laws of
such jurisdictions as the Stockholders shall reasonably request for the
distribution of the Registrable Common; (e) take such other actions as are
reasonable and necessary to comply with the requirements of the Securities Act;
(f) furnish such number of prospectuses (including preliminary prospectuses)
and documents incident thereto as the Stockholders from time to time may
reasonably request; (g) provide to the Stockholder and any managing underwriter
participating in any distribution thereof, and to any attorney, accountant or
other agent retained by the Stockholders or managing underwriter, reasonable
access to appropriate officers and directors of Synagro to ask questions and to
obtain information reasonably requested by the Stockholders, managing
underwriter, attorney, accountant or other agent in connection with such
registration statement or any amendment thereto; provided, however, that (i) in
connection with any such access or request, any such requesting persons shall
cooperate to the extent reasonably practicable to minimize any disruption to
the operation by Synagro of its business and (ii) any records, information or
documents shall be kept confidential by such requesting persons, unless (A)
such records, information or documents are in the public domain or otherwise
publicly available or (B) disclosure of such records, information or documents
is required by court or administrative order or by applicable law (including,
without limitation, the Securities Act); (h) notify the Stockholders and the
managing underwriters participating in the distribution pursuant to such
registration statement promptly (i) when Synagro is informed that such
registration statement or any post-effective amendment to such registration
statement becomes effective, (ii) of any request by the Commission for an
amendment or any supplement to such registration statement or any related
prospectus, (iii) of the issuance by the Commission of any stop order
suspending the
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effectiveness of such registration statement or of any order preventing or
suspending the use of any related prospectus or the initiation or threat of any
proceeding for that purpose, (iv) of the suspension of the qualification of any
shares of Registrable Common included in such registration statement for sale
in any jurisdiction or the initiation or threat of a proceeding for that
purpose, (v) of any determination by Synagro that any event has occurred which
makes untrue any statement of a material fact made in such registration
statement or any related prospectus or which requires the making of a change in
such registration statement or any related prospectus in order that the same
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (vi) of the completion of the distribution
contemplated by such registration statement if it relates to an offering by
Synagro; (i) in the event of the issuance of any stop order suspending the
effectiveness of such registration statement or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any shares of Registrable Common included in such registration statement for
sale in any jurisdiction, use reasonable efforts to obtain its withdrawal; (j)
otherwise use reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, but not later than fifteen months after the
effective date of such registration statement, an earnings statement covering
the period of at least twelve months beginning with the first full fiscal
quarter after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11 (a) of the Securities Act;
(k) use reasonable diligence to cause all shares of Registrable Common included
in such registration statement to be listed on any securities exchange
(including, for this purpose, the Nasdaq Small-Cap Market) on which the Common
Stock is then listed at the initiation of Synagro; (l) use reasonable diligence
to obtain an opinion from legal counsel (which may include any General Counsel
of Synagro) in customary form and covering such matters of the type customarily
covered by opinions as the underwriters, if any, may reasonably request; (m)
provide a transfer agent and registrar for all such Registrable Common not
later than the effective date of such registration statement; (n) enter into
such customary agreements (including an underwriting agreement in customary
form) as the underwriters, if any, may reasonably request in order to expedite
or facilitate the disposition of such shares of Registrable Common; and (o) use
reasonable diligence to obtain a "comfort letter" from Synagro's independent
public accountants in customary form and covering such matters of the type
customarily covered by comfort letters as the underwriters, if any, may
reasonably request. As used in this Section 3 and elsewhere herein, the term
"underwriters" does not include the Stockholders.
4. Underwriting Agreement. In connection with each registration
pursuant to Section 2 covering an underwritten registered public offering,
Synagro and the Stockholders agree to enter into a written agreement with the
managing underwriter in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of Synagro's size and investment stature, including
provisions for indemnification by Synagro and the Stockholders as more fully
described in Section 11.
5. Availability of Rule 144. Notwithstanding anything contained
herein to the contrary, (including Section 2), Synagro shall not be obligated
to register shares of Registrable Common held by the Stockholders when the
resale provisions of Rule 144(k) are available to the Stockholders or the
Stockholders is otherwise entitled to sell the shares of Registrable Common
held by them in a
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brokerage transaction without registration under the Securities Act and without
limitation as to volume or manner of sale or both. In addition, the
Stockholders agree to give at least ten days prior written notice to the
Company before selling any shares of Registrable Common pursuant to Rule 144.
6. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit
the sale of the shares of Registrable Common held by the Stockholders to the
public without registration, Synagro agrees to:
(a) make and keep public information available (as those
terms are understood and defined in Rule 144) at all times from and
after 90 days following the effective date of the registration
statement;
(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of Synagro
under the Securities Act and the Exchange Act at any time that it is
subject to such reporting requirements;
(c) so long as the Stockholders own any shares of
Registrable Common, furnish to the Stockholders forthwith upon request
a written statement by Synagro as to its compliance with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act (at
any time that it is subject to such reporting requirements), a copy of
the most recent annual or quarterly report of Synagro, and such other
reports and documents filed in accordance with such reporting
requirements as the Stockholders may reasonably request in availing
themselves of any rule or regulation of the Commission allowing the
Stockholders to sell any such securities without registration; and
(d) if required by the transfer agent and registrar for
the Common Stock, use reasonable diligence to obtain an opinion from
legal counsel (which may include any General Counsel of Synagro)
addressed to such transfer agent and registrar, with respect to any
sale of shares of Registerable Common pursuant to Rule 144 (or, at the
option of Synagro, pay the reasonable fees and expenses of legal
counsel retained by the Stockholder to provide such an opinion).
7. Market Standoff. In consideration of the granting to the
Stockholders of the registration rights pursuant to this Agreement, the
Stockholders agree that, for so long as the Stockholders hold shares of
Registrable Common, except as permitted by Section 2, the Stockholders will not
sell, transfer or otherwise dispose of, including, without limitation, through
put or short sale arrangements, shares of Common Stock in the ten days prior to
the effectiveness of any registration (other than relating to an Exempt
Offering) of Common Stock for sale to the public and for up to 90 days
following the effectiveness of such registration (other than relating to an
Exempt Offering).
8. Registration Expenses. All expenses incurred in connection
with any registration, qualification and compliance under this Agreement,
including, without limitation, all registration, filing, qualification, legal,
printing and accounting fees, shall be borne by Synagro, except that all
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fees of counsel, accountants and consultants, acting on behalf of the
Stockholders ("Stockholder Consultant Fees") shall be borne by the
Stockholders. All underwriting commissions and discounts applicable to shares
of Registrable Common included in the registrations under this Agreement shall
be borne by the Stockholders. Subject to the foregoing, all expenses incident
to Synagro's performance of or compliance with this Agreement, including,
without limitation, all filing fees, fees and expenses of compliance with
securities or Blue Sky laws (including, without limitation, fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Common), printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
Synagro's officers and employees performing legal or accounting duties), the
fees and expenses applicable to shares of Registrable Common included in
connection with the listing of the securities to be registered on each
securities exchange (including, for this purpose, the Nasdaq Small-Cap Market)
on which similar securities issued by Synagro are then listed at the initiation
of Synagro, registrar and transfer agents' fees and fees and disbursements of
counsel for Synagro and its independent certified public accountants,
securities act liability insurance of Synagro and its officers and directors
(if Synagro elects to obtain such insurance), the fees and expenses of any
special experts retained by Synagro in connection with such registration and
fees and expenses of other persons retained by Synagro and incurred in
connection with each registration hereunder (but not including, without
limitation, any underwriting fees, discounts or commissions attributable to the
sale of Registrable Common, Stockholder Consultant Fees and transfer taxes, if
any), will be borne by Synagro.
9. Participation in Underwritten Registrations. The Stockholders
may not participate in any underwritten registration hereunder unless they (a)
agree to sell the Registrable Common held by them on the basis provided in any
underwriting arrangements approved by Synagro's authorized officers and (b)
complete and execute all questionnaires, powers of attorney, custody
agreements, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
10. Transfer of Registration Rights; Additional Grants of
Registration Rights. The registration rights provided to the Stockholders
under Section 2 hereof shall be available, at the option of the Stockholders,
to subsequent holders of the Registrable Common Stock. Each such subsequent
holder entitled to registration rights under this Agreement shall be bound by
the terms and subject to the obligations of this Agreement as if it were an
original signatory hereto. Nothing herein shall limit the ability of Synagro
to grant to any person or entity any registration or similar rights in the
future with respect to Common Stock or other securities of Synagro. In the
event Synagro commences a public offering in which Stockholder and other
holders of Common Stock have a right to participate and the lead managing
underwriter or financial advisor, as applicable, limits the number of shares of
Common Stock to be offered and sold in such offering, the number of shares of
Registrable Common and Common Stock to be offered and sold by Stockholders and
the other participating stockholders, respectively, shall be allocated among
the Stockholders and participating stockholders on a pro rata basis based on
their holdings of Registrable Common and Common Stock, respectively, in
accordance with the last sentence of Section 2.
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11. Indemnification and Contribution.
(a) Indemnification by the Company. To the extent
permitted by law, Synagro agrees to indemnify and hold harmless the
Stockholders, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable legal expenses) arising
out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or
prospectus relating to the Registrable Common or in any amendment or
supplement thereto or in any related preliminary prospectus, or
arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of, or are
based upon, any such untrue statement or omission or allegation
thereof based upon information furnished in writing to Synagro by the
Stockholders or on the Stockholders' behalf expressly for use therein.
In connection with an underwritten offering of shares of Registrable
Common, Synagro will indemnify any underwriters of the Registrable
Common, their partners, officers and directors and each person who
controls such underwriters (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) on substantially
the same basis as that of the indemnification of the Stockholder
provided in this Section 11(a). Notwithstanding the foregoing,
Synagro's indemnification obligations with respect to any preliminary
prospectus shall not inure to the benefit of the Stockholder or
underwriter with respect to any loss, claim, damage, liability (or
actions in respect thereof) or expense arising out of or based on any
untrue statement or alleged untrue statement or omission or alleged
omission to state a material fact in such preliminary prospectus, in
any case where (i) a copy of the prospectus used to confirm sales of
shares of Registrable Common was sent or given to the person asserting
such loss, claim, damage or liability at or prior to the written
confirmation of the sale to such person and (ii) such untrue statement
or alleged untrue statement or omission or alleged omission was
corrected in such prospectus.
(b) Conduct of Indemnification Proceedings. Promptly
after receipt by the Stockholders of notice of any claim or the
commencement of any action or proceeding brought or asserted against
the Stockholders in respect of which indemnity may be sought from
Synagro, the Stockholders shall notify Synagro in writing of the claim
or the commencement of that action or proceeding; provided, however,
that the failure to so notify Synagro shall not relieve Synagro from
any liability that it may have to the Stockholders otherwise than
pursuant to the indemnification provisions of this Agreement. If any
such claim or action or proceeding shall be brought against the
Stockholders and the Stockholders shall have duly notified Synagro
thereof, Synagro shall have the right to assume the defense thereof,
including the employment of counsel. The Stockholders shall have the
right to employ separate counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Stockholders unless (i) Synagro has
agreed to pay such fees and expenses or (ii) the named parties to any
such action or proceeding include both the Stockholders and Synagro,
and the Stockholders shall have been advised by counsel that there may
be one or more legal defenses available to the Stockholders which are
different from or additional to those available to Synagro, in which
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case, if the Stockholders notify Synagro in writing that they elect to
employ separate counsel at the expense of Synagro, Synagro shall not
have the right to assume the defense of such action or proceeding on
behalf of the Stockholders; it being understood, however, that Synagro
shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings
in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel)
at any time for the Stockholders. Synagro shall not be liable for any
settlement of any such action or proceeding effected without
Synagro's written consent.
(c) Indemnification by Stockholders. In connection with
any registration in which the Stockholders are participating, the
Stockholders will furnish to Synagro in writing such information and
affidavits as Synagro reasonably requests for use in connection with
any related registration statement or prospectus. To the extent
permitted by law, the Stockholders agrees to indemnify and hold
harmless Synagro, its directors and officers who sign the registration
statement relating to shares of Registrable Common offered by the
Stockholders and each person, if any, who controls Synagro within the
meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from
Synagro to the Stockholders, but only with respect to information
concerning the Stockholders furnished in writing by the Stockholders
or on the Stockholders' behalf expressly for use in any registration
statement or prospectus relating to shares of Registrable Common
offered by the Stockholders, or any amendment or supplement thereto,
or any related preliminary prospectus. In case any action or
proceeding shall be brought against Synagro or its directors or
officers, or any such controlling person, in respect of which
indemnity may be sought against the Stockholders, the Stockholders
shall have the rights and duties given to Synagro, and Synagro or its
directors or officers or such controlling persons shall have the
rights and duties given to the Stockholders, by the preceding
paragraph. The Stockholders also agree to indemnify and hold harmless
any underwriters of the Registrable Common, their partners, officers
and directors and each person who controls such underwriters (within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act) on substantially the same basis as that of the
indemnification of Synagro provided in this Section 11(c).
Notwithstanding anything to the contrary herein, in no event shall the
amount paid or payable by the Stockholders under this Section 11(c)
exceed the amount of proceeds received by the Stockholders from the
offering of the Registrable Common.
(d) Contribution. If the indemnification provided for in
this Section 11 is unavailable to any indemnified party in respect of
any losses, claims, damages, liabilities or expenses referred to
herein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the
indemnified parties in connection with the actions that resulted in
such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by
reference to, among other
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things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by
such indemnified party or indemnified parties and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action. Synagro and the Stockholder agree
that it would not be just and equitable if contribution pursuant to
this Section 11(d) were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in this Section 11(d). 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. If
indemnification is available under this Section 11, the indemnifying
parties shall indemnify each indemnified party to the full extent
provided in Sections 11(a) and (c) without regard to the relative
fault of said indemnifying party or indemnified party or any other
equitable consideration provided for in this Section 11(d).
12. Miscellaneous
(a) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by written instrument
signed by the parties hereto.
(b) Notices. All notices and other communications
provided for or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by
telex or telecopy, or registered or certified mail (return receipt
requested), postage prepaid, or courier to the parties at the
following addresses (or at such other address for any party as shall
be specified by like notice), provided that notices of a change of
address shall be effective only upon receipt thereof. Notices sent by
mail shall be effective upon receipt thereof by the addressee, notices
sent by telecopier shall be effective when receipt is acknowledged,
and notices sent by courier guaranteeing next day delivery shall be
effective on the next business day after timely delivery by the
courier. Notices shall be sent to the following addresses:
(i) if to the Stockholders, at the following
addresses:
Xxxxx X. Xxxxxxx
c/o A&J Cartage, Inc.
0000 Xxxxx 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
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Xxxxxx X. Xxxxxxxx
c/o A&J Cartage, Inc.
0000 Xxxxx 0xx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Xxxx X. Xxxxxxx
000 Xxxxxxx Xxxx Xxxx, Xxxxx X
Xxxxx Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with copies to:
Domnitz, Mawicke, Goisman &
Xxxxxxxxx, S.C.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(ii) if to Synagro, at the following address:
Synagro Technologies, Inc.
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with copies to: Xxxxxx & Xxxxxx, L.L.P.
000 Xxxxxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: T. Xxxxxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(c) Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the parties and their respective
successors and assigns.
(d) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.
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(e) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(f) Section References. Unless the context requires
otherwise, references in this Agreement to "Sections" are to Sections
of this Agreement.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT
STATE.
(h) Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein
shall not be in any way impaired thereby, it being intended that all
the rights and privileges of the Stockholder shall be enforceable to
the fullest extent permitted by law.
(i) Entire Agreement; Termination. This Agreement is
intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter. This Agreement, except the provisions of Section 11 (which
shall survive until the expiration of the applicable statutes of
limitations) and this Section 12, shall terminate and be of no further
force or effect when all of the Common Stock delivered to the
Stockholders ceases to be Registrable Common.
11
12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SYNAGRO TECHNOLOGIES, INC.
By:
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Name:
-----------------------------
Title:
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Xxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxx
12
