Synagro Technologies, Inc. 17,129,710 Shares Common Stock UNDERWRITING AGREEMENT dated May 10, 2006 Banc of America Securities LLCUnderwriting Agreement • May 11th, 2006 • Synagro Technologies Inc • Refuse systems • New York
Introductory. Synagro Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Banc of America Securities LLC (the “Underwriter”) an aggregate of 2,000,000 shares of its Common Stock, par value $0.002 per share (the “Common Stock”); and the stockholders of the Company named in Schedule A (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriter an aggregate of 15,129,710 shares of Common Stock. The 2,000,000 shares of Common Stock to be sold by the Company and the 15,129,710 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 2,000,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares.”
