0000950144-06-010567 Sample Contracts

Annex C FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 9th, 2006 • Waste Services, Inc. • Refuse systems • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________________, 200_____ by and between Waste Services, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and the party identified as an Investor on the signature page hereto (the “Investor”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 9th, 2006 • Waste Services, Inc. • Refuse systems • Delaware

This SUBSCRIPTION AGREEMENT, dated as of November 8, 2006 (the “Agreement”), by and among Waste Services, Inc. (the “Company”), a corporation incorporated under the laws of the State of Delaware, and the persons listed on Annex A hereto (each individually an “Investor” and together the “Investors”).

EXCHANGE AND REDEMPTION AGREEMENT
Exchange and Redemption Agreement • November 9th, 2006 • Waste Services, Inc. • Refuse systems • Delaware

This EXCHANGE AND REDEMPTION AGREEMENT, dated as of November 8, 2006 (the “Agreement”), by and among Waste Services, Inc. (the “Company”), a corporation incorporated under the laws of the State of Delaware, and Kelso Investment Associates VI, L.P., a Delaware limited partnership (“KIA”) and KEP VI, LLC, a Delaware limited liability company (“KEP” and together with KIA, the “Holders”).

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