-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JyESB9vXypVq+N1SHMbgE7ORiKZtAFdii/6FBRncfgcK1Wj77W4/Xd9LXG6fY2HS xSwFIgqh0jORIQsLZHW+6Q== 0001123292-06-000641.txt : 20061113 0001123292-06-000641.hdr.sgml : 20061110 20061113130508 ACCESSION NUMBER: 0001123292-06-000641 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 GROUP MEMBERS: CHARLES E. MCCARTHY GROUP MEMBERS: CHRISTIAN PUSCASIU GROUP MEMBERS: HENRY J. LAWLOR, JR. GROUP MEMBERS: KEVIN A. RICHARDSON. II GROUP MEMBERS: MURRAY A. INDICK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WASTE SERVICES, INC. CENTRAL INDEX KEY: 0001065736 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57445 FILM NUMBER: 061207278 BUSINESS ADDRESS: STREET 1: 1122 INTERNATIONAL BLVD., SUITE 601 CITY: BURLINGTON STATE: A6 ZIP: L7L 6Z8 BUSINESS PHONE: 9053191237 MAIL ADDRESS: STREET 1: 1122 INTERNATIONAL BLVD., SUITE 601 CITY: BURLINGTON STATE: A6 ZIP: L7L 6Z8 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL ENVIRONMENTAL RESOURCE INC DATE OF NAME CHANGE: 19990421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prides Capital Partners, LLC CENTRAL INDEX KEY: 0001295315 IRS NUMBER: 200654530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 HIGH STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 778 9200 MAIL ADDRESS: STREET 1: 200 HIGH STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 wsiisc13d111006.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)

Under the Securities Exchange Act of 1934

WASTE SERVICES, INC.

------------------------------------------

(Name of Issuer)

COMMON STOCK, $.01 par value

-------------------------------------

(Title of Class of Securities)

941075103

---------

(CUSIP Number)

Murray A. Indick

Prides Capital Partners, L.L.C.

200 High Street, Suite 700

Boston, MA 02110

(617) 778-9200

-------------------

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 8, 2006

-----------------

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box o.

*The remainder of this cover page shall be filled out for a reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 941075103 SCHEDULE 13D

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1. NAME OF REPORTING PERSON

Prides Capital Partners, L.L.C.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

20-0654530

-----------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4.	SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032 **

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9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032 **

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032 **

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%**

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14.	TYPE OF REPORTING PERSON

OO (Limited Liability Company)

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

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1. NAME OF REPORTING PERSON

Kevin A. Richardson, II

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4.	SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032**

-----------------------------------------------------------------------

9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032 **

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032**

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%**

-----------------------------------------------------------------------

14.	TYPE OF REPORTING PERSON

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

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1. NAME OF REPORTING PERSON

Henry J. Lawlor, Jr.

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4. SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032**

-----------------------------------------------------------------------

9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032 **

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032**

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%**

-----------------------------------------------------------------------

14.	TYPE OF REPORTING PERSON

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

-----------------------------------------------------------------------

1. NAME OF REPORTING PERSON

Murray A. Indick

-----------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4.	SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032**

-----------------------------------------------------------------------

9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032**

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032**

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%**

-----------------------------------------------------------------------

14. TYPE OF REPORTING PERSON

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

-----------------------------------------------------------------------

1. NAME OF REPORTING PERSON

Charles E. McCarthy

-----------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4.	SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032**

-----------------------------------------------------------------------

9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032**

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032**

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%**

-----------------------------------------------------------------------

14.	TYPE OF REPORTING PERSON

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

-----------------------------------------------------------------------

1. NAME OF REPORTING PERSON

Christian Puscasiu

-----------------------------------------------------------------------

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) []

(b) x

-----------------------------------------------------------------------

3. SEC USE ONLY

-----------------------------------------------------------------------

4.	SOURCE OF FUNDS*

See Item 3

-----------------------------------------------------------------------

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 2(d) or 2(e)

-----------------------------------------------------------------------

6. CITIZENSHIP OR PLACE OF ORGANIZATION

USA

-----------------------------------------------------------------------

7. SOLE VOTING POWER

-0-

-----------------------------------------------------------------------

8. SHARED VOTING POWER

4,104,032**

-----------------------------------------------------------------------

9. SOLE DISPOSITIVE POWER

-0-

-----------------------------------------------------------------------

10. SHARED DISPOSITIVE POWER

4,104,032**

-----------------------------------------------------------------------

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,104,032**

-----------------------------------------------------------------------

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

-----------------------------------------------------------------------

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.4%%**

-----------------------------------------------------------------------

14.	TYPE OF REPORTING PERSON

-----------------------------------------------------------------------

** See Item 5

CUSIP NO. 941075103

SCHEDULE 13D

Item 1. Security and Issuer

----------------------------

This Amendment No. 7 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on July 6, 2006 by Prides Capital Partners, L.L.C. a Delaware limited liability company, Kevin A. Richardson, II, Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu. This amendment to the Schedule 13D relates to the shares of Common stock, $.01 par value (the “Common Stock”) of Waste Services, Inc. a Delaware corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is 1122 International Blvd. Suite 601, Burlington, Ontario L7L 6Z8. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein all capitalized terms shall have the meanings ascribed to them in the Schedule 13D.

Item 4. Purpose of Transaction

---------------------------------------------

On November 8, 2006, the Issuer entered into a Subscription Agreement with the Reporting Persons (Exhibit B). The Reporting Persons agreed to purchase 1,736,843 shares of common stock at a purchase price of $9.50 per share, upon approval of the transaction by the stockholders of the Issuer and subject to the satisfaction of other closing conditions set forth in the Subscription Agreement. The Issuer also at that time entered into a Registration Rights Agreement with the Reporting Persons (Exhibit C) that would become effective upon the closing of the transaction. Following the closing of the transaction, the Issuer agreed to appoint one designee of the Reporting Persons to the board of directors of the Issuer.

Item 5. Interest in Securities of the Issuer

---------------------------------------------

(a),(b) According to the Issuer’s 10-Q filed on November 9, 2006, there were 36,067,346 shares of Common Stock issued and outstanding as of November 8, 2006. Based on this information, the Reporting Persons report beneficial ownership of 4,104,032 shares or 11.4%.

Although Kevin A. Richardson, II, Henry J. Lawlor, Jr., Murray A. Indick, Charles E. McCarthy and Christian Puscasiu are joining in this Amendment as Reporting Persons, the filing of this Amendment shall not be construed as an admission that any of them are, for any purpose, the beneficial owner of any of the securities that are beneficially owned by Prides Capital Partners, L.L.C.

CUSIP NO. 941075103

SCHEDULE 13D

(c)The Reporting Persons have engaged in the transactions involving shares of Common Stock in the last 60 days described in Item 4 above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

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None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, including but not limited to the transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, except, as disclosed in Items 4 and 5 above, for the agreements filed as Exhibit B and C.

Item 7. Material to be Filed as Exhibits

-----------------------------------------

Exhibit A Joint Filing Undertaking

Exhibit B Subscription Agreement

Exhibit C Registration Rights Agreement

CUSIP NO. 941075103

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2006

Prides Capital Partners, L.L.C.

By:	/s/ Murray A. Indick
	-----------------------
	Murray A. Indick Managing Member

		Kevin A. Richardson, II

/s/ Murray A. Indick		By:	/s/ Murray A. Indick
-----------------------			-----------------------
Murray A. Indick			Murray A. Indick Attorney-in-Fact



Henry J. Lawlor, Jr.		Charles E. McCarthy

By:	/s/ Murray A. Indick	By:	/s/ Murray A. Indick
	-----------------------		-----------------------
	Murray A. Indick Attorney-in-Fact		Murray A. Indick Attorney-in-Fact



Christian Puscasiu

By:	/s/ Murray A. Indick
	-----------------------
	Murray A. Indick Attorney-in-Fact

CUSIP NO. 941075103

SCHEDULE 13D

Exhibit A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.

Dated: November 13, 2006

Prides Capital Partners, L.L.C.

By:	/s/ Murray A. Indick
	-----------------------
	Murray A. Indick Managing Member

		Kevin A. Richardson, II

/s/ Murray A. Indick		By:	/s/ Murray A. Indick
-----------------------			-----------------------
Murray A. Indick			Murray A. Indick Attorney-in-Fact



Henry J. Lawlor, Jr.		Charles E. McCarthy

By:	/s/ Murray A. Indick	By:	/s/ Murray A. Indick
	-----------------------		-----------------------
	Murray A. Indick Attorney-in-Fact		Murray A. Indick Attorney-in-Fact



Christian Puscasiu

By:	/s/ Murray A. Indick
	-----------------------
	Murray A. Indick Attorney-in-Fact

EX-99 2 sc13dexhb.htm SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, the Company wishes to issue and sell to each Investor and each Investor wishes to purchase from the Company, certain authorized but unissued shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), on certain terms and subject to certain conditions;

WHEREAS, concurrently with the execution of this Agreement, the Company has entered into an Exchange and Redemption Agreement, dated as of the date hereof (the “Exchange and Redemption Agreement”) between the Company and the holders listed therein, whereby (i) the Company shall issue to such holders certain authorized but unissued shares of Common Stock in exchange for certain shares of Series A Preferred Stock, par value $0.01 per share (the “Preferred Stock”) of the Company held by such holders, and (ii) the Company shall redeem certain shares of Preferred Stock held by such holders for a certain aggregate redemption price;

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, the Investors and the Company hereby agree as follows (capitalized terms used in this Agreement shall, unless otherwise defined herein, have the meanings ascribed to them in the Glossary attached as Annex B hereto):

SECTION 1

TERMS OF PURCHASE AND ISSUANCE

1.1 Authorization of Sale of Shares. The Company has authorized the issuance and sale to the Investors of up to an aggregate of 7,000,001 shares of Common Stock (the “Shares”) for a purchase price of US $9.50 per Share (the “Per Share Purchase Price”).

1.2 Sale and Purchase. At the Closing (as defined in Section 1.3(a) hereof) and subject to the terms and conditions herein set forth, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, the number of Shares as set forth next to such Investor’s name on Annex A attached hereto in exchange for the purchase price (the “Aggregate Purchase Price”) set forth next to such Investor’s name on Annex A hereto.

1.3 Closing.

(a) The closing of the sale and purchase of the Shares (the “Closing”) shall take place at the Burlington, Ontario offices of the Company at 10:00 A.M. local time, as promptly as practicable (and in any event no later than the third business day) after the satisfaction or waiver of all the conditions set forth in Sections 4 and 5 hereof (other than those conditions that will be satisfied at or concurrent with the Closing), or at such other time, date or place as each of the Investors and the Company may agree (the date upon which the Closing occurs, the “Closing Date”). The intended Closing Date is December 15, 2006. At the Closing, the Company will deliver to each Investor a share certificate issued in such Investor’s name representing the number of Shares to be purchased by such Investor against payment of the Aggregate Purchase Price therefor in immediately available funds by or on behalf of such Investor to the Company. All transactions occurring at the Closing shall be deemed to have occurred simultaneously, and no one transaction shall be deemed to be complete until all transactions are complete.

(b) In the event that this Agreement has been terminated with respect to any Investor pursuant to Section 7.1(e) or any Investor fails to perform its obligations at the Closing (a “Terminated Investor”), the Company may designate a Person or Persons (each a “Substitute Investor”) to purchase the Shares to be purchased by such Investor at the Closing, and upon such Substitute Investor agreeing in writing to purchase such allocated Shares and be bound by the terms hereof, such Substitute Investor shall become a party to this Agreement as if he were an original Investor and the Company shall sell such allocated Shares to such Substitute Investor. The parties hereto acknowledge and agree that Annex A shall updated from time to time between the date hereof and the Closing to replace any Terminated Investors with Substitute Investors.

SECTION 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to each Investor, as of the date hereof and as of the Closing Date, as follows:

2.1 Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as it is now being conducted.

2.2 Capitalization.

(a) As of September 30, 2006, the authorized capital of the Company consisted of (i) 166,666,666 shares of Common Stock, par value $.01 per share, and (ii) 5,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of which 100,000 shares were designated as Series A Preferred Stock and one share was designated as Special Voting Preferred Stock. Of such authorized capital stock, (i) 33,960,275 shares of Common Stock were issued and outstanding as of September 30, 2006, all of which were validly issued and fully paid, nonassessable and free of preemptive rights, (ii) 55,000 shares of Series A Preferred Stock and one share of Special Voting Preferred Stock were issued and outstanding as of September 30, 2006, and (iii) 5,054,406 shares of Common Stock were reserved for issuance pursuant to the exercise of outstanding warrants to purchase Common Stock and 3,627,834 shares of Common Stock were reserved for issuance pursuant to the exercise of outstanding options to purchase Common Stock, in each case as of September 30, 2006. As of September 30, 2006, 9,229,676 exchangeable shares of Waste Services (CA), Inc. were issued and outstanding, 2,911,794 of which were owned, directly or indirectly, by the Company.

(b) Except with respect to the Shares or as set forth in subsection 2.2(a) above, there are no outstanding options, warrants, subscriptions, calls, convertible securities or other rights, agreements, arrangements or commitments (contingent or otherwise) (including any right of conversion or exchange under any outstanding security, instrument or other agreement) obligating the Company or any of its direct or indirect subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any shares or obligating them to grant, extend or enter into any such agreement or commitment. There are no outstanding contractual obligations of the Company or any of its direct or indirect subsidiaries to repurchase, redeem or otherwise acquire any shares or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person other than a wholly-owned subsidiary of the Company.

(c) The Company has not issued any capital stock since September 30, 2006 other than (i) pursuant to the grant of equity compensation under the Company’s Benefit Plans and the exercise of outstanding stock options granted thereunder and (ii) pursuant to warrants outstanding as of September 30, 2006.

(d) Upon consummation of the Closing, including receipt by the Company of the aggregate purchase price payable pursuant to Section 1.1 hereof, the Shares purchased by each Investor will be validly issued, fully paid and nonassessable and will not be subject to any Lien (except for any such Lien created directly by such Investor). Without limiting the foregoing Section 2.2, no preemptive right, co-sale right, registration right, right of first refusal or other similar right exists with respect to the issuance and sale of the Shares, except as provided in this Agreement or the Ancillary Agreements.

2.3 Power and Authority; Non-contravention; Government Approvals

(a) Power and Authority. The Company has all requisite corporate power and authority to enter into this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby have been duly approved by the Board of Directors of the Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and the Ancillary Documents or the consummation by the Company of the transactions contemplated hereby and thereby. This Agreement has been, and when executed and delivered in accordance with the terms hereof the Ancillary Documents will be, duly executed and delivered by the Company. This Agreement constitutes, and when executed and delivered in accordance with the terms hereof the Ancillary Documents will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to enforcement of creditors’ rights generally and by general equitable principles. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of their respective certificate of incorporation, bylaws or equivalent organizational documents in any material respect.

(b) Non-contravention. The execution, delivery and performance of this Agreement and the Ancillary Documents by the Company: (i) does not violate or conflict with any provisions of the certificate of incorporation, bylaws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) does not conflict with or constitute a violation of any applicable law, order, injunction, regulation or ruling of any governmental authority applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries or any of their respective properties or assets are bound, and (iii) does not, either alone or with the giving of notice or the passage of time, or both, modify, violate, conflict with or accelerate the performance required by any agreement, note, license, franchise, permit or other instrument to which the Company or any of its subsidiaries is a party and will not result in the creation or imposition of (or the obligation to create or impose) any Lien on any of the Company’s or any of its subsidiaries’ assets.

(c) Approvals. Except for (i) compliance with any applicable requirements of the HSR Act, (ii) compliance with any applicable requirements of the Securities Act, Exchange Act, and the rules and regulations of Nasdaq or other securities exchange on which the Common Stock is traded, and (iii) such filings as may be required under any applicable state blue sky securities laws (the filings and approvals referred to in clauses (i) through (iii) being herein referred to collectively as the “Company Required Statutory Approvals”), and except for any required approvals under the Credit Facility (as defined in Section 2.9 hereof), no declaration, filing or registration with, or notice to, or authorization, consent, approval, order or permit of, any governmental or regulatory body or authority or any other Person is necessary for the execution and delivery of this Agreement and the Ancillary Documents by the Company or the consummation by the Company of the transactions contemplated hereby and thereby, except to the extent that the failure to obtain any such authorization, consent, approval or order or to make any such registration, declaration, filing or notice, would not have a Company Material Adverse Effect or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Ancillary Documents or the ability of the Company to perform its obligations hereunder or thereunder.

2.4 SEC Reports; Financial Statements

(a) During the period from January 1, 2003 through the date hereof, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be filed or furnished by it under each of the Securities Act and the Exchange Act (collectively, the “Company SEC Reports”), all of which complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder and did not as of their respective dates contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) Except as noted in any SEC Report filed with the SEC prior to the date hereof, each of the consolidated financial statements included in the Company SEC Reports, together with the related notes and schedules (collectively, the “Company Financial Statements”), has been prepared in accordance with GAAP applied on a consistent basis, and fairly presents the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof and the results of their operations, cash flow and changes in stockholders’ equity for the periods then ended, subject, in the case of unaudited interim financial statements, to normal year-end adjustments (none of which the Company reasonably believes are or will be material in amount) and the omission of footnotes.

(c) The Company is currently eligible to register the resale of the Shares by the Investors pursuant to a registration statement on Form S-3 under the Securities Act.

2.5 Absence of Undisclosed Liabilities. Neither the Company nor any of its subsidiaries had, at June 30, 2006 or has, as of the date hereof, any Liabilities, except for (a) Liabilities reflected in Company SEC Reports filed prior to the date hereof, (b) current Liabilities which were incurred after June 30, 2006 in the ordinary course of business and consistent with past practice, (c) Liabilities which are of a nature not required to be reflected in the Company Financial Statements in accordance with GAAP consistently applied and which were incurred in the ordinary course of business and (d) other Liabilities in an aggregate amount not exceeding US $500,000.

2.6 Absence of Certain Changes or Events. Except as disclosed in the Company SEC Reports, during the period from June 30, 2006 to the date hereof, the business of the Company and its subsidiaries has been conducted in the ordinary course consistent with past practice and there has not been any event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

2.7 Litigation. There are no claims, suits, actions or proceedings pending or, to the knowledge of the Company, threatened against, relating to or affecting the Company before any court, governmental department, commission, agency, instrumentality or authority or any arbitrator that seek a remedy (at law or in equity) as a result of or otherwise in connection with this Agreement and the transactions contemplated hereby. Neither the Company nor any of its subsidiaries nor any of their respective properties or assets is subject to any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or authority or arbitrator which prohibits or restricts the consummation of the transactions contemplated hereby.

2.8 Environmental Matters. The Company and its subsidiaries are conducting and have conducted their businesses in material compliance with all applicable Environmental Laws, including, without limitation, having all material permits, licenses and other approvals and authorizations necessary for the operation of their businesses. To the knowledge of the Company, none of the properties currently or formerly owned or operated by the Company or any of its subsidiaries contain any Hazardous Substance, no Hazardous Substance has been disposed of at or released from any such properties as a result of any activity of the Company or any of its subsidiaries other than in material compliance with applicable Environmental Laws, and no such condition exists on or with respect to any of such properties as a result of any activity by any other Person. Except as reflected, accrued or reserved against in the Company Financial Statements as otherwise noted in Company SEC Reports filed prior to the date hereof, neither the Company, nor its subsidiaries, nor any of their respective properties or assets are subject to any material Liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law. To the knowledge of the Company, there are no investigations or proceedings pending in which it is alleged that the Company, its subsidiaries, or any of their predecessors, are potentially responsible for a clean-up or remediation of lands contaminated with a Hazardous Substance or for any other remedial or corrective action under an Environmental Law. There are no proceedings pending or, to the Company’s knowledge, threatened to revoke, change or limit any material permits, licenses, approvals or other authorizations required under any Environmental Law for the operation of the Company and its subsidiaries.

2.9 Title to and Condition of Assets. Each of the Company and its subsidiaries has good and marketable title to, or, in the case of leased properties and assets, has good and valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in, or which are necessary to conduct, the business of the Company and its subsidiaries as conducted as of the date hereof, free and clear of all Liens, except for (a) Liens arising under the Company’s Amended and Restated Credit Agreement dated as of April 30, 2004 (as amended, the “Credit Facility”), (b) security interests granted to the Company’s bonding company, and (c) other Liens arising in the ordinary course of business none of which are with respect to obligations that are material in amount.

2.10 Insurance. The Company and each of its subsidiaries has in effect insurance coverage, including directors and officers’ liability insurance, with reputable insurers which, in respect of amounts, premiums, types and risks insured, constitutes reasonably adequate coverage against all risks customarily insured against by companies comparable in size and operations to the Company and its subsidiaries. Neither the Company nor any of its subsidiaries has received any notice of cancellation of any insurance policy or binder currently in effect.

2.11 No Violation of Law; Licenses; Permits and Registration. Neither the Company nor any of its subsidiaries is in material violation of, or has been given notice or been charged with, or, to the Company’s knowledge, is being investigated with respect to, any material violation of, any law, statute, order, rule, regulation, ordinance or judgment of any governmental or regulatory body or authority or arbitration panel. Each of the Company and its subsidiaries has all material permits, licenses, approvals, authorizations of and registrations under all Federal, state, local, provincial and foreign laws applicable to it, and from all applicable governmental authorities as are required by the Company and its subsidiaries to carry on their respective businesses as conducted as of the date hereof.

2.12 Proxy Statement. The proxy statement (as amended or supplemented, the “Proxy Statement”) to be distributed in connection with the Company’s meeting of stockholders (the “Special Meeting”) to vote upon, among other things, the issuance to the Investors of the Shares will, at the time of mailing of the Proxy Statement and any amendments or supplements thereto, and at the time of such Special Meeting, (i) state the nature of the issuance of the Shares in sufficient detail to permit the stockholders to form a reasoned judgment thereon, (ii) will comply as to form and content in all material respects with all applicable laws and (iii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies which shall have become false or misleading, except that no representation is made by the Company with respect to information supplied by the Investors specifically for inclusion therein.

2.13 Non-competition Agreements. Except as disclosed in the Company SEC Reports, neither the Company nor any subsidiary of the Company is a party to any agreement which purports to restrict or prohibit in any material respect any of them or any corporation affiliated with any of them from, directly or indirectly, engaging in any business involving the collection, interim storage, transfer, recovery, processing, recycling, marketing or disposal of rubbish, garbage, paper, textile wastes, liquid and other wastes or any other material business engaged in by the Company or any of its subsidiaries. None of the Company’s officers or key employees is a party to any agreement which, by virtue of such person’s relationship with the Company, restricts in any material respect the Company or any subsidiary of the Company from, directly or indirectly, engaging in any of the businesses described above.

2.14 Brokers and Finders. The Company is not a party to or bound by any contract, arrangement or understanding with, or subject to any claim by, any person or firm which may result in an obligation of the Company to pay any finder’s fees, brokerage or agent commissions or other like payments in connection with the transactions contemplated hereby.

2.15 Material Contracts. Except as set forth in the Company SEC Reports, neither the Company nor any of its subsidiaries is in material breach or violation of or in default in the performance or observance of any terms or provisions of, and no event has occurred which, with notice, lapse of time or both, could result in a default under any contract, agreement, lease or deed that is material to the business or operation of the Company and its subsidiaries taken as a whole (a “Material Contract”). To the knowledge of the Company, no other party to any Material Contract is in material breach thereof or default thereunder.

2.16 Company Stockholders’ Approval. The vote of stockholders of the Company required for approval of the issuance of the Shares is the affirmative vote of the majority of the votes cast on the proposal at the Special Meeting.

2.17 Securities Law Compliance. Assuming the representations and warranties of the Investors set forth in Section 3 of this Agreement are true and correct in all respects, the issuance and sale of the Shares pursuant to this Agreement will be exempt from the prospectus filing and registration requirements of applicable U.S. Federal and state securities laws.

2.18 Intellectual Property. The Company and each of its subsidiaries own or have a valid license or other right to use each trademark, service mark, trade name, domain name or other source indicator, invention, patent, design, trade secret, customer list, copyright, software, or work of authorship in any media, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary intellectual property right used in or necessary to carry on the business of the Company and each of its subsidiaries, taken as a whole, as currently conducted (collectively, the “Company Intellectual Property”), free and clear of all Liens (other than Liens described in clauses (a) through (c) of Section 2.9). The Company Intellectual Property is (i) valid and enforceable, and (ii) not being infringed, misappropriated or otherwise violated by any third party. Neither the Company nor any of its subsidiaries has received any written notice of infringement of or challenge to, and there are no claims or orders pending or threatened with respect to the rights of others to the use of, any Company Intellectual Property. The Company and each of its subsidiaries take all reasonable actions to protect the Company Intellectual Property, including executing confidentiality and assignment agreements with all employees and contractors having access to or materially contributing to the creation of same.

2.19 Taxes. Except for matters which are not reasonably likely have a Company Material Adverse Effect, each of the Company and its subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes whether or not shown as due. The Company has no knowledge of any tax deficiency which has been asserted or threatened against the Company or any of its subsidiaries. On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Shares hereunder will be, or will have been, fully paid or provided for by the Company and the Company will have complied with all laws imposing such taxes.

2.20 Employee Benefits. With respect to the Benefit Plans, to the knowledge of the Company, no event has occurred and no condition or set of circumstances exist, in connection with which the Company could be subject to any liability that would have a material adverse effect on it or its business under ERISA, the United States Internal Revenue Code of 1986, as amended, or any other applicable law. The term “Benefit Plan” means each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including, without limitation, multiemployer plans within the meaning of Section 3(37) of ERISA), and all stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (i) any current or former employee, director or consultant of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (ii) the Company or any of its respective subsidiaries has had or has any present or future liability. The transactions contemplated by this Agreement will not result in any severance, change of control or termination pay or termination benefits or otherwise require the Company to make any cash payments to any of its directors, officers, employees or other Affiliates.

2.21 Listing. The Company’s Common Stock is registered pursuant to the Exchange Act, and is listed on Nasdaq, and the Company has taken no action intended to, or which to its knowledge could have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq. The Company shall comply with all requirements of the NASD with respect to the issuance of the Shares and the listing thereof on Nasdaq.

2.22 Related Party Transactions. Except for the transactions described and contemplated by this Agreement, the Exchange and Redemption Agreement or the Ancillary Agreements or as disclosed in the SEC Reports, no transaction has occurred between or among the Company or any of its Affiliates, officers or directors or any Affiliate or Affiliates of any such officer or director that is required to be disclosed pursuant to Section 13, 14 or 15(d) of the Exchange Act.

2.23 Board Approval. The board of directors of the Company has (i) determined that the transactions contemplated by this Agreement and the Ancillary Agreements, are fair to, and in the best interests of, the holders of Common Stock of the Company, (ii) resolved to recommend that the holders of Common Stock approve the issuance of the Shares and (iii) if applicable, approved each Investor and its Affiliates becoming a holder of 15% or more of the Company’s outstanding voting stock for purposes of Section 203 of the Delaware General Corporation Law (the “DGCL”) and taken all other actions necessary so that the restrictions contained in Section 203 of the DGCL applicable to a “business combination” (as defined in Section 203 of the DGCL) shall not apply to the transactions contemplated hereby or any subsequent transactions with any Investor or its Affiliates. There are no anti-takeover laws of any other state, federal or foreign jurisdiction that would apply to the execution, delivery or performance of this Agreement or the consummation the transactions contemplated hereby.

2.24 Rights Plan. The Company is not party to any contract or agreement with respect to, and does not maintain any, stockholders rights plan, poison pill or similar agreement, plan or arrangement with respect to its Common Stock or any other capital stock of the Company.

2.25 Terms. The terms received by the Investors pursuant to this Agreement relating to the transactions contemplated hereby are no less favorable than those set forth in the Exchange and Redemption Agreement relating to the transactions contemplated thereby.

SECTION 3

INVESTOR REPRESENTATIONS

3.1 Representations. Each Investor, severally and not jointly, hereby represents and warrants to the Company as of the date hereof, and as of the Closing Date, that:

(a) The Investor is resident in the jurisdiction set forth below such Investor’s name on such Investor’s signature page hereto.

(b) If the Investor is an individual, he or she has obtained the age of majority and is legally competent to execute this Agreement and the Ancillary Documents and to take all actions required pursuant hereto.

(c) If the Investor is a corporation, partnership, unincorporated association or other entity, the Investor has the legal capacity and authority to execute this Agreement and the Ancillary Documents and to take all actions required pursuant hereto.

(d) The execution of this Agreement and each of the Ancillary Documents to which the Investor is a party has been duly and validly authorized by all necessary action on the part of the Investor, has been duly and validly executed and delivered by the Investor, and constitutes a valid, binding agreement of the Investor, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to enforcement of creditors’ rights generally and by general equitable principles.

(e) Neither the execution and delivery of this Agreement or the Ancillary Documents to which the Investor is a party, or any other document or instrument to be executed by the Investor in connection with the transactions contemplated hereby nor the consummation of the transactions contemplated hereby or thereby, nor the performance by the Investor of its covenants and agreements hereunder or thereunder, (i) violates any law, statute, ordinance, regulation, order, judgment or decree of any court or other governmental authority applicable to the Investor, or (ii) violates or will violate, or conflicts with or will conflict with, or results in or will result in any breach of any of the terms of, or constitutes or will constitute a default under, any contract or agreement to which the Investor is a party or by which the Investor or any of its assets is subject to or bound.

(f) No broker, finder, agent or similar intermediary has acted on behalf of the Investor in connection with this Agreement or the transactions contemplated hereby and there are no brokerage commissions, finder’s fees or similar fees or commissions payable in connection therewith.

(g) The Investor has relied only upon publicly available information relating to the Company and not upon any verbal or written representation as to fact (other than as set forth in this Agreement), and the Investor acknowledges that the Company has not made any written representations, warranties or covenants in respect of the Company, its business, results of operations, financial condition or prospects, or the offering of securities contemplated by this Agreement, except as expressly set forth in this Agreement. Without limiting the generality of the foregoing, except as may be provided herein, no person has made any written or oral representation to the Investor that any person will re-sell or re-purchase the securities offered, issued or sold pursuant to this Agreement, or refund any of the purchase price of the securities offered, issued or sold pursuant to this Agreement and no person has given any undertaking to the Investor relating to the future value or price of the securities offered, issued or sold pursuant to this Agreement.

(h) The Investor acknowledges that it is aware that the securities laws of the United States (as well as stock exchange regulations) prohibit any person who has material, non-public information concerning the Company from purchasing or selling the Company’s securities when in possession of such information and from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information. In purchasing the Shares, the Investor is not relying on any material, non-public information concerning the Company.

(i) Except for the Company SEC Reports, the Investor has not received, nor has the Investor requested, nor does the Investor have any need to receive, any prospectus, sales or advertising literature, offering memorandum or any other document describing the business and affairs of the Company in order to assist it in making an investment decision in respect of the purchase of the Shares pursuant to this Agreement.

(j) The Investor is acquiring the Shares for its own account, for investment, and not with a view to any “resale” or “distribution” thereof within the meaning of the Securities Act.

(k) The Investor understands that because the Shares have not been registered under the Securities Act, it cannot dispose of any or all of such securities unless such securities are subsequently registered under the Securities Act or exemptions from such registration are available. The Investor understands that each certificate or other instrument representing the Shares will bear the following legend or one substantially similar thereto:

The securities represented by this certificate have not been registered under the United States Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold or otherwise transferred without an effective Registration Statement for such securities under the United States Securities Act of 1933, unless there is available to the transferor an exemption from such registration. The Company may request an opinion of counsel as to the availability of any such exemption.

(l) The Investor is sufficiently knowledgeable and experienced in the making of investments so as to be able to evaluate the risks and merits of its investment in the Company, and is able to bear the economic risk of loss of its investment in the Company.

(m) The Investor will execute and deliver within the applicable time periods all documentation as may be required to be executed by the Investor by applicable securities laws to permit the issuance of the Shares to the Investor on the terms herein set forth.

(n) The Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Investor has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties and financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 or the right of the Investor to rely thereon.

(o) The Investor is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D of the Securities Act and is acquiring the Shares hereunder as principal, not for the benefit of any other person and not with a view to the sale or distribution of all or any part of the Shares.

(p) The Investor has been advised that the Shares have not been registered under the Securities Act or under the “blue sky” laws of any jurisdiction and that the Company, in issuing such securities is relying upon, among other things, the representations and warranties of the Investor contained in this Section 3.

SECTION 4

MUTUAL CLOSING CONDITIONS

4.1 Mutual Closing Conditions to Closing. Each Investor’s obligation to purchase and pay for the Shares at the Closing, and the Company’s obligation to issue the Shares to the Investors and perform its other obligations hereunder at the Closing, shall be subject to the fulfillment to such party’s satisfaction (or waiver in writing by the Company and the Investor on or before the Closing Date) of the following conditions:

(a) Waiting Periods. All applicable waiting periods, if any, under the HSR Act shall have expired or been terminated.

(b) No Order. No preliminary or permanent injunction or other order or decree by any court or administrative or regulatory body which prevents the consummation of the transactions at the Closing contemplated hereby shall have been issued and remain in effect (the Company and the Investors agreeing to use their reasonable best efforts to have any such injunction, order or decree lifted).

(c) Consents. All governmental waivers, consents, orders and approvals legally required, if any, for the consummation of the transactions at the Closing contemplated hereby shall have been obtained and be in effect, except where the failure to obtain the same would not be reasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect following the Closing.

(d) No Conflicting Laws. No statute, rule or regulation shall have been enacted by any state, provincial or Federal government or governmental agency which would prevent the consummation of the transactions at the Closing contemplated hereby.

(e) Stockholder Approval. The issuance of the Shares shall have been approved by the affirmative vote of the majority of the votes cast on the proposal at the Special Meeting.

(f) Exchange and Redemption Agreement. The closing of the transactions contemplated by the Exchange and Redemption Agreement shall have occurred.

SECTION 5

SEPARATE CLOSING CONDITIONS

5.1 Investors’ Closing Condition. Each Investor’s obligation to purchase and pay for the Shares at the Closing shall be subject to the fulfillment to such Investor’s satisfaction on or before the Closing Date (or waiver in writing by such Investor) of the following conditions:

(a) Satisfaction of Conditions. The representations and warranties of the Company contained in this Agreement shall be, if specifically qualified by materiality or Company Material Adverse Effect, true in all respects, and, if not so qualified, shall be true in all material respects, in each case as of the date of hereof and as of the Closing Date, and the covenants and agreements contained in this Agreement to be complied with by the Company on or before the Closing having been complied with in all material respects. The Company shall deliver to the Investors a certificate dated as of the Closing Date to the foregoing effect.

(b) Registration Rights Agreement. The Company shall have duly authorized, executed and delivered to each Investor a Registration Rights Agreement, substantially in the form of Annex C attached hereto (each a “Registration Rights Agreement”).

(c) No Company Material Adverse Effect. Since the date hereof, there has not been any change, event, circumstance or development that, individually or in the aggregate, has had or is reasonably likely to result in a Company Material Adverse Effect.

(d) Purchase of Shares. Each of the other Investors (which shall include any Substitute Investors as from time to time reflected on Annex A hereto) shall have purchased the Shares to be purchased by such other Investors at the Closing pursuant to the terms of this Agreement, and the Company shall have received the aggregate purchase price therefor from such other Investors in accordance with the terms of this Agreement. In addition, each of the Holders named in the Exchange and Redemption Agreement shall have been issued the shares of Common Stock to be issued to such investors in exchange for shares of Preferred Stock at the closing of the transactions contemplated by the Exchange and Redemption Agreement pursuant to the terms of the Exchange and Redemption Agreement, and the Company shall have received the shares of Preferred Stock in exchange therefor from such holders in accordance with the terms of the Exchange and Redemption Agreement.

5.2 Company’s Closing Conditions. The Company’s obligations to issue the Shares to any Investor at the Closing and perform its other obligations hereunder at the Closing shall be subject to the fulfillment to the Company’s satisfaction on or before the Closing Date (or waiver in writing by the Company) of the following conditions:

(a) Satisfaction of Conditions. The representations and warranties of the Investor contained in this Agreement shall be, if specifically qualified by materiality, true in all respects, and, if not so qualified, shall be true in all material respects, in each case as of the date hereof and as of the Closing Date, and the covenants and agreements contained in this Agreement to be complied with by the Investor on or before the Closing shall have been complied with in all material respects. The Investor shall deliver to the Company a certificate dated as of the Closing Date to the foregoing effect.

(b) Purchase of Shares. The Investors (which shall include any Substitute Investors as from time to time reflected on Annex A hereto) shall have purchased the Shares to be purchased by such Investor at the Closing pursuant to the terms of this Agreement, and the Company shall have received the aggregate purchase price therefor from the Investors in accordance with the terms of this Agreement.

SECTION 6

COVENANTS

6.1 Expenses. Except as set forth below or as described in the Registration Rights Agreements, each party hereto shall bear and pay its own fees and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. The Company acknowledges and agrees that (i) promptly following the Closing or the termination of this Agreement pursuant Section 7 hereof, it shall reimburse each Investor for its actual and documented reasonable out-of-pocket fees and expenses actually incurred by such Investor prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (including reasonable attorneys’ fees) and (ii) it will be solely responsible for any HSR filing fees or other related fees and expenses incurred in connection with Section 6.4(c).

6.2 Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that, prior to the Closing Date or earlier termination of this Agreement as provided herein, unless each of the Investors shall otherwise agree in writing and except as contemplated by this Agreement, the Company shall, and shall cause its subsidiaries to, act and carry on their respective businesses in the ordinary course of business consistent with past practice and use its and their respective reasonable best efforts to preserve intact their current material business organizations, keep available the services of their current officers and employees (except for terminations of employees in the ordinary course of business) and preserve their material relationships with others having business dealings with them. Without limiting the generality of the foregoing, and except as contemplated by this Agreement, the Exchange and Redemption Agreement or the Ancillary Documents, the Company covenant and agrees that it will not (i) authorize, create, designate, establish or issue any other class or series of capital stock, (ii) adopt a plan for the liquidation, dissolution or winding up or the affairs of the Company or any recapitalization plan, (iii) amend, alter or repeal, whether by merger, consolidation or otherwise, the certificate of incorporation or bylaws of the Company, alter or change the rights, preferences or privileges of the Common Stock of the Company or (v) directly or indirectly, declare or pay any dividend or directly or indirectly purchase, redeem, repurchase or otherwise acquire any share of Common Stock whether in cash, securities or property or in obligations of the Company.

6.3 Proxy Statement; Special Meeting.

(a) Promptly following the date of this Agreement, the Company shall prepare and file the Proxy Statement. The parties shall cooperate with each other in connection with the preparation and filing of the Proxy Statement. Each Investor shall furnish all information as shall reasonably be requested by the Company for the Proxy Statement. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing.

(b) The Company shall use its reasonable best efforts to take all actions necessary or advisable and permitted by applicable law, the Company’s certificate of incorporation and its bylaws to (i) hold the Special Meeting as promptly as practicable for the purpose of voting upon the approval of the issuance of the Shares, (ii) recommend that the stockholders of the Company vote to approve the issuance of the Shares, and (iii) secure the requisite vote or consent of stockholders for the issuance of the Shares and in connection therewith shall solicit proxies and distribute the Proxy Statement to the stockholders of the Company in accordance with applicable securities laws.

6.4 All Reasonable Efforts; Agreement to Cooperate.

(a) Subject to the terms and conditions herein provided, each party hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable consistent with applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement; provided, however, that nothing in this Section 6.4 shall require any Investor or the Company to agree to any modification of this Agreement or any of the Ancillary Documents or any Investor to make an investment in the Company that is greater than the amount set forth opposite the Investor’s name on the Investor’s signature page hereto.

(b) Without limiting the generality of the foregoing, and notwithstanding anything in this Agreement to the contrary, the Company shall use its reasonable best efforts to take or cause to be taken all reasonable action and to do, or cause to be done, and to assist and cooperate with the other party hereto in doing, all things necessary, proper or advisable to obtain all governmental waivers, consents, authorizations, orders and approvals, all consents, amendments to or waivers from other parties under the terms of all Material Contracts and all other material permits, concessions, franchises or licenses applicable to the Company or its subsidiaries required as a result of the transactions contemplated by this Agreement.

(c) The Company and each Investor shall, and the Company shall cause its subsidiaries to, each use their commercially reasonable efforts to as promptly as practicable, make all necessary filings, notifications, and thereafter make any other required submissions, with respect to this Agreement and the transactions contemplated hereby under (A) the Exchange Act, and any other applicable federal or state securities laws, (B) the HSR Act and any related governmental request thereunder, and (C) any other applicable law. Each Investor and the Company agree, and shall cause each of their respective subsidiaries, to cooperate and to use their commercially reasonable efforts to obtain any government clearances or approvals required for Closing under the HSR Act and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade (collectively “Antitrust Laws”), to respond to any government requests for information under any Antitrust Law, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Antitrust Order”) that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement under any Antitrust Law. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Antitrust Law.

6.5 Agreement to Vote Shares. At any annual or special meeting of the stockholders of the Company duly called with respect to the approval of the issuance of the Shares and at every continuation or adjournment thereof, and with respect to any action or approval by written consent of the stockholders of the Company in lieu of such meeting, each Investor agrees to (i) vote all Common Stock owned by such Investor at such time, individually or as trustee or custodian, in favor of approval of the issuance of the Shares and in favor of any matter that could reasonably be expected to facilitate the issuance of the Shares and (ii) vote all such Common Stock against any proposal made in opposition to the issuance of the Shares or which would have the effect of preventing the issuance of the Shares. Each Investor, if then a holder of Common Stock, agrees to be present, in person or by proxy, at all meetings of stockholders of the Company and at any adjournment thereof at which the issuance of the Shares is put to a vote.

6.6 Use of Proceeds. The Company shall use the net proceeds received from the issuance and sale of the Shares pursuant to this Agreement for the repurchase of outstanding shares of Preferred Stock from Kelso Investment Associates VI, L.P. and KEP VI, LLC pursuant to the Exchange and Redemption Agreement. Upon the closing of the transactions contemplated by the Exchange and Redemption Agreement, there shall be no shares of Preferred Stock outstanding.

6.7 Board Nominee. The Company, acting through the Company’s Board of Directors, agrees to immediately following the Closing, in accordance with applicable law and the Company’s certificate of incorporation and bylaws, elect the person designated by Prides Capital Fund I, LP (“Prides”) to the Company’s Board of Directors for a term expiring on the date of the Company’s annual meeting to be held in 2009.

SECTION 7

TERMINATION

7.1 Termination. This Agreement may be terminated and the other transactions contemplated by this Agreement may be abandoned at any time prior to the Closing Date, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated by this Agreement, pursuant to written notice of termination, as follows:

(a) by mutual written consent of the Company and each of the Investors;

(b) by either the Company or each of the Investors if the Closing shall not have occurred on or before January 31, 2007, provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose breach has caused the failure of the Closing to occur on or before such date;

(c) by either the Company or any of the Investors if there shall be any restraining order, injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the Closing or any of the other transactions contemplated hereby which is final and nonappealable;

(d) by any of the Investors upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, such that the conditions set forth in Section 5.1(a) would not be satisfied (“Terminating Company Breach”), provided, however, that if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts and for as long as the Company continues to exercise such efforts, but not beyond the date specified in paragraph (b) above, the Investors may not terminate this Agreement under this Section 8.1(d);

(e) by the Company with respect to a particular Investor upon a breach of any representation, warranty, covenant or agreement on the part of such Investor set forth in this Agreement, or if any representation or warranty of such Investor shall have become untrue, such that the conditions set forth in Section 5.2(a) could not be satisfied by the date specified in paragraph (b) above;

(f) by either the Company or any of the Investors in the event the approval of the issuance of the Shares by the stockholders shall not have obtained at the Special Meeting;

(g) by the Company at any time that the Investors (which shall include Substitute Investors as from time to time reflected on Annex A hereto) are not collectively obligated as parties to this Agreement to purchase all of the Shares; or

(h) by either the Company or the Investors in the event the Exchange and Redemption Agreement is terminated.

7.2 Effect of Termination. In the event of termination of this Agreement pursuant to Section 7.1 prior to the Closing Date, this Agreement shall forthwith become void, there shall be no liability under this Agreement on the part of the Company or the Investors (including any Substitute Investors), and all rights and obligations of the Company and the Investors shall cease, other than the obligations of the parties set forth in Section 6.1 hereof; provided, however, that nothing herein shall relieve any party from liability for any willful or intentional breach of any covenant or agreement of such party contained in this Agreement.

SECTION 8

GENERAL

8.1 Amendments, Waivers and Consents. No covenant or other provision hereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision. The waiver or failure to insist upon strict compliance with any condition or provision hereof shall not operate as a waiver of, or estoppel with respect to, any subsequent or other waiver or failure. This Agreement may not be amended or modified except by an instrument in writing signed by the Company and each of the Investors.

8.2 Survival of Representations, Warranties and Covenants, Assignability of Rights. All representations and warranties made herein and in the certificates, exhibits or schedules delivered or furnished in connection herewith shall terminate as of the earlier of (a) the Closing and (b) termination of this Agreement pursuant to Section 7.1. Except as otherwise provided in this Agreement, all covenants, agreements, representations and warranties shall inure to the benefit of the successors and assigns of the parties.

8.3 Governing Law. This Agreement shall be deemed to be a contract made under, and shall be construed in accordance with, the laws of the State of Delaware (without giving effect to principles of conflicts of law the effect of which would cause the application of domestic substantive laws of any other jurisdiction).

8.4 Counterparts. This Agreement may be executed simultaneously in any number of counterparts (including by facsimile), each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document.

8.5 Notices and Demands. All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally, three business days after being mailed by registered or certified mail (return receipt requested) or when sent via confirmed facsimile to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

	(i)	If to any Investor, to the address set forth on the Investor’s signature page hereto, and

	(ii)	If to the Company

		Waste Services, Inc 1122 International Blvd, Suite 601 Burlington, Ontario L7L 6Z8 Attention: Ivan R. Cairns Facsimile: (905) 319-9048

		with a copy to:

		Akin Gump Strauss Hauer & Feld LLP Robert S. Strauss Building 1333 New Hampshire Avenue, NW Washington, DC 20036-1564 Attention: Rick L. Burdick Facsimile: (202) 887-4288

8.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be deemed prohibited or invalid under such applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, and such prohibition or invalidity shall not invalidate the remainder of such provision or the other provisions of this Agreement.

8.7 Integration. This Agreement, including the exhibits, documents and instruments referred to herein, constitutes all of the agreements and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

8.8 No Assignment. Except pursuant to Section 1.3(b) hereof, this Agreement may be not assigned, pledged, hypothecated or otherwise transferred by the Company or any Investor; provided, however, that Prides may assign all or any of its rights and obligations hereunder to any Affiliate of Prides that is controlled, directly or indirectly, by Prides, and that such Affiliate agrees in writing to be bound to the terms and conditions contained herein that apply to Prides.

8.9 Investor Obligations Several Not Joint. All obligations of the Investors hereunder are several and not joint.

8.10 Third-Party Beneficiary. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person other than the parties hereto any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby.

IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of the date first above written.

	WASTE SERVICES, INC.

	By: /s/Ivan Cairns Name: Ivan Cairns Title: Executive VP & GC


	INVESTORS:


	WESTBURY (BERMUDA) LIMITED


	By: /s/Robert Martyn Name: Robert Martyn Title: President


	Address:


	PRIDES CAPITAL FUND I, LP

	By: Prides Capital Partners, LLC Its Sole General Partner


	By: /s/Charles McCarthy Name: Charles McCarthy Title: Managing Member


	Address: 200 High Street, Suite 700 Boston, Ma 02110

Annex A

INVESTORS

Name	Number of Shares	Purchase Price
Westbury (Bermuda) Limited	5,263,158	$50,000,001.00
Prides Capital Fund I, LP	1,736,843	$16,500,008.50

Annex B

GLOSSARY

As used herein, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with, such Person. For purposes of this definition, the term “control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Documents” means the Registration Rights Agreements and any other document referred to herein that is required to be executed by the Company or the Investors as a condition to Closing.

“Company Material Adverse Effect” shall mean any material adverse effect on the business, operations, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole.

“Environmental Law” means any Federal, state, provincial, local or foreign law, statute, ordinance, rule, regulation, code, standard, guideline, policy, license, permit, authorization, approval, consent, legal doctrine, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including, without limitation, air, surface water, groundwater, surface land, subsurface land or plant and animal life) or to human health or safety or (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended and as in effect on the date of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Federal” shall mean of or relating to the federal government of the United States.

“GAAP” means generally accepted accounting principles as in effect in the United States of America from time to time.

“Hazardous Substance” means any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, or dangerous, or otherwise regulated, under any Environmental Law and any substance that may harm, impair or cause an adverse effect to the environment (including, without limitation, air, surface water, groundwater, surface land, subsurface land or plant and animal life) or to human health or safety and property. Hazardous Substance includes any substance to which exposure is regulated by any government authority or any Environmental Law including, without limitation, any toxic waste, pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or by-product thereof, radon, radioactive material, asbestos, or asbestos containing material, urea formaldehyde foam insulation, lead or polychlorinated biphenyls.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Liability” means any liability or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or become due).

“Lien” means any mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind (including, but not limited to, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction in connection with such mortgage, pledge, security interest, encumbrance, lien or charge).

“Nasdaq” shall mean The Nasdaq Stock Market LLC.

“Person” means an individual, corporation, limited liability company, partnership, association, trust or any other entity or organization.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

EX-99 3 sc13dexhc.htm FORM OF REGISTRATION RIGHTS AGREEMENT

Annex C

FORM OF REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, the Company has entered into that certain Subscription Agreement, dated as of November 8, 2006 (the “Subscription Agreement”) with the investors listed therein (including the Investor), pursuant to which the Company is issuing and selling to such investors, and such investors are purchasing from the Company, shares of Common Stock of the Company on the terms, and subject to the conditions, set forth in the Subscription Agreement;

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the transaction provided for in the Subscription Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.	Definitions. For purposes of this Agreement:

(a) “Affiliate” shall have the meaning ascribed to such term in Rule 405 under the Securities Act.

(b) “Common Stock” means the common stock of the Company, par value $.01 per share.

(c) “Closing Date” means the date of the closing of the sale of Common Stock to the investor a party thereto pursuant to the Subscription Agreement

(d) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

(e) “Person” means any individual, partnership, limited liability company, joint venture, corporation, association, trust or any other entity or organization.

(f) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document.

(g) “Registrable Securities” means (1) any Shares and (2) any Common Stock issued to the Investor (or any assignee thereof in accordance with Section 12) as (or issuable upon conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Common Stock; provided, however, that any Registrable Securities sold by the Investor in a transaction in which the Investor’s rights under this Agreement are not assigned pursuant to Section 12 below shall cease to be Registrable Securities from and after the time of such sale. In addition, any securities shall cease to be Registrable Securities from and after such time as they (x) are sold to the public in a registered public offering, (y) are eligible for sale pursuant to Rule 144 under the Securities Act without restriction on volume or manner of sale or (x) become freely tradable without restriction imposed by the Securities Act. For purposes of determining whether any securities shall have ceased to be Registrable Securities hereunder, such securities shall be deemed to be held by a person that is a not an Affiliate of the Company.

(h) “SEC” means the United States Securities and Exchange Commission.

(i) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(j) “Shares” means the shares of Common Stock sold to the Investor pursuant to the Subscription Agreement.

(k) “Violation” means any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed pursuant to this Agreement, including without limitation any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or any documents filed under state securities or “blue sky” laws in connection therewith, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

2.	Shelf Registration.

(a) The Company agrees that it shall file, within fifteen (15) days following the Closing Date (the “Required Filing Date”), with the SEC a registration statement on Form S-3 under the Securities Act if the Company is then eligible to use such form, or if the Company is not then eligible, any other SEC form which the Company is then eligible to use (any such registration statement, a “Shelf Registration Statement”) for an offering to be made on a delayed and continuous basis pursuant to Rule 415 thereunder, and or/any similar rule that may be adopted by the SEC, to register the resale of any Registrable Securities outstanding as of such date (including without limitation any Shares that are not freely tradable without restriction imposed by the Securities Act by Persons who are not Affiliates of the Company) by the Investor from time to time in accordance with the methods of distribution elected by the Investor and set forth in such Shelf Registration Statement and, thereafter, shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act on or before 5:00 pm eastern time on the date that is ninety (90) days after the Closing Date (the “Effective Date”).

(b) Notwithstanding the foregoing, the Company may postpone filing or having the Shelf Registration Statement declared effective for a reasonable period not to exceed thirty (30) consecutive trading days if the Board of Directors of the Company shall have determined in good faith because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that postponing effectiveness is in the best interests of the Company, and prior to postponing the effectiveness the Company provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to the postponement.

(c) The Company shall use its reasonable best efforts to: (i) to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming a part thereof to be usable by the Investor until the earliest of (1) the sale of all Registrable Securities registered under the Shelf Registration Statement; (2) the expiration of the period referred to in Rule 144(k) of the Securities Act with respect to all Registrable Securities held by Persons who are not Affiliates of the Company; and (3) two years from the date upon which the Shelf Registration Statement is declared effective under the Securities Act (such period being referred to herein as the “Effectiveness Period”).

(d) The Company may suspend the use of the prospectus included in the Shelf Registration Statement for a period not to exceed sixty (60) consecutive trading days if the Board of Directors of the Company shall have determined in good faith because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Investor with written notice of such suspension (“Material Adverse Event Notice”), which notice need not specify the nature of the event giving rise to the suspension (any period during which such a suspension is in effect, a “Blackout Period”). Notwithstanding the foregoing, the Company may not send more than two Material Adverse Event Notices to the Investor in any 365-day period.

(e) In the event that the Investor is prevented from selling Registrable Shares through the Shelf Registration Statement as a result of a Blackout Period declared by the Company, the Effectiveness Period shall be extended by the number of days that the Investor is prevented from making sales under the Shelf Registration Statement as a result of such Blackout Period.

(f) If at any time following the filing of any Shelf Registration Statement, the Investor desires to sell all or any portion of the Registrable Securities under such Shelf Registration Statement in an underwritten offering, the Investor shall notify the Company of such intent at least 15 days prior to any such sale (any such proposed sale, an “Underwritten Take-Down Transaction”), and the Company shall prepare and file a prospectus supplement, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as necessary to permit the consummation of any such Underwritten Take-Down Transaction.

3.	Demand Registration.

(a) If, at any time and during the time after the Closing Date, the Shelf Registration Statement is not effective or otherwise available, the Investor may request in a written notice to the Company (the “Request”) that the Company effect the registration under the Securities Act of some or all of the Registrable Securities then owned by the Investor; provided, however, that the Company will not be required to effect more than one registration pursuant to this Section. Following the receipt of a Request, the Company shall, subject to the limitations of this Section 3, use its commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Investor requests to be registered.

(b) If the Investor intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, it shall so advise the Company as a part of its request made pursuant to this Section 3. In such event, the right of the Investor to include its Registrable Securities in such registration shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Investor (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise the Investor,; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other securities of the Company that are entitled by contract or otherwise to be included therein are first entirely excluded from such underwriting and registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) Notwithstanding the foregoing, the Company may postpone having a registration statement pursuant to this Section 3 declared effective for a reasonable period not to exceed thirty (30) consecutive trading days if the Board of Directors of the Company shall have determined in good faith because of valid business reasons (not including avoidance of the Company’s obligations hereunder), including without limitation the acquisition or divestiture of assets, capital raising activities, pending corporate developments and similar events, that postponing effectiveness is in the best interests of the Company, and prior to postponing the effectiveness the Company provides the Investor with written notice of such postponement, which notice need not specify the nature of the event giving rise to the postponement.

4.	Piggy-back Registration.

(a) If, at any time and during the time after the Closing Date, the Shelf Registration Statement is not effective, and the Company proposes to file on its behalf and/or on behalf of any of its security holders (the “demanding security holders”) a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to the Investor at least 30 days before the initial filing with the SEC of such registration statement, which notice shall set forth the proposed offering price and the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing (and any qualification under blue sky or other state securities laws or other compliance) the aggregate number of shares of Registrable Securities as the Investor may request. If the Investor desires to include in any such registration statement all or any part of the Registrable Securities held by it, the Investor shall, within twenty (20) days after the above-described notice from the Company, so notify the Company in writing. If the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Investor shall nevertheless continue to have the right under this Section 4 to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) If the registration statement under which the Company gives notice under this Section 4 is for an underwritten offering, the Company shall so advise the Investor. In such event, the right of the Investor to be included in a registration pursuant to this Section 4 shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. The Investor shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company (which underwriter or underwriters shall be reasonably acceptable to the Investor). Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the demanding security holders on a pro rata basis; and third, to any stockholder of the Company (other than the demanding security holders and including the Investor) on a pro rata basis. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the projected effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. If the Investor is a partnership or corporation, the partners, retired partners and stockholders of the Investor, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “selling Investor,” and any pro rata reduction with respect to such “selling Investor” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals.

5. Obligations of the Company. Whenever required under this Agreement to effect or maintain the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(b) Furnish to the Investor such number of copies of such registration statement and of each amendment and supplement thereto (in each case without exhibits unless requested by the Investor), such number of copies of the prospectus contained in such registration statement (including without limitation each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of Registrable Securities owned by it.

(c) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such states or jurisdictions as shall be reasonably requested by the Investor, provided that the Company shall not be required in connection therewith or as a condition thereto (i) to qualify to do business in any state or jurisdiction where it would not otherwise be required to qualify but for the requirements of this clause (c), or (ii) to file a general consent to service of process in any such state or jurisdiction.

(d) In the event of any 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; provided that, if the Company enters into an underwriting agreement pursuant to this Section 5(d) or pursuant to Section 3(b) or otherwise in connection with registrations hereunder, (i) such underwriting agreement shall be reasonably satisfactory in substance and form to the underwriters, to the Investor and to the Company, (ii) the Investor shall be a party to such underwriting agreement and may require that any or all of the representations and warranties by, and the agreements on the part of, the Company to and for the benefit of such underwriters be made to and for the benefit of the Investor and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of the Investor and (iii) the Investor shall not be required by any underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding the Investor, the ownership of the Investor’s Registrable Securities and the Investor’s intended method or methods of disposition and any other representation required by law or to furnish any indemnity to any Person which is broader than the indemnity furnished by the Investor pursuant to Section 10(b).

(e) Notify the Investor at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading.

(f) Notify the Investor and its underwriters, if any, and confirm such advice in writing: (i) when the registration statement has become effective, (ii) when any post-effective amendment to the registration statement becomes effective and (iii) of any request by the SEC for any amendment or supplement to the registration statement or prospectus or for additional information.

(g) Notify the Investor if at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing, or should issue, a stop order suspending the effectiveness of the registration statement. Upon the occurrence of any of the events mentioned in the preceding sentence, the Company will use its reasonable best efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible. The Company will advise the Investor promptly of any order or communication of any public board or body addressed to the Company suspending or threatening to suspend the qualification of any Registrable Securities for sale in any jurisdiction.

(h) In the case of an offering that is an underwritten public offering, (x) cause to be delivered an opinion of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the Investor and the underwriters, and (y) cause to be delivered, on the date that the registration statement with respect to such securities becomes effective, a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to the underwriters, addressed to the underwriters, and, a reaffirmation of such letter on the date that such Registrable Securities are delivered to the underwriters for sale.

(i) As soon as practicable after the effective date of the registration statement, and in any event within sixteen (16) months thereafter, have “made generally available to its security holders” (within the meaning of Rule 158 under the Securities Act) an earnings statement (which need not be audited) covering a period of at least twelve (12) months beginning after the effective date of the registration statement and otherwise complying with Section 11(a) of the Securities Act.

(j) List the Registrable Securities which are registered pursuant to this Agreement on each national securities exchange or automated quotation system upon which the shares to be registered are traded.

(k) Cooperate with the Investor to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legend and, at the Investor’s request, to cause the Company’s transfer agent to timely record such Registrable Securities in book-entry form without transfer restrictions (including, in each case, by providing the transfer agent with such certificates, opinion of counsel or other documents as the Company’s transfer agent may require).

6. Amendments, Supplements to Prospectus. Immediately upon receipt of a notice referred to in Section 5(g) hereof, the Investor agrees to (i) cease making sales of securities pursuant to any then effective registration statement or any prospectus contained therein until it has received from the Company an amendment or supplement to the registration statement or prospectus and (ii) to promptly deliver to the Company any copies of the registration statement or such prospectus then in its possession.

7. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall promptly furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of its Registrable Securities.

8. Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 2, 3 or 4, including without limitation all registration, filing and qualification fees, printers’ fees, fees and expenses of counsel and accountants for the Company and the reasonable fees and disbursements of one firm of counsel for the Investor, shall be borne by the Company, even if such registrations, filings, or qualifications do not become effective.

9. Late Registration. If any registration statement required to be filed hereunder (x) has not been filed by the Required Filing Date, (y) has not been declared effective by the SEC on or before the Effective Date, or (z) is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within ten (10) days (the “Required Cure Date”) by a post-effective amendment to such registration statement that cures such failure and that is itself immediately declared effective, the Company shall, on the business day immediately following the Required Filing Date, the Effective Date or the Required Cure Date, as the case may be, and each 30^th day thereafter, make a payment to the Investor as partial compensation for such delay (the “Late Registration Payments”) equal to one percent (1%) of the aggregate purchase price of the Registrable Securities (calculated based on a per share price of $9.50) not previously sold by the Investor until such registration statement is filed or declared effective by the SEC, as the case may be; provided, however, that in no event shall the payments made pursuant to this Section 8, if any, exceed in the aggregate twelve percent (12%) of such aggregate price. Late Registration Payments will be prorated on a daily basis during each 30 day period and will be paid to the Investor by wire transfer or check within five business days after the earlier of (i) the end of each thirty day period following the Effective Date, Required Filing Date or Required Cure Date, as applicable or (ii) the effective date of such registration statement.

10. Indemnification. In the event any Registrable Securities are included in a registration statement under this Agreement:

(a) The Company will indemnify and hold harmless the Investor, its heirs, personal representatives and assigns, each of the Investor’s officers, directors, partners, employees and affiliates, any underwriter (as defined in the Securities Act) for the Investor for the offering and each Person, if any, who controls the Investor 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 they may become subject under the Securities Act, the Exchange Act or other federal, state, Canadian, or provincial securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon a Violation; and the Company will pay to each such indemnified party, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case to a particular indemnified party for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such indemnified party.

(b) The Investor will indemnify and hold harmless the Company, each of its directors, each of its officers, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter for the offering, any other stockholder (and any affiliate thereof) selling securities in such registration statement and any controlling Person of any such underwriter or other stockholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal, state, Canadian, or provincial securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Investor expressly for use in connection with such registration; and the Investor will pay, as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this Section 10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld; provided, further, that in no event shall the liability of the Investor under this Section 10(b) or otherwise in connection with the offering exceed the net proceeds from the offering received by the Investor.

(c) Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action (including without limitation any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel (but no more than one separate counsel, plus any required local counsel, with respect to all indemnified parties) with the fees and expenses to be paid by the indemnifying party, if in the reasonable opinion of counsel to an indemnified party, representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interests between, or different defenses available to, such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 10 except if, and only to the extent that, the indemnifying party is actually prejudiced thereby.

(d) The obligations of the Company and the Investor under this Section 10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement.

(e) Any indemnity agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party.

(f) If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by or on behalf of the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. 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. Notwithstanding anything to the contrary in this Section 10, the Investor shall not be required, pursuant to this Section 10 or otherwise in connection with the offering, to contribute any amount in excess of the net proceeds received by the Investor from the sale of Common Stock in the offering to which the losses, claims, damages, liabilities or expenses of the indemnified party relate.

11. Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration, for so long as any Registrable Securities remain outstanding, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(b) remain registered under the Exchange Act and file with the SEC 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 the Investor, so long as the Investor owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing the Investor of any rule or regulation of the SEC which permits the selling of any such securities without registration.

12. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned in whole or in part to any Person acquiring Registrable Securities from the Investor in compliance with the applicable provisions of any relevant agreement between the Investor and the Company, provided that such transferee or assignee delivers to the Company a written instrument by which such transferee or assignee agrees to be bound by the obligations imposed on the Investor under this Agreement to the same extent as if such transferee or assignee was a party hereto; and, upon such an assignment, all references herein to the Investor shall be deemed to constitute references to such transferee or assignee.

13. Limitation on Subsequent Registration Rights. After the date of this Agreement, the Company shall not, without the prior written consent of the Investor as long as there are Registrable Securities outstanding, enter into any agreement with any investor or prospective investor of securities of the Company that would grant such investor registration rights senior to those granted to the Investor hereunder.

14. Amendment; Waiver. Any provision of this Agreement may be amended only with the written consent of the Company and the Investor. The observance of any provision of this Agreement by the Company may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Investor. The observance of any provision of this Agreement by the Investor may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company. Any amendment or waiver effected in accordance with this Section 14 shall be binding upon the Investor, each future holder of Registrable Securities, and the Company. Without limiting the generality of the foregoing, the Company shall not take any action that adversely affects the rights of the Investor with respect to this Agreement without obtaining the prior written consent of the Investor.

15. Specific Performance; Remedies. Each party acknowledges and agrees that the other parties would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies.

16. Changes in Registrable Securities. If, and as often as, there are any changes in the Registrable Securities by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed. Without limiting the generality of the foregoing, the Company will require any successor by merger or consolidation to assume and agree to be bound by the terms of this Agreement, as a condition to any such merger or consolidation.

17. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective successors and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

18. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within Delaware.

19. Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns (as provided in Section 12), heirs, executors and administrators of the parties hereto.

20. Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon receipt by the party to be notified (including by facsimile, receipt confirmed) or three (3) days after being sent by registered or certified mail, postage prepaid and addressed to the party to be notified (a) if to the Investor, at its address set forth in the Subscription Agreement or at such other address as the Investor shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth in the Subscription Agreement, or at such other address as the Company shall have furnished to the parties in writing.

21. Severability. Any invalidity, illegality or limitation on the enforceability of this Agreement or any part hereof as to any party, whether arising by reason of the law of the respective party’s domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other parties. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

22. Titles and Subtitles. The titles and subtitles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

23. Delays or Omissions Remedies Cumulative. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a party of any breach or default under this Agreement, or any waiver by a party of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a party, shall be cumulative and not alternative.

24. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Registration Rights Agreement as of the date first above written.

	WASTE SERVICES, INC.

	By: ___________________________________________
	Name: ________________________________________
	Title: __________________________________________

	INVESTOR:

	______________________________________________

	By: ___________________________________________
	Name:_________________________________________
	Title:__________________________________________

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