X0203 3 2009-12-31 0 0001282398 WCA WASTE CORP WCAA 0001479842 Valerian Christopher M. C/O LIVE EARTH LLC 6140 PARKLAND BLVD., SUITE 300 MAYFIELD HEIGHTS OH 44124 0 0 1 0 Common Stock 5555556 I By Live Earth LLC Common Stock 72628 D Consists of shares aquired or deemed acquired, along with cash, pursuant to the Equity Interest and Asset Purchase Agreement, dated December 12, 2009, among WCA Waste Corporation and its subsidiaries and Live Earth LLC and its subsidiaries in exchange for equity interests in all of Live Earth LLC's subsidiaries and certain related assets and liabilities valued at approximately $43.6 million. Of the shares: (a) 1,555,556 will be issued by WCA if, on or before December 31, 2012, the acquired subsidiaries of Live Earth LLC and related assts ("Live Earth Business") achieves $6.25 million EBITDA for four consecutive fiscal quarters and (b) 444,444 will be issued if, on or before December 31, 2012, the Live Earth Business achieves $7.00 million EBITDA for four consecutive fiscal quarters. The right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on December 31, 2009. The reporting person is the managing member of Live Earth LLC. /s/ Christopher M. Valerian 2010-01-05