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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of July 24, 1998, between Synagro Technologies, Inc., a
Delaware corporation ("Synagro"), and GroWest, Inc., a California corporation
and formerly known as Professional Growers, Inc. (the "Stockholder).
WHEREAS, pursuant to that certain Stock Purchase Agreement, of even
date herewith, among Synagro, Stockholder and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Stock
Purchase Agreement"), the Stockholder has received on the date hereof shares of
common stock, par value $.002 per share, of Synagro ("Common Stock") the resale
of which by the Stockholder has not been registered pursuant to the Securities
Act (as hereinafter defined; said shares being "Unregistered Common Stock"), a
portion of which were placed in escrow to be delivered to Synagro and/or
Stockholder pursuant to the terms of the Stock Purchase Agreement (the
"Escrowed Shares"); and
WHEREAS, in order to induce the Stockholder to enter into the Stock
Purchase Agreement, Synagro has agreed to provide registration rights on the
terms set forth in this Agreement for the benefit of the Stockholder;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
1. Definitions. The following capitalized terms shall have the
meanings assigned to them in this Section 1 or in the parts of this Agreement
referred to below:
Code: the Internal Revenue Code of 1986, as amended, and any
successor thereto.
Commission: the Securities and Exchange Commission, and any
successor thereto.
Exchange Act: the Securities Exchange Act of 1934, as
amended, and any successor thereto, and the rules and regulations
thereunder.
Exempt Offering: as defined in Section 2.
Registrable Common: shares of Unregistered Common Stock that
were issued and received by the Stockholder on the date hereof
pursuant to the Stock Purchase Agreement (except the Escrowed Shares),
and Escrowed Shares subsequently delivered to the Stockholder,
pursuant to the Stock Purchase Agreement and any additional shares of
Common Stock issued or distributed in respect of any other shares of
Registrable Common by way of a stock dividend or distribution or stock
split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise. For purposes of
this Agreement, shares of Registrable Common will cease to be
Registrable Common when and to the extent that (i) a registration
statement covering such shares has been declared effective under the
Securities Act and such shares have been disposed of pursuant to such
effective registration statement, (ii) such shares are sold pursuant
to Rule 144 or
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become saleable under Rule 144(k), or (iii) such shares have been
otherwise transferred to any person or entity other than the
Stockholder, other than pursuant to Section 10.
Registration Notice: as defined in Section 2
Rule 144: Securities Act Rule 144 (or any similar or
successor provision under the Securities Act).
Securities Act: the Securities Act of 1933, as amended, and
any successor thereto, and the rules and regulations thereunder.
2. Piggyback Registration Rights. Each time that
Synagro proposes to register any Common Stock for its own account
under the Securities Act for a public offering for cash, other than a
registration relating to the offering or issuance of shares in
connection with (i) employee compensation or benefit plans or (ii) one
or more acquisition transactions under a Registration Statement on
Form S-4 or Form S-1 under the Securities Act (or a successor to Form
S-4 or Form S-1) (any such offering or issuance being an "Exempt
Offering"), Synagro will give the Stockholder written notice of its
intent to do so (a "Registration Notice") at least 20 days prior to
the filing of the related registration statement with the Commission.
Such notice shall specify the approximate date on which Synagro
proposes to file such registration statement and shall contain a
statement that the Stockholder is entitled to participate in such
offering and shall set forth the number of shares of Registrable
Common that represents the best estimate of the lead managing
underwriter (or if not known or applicable, Synagro) that will be
available for sale by the Stockholder in the proposed offering. If
Synagro shall have delivered a Registration Notice, the Stockholder
shall be entitled to participate on the same terms and conditions as
Synagro in the public offering to which the Registration Notice
relates (except that the underwriter shall have no over-subscription
rights on the Registrable Common) and to offer and sell shares of
Registrable Common therein only to the extent provided in this Section
2. The Stockholder shall notify Synagro no later than ten days
following receipt of the Registration Notice of the aggregate number
of shares of Registrable Common that the Stockholder then desires to
sell in the offering. The Stockholder may include shares of
Registrable Common in the registration statement relating to the
offering, to the extent that the inclusion of such shares shall not
reduce the number of shares of Common Stock to be offered and sold by
Synagro to be included therein. If the lead managing underwriter
selected by Synagro for a public offering (or, if the offering is not
underwritten, a financial advisor to Synagro) determines that
marketing factors require a limitation on the number of shares of
Registrable Common to be offered and sold in such offering, there
shall be included in the offering only that number of shares of
Registrable Common, if any, requested to be included in the offering
that such lead managing underwriter or financial advisor, as the case
may be, reasonably and in good faith believes will not jeopardize the
success of the offering; and provided, however, that to the extent the
lead managing underwriter, or the financial advisor limits the number
of Shares of Registerable Common to be offered and sold in an
offering, the Registrable Common to be included in such offering shall
be included on a pro rata basis with other holders having comparable
rights under agreements similar to this Agreement.
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3. Registration Procedures. In connection with registrations
under Section 2, and subject to the terms and conditions contained therein,
Synagro shall (a) use its best efforts to prepare and file with the Commission
as soon as reasonably practicable after giving a Registration Notice (but not
less than 20 days after giving such notice), a registration statement with
respect to, among other matters, the Registrable Common and use its best
efforts to cause such registration to promptly become and remain effective for
a period of at least 120 days (or such shorter period during which the
Stockholder shall have sold all Registrable Common which it requested to be
registered); (b) prepare and file with the Commission such amendments
(including post-effective amendments) to such registration statement and
supplements to the related prospectus to reflect appropriately the plan of
distribution of the securities registered thereunder until the completion of
the distribution contemplated by such registration statement or for so long
thereafter as a dealer is required by law to deliver a prospectus in connection
with the offer and sale of the shares of Registrable Common covered by such
registration statement and/or as shall be necessary so that neither such
registration statement nor the related prospectus shall contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
so that such registration statement and the related prospectus will otherwise
comply with applicable legal requirements; (c) provide to the Stockholder and
its counsel, which counsel shall be reasonably satisfactory to Synagro, an
opportunity to review and provide comments with respect to such registration
statement (and any post-effective amendment thereto) prior to such registration
statement (or post-effective amendment) becoming effective; (d) use its best
efforts to register and qualify the Registrable Common covered by such
registration statement under applicable securities or "Blue Sky" laws of such
jurisdictions as the Stockholder shall reasonably request for the distribution
of the Registrable Common; (e) take such other actions as are reasonable and
necessary to comply with the requirements of the Securities Act; (f) furnish
such number of prospectuses (including preliminary prospectuses) and documents
incident thereto as the Stockholder from time to time may reasonably request;
(g) provide to the Stockholder and any managing underwriter participating in
any distribution thereof, and to any attorney, accountant or other agent
retained by the Stockholder or managing underwriter, reasonable access to
appropriate officers and directors of Synagro to ask questions and to obtain
information reasonably requested by the Stockholder, managing underwriter,
attorney, accountant or other agent in connection with such registration
statement or any amendment thereto; provided, however, that (i) in connection
with any such access or request, any such requesting persons shall cooperate to
the extent reasonably practicable to minimize any disruption to the operation
by Synagro of its business and (ii) any records, information or documents shall
be kept confidential by such requesting persons, unless (A) such records,
information or documents are in the public domain or otherwise publicly
available or (B) disclosure of such records, information or documents is
required by court or administrative order or by applicable law (including,
without limitation, the Securities Act); (h) notify the Stockholder and the
managing underwriters participating in the distribution pursuant to such
registration statement promptly (i) when Synagro is informed that such
registration statement or any post-effective amendment to such registration
statement becomes effective, (ii) of any request by the Commission for an
amendment or any supplement to such registration statement or any related
prospectus, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or of any order
preventing or suspending the use of any related prospectus or the initiation or
threat of any proceeding for that purpose, (iv) of the suspension of the
qualification of any shares of Registrable Common included in such registration
statement for sale
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in any jurisdiction or the initiation or threat of a proceeding for that
purpose, (v) of any determination by Synagro that any event has occurred which
makes untrue any statement of a material fact made in such registration
statement or any related prospectus or which requires the making of a change in
such registration statement or any related prospectus in order that the same
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (vi) of the completion of the distribution
contemplated by such registration statement if it relates to an offering by
Synagro; (i) in the event of the issuance of any stop order suspending the
effectiveness of such registration statement or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any shares of Registrable Common included in such registration statement for
sale in any jurisdiction, use reasonable efforts to obtain its withdrawal; (j)
otherwise use reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, but not later than fifteen months after the
effective date of such registration statement, an earnings statement covering
the period of at least twelve months beginning with the first full fiscal
quarter after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11 (a) of the Securities Act;
(k) use reasonable diligence to cause all shares of Registrable Common included
in such registration statement to be listed on any securities exchange
(including, for this purpose, the Nasdaq National Market or the Nasdaq Market
for Small-Cap Issues, as applicable) on which the Common Stock is then listed
at the initiation of Synagro; (l) use reasonable diligence to obtain an opinion
from legal counsel (which may include any General Counsel of Synagro) in
customary form and covering such matters of the type customarily covered by
opinions as the underwriters, if any, may reasonably request; (m) provide a
transfer agent and registrar for all such Registrable Common not later than the
effective date of such registration statement; (n) enter into such customary
agreements (including an underwriting agreement in customary form) as the
underwriters, if any, may reasonably request in order to expedite or facilitate
the disposition of such shares of Registrable Common; and (o) use reasonable
diligence to obtain a "comfort letter" from Synagro's independent public
accountants in customary form and covering such matters of the type customarily
covered by comfort letters as the underwriters, if any, may reasonably request.
As used in this Section 3 and elsewhere herein, the term "underwriters" does
not include the Stockholder.
4. Underwriting Agreement. In connection with each registration
pursuant to Section 2 covering an underwritten registered public offering,
Synagro and the Stockholder agree to enter into a written agreement with the
managing underwriter in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of Synagro's size and investment stature, including
provisions for indemnification by Synagro and the Stockholder as more fully
described in Section 11.
5. Availability of Rule 144. Notwithstanding anything contained
herein to the contrary, (including Section 2), Synagro shall not be obligated
to register shares of Registrable Common held by the Stockholder when the
resale provisions of Rule 144(k) are available to the Stockholder or the
Stockholder is otherwise entitled to sell the shares of Registrable Common held
by it in a brokerage transaction without registration under the Securities Act
and without limitation as to volume or manner of sale or both. In addition,
the Stockholder agrees to give at least ten days prior written notice to the
Company of any intent to sell shares of Registrable Common pursuant to Rule
144.
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6. Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may permit
the sale of the shares of Registrable Common held by the Stockholder to the
public without registration, Synagro agrees to:
(a) make and keep public information available (as those
terms are understood and defined in Rule 144) at all times from and
after 90 days following the effective date of the registration
statement;
(b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of Synagro
under the Securities Act and the Exchange Act at any time that it is
subject to such reporting requirements;
(c) so long as the Stockholder owns any shares of
Registrable Common, furnish to the Stockholder forthwith upon request
a written statement by Synagro as to its compliance with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act (at
any time that it is subject to such reporting requirements), a copy of
the most recent annual or quarterly report of Synagro, and such other
reports and documents filed in accordance with such reporting
requirements as the Stockholder may reasonably request in availing
itself of any rule or regulation of the Commission allowing the
Stockholder to sell any such securities without registration; and
(d) if required by the transfer agent and registrar for
the Common Stock, use reasonable diligence to obtain an opinion from
legal counsel (which may include any General Counsel of Synagro)
addressed to such transfer agent and registrar, with respect to any
sale of shares of Registerable Common pursuant to Rule 144 (or, at the
option of Synagro, pay the reasonable fees and expenses of legal
counsel retained by the Stockholder to provide such an opinion).
7. Market Standoff. In consideration of the granting to the
Stockholder of the registration rights pursuant to this Agreement, the
Stockholder agrees that, for so long as the Stockholder holds shares of
Registrable Common, except as permitted by Section 2, the Stockholder will not
sell, transfer or otherwise dispose of, including, without limitation, through
put or short sale arrangements, shares of Common Stock in the ten days prior to
the effectiveness of any registration (other than relating to an Exempt
Offering) of Common Stock for sale to the public and for up to 90 days
following the effectiveness of such registration (other than relating to an
Exempt Offering).
8. Registration Expenses. All expenses incurred in connection
with any registration, qualification and compliance under this Agreement,
including, without limitation, all registration, filing, qualification, legal,
printing and accounting fees, shall be borne by Synagro, except that all fees
of counsel, accountants and consultants, acting on behalf of the Stockholder
("Stockholder Consultant Fees") shall be borne by the Stockholder. All
underwriting commissions and discounts applicable to shares of Registrable
Common included in the registrations under this Agreement shall be borne by the
Stockholder. Subject to the foregoing, all expenses incident to Synagro's
performance of or compliance with this Agreement, including, without
limitation, all filing fees, fees and expenses of compliance with securities or
Blue Sky laws (including, without limitation, fees and
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disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Common), printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
Synagro's officers and employees performing legal or accounting duties), the
fees and expenses applicable to shares of Registrable Common included in
connection with the listing of the securities to be registered on each
securities exchange (including, for this purpose, the Nasdaq National Market or
Nasdaq Market for Small-Cap Issues, as applicable) on which similar securities
issued by Synagro are then listed at the initiation of Synagro, registrar and
transfer agents' fees and fees and disbursements of counsel for Synagro and its
independent certified public accountants, securities act liability insurance of
Synagro and its officers and directors (if Synagro elects to obtain such
insurance), the fees and expenses of any special experts retained by Synagro in
connection with such registration and fees and expenses of other persons
retained by Synagro and incurred in connection with each registration hereunder
(but not including, without limitation, any underwriting fees, discounts or
commissions attributable to the sale of Registrable Common, Stockholder
Consultant Fees and transfer taxes, if any), will be borne by Synagro.
9. Participation in Underwritten Registrations. The Stockholder
may not participate in any underwritten registration hereunder unless it (a)
agrees to sell Stockholder's securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other
documents reasonably required under the terms of such underwriting
arrangements.
10. Transfer of Registration Rights; Additional Grants of
Registration Rights. The registration rights provided to the Stockholder under
Section 2 hereof may not be transferred to any other person or entity, except
that the Stockholder may assign, on a prorata basis, its rights under this
Agreement (i) to ▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇▇, or an affiliate of the
Stockholder, in conjunction with an assignment of Registrable Common thereto,
(ii) pursuant to the laws of descent and distribution, and (iii) to a successor
to the Stockholder pursuant to a merger, or sale of substantially all of the
assets of the Stockholder; provided, however, that such transferees are bound
by and subject to the terms and conditions contained herein. Synagro may,
without the prior consent of the Stockholder, extend the registration rights
provided for in this Agreement to additional persons or entities who become
holders of Common Stock subsequent to the date of this Agreement by entering
into one or more addenda to this Agreement with any such stockholder, and, upon
execution of any such addenda, any stockholder that is a party thereto shall
thereafter be a "Stockholder" for purposes of this Agreement and any shares of
Common Stock referred to therein as such shall be shares of "Registrable
Common" for purposes of this Agreement. Nothing herein shall limit the ability
of Synagro to grant to any person or entity any registration or similar rights
in the future with respect to Common Stock or other securities of Synagro
(whether pursuant to the foregoing provision or otherwise). In the event the
Registrable Common is held by more than one holder or entity and the lead
managing underwriter or financial advisor, as applicable, limits the number of
Registrable Comments to be offered and sold pursuant to Section 2, the number
of shares of Registrable Common to be offered and sold shall be allocated among
said holders on a pro rata basis based on their holdings of Registrable Common.
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11. Indemnification and Contribution.
(a) Indemnification by the Company. To the extent
permitted by law, Synagro agrees to indemnify and hold harmless the
Stockholder, from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable legal expenses) arising
out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in any registration statement or
prospectus relating to the Registrable Common or in any amendment or
supplement thereto or in any related preliminary prospectus, or
arising out of or based upon any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses arise out of, or are
based upon, any such untrue statement or omission or allegation
thereof based upon information furnished in writing to Synagro by the
Stockholder or on the Stockholder's behalf expressly for use therein.
In connection with an underwritten offering of shares of Registrable
Common, Synagro will indemnify any underwriters of the Registrable
Common, their partners, officers and directors and each person who
controls such underwriters (within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act) on substantially
the same basis as that of the indemnification of the Stockholder
provided in this Section 11(a). Notwithstanding the foregoing,
Synagro's indemnification obligations with respect to any preliminary
prospectus shall not inure to the benefit of the Stockholder or
underwriter with respect to any loss, claim, damage, liability (or
actions in respect thereof) or expense arising out of or based on any
untrue statement or alleged untrue statement or omission or alleged
omission to state a material fact in such preliminary prospectus, in
any case where (i) a copy of the prospectus used to confirm sales of
shares of Registrable Common was sent or given to the person asserting
such loss, claim, damage or liability at or prior to the written
confirmation of the sale to such person and (ii) such untrue statement
or alleged untrue statement or omission or alleged omission was
corrected in such prospectus.
(b) Conduct of Indemnification Proceedings. Promptly
after receipt by the Stockholder of notice of any claim or the
commencement of any action or proceeding brought or asserted against
the Stockholder in respect of which indemnity may be sought from
Synagro, the Stockholder shall notify Synagro in writing of the claim
or the commencement of that action or proceeding; provided, however,
that the failure to so notify Synagro shall not relieve Synagro from
any liability that it may have to the Stockholder otherwise than
pursuant to the indemnification provisions of this Agreement. If any
such claim or action or proceeding shall be brought against the
Stockholder and the Stockholder shall have duly notified Synagro
thereof, Synagro shall have the right to assume the defense thereof,
including the employment of counsel. The Stockholder shall have the
right to employ separate counsel in any such action and to participate
in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Stockholder unless (i) Synagro has
agreed to pay such fees and expenses or (ii) the named parties to any
such action or proceeding include both the Stockholder and Synagro,
and the Stockholder shall have been advised by counsel that there may
be one or more legal defenses available to the Stockholder which are
different from or additional to those available to Synagro, in which
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case, if the Stockholder notifies Synagro in writing that it elects to
employ separate counsel at the expense of Synagro, Synagro shall not
have the right to assume the defense of such action or proceeding on
behalf of the Stockholder; it being understood, however, that Synagro
shall not, in connection with any one such action or proceeding or
separate but substantially similar or related actions or proceedings
in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (together with appropriate local counsel)
at any time for the Stockholder. Synagro shall not be liable for any
settlement of any such action or proceeding effected without Synagro's
written consent.
(c) Indemnification by Holders of Registrable Common. In
connection with any registration in which the Stockholder is
participating, the Stockholder will furnish to Synagro in writing such
information and affidavits as Synagro reasonably requests for use in
connection with any related registration statement or prospectus. To
the extent permitted by law, the Stockholder agrees to indemnify and
hold harmless Synagro, its directors and officers who sign the
registration statement relating to shares of Registrable Common
offered by the Stockholder and each person, if any, who controls
Synagro within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from Synagro to the Stockholder, but only with respect to
information concerning the Stockholder furnished in writing by the
Stockholder or on the Stockholder's behalf expressly for use in any
registration statement or prospectus relating to shares of Registrable
Common offered by the Stockholder, or any amendment or supplement
thereto, or any related preliminary prospectus. In case any action or
proceeding shall be brought against Synagro or its directors or
officers, or any such controlling person, in respect of which
indemnity may be sought against the Stockholder, the Stockholder shall
have the rights and duties given to Synagro, and Synagro or its
directors or officers or such controlling persons shall have the
rights and duties given to the Stockholder, by the preceding
paragraph. The Stockholder also agrees to indemnify and hold harmless
any underwriters of the Registrable Common, their partners, officers
and directors and each person who controls such underwriters (within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act) on substantially the same basis as that of the
indemnification of Synagro provided in this Section 11(c).
Notwithstanding anything to the contrary herein, in no event shall the
amount paid or payable by the Stockholder under this Section 11(c)
exceed the amount of proceeds received by the Stockholder from the
offering of the Registrable Common.
(d) Contribution. If the indemnification provided for in
this Section 11 is unavailable to any indemnified party in respect of
any losses, claims, damages, liabilities or expenses referred to
herein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the
indemnified parties in connection with the actions that resulted in
such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by
reference to, among other
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things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by
such indemnified party or indemnified parties and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such action. Synagro and the Stockholder agree
that it would not be just and equitable if contribution pursuant to
this Section 11(d) were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in this Section 11(d). No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. If
indemnification is available under this Section 11, the indemnifying
parties shall indemnify each indemnified party to the full extent
provided in Sections 11(a) and (c) without regard to the relative
fault of said indemnifying party or indemnified party or any other
equitable consideration provided for in this Section 11(d).
12. Miscellaneous
(a) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified
or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by written instrument
signed by the parties hereto.
(b) Notices. All notices and other communications
provided for or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by
telex or telecopy, or registered or certified mail (return receipt
requested), postage prepaid, or courier to the parties at the
following addresses (or at such other address for any party as shall
be specified by like notice), provided that notices of a change of
address shall be effective only upon receipt thereof. Notices sent by
mail shall be effective upon receipt thereof by the addressee, notices
sent by telecopier shall be effective when receipt is acknowledged,
and notices sent by courier guaranteeing next day delivery shall be
effective on the next business day after timely delivery by the
courier. Notices shall be sent to the following addresses:
(i) if to the Stockholder, at the following
address:
GroWest, Inc.
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
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with copies to:
▇▇▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) if to Synagro, at the following address:
Synagro Technologies, Inc.
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▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. Rome
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
(c) Successors and Assigns. Subject to the provisions of
Section 10, this Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and assigns.
(d) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the
same agreement.
(e) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect
the meaning hereof.
(f) Section References. Unless the context requires
otherwise, references in this Agreement to "Sections" are to Sections
of this Agreement.
(g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT
STATE.
(h) Severability. If any one or more of the provisions
contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any
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respect for any reason, the validity, legality and enforceability of
any such provision in every other respect and of the remaining
provisions contained herein shall not be in any way impaired thereby,
it being intended that all the rights and privileges of the
Stockholder shall be enforceable to the fullest extent permitted by
law.
(i) Entire Agreement; Termination. This Agreement is
intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter
contained herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject
matter. This Agreement, except the provisions of Section 11 (which
shall survive until the expiration of the applicable statutes of
limitations) and this Section 12, shall terminate and be of no further
force or effect when all of the Common Stock delivered to the
Stockholder ceases to be Registrable Common.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
GROWEST, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President
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