UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
WASTE SYSTEMS INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
Preferred Stock, par value $.001 per share
------------------------------------------
(Title and Class of Securities)
94106P209
---------
(CUSIP Number)
H. G. Baldwin
c/o Baldwin, L.P.
1206 Oyster Cove Drive
Grasonville, Maryland 21638
(301) 499-3900
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 2, 1999
------------
(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 this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 2 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Baldwin, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,552,656 shares of common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,552,656 shares of common stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,552,656 shares of common stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3 %
14 TYPE OF REPORTING PERSON
PN
*The Partnership disclaims the shares of Common Stock and Preferred Stock
beneficially owned by Kimberly Robb, Kelly Baldwin, Kevin Baldwin and Kendall
Baldwin, respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 3 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kelly Baldwin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 704,996 shares of common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 704,996 shares of common stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,996 shares of common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
14 TYPE OF REPORTING PERSON
IN
* Kelly Baldwin disclaims the shares of Common Stock and Preferred Stock
beneficially owned by Kimberly Robb, Baldwin, L. P., Kevin Baldwin and Kendall
Baldwin, respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 4 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kimberly Robb
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 704,996 shares of common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 704,996 shares of common stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,996 shares of common stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9 %
14 TYPE OF REPORTING PERSON
IN
*Kimberly Robb disclaims the shares of Common Stock and Preferred Stock
beneficially owned by Baldwin, L.P., Kelly Baldwin, Kevin Baldwin and Kendall
Baldwin, respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 5 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin Baldwin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 663,763 shares of common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 663,763 shares of common stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,763 shares of common stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7 %
14 TYPE OF REPORTING PERSON
IN
*Kevin Baldwin disclaims the shares of Common Stock and Preferred Stock
beneficially owned by Kimberly Robb, Kelly Baldwin, Baldwin, L. P. and Kendall
Baldwin, respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 6 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kendall Baldwin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 663,763 shares of common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 663,763 shares of common stock
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
663,763 shares of common stock.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [X]*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7 %
14 TYPE OF REPORTING PERSON
IN
*Kendall Baldwin disclaims the shares of Common Stock and Preferred Stock
beneficially owned by Kimberly Robb, Kelly Baldwin, Kevin Baldwin and Baldwin,
L. P., respectively.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 7 of 28 Pages
Item 1.Security and Issuer.
--------------------
This statement relates to shares of common stock, par value $.01 per
share (the "Common Stock") and Series C Preferred Stock (convertible into Common
Stock), par value $.001 per share (the "Preferred Stock") of Waste Systems
International, Inc. (the "Issuer"). The principle executive offices of the
Issuer are located at: Lexington Office Park, 420 Bedford Street, Suite 300,
Lexington, MA 02173.
Item 2. Identity and Background
-----------------------
This statement is being filed jointly by Baldwin, L.P., a Maryland
limited partnership (the "Partnership"), Kimberly Robb, Kelly Baldwin, Kevin
Baldwin and Kendall Baldwin.
(a) The principle executive offices of the Partnership are located at
1206 Oyster Cove Drive, Grasonville, Maryland 21638. Horace G. Baldwin is the
general partner of the Partnership. The principal business of the Partnership is
miscellaneous investments.
(b) Ms. Robb, Ms. Baldwin, Mr. H. G. Baldwin, Mr. Kevin Baldwin and Mr.
Kendall Baldwin are all citizens of the United States and all conduct business
at Eastern Trans-Waste of Maryland, Inc., with principal executive officers at:
1402 Ritchie Marlboro Road, Capital Heights, Maryland 20743. Each of Ms. Robb,
Ms. Baldwin, Mr. H. G. Baldwin, Mr. Kevin Baldwin and Mr. Kendall Baldwin is in
the principal business of waste management/recycling.
During the past five years, none of the foregoing parties has (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The Partnership received 142,106 shares of Common Stock and 800 shares of
Preferred Stock (convertible into 1,410,550 shares of Common Stock) in
connection with a merger agreement (the "Merger Agreement") between the Issuer,
WSI Acquisition Co., Eastern Trans-Waste of Maryland, Inc. ("ETW"), and Ms.
Robb, Ms. Baldwin and Messrs. Kevin Baldwin and Kendall Baldwin (collectively,
the "Shareholders"), pursuant to which ETW merged with and into WSI Acquisition
Co., a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with
the Merger, the Shareholders received an aggregate of 2,678,620 shares of Common
Stock and 894 shares of Series C Preferred Stock (convertible into 1,576,292
shares of Common Stock) of the Issuer. Subsequent to the Merger, the
Shareholders transferred by gift the aggregate amount of 142,106 shares of
Common Stock and 800 shares of Preferred Stock to the Partnership.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 8 of 28 Pages
The shares of Preferred Stock cannot be converted into shares of Common
Stock until the shareholders of the Issuer approve such conversion.
Item 4. Purpose of Transaction.
-----------------------
In connection with the Merger, each of Kimberly Robb and Kelly Baldwin
received 646,811 shares of Common Stock and 33 shares of Preferred Stock
(convertible into 58,185 shares of Common Stock) and each of Kevin Baldwin and
Kendall Baldwin received 621,446 shares of Common Stock and 24 shares of
Preferred Stock (convertible into 42,317 shares of Common Stock). Subsequent to
the Merger, the Shareholders transferred by gift to the Partnership 142,106
shares of Common Stock and 800 shares of Preferred Stock (convertible into
1,410,550 shares of Common Stock). The shares of Preferred Stock are not
convertible into shares of Common Stock until the shareholders of the Issuer
approve such conversion.
None of the Partnership, its general partner, Ms. Robb, Ms. Baldwin, Mr.
Kevin Baldwin nor Mr. Kendall Baldwin has any plan or proposal that relates to
or would result in:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on that board of directors;
(e) Any material change in the Issuer's present capitalization or
dividend policy;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of the Issuer's securities to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of the Issuer's equity securities becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 9 of 28 Pages
The Filing Persons and their directors and executive officers reserve the
right to adopt such plans and proposals in the future, subject to applicable
regulatory requirements, if any.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) The Partnership beneficially owns 142,106 shares of Common Stock and
800 shares of Preferred Stock (convertible into 1,410,550 shares of Common
Stock) or 10.3% of the outstanding shares of Common Stock of the Issuer. Ms.
Kimberly Robb beneficially owns 646,811 shares of Common Stock and 33 shares of
Preferred Stock (convertible into 58,185 shares of Common Stock) or 4.9% of the
outstanding shares of Common Stock of the Issuer. Ms. Kelly Baldwin beneficially
owns 646,811 shares of Common Stock and 33 shares of Preferred Stock
(convertible into 58,185 shares of Common Stock) or 4.9% of the outstanding
shares of Common Stock of the Issuer. Mr. Kevin Baldwin beneficially owns
621,446 shares of Common Stock and 24 shares of Preferred Stock (convertible
into 42,317 shares of Common Stock) or 4.7% of the outstanding shares of Common
Stock of the Issuer. Mr. Kendall Baldwin beneficially owns 621,446 shares of
Common Stock and 24 shares of Preferred Stock (convertible into 42,317 shares of
Common Stock) or 4.7% of the outstanding shares of Common Stock of the Issuer.
(b) The Partnership has sole power to vote and the sole power to dispose
of or direct the disposition of the shares of Common Stock it beneficially owns.
The Partnership does not share voting power or dispositive power of the shares
of Common Stock. Each of Ms. Robb, Ms. Baldwin and Messrs. K. Baldwin has sole
power to vote and the sole power to dispose of their respective beneficially
owned shares of Common Stock. Ms. Robb, Ms. Baldwin and Messrs. K. Baldwin do
not share voting power or dispositive power of their respective beneficially
owned shares of Common Stock. The shares of Preferred Stock cannot be converted
into shares of Common Stock until the shareholders of the Issuer approve such
conversion.
(c) Neither the Partnership nor Ms. Robb, Ms. Baldwin, Mr. Kevin Baldwin
and Mr. Kendall Baldwin has effected a transaction in the Common Stock of the
Issuer in the past 60 days other than as set forth in Item 3.
(d) not applicable.
(e) not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
- ----------------------------
In connection with the Merger Agreement, the Issuer and the Shareholders,
entered into a Registration Rights Agreement, dated July 2, 1999 (a copy of
which is attached hereto as Exhibit B), whereby the Shareholders were granted
certain piggy-back registration rights and bound by certain restrictions
contained in the Registration Rights Agreement. Pursuant to the Registration
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 10 of 28 Pages
Rights Agreement and in accordance with a Consent executed by the Partnership,
(a copy of which is attached hereto as Exhibit C), for the purposes of the
Registration Rights Agreement, the Partnership shall be deemed a shareholder of
the Issuer and shall be bound to certain restrictions contained in the
Registration Rights Agreement.
Item 7. Materials to be filed as Exhibits.
----------------------------------
Exhibit A: Joint Filing Agreement.
Exhibit B: Registration Rights Agreement dated as of July 2, 1999 by and
between Waste Systems International, Inc. and each of Kevin
Baldwin, Kendall Baldwin, Kelly Baldwin and Kimberly Robb.
Exhibit C: Consent of Baldwin, L. P. dated July 2, 1999
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 11 of 28 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BALDWIN, L.P.
July 12, 1999 /s/ Horace G. Baldwin
- --------------- -----------------------------------
Date Horace G. Baldwin, General Partner
July 12, 1999 /s/ Kimberly Robb
- ------------- -----------------------------------
Date Kimberly Robb
July 12, 1999 /s/ Kevin Baldwin
- ------------- -----------------------------------
Date Kevin Baldwin
July 12, 1999 /s/ Kelly Baldwin
- ------------- -----------------------------------
Date Kelly Baldwin
July 12, 1999 /s/ Kendall Baldwin
- ------------- -----------------------------------
Date Kendall Baldwin
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 12 of 28 Pages
Exhibit A
JOINT FILING AGREEMENT
Baldwin, L.P. and each of Kimberly Robb, Kevin Baldwin, Kelly Baldwin and
Kendall Baldwin (the "Filing Persons") hereby agree to file jointly a Schedule
13D and any amendments thereto relating to the Common Stock, $.01 par value per
share, of Waste Systems International, Inc., a Delaware corporation, as
permitted by Rule 13d-1 promulgated under the Securities Exchange Act of 1934,
as amended. Each of the Filing Persons agrees that the information set forth in
Schedule 13D and any amendments thereto with respect to that Filing Person will
be true, complete and correct as of the date of that Schedule 13D or that
amendment, to the best of that Filing Person's knowledge and belief, after
reasonable inquiry. None of the Filing Persons makes any representation as to
the accuracy or adequacy of the information set forth in the Schedule 13D or any
amendments thereto with respect to any other Filing Person. Each of the Filing
Persons shall notify the other Filing Person promptly if any of the information
set forth in the Schedule 13D or any amendments thereto becomes inaccurate in
any material respect or if that person learns of information which would require
an amendment to the Schedule 13D.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing
Agreement as of the 12th day of July, 1999.
BALDWIN, L.P.
By:/s/ Horace G. Baldwin
-------------------------------
Horace G. Baldwin
General Partner
/s/ Kimberly Robb
-------------------------------
Kimberly Robb
/s/ Kevin Baldwin
-------------------------------
Kevin Baldwin
/s/ Kelly Baldwin
-------------------------------
Kelly Baldwin
/s/ Kendall Baldwin
-------------------------------
Kendall Baldwin
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 13 of 28 Pages
Exhibit B
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of July 2,
1999 by and between Waste Systems International, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), and each of Kevin
Baldwin, Kendall Baldwin, Kelly Baldwin and Kimberly Robb and their respective
permitted transferees and assigns (collectively, the "Shareholders" and
individually a "Shareholder"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Merger Agreement
(defined below).
W I T N E S S E T H :
WHEREAS, concurrently herewith, the Company, WSI Acquisition Co., a
Delaware corporation and a wholly-owned indirect subsidiary of the Company,
Eastern Trans-Waste of Maryland, Inc., a Maryland corporation, and each of the
Shareholders is entering into an Agreement and Plan of Merger, dated as of July
2, 1999 (the "Merger Agreement"); and
WHEREAS, the execution and delivery of this Agreement is a condition
to entering into the Merger Agreement;
NOW THEREFORE, in consideration of the mutual covenants and
agreements and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
REGISTRATION OF PURCHASER COMMON STOCK
--------------------------------------
1.1 Purchaser shall prepare and file with the SEC two registration
statements on Form S-3, as follows: (i) the first registration statement (the
"Initial Registration Statement"), to be filed within 30 days after the Closing
Date, to register for resale by the Shareholders the Purchaser Common Stock, and
(ii) the second registration statement (the "Second Registration Statement"; and
the Initial Registration Statement together with the Second Registration
Statement, the "Registration Statements") within 30 days following the date (the
"Conversion Date") on which the Purchaser Preferred Stock converts into shares
of Common Stock of the Company, to register for resale by the Shareholders such
shares of Common Stock issued upon conversion of the Purchaser Preferred Stock.
Purchaser shall use its best efforts to cause the Registration Statements to
become effective within 180 days following the Closing Date and shall keep the
Registration Statements effective for at least three years from the respective
dates of effectiveness of such Registration Statements.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 14 of 28 Pages
1.2 If Purchaser has not caused the Registration Statements to become
effective within 180 days after the Closing Date, each Shareholder shall be
entitled to redeem (i) the shares of Purchaser Preferred Stock held by such
Shareholder, in whole or in part, for immediately available funds in an amount
equal to (1) the Liquidation Preference per share of Purchaser Preferred Stock
redeemed plus (2) interest accrued thereon at a rate of 8% per annum from the
Closing Date through the date of redemption and (ii) the shares of Purchaser
Common Stock held by such Shareholder, in whole or in part, for immediately
available funds in an amount equal to (1) the Exchange Price per share of
Purchaser Common Stock redeemed plus (2) interest accrued thereon at a rate of
8% per annum from the Closing Date through the date of redemption.
ARTICLE II
PIGGYBACK REGISTRATIONS
2.1 RIGHT TO PIGGYBACK. Whenever the Company proposes to register any
of its equity securities under the Securities Act (other than for use in a Rule
145 transaction or for registrations for employee plans) and the registration
form to be used may be used for the registration of Registrable Securities (a
"Piggyback Registration"), the Company will give notice to the Shareholders of
its intention to effect such a registration and will include in such
registration all Registrable Securities with respect to which the Company has
received a written request from any Shareholder for inclusion therein within
fifteen (15) days after the receipt of the Company's notice, subject to the
provisions of Section 2.2 and 2.3 hereof. Such requests for inclusion shall
specify the number of Registrable Securities intended to be disposed of by such
Shareholder and the intended method of distribution thereof.
2.2 PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the securities the Company proposes to sell, (ii) second, that number of the
Registrable Securities and other shares of Common Stock proposed to be included
in such registration, pro rata among the respective holders thereof based upon
the total number of shares which such holders proposed to include in such
registration.
2.3 PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders (other than the
Shareholders) of the Company's securities, and the managing underwriters advise
the Company that in their opinion the number of securities requested to be
included in such registration exceeds the number which can be sold in such
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 15 of 28 Pages
offering, the Company will include in such registration only so many of the
Registrable Securities requested to be included in such registration by one or
more Shareholders that the managing underwriters deem advisable, pro rata among
the respective Shareholders thereof based upon the total number of shares which
such Shareholders proposed to include in such registration.
ARTICLE III
HOLDBACK AGREEMENTS
3.1 HOLDBACK OBLIGATIONS. The Shareholders agree not to effect any
public sale or distribution of equity securities of the Company during the seven
(7) days prior to, and the 90-day period beginning on, the effective date of any
underwritten registration in which they are participating (except as part of
such underwritten registration) that relates to Registrable Securities, unless
(i) the managing underwriters of the registered public offering otherwise agree
or (ii) the officers, directors and 5% stockholders of the Company shall not be
similarly restricted.
ARTICLE IV
LOCK-UP AGREEMENT
4.1 Purchaser and each Shareholder agrees that (x) until December 31,
1999, no Shareholder shall sell any shares of Purchaser Common Stock; provided,
however, that (i) the Shareholders may collectively sell up to 20% of their
shares of Purchaser Common Stock through exercise of their rights set forth in
Article II hereof and (ii) each Shareholder may make unlimited gifts of his or
her shares of Purchaser Common Stock (including, without limitation, transfers
to trusts for estate planning purposes or other vehicles including partnership
and escrow agreements) provided that any donee agrees to be bound by the terms
of the foregoing restrictions, (y) during the period from January 1, 2000
through June 30, 2000, the Shareholders may collectively sell up to 20% of their
shares of Purchaser Common Stock (less the number of shares of Purchaser Common
Stock sold by the Shareholders pursuant to clause (i) of this Section 4.1) and
may make unlimited gifts of their shares of Purchaser Common Stock (including,
without limitation, transfers to trusts for estate planning purposes or other
vehicles including partnership and escrow agreements) provided that any donee
agrees to be bound by the terms of the foregoing restrictions, and (z) after
June 30, 2000, no restrictions on sales of shares of Purchaser Common Stock by
the Shareholders shall apply. Any donee as described in clause (ii) or clause
(y) of this Section 4.1 shall be deemed a Shareholder for purposes of this
Agreement and a party hereto.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 16 of 28 Pages
ARTICLE V
REGISTRATION PROCEDURES
5.1 With respect to the Initial and Second Registration Statements
and whenever the Company has determined to effect a registration of its shares
and one or more Shareholders have exercised their Piggyback Registration rights
as herein provided, the Company will use reasonable efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof as quickly as possible, and pursuant
thereto the Company will as expeditiously as reasonably possible:
(a) prepare and file with the Commission a Registration Statement
with respect to such Registrable Securities and use all reasonable efforts to
cause such Registration Statement to become and remain effective until the
completion of the distribution contemplated thereby; provided, that as promptly
as practicable before filing a Registration Statement or Prospectus or any
amendments or supplements thereto, the Company will (i) furnish to counsel
selected by the holders of Registrable Securities, without charge, copies of all
such documents proposed to be filed, and (ii) notify each holder of Registrable
Securities covered by such Registration Statement of (x) any request by the
Commission to amend such Registration Statement or amend or supplement any
Prospectus, or (y) any stop order issued or threatened by the Commission, and
take all reasonable actions required to prevent the entry of such stop order or
to promptly remove it if entered;
(b) (i) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective
until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such
Registration Statement, and (ii) comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such Registration
Statement;
(c) furnish to each seller of Registrable Securities, without charge,
such number of conformed copies of such Registration Statement, each amendment
and supplement thereto, the Prospectus included in such Registration Statement
(including each preliminary Prospectus and, in each case including all exhibits)
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such seller;
(d) use all reasonable efforts (if the offering is underwritten) to
furnish to each seller of Registrable Securities, without charge, a signed copy,
addressed to such seller (and the underwriters, if necessary), of an opinion of
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 17 of 28 Pages
counsel for the Company or special counsel to the holders of the Registrable
Securities covered by such Registration Statement, dated the effective date of
such Registration Statement (and, if such Registration Statement includes an
underwritten public offering, dated the date of the closing under the
underwriting agreement), covering substantially the same matters with respect to
such Registration Statement (and the Prospectus included therein) as are
customarily covered in opinions of issuer's counsel delivered to the
underwriters in underwritten public offerings, and such other legal matters as
the seller (or the underwriters, if any) may reasonably request;
(e) notify the Shareholders, at a time when a Prospectus relating
thereto is required to be delivered under the Securities Act, of the happening
of any event known to the Company as a result of which the Prospectus included
in such Registration Statement, as then in effect, contains an untrue statement
of a material fact or omits to state any fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances under which they were made, and, at the request of any such
Shareholder, the Company will prepare and furnish such Shareholder, without
charge, a reasonable number of copies of a supplement to or an amendment of such
Prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such Prospectus shall not include an
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 in
the light of the circumstances under which they were made;
(f) cause all Registrable Securities to be listed on each securities
exchange and quotation system on which similar securities issued by the Company
are then listed;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of the applicable Registration
Statement;
(h) make available for inspection by the Shareholders, any
underwriter participating in any disposition pursuant to such Registration
Statement and any attorney, accountant or other agent retained by any such
Shareholder or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors, employees and independent accountants to supply all information
reasonably requested by any such Shareholder, underwriter, attorney, accountant
or agent in connection with such Registration Statement to enable them to
conduct a reasonable investigation within the meaning of the Securities Act;
(i) use reasonable efforts to (i) register and qualify the
Registrable Securities covered by such Registration Statement under such
securities or blue sky laws of such jurisdictions as the Shareholders
representing a majority of the Registrable Securities then outstanding
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 18 of 28 Pages
reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times until all Registrable Securities covered by such Registration Statement
are sold in accordance with the intended plan of distribution set forth in such
Registration Statement ("Registration Period"), (iii) take such other actions as
may be necessary to maintain such registrations and qualifications in effect at
all times during the Registration Period and (iv) take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; provided, however, that the Company shall not be required
in connection therewith or as a condition thereto (1) to qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 5.1(i), (2) to subject itself to general taxation in any such
jurisdiction, (3) to file a general consent to service of process in any such
jurisdiction, (4) to provide any undertakings that cause more than nominal
expense or burden to the Company or (5) to make any change in its charter or
by-laws, which in each case the Board of Directors of the Company determines to
be contrary to the best interests of the Company and its stockholders;
(j) subject to other provisions hereof, use all reasonable efforts to
cause such Registrable Securities covered by such Registration Statement to be
registered with or approved by such other governmental agencies or authorities
or self-regulatory organizations as may be necessary to enable the Shareholders
to consummate the disposition of such Registrable Securities; and
(k) promptly notify the Shareholders of the issuance of any stop
order by the Commission or the issuance by any state securities commission or
other regulatory authority of any order suspending the qualification or
exemption from qualification of any of the Registrable Securities under state
securities or "blue sky" laws, and use every reasonable effort to obtain the
lifting at the earliest possible time of any stop order suspending the
effectiveness of any Registration Statement or of any order preventing or
suspending the use of any preliminary Prospectus.
ARTICLE VI
REGISTRATION EXPENSES
6.1 REGISTRATION EXPENSES. All registration and filing fees, fees and
expenses of compliance with securities or blue sky laws (including the fees and
expenses of counsel in connection with blue sky qualifications of the
Registrable Securities), printing expenses, listing fees for securities to be
registered on a national securities exchange or the Nasdaq Stock Market and all
independent certified public accountants, underwriters (excluding discounts and
commissions) and other Persons retained by the Company (all such expenses being
herein called "Registration Expenses"), will be borne by the Company.
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SCHEDULE 13D
CUSIP No. 94106P209 Page 19 of 28 Pages
6.2 SHAREHOLDERS' EXPENSES. The Company shall have no obligation to
pay any underwriting discounts or commissions attributable to the sale of
Registrable Securities, which expenses will be borne by all sellers of
securities (including the Shareholders) included in such registration in
proportion to the aggregate selling price of the securities to be so registered.
ARTICLE VII
INDEMNIFICATION
7.1 COMPANY'S INDEMNIFICATION OBLIGATIONS. The Company agrees to
indemnify and hold harmless each of the Shareholders (collectively, the "Holder
Indemnitees"), as follows:
(i) against any and all loss, liability, claim, damage or
expense arising out of or based upon an untrue statement or alleged
untrue statement of a material fact contained in any Registration
Statement (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or in any preliminary
Prospectus or Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim, damage and
expense to the extent of the aggregate amount paid in settlement of
any litigation, investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim based upon
any such untrue statement or omission or any such alleged untrue
statement or omission, if such settlement is effected with the
written consent of the Company; and
(iii)against any and all expense incurred by them in connection
with investigating, preparing or defending against any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim based upon any such untrue
statement or omission or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
clause (i) or (ii) above;
provided, that this indemnity does not apply to any loss, liability, claim,
damage or expense to the extent arising out of an untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 20 of 28 Pages
conformity with information furnished to the Company by or on behalf of the
Shareholders expressly for use in the preparation of any Registration Statement
(or any amendment or supplement thereto), including all documents incorporated
therein by reference, or of any preliminary Prospectus or Prospectus (or any
amendment or supplement thereto); and provided further, that the Company will
not be liable to any holder under the indemnity agreement in this Section 7.1,
with respect to any preliminary Prospectus or the final Prospectus or the final
Prospectus as amended or supplemented, as the case may be, to the extent that
any such loss, liability, claim, damage or expense of such holder results from
the fact that such holder sold Registrable Securities to a Person to whom there
was not sent or given, at or prior to the written confirmation of such sale, a
copy of the final Prospectus or of the final Prospectus as then amended or
supplemented, whichever is most recent, if the Company has previously and timely
furnished copies thereof to such holder.
7.2 HOLDER'S INDEMNIFICATION OBLIGATIONS In connection with any
Registration Statement in which any Shareholder is participating, each such
Shareholder agrees to indemnify and hold harmless (in the same manner and to the
same extent as set forth in Section 7.1 of this Agreement) the Company and each
Person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act with respect to any statement
or alleged statement in or omission or alleged omission from such Registration
Statement, any preliminary, final or summary Prospectus contained therein, or
any amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made about such holder in reliance upon and in
conformity with information furnished to the Company by or on behalf of such
holder.
7.3 NOTICES; DEFENSE; SETTLEMENT. Promptly after receipt by an
indemnified party hereunder of written notice of the commencement of any action
or proceeding involving a claim referred to in Section 7.1 or Section 7.2 of
this Agreement, such indemnified party will, if a claim in respect thereof is to
be made against an indemnifying party, give written notice to the latter of the
commencement of such action; provided, that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations under Section 7.1 or Section 7.2 of this Agreement except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
the indemnifying party will be entitled to participate in and to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof. Unless (i) legal
counsel for the indemnifying party notifies the indemnified party that there are
or may be legal defenses available to the indemnified party or to other
indemnified parties which are different from or additional to those available to
the indemnifying party, which, if the indemnified party and the indemnifying
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 21 of 28 Pages
party were to be represented by the same counsel, would constitute a conflict of
interest of such counsel or prejudice prosecution of the defenses available to
such indemnified party, or (ii) the indemnifying party shall assume the defense
of a claim and fail to diligently prosecute such defense, then in each such case
the indemnified party, by notice to the indemnifying party, may employ its own
counsel and control the defense of the claim and the indemnifying party shall be
liable for the reasonable fees, charges and disbursements of one firm of counsel
employed by the indemnified party; and the indemnified party shall be promptly
reimbursed or any such fees, charges and disbursements, as and when incurred.
The indemnifying party will not, without the prior written consent of the
indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action, suit or proceeding in respect of
which indemnification may be sought hereunder (whether or not such indemnified
party or any Person who controls such indemnified party is a party to such
claim, action, suit or proceeding), unless such settlement, compromise or
consent includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit or proceeding. Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party will have the right to retain, at
its own expense, counsel with respect to the defense of a claim.
7.4 INDEMNITY PROVISION. Each of the Company and the Shareholders
shall provide for the foregoing indemnity (with appropriate modifications) in
any underwriting agreement with respect to any required registration or other
qualification of securities under any Federal or state law or regulation of any
governmental authority other than the Securities Act.
7.5 PAYMENTS The indemnification required by this Article VII shall
be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred.
ARTICLE VIII
PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
8.1 No Person may participate in any underwritten registration
hereunder unless such Person (i) agrees to sell such Person's securities on the
basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, escrow agreements and other documents required under the terms of
such underwriting arrangements and consistent with the provisions of this
Agreement.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 22 of 28 Pages
ARTICLE IX
DEFINITIONS
9.1 TERMS. As used in this Agreement, the following defined terms
shall have the meanings set forth below:
"BUSINESS DAY" means a day other than Saturday, Sunday or any day on
which banks located in the State of New York are authorized or obligated to
close.
"COMMISSION" means the U.S. Securities and Exchange Commission.
"COMMON STOCK" means the Common Stock of the Company, par value $.01
per share.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any similar Federal statute then in effect, and any reference to a particular
section thereof shall include a reference to the equivalent section, if any, of
any such similar Federal statute, and the rules and regulations thereunder.
"PERSON" means any individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
"PROSPECTUS" means the Prospectus included in any Registration
Statement (including without limitation, a Prospectus that disclosed information
previously omitted from a Prospectus filed as part of an effective Registration
Statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any Prospectus supplement, with respect to the terms
of the offering of any portion of the securities covered by such Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.
"REGISTRABLE SECURITIES" means any shares of Common Stock, including
Purchaser Common Stock, held by the Shareholders. As to any particular
Registrable Securities, such securities will cease to be Registrable Securities
when they have been (x) effectively registered under the Securities Act and
disposed of in accordance with the registration statement covering them or (y)
transferred pursuant to Rule 144 (or any similar rule then in force) under the
Securities Act or otherwise transferred and, in each case, new certificates for
them not bearing a restrictive Securities Act legend have been delivered by the
Company and can be sold without complying with the registration requirements of
the Securities Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 23 of 28 Pages
"REGISTRATION STATEMENT" means any Registration Statement of the
Company which covers any of the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus, amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar Federal statute then in effect, and any reference to a particular
section thereof shall include a reference to a comparable section, if any, of
any such similar Federal statute, and the rules and regulations thereunder.
9.2 DEFINED TERMS IN CORRESPONDING SECTIONS. The following defined
terms, when used in this Agreement, shall have the meaning ascribed to them in
the corresponding Sections of this Agreement listed below:
"AGREEMENT" -- Preamble
---------
"COMPANY" -- Preamble
-------
"HOLDER INDEMNITEES" -- Section 7.1
------------------
"SHAREHOLDERS" -- Preamble
------------
"PIGGYBACK REGISTRATION" -- Section 2.1
----------------------
"REGISTRATION EXPENSES" -- Section 6.1
---------------------
ARTICLE X
MISCELLANEOUS
10.1 REMEDIES. In the event of a breach by any party to this
Agreement of its obligations under this Agreement, any party injured by such
breach, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its
rights under this Agreement. The parties agree that the provisions of this
Agreement shall be specifically enforceable, it being agreed by the parties that
the remedy at law, including monetary damages, for breach of any such provision
will be inadequate compensation for any loss and that any defense in any action
for specific performance that a remedy at law would be adequate is waived.
10.2 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
modification, amendment or waiver of any provision of this Agreement will be
effective against the Company or any holder of Registrable Securities, unless
such modification, amendment or waiver is approved in writing by the Company and
the Shareholders representing a majority of the Registrable Securities then
outstanding. The failure of any party to enforce any of the provisions of this
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 24 of 28 Pages
Agreement will in no way be construed as a waiver of such provisions and will
not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
10.3 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not.
10.4 NOTICES. All notices, requests and other communications
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally against written receipt or by facsimile transmission or
mailed by pre-paid registered or certified mail, return receipt requested or
mailed by overnight courier prepaid to the parties at the following addresses or
facsimile numbers:
(a) If to the Company, to:
Waste Systems International, Inc.
420 Bedford Street, Suite 300
Lexington, MA 02420
Facsimile No.: (781) 862-2929
Attn: Arthur L. Streeter II, Esq.
with a copy to:
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Facsimile No.: (212) 309-6273
Attn.: Nancy H. Corbett, Esq.
(b) If to the Shareholders, to:
Kendall Baldwin
412 Deale Road
Tracy's Landing, Maryland 20779
Kevin Baldwin
1717 Fallowfield Court
Crofton, Maryland 21114
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 25 of 28 Pages
Kelly Baldwin
2123 Colonel Way
Odenton, Maryland 21113
Kimberly Robb
6714 Duck Lane
Tracy's Landing, Maryland 20779
with a copy to:
Cooper and Associates, P.C.
1050 17th St., N.W.
Suite 400
Washington, D.C. 20036
Facsimile No.: (202) 293-5855
Attn.: A. J. Cooper, Esq.
(c) If to any other holder, to:
The last address (or facsimile number) for such Person set
forth in the records of the Company.
All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section 8.4, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section 8.4, be deemed given upon receipt of confirmation,
(iii) if delivered by mail in the manner described above to the address as
provided in this Section 8.4, be deemed given on the earlier of the third full
Business Day following the day of mailing or upon receipt, and (iv) if delivered
by overnight courier to the address provided in this Section 8.4, be deemed
given on the earlier of the first Business Day following the date sent by such
overnight courier or upon receipt. Any party from time to time may change its
address, facsimile number or other information for the purpose of notices to
that party by giving notice specifying such change to the other parties hereto.
10.5 INVALID PROVISIONS. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(iii) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom and (iv) in lieu of such illegal, invalid
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 26 of 28 Pages
or unenforceable provision, there will be added automatically as a part of this
Agreement a legal, valid and enforceable provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.
10.6 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Delaware.
10.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
ARTICLE XI
RULE 144 REPORTING
11.1 The Company hereby agrees as follows:
(a) The Company shall use its best efforts to make and keep public
information available, as those terms are understood and defined in Rule 144
under the Securities Act at all times.
(b) The Company shall use its best efforts to file with the
Commission in a timely manner all reports and other documents as the Commission
may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after
the Company has become subject to such reporting requirements of the Exchange
Act.
(c) The Company shall furnish, without charge, to each holder of
Registrable Securities forthwith upon request (i) a written statement by the
Company as to its compliance with the reporting requirements of Rule 144, and of
the Securities Act and the Exchange Act, (ii) a copy of the most recent annual
or quarterly report of the Company, and (iii) such other reports and documents
so filed as a holder may reasonably request to avail itself of any rule or
regulation of the Commission allowing a holder of Registrable Securities to sell
any such securities without registration.
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 27 of 28 Pages
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
COMPANY:
WASTE SYSTEMS INTERNATIONAL, INC.
By:/s/ Robert Rivkin
-------------------
Name:
Title:
SHAREHOLDERS:
------------
/s/ Kevin Baldwin
---------------------
Kevin Baldwin
/s/ Kendall Baldwin
---------------------
Kendall Baldwin
/s/ Kelly Baldwin
---------------------
Kelly Baldwin
/s/ Kimberly Robb
---------------------
Kimberly Robb
<PAGE>
SCHEDULE 13D
CUSIP No. 94106P209 Page 28 of 28 Pages
Exhibit C
CONSENT
OF
BALDWIN, L.P.
This Consent is made by H.G. Baldwin, as general partner, on behalf of
Baldwin, L.P., a limited partnership organized in accordance with the Maryland
Uniform Limited Partnership Act, pursuant to the Registration Rights Agreement
dated as of July 2, 1999 ("Registration Rights Agreement"), by and among Waste
Systems International, Inc., a Delaware corporation, and each of Kevin Baldwin,
Kendall Baldwin, Kelly Baldwin and Kimberly Robb and their respective permitted
transferees and assigns as set forth in the Registration Rights Agreement (each
a "Shareholder"). All capitalized terms not defined herein shall have the
meanings set forth in the Registration Rights Agreement.
In accordance with Article IV, Section 4.1 of the Registration Rights
Agreement, Baldwin, L.P., as a donee of One Hundred Forty Two Thousand One
Hundred Six (142,106) shares of Purchaser Common Stock and Eight Hundred (800)
shares of Purchaser Preferred Stock from each Shareholder and a permitted
transferee under the Registration Rights Agreement, hereby agrees, that for the
purposes of Section 4.1 of the Registration Rights Agreement, Baldwin, L.P.
shall be deemed a "Shareholder" subject to the restrictions of clauses (x), (y)
and (z) of such Section 4.1, and otherwise agrees to be bound by the terms of
the restrictions contained in Section 4.1 of the Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned general partner of Baldwin, L.P. has
signed this Consent as of the 2nd day of July, 1999.
BALDWIN, L.P.
By:/s/ H. G. Baldwin
-----------------
H.G. Baldwin, General Partner
