0001104659-19-037100 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among

Agreement and Plan of Merger • June 24th, 2019 • Us Ecology, Inc. • Refuse systems • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  June 24th, 2019
• Company
  Us Ecology, Inc.
• Industry
  Refuse systems
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (this “Agreement”), is entered into as of June 23, 2019, by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Holdco”), Rooster Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Rooster Merger Sub”), ECOL Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Holdco (“Parent Merger Sub”), and NRC Group Holdings Corp., a Delaware corporation (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.

INVESTOR AGREEMENT

Investor Agreement • June 24th, 2019 • Us Ecology, Inc. • Refuse systems • Delaware

• Contract Type
  Investor Agreement
• Filed
  June 24th, 2019
• Company
  Us Ecology, Inc.
• Industry
  Refuse systems
• Jurisdiction
  Delaware

This INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2019 by and among US Ecology, Inc., a Delaware corporation (“Parent”), US Ecology Parent, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Holdco”), the undersigned stockholders (the “Stockholders”) of NRC Group Holdings Corp. a Delaware corporation (the “Company”) and, solely with respect to Section 4, the Company.