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EXHIBIT 10.39
 ***Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities
and Exchange Commission. A complete copy of this Agreement has been filed with the Securities and Exchange Commission.
 EQUITY INTEREST PURCHASE AGREEMENT
 among
 WCA of OKLAHOMA, LLC,
 as Buyer,
 and
 ROY TAYLOR YOKLEY and TROY WILLIAM YOKLEY
 as Sellers,
 and
 AMERICAN WASTE, INC.,
N.E. LAND FILL, INC.
PAULS VALLEY LANDFILL, INC., and
SOONER WASTE, L.L.C.,
 as the Companies




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EQUITY INTEREST PURCHASE AGREEMENT
 THIS EQUITY INTEREST PURCHASE AGREEMENT Agreement Buyer Company Companies Party Parties
 WHEREAS
 WHEREAS
 WHEREAS Business
 WHEREAS
 NOW, THEREFORE
 1. PURCHASE OF EQUITY INTERESTS
  2. CONSIDERATION
 2.1 Purchase Price Purchase
Price




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Adjusted Cash Purchase Price
 2.2 Variable Purchase Price
 2.3 Working Capital Adjustment
 Worksheet Working Capital Adjustment
 3




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Closing Statement
 2.4 Fixed Capital Adjustment Schedule 2.4
 3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
  4




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3.1 Due Organization
 Schedule
3.1(a)
 Schedule 3.1(b)
 3.2 Authorization, Validity and Effect of Agreements .
  Schedule 3.2
 5




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3.3 Equity Interests of the Companies
 Schedule
3.3(a) Schedule 3.3(b) .
 Schedule 3.3(b) Schedule 3.3(b) .
 3.4 Obligations to Issue or Sell Equity Interests Schedule 3.4
 3.5 Subsidiaries Schedule 3.5
 6




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3.6 Predecessor Status; etc Schedule 3.6 Schedule 3.6
 3.7 Financial Statements .
 Schedule 3.7(a) Financial Statements
 Schedule 3.7(b) Interim Financial Statements
 Schedules 3.7(a) and 3.7(b)
 3.8 Liabilities and Obligations Schedule 3.8(a) Schedule 3.8(b) Schedule 3.30 Schedule 3.8(a) Retained Liabilities
 3.9 Approvals Schedule 3.9 Schedule 3.9
 7




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3.10 Accounts and Notes Receivable Schedule 3.10 Schedule 3.10
 3.11 Permits and Intangibles Schedule
3.11 Schedule 3.11 Schedule 3.11
 3.12 Personal Property, Options and Leases Schedule 3.12 Schedule 3.12 Schedule 3.12 Schedule 3.12 Schedule 3.12 Schedule 3.12 Schedule 3.12A Excluded Assets
 8




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3.13 Customers; Contracts and Commitments .
 Schedule 3.13(a)
 Schedule 3.13(b) Contracts
 Schedule 3.13(c)
 3.14 Real Property Schedule 3.14
 Schedule 3.14 s Real Property Lien Schedule 3.14
 9




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3.15 Insurance Schedule 3.15
 3.16 Employment Matters Schedule 3.16
 3.17 Parachute Provisions Schedule
3.17
 3.18 Benefit Plans; ERISA Compliance
 Schedule 3.18 ERISA Pension Plans Welfare Plans
 10




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11




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Schedule 3.18
  3.19 Conformity with Law
  12




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3.20 Taxes
 Schedule 3.20 Schedule 3.20 Schedule
3.20 Schedule 3.7
 Schedule 3.20
  13




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3.21 Completeness
 3.22 Government Contracts Schedule 3.22
 3.23 Absence of Changes Schedule 3.23
  14




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3.24 Deposit Accounts; Powers of Attorney Schedule 3.24
  15




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Schedule 3.24
 3.25 Proprietary Rights Schedule 3.25
 3.26 Validity of Obligations
 3.27 Relations with Governments
 3.28 Conflicts of Interest Schedule 3.28
 16




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3.29 Environmental Matters Schedule 3.29 Schedule 3.29
 Schedule 3.29
   17




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Schedule 3.29
           18




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3.30 No Brokers or Finders Fees Schedule 3.30
 3.31 Litigation Schedule 3.31 Schedule 3.31
 19




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3.32 Disclosure
 4. REPRESENTATIONS OF BUYER
  4.1 Due Organization
 4.2 Execution
   4.3 Conformity with Law
 20




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4.4 No Brokers or Finders Fees
 4.5 Access to Information; Counsel
 5. COVENANTS OF THE PARTIES
 5.1 Notices and Approvals .
 5.2 Access to Information
   21




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5.3 Copies of Agreements
 5.4 Records
 5.5 Taxes .
   22




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5.6 Conduct of the Business Pending the Closing Date
        23




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5.7 Compliance with Laws
 5.8 Notice of Breach
 5.9 Consents
 5.10 Exclusivity
 5.11 Public Announcements . provided, however
 5.12 Reasonable Efforts
 24




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5.13 Notification
 5.14 Injunctions
 5.15 Owned Real Property .
 Title Commitment . Title Commitment Title Company Real Property
Encumbrances
 Survey . Survey
 Title and Survey Objections . Objections
 25




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Cure Period . Cure Period Buyer Termination Notice Permitted Title
Encumbrances
 Review of Documents .
 (f) Inspections and Tests . provided, however
 5.16. Audit
 26




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5.17 [INTENTIONALLY OMITTED]
 5.18 Supplementation of Schedules .
 5.19 Allocation of Purchase Price .
 5.20 Substitution of Financial Assurance Schedule
5.20
 5.21 Transition Operations
 27




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6. NONCOMPETITION
 6.1 Prohibited Activities
       6.2 Damages
 28




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6.3 Independent Covenant
 6.4 Materiality and Enforceability
 7. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
 7.1 Survival of Covenants, Representations, and Warranties
   29




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7.2 Indemnification by Sellers provided, however
 7.3 Indemnification by Buyer provided, however
 30




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7.4 Notice and Defense of Third Party Claims
 7.5 Insurance, Payment and Interest
 31




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7.6 Buyers Right of Withholding and Offset
   7.7 NEGLIGENCE AND STRICT LIABILITY
 7.8 Limits of Liability
 this Agreement
  32




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8. BUYERS CONDITIONS TO CLOSING.
  8.1 Representations and Warranties
 8.2 Compliance with Conditions
 8.3 Suit or Proceeding .
 8.4 Consents and Approvals
    8.5 Material Adverse Change
 8.6 Assumption Agreement
 33




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8.7 Resignations; Releases
 8.8 Permits and Licenses
 8.9 Satisfactory Completion of Due Diligence Investigation
 9. CONDITIONS TO SELLERS OBLIGATION TO CLOSE
  9.1 Representations and Warranties
 9.2 Compliance with Conditions
 9.3 Suit or Proceeding
 10. THE CLOSING; DELIVERIES
 10.1 The Closing Closing Closing Date
 10.2 Deliveries by Sellers . ,
 34




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10.3 Deliveries by Buyer .
 35




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11. CERTAIN DEFINITIONS
    Benefit Plan
    36




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37




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38




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12. TERMINATION
 12.1 Termination
   Defaulting Party
 39




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provided however
   13. GENERAL
 13.1 Costs .
 13.2 Entire Agreement
 13.3 Counterparts
 13.4 Notices
 40




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If to Sellers:
    
    Roy YokleyTroy Yokley10320 Mantle DriveOklahoma City, OK 73162Copy to:
    
    Fulkerson and Fulkerson10444 Greenbriar PlaceOklahoma City, OK 73159H. Edward DeBeeDeBee Gilchrist100 N. BroadwaySuite 1500Oklahoma City, OK 73102Facsimile: 405-232-9898If to Buyer:
    
    WCA of Oklahoma, LLCOne Riverway, Suite 1400Houston, Texas 77056Attention: Michael L. Paxton,Vice President -AcquisitionsTelecopy: 713-292-2455Copy to:
    
    WCA Waste CorporationOne Riverway, Suite 1400Houston, Texas 77056Attention: J. Edward Menger,Vice President and General CounselTelecopy: 713-292-2455
  13.5 Modification or Waiver
 13.6 Binding Effect and Assignment provided, however provided further
 41




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13.7 Governing Law; Venue
 THIS AGREEMENT, AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION,
PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, PROVISIONS CONCERNING
LIMITATIONS OF ACTION), SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF OKLAHOMA (EXCLUSIVE OF THE CONFLICT OF LAW PROVISIONS THEREOF) APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
 IF ANY DISPUTE ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
TERMINATION THEREOF, OR THE RELATIONSHIP CREATED BY OR DESCRIBED IN THIS AGREEMENT, THE
PARTIES AGREE TO BRING SUIT UPON ALL SUCH MATTERS THEN IN DISPUTE ONLY IN THE UNITED STATES
DISTRICT COURT FOR THE WESTERN DISTRICT OF OKLAHOMA.
 THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.
 THE SELLERS HEREBY IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS IN ANY ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE SELLERS AT THEIR ADDRESSES SET FORTH IN SECTION 13.4 HEREIN, SUCH SERVICE TO
BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
 13.8 Section Headings
 13.9 Severability .
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13.10 Drafting
 13.11 References
 13.12 Calendar Days, Weeks, Months and Quarters
 13.13 Gender; Plural and Singular
 13.14 Cumulative Rights
 13.15 No Implied Covenants
 13.16 Indirect Action
 13.17 Attorneys Fees
 13.18 Time of the Essence .
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 43




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IN WITNESS WHEREOF
 Buyer:WCA OF OKLAHOMA, LLCa Delaware limited 
liability companyBy:Name:Title:SELLERS:/s/ Roy Taylor YokleyROY TAYLOR YOKLEY, Individually/s/ Troy William YokleyTROY WILLIAM YOKLEY, IndividuallyCOMPANIES:AMERICAN WASTE, INC.,an Oklahoma corporationBy:Name:Title:N.E. LAND FILL, INC.,an Oklahoma corporationBy:Name:Title:
 44




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PAULS VALLEY LANDFILL, INC.,an Oklahoma corporationBy:Name:Title:SOONER WASTE, L.L.C.,an Oklahoma limited liability companyBy:Name:Title:
 45