Exhibit 4.1


 


AMENDMENT NO. 1 TO WARRANT AGREEMENT


 


THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT,
dated as of May 2, 2022 (this “Amendment”), by and US Ecology, Inc. (f/k/a US Ecology
Parent, Inc.), a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company,
LLC, as the warrant agent (the “Warrant Agent”). Defined terms used herein and not otherwise defined shall have
the meanings given to them in the Warrant Agreement (defined below);


 


WHEREAS, the Company and the Warrant Agent have
previously entered into that certain Assignment, Assumption and Amendment to the Warrant Agreement, dated as of November 1, 2019
(the “Warrant Agreement”);


 


WHEREAS, the Company has entered into that certain
Agreement and Plan of Merger dated as of February 8, 2022, by and among the Company, Republic Services, Inc., a Delaware corporation
(“Parent”), and Bronco Acquisition Corp., a Delaware corporation (“Merger Sub”) and a wholly-owned
subsidiary of Parent (as amended, restated or otherwise modified from time to time, the “Merger Agreement”), pursuant
to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as the
wholly-owned subsidiary of Parent (the “Surviving Entity”);


 


WHEREAS, as a result of the Merger, the Warrants
will be exercisable in an Alternative Issuance in accordance with Section 5.4 of the Warrant Agreement and in connection with the
Merger Agreement, the parties desire to amend the Warrant Agreement to provide for the Alternative Issuance in accordance with Sections
5.4 and 10.8 as set forth herein; and


 


NOW, THEREFORE, in consideration of the premises
set forth herein and the agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:


 


Section 1.         Alternative
Issuance.


 


(a)                  Pursuant
to 5.4 of the Warrant Agreement, following the effective time of the Merger, as a result of the Alternative Issuance (a) no shares
of Common Stock shall be purchasable pursuant to the Warrants and (b) each holder of a Warrant shall be entitled to receive, upon
proper exercise of such Warrant, the amount equal to (x) $48.00 in cash per Warrant minus (y) the Warrant Price (the “Warrant
Payment”); provided that if any Registered Holder properly exercises a Warrant during the thirty (30) day period
following the public disclosure of the consummation of the Merger by the Company pursuant to a Current Report on Form 8-K, the Warrant
Price shall be adjusted as contemplated by Section 5.4 of the Warrant Agreement.


 


(b)                  The
form of Election to Purchase included in Exhibit A to the Warrant Agreement is hereby replaced by the Election Notice attached as
Exhibit A to this Amendment.


 






     


     


    

 


Section 2.         Miscellaneous
Provisions.


 


(a)                  No
Other Amendments; Confirmation. Except as expressly amended by this Amendment, the provisions of the Warrant Agreement are and
shall remain in full force and effect, without any waiver, amendment or modification of any provision thereof.


 


(b)                  No
Third Party Beneficiaries. Nothing in this Amendment expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person other than the parties hereto and the Warrant holders any right,
remedy or claim under or by reason of this Amendment or of any covenant, condition, stipulation, promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements contained in this Amendment shall be for the sole and exclusive benefit of
the parties hereto and their successors and the Warrant holders.


 


(c)                  Governing
Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of New York without giving effect
to the principles of conflicts of laws thereof.


 


(d)                  Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same instrument, and a facsimile or portable document format (pdf) document shall be deemed to be an original signature for
all purposes under this Amendment.


 


(e)                  Entire
Agreement. The Warrant Agreement, as amended hereby, represents the entire understanding of the parties hereto with reference to the
matters set forth herein. The Warrant Agreement, as amended hereby, supersedes all prior negotiations, discussions, correspondence, communications
and prior agreements among the parties hereto relating to the subject matter herein.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the undersigned have caused
this Amendment to be duly executed as of the date first indicated above.


 


	 	US ECOLOGY, INC.
	 	 
	 	By:	/s/ Eric L. Gerratt
	 	 	Name:	Eric L. Gerratt
	 	 	Title:	Executive Vice President, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Warrant Agent
	 	 
	 	By:	/s/ Margot Jordan
	 	 	Name:	Margot Jordan
	 	 	Title:	Head of TA Operations AST & EQ US



 






     


     


    

 


Exhibit A


 






     


     


    

 


Election
to Exercise

(To Be Executed Upon Exercise of Warrant)


 


On May 2, 2022, Bronco Acquisition
Corp. (“Merger Sub”), a wholly-owned subsidiary of Republic Services, Inc. (“Republic”),
merged with and into US Ecology, Inc. (the “Company”), and the Company became a wholly-owned subsidiary of Republic,
pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 8, 2022, by and among Republic, Merger Sub and
the Company (the “Merger”). The Merger constitutes an Alternative Issuance as defined in that certain Assignment,
Assumption and Amendment to the Warrant Agreement dated as of November 1, 2019, by and between the Company and American Stock Transfer
& Trust Company, LLC, as amended on May 2, 2022 to give effect to such Alternative Issuance (the “Warrant Agreement”).
Please complete and return this form in order to exercise the warrant.


 


Pursuant to Section 5.4 of the Warrant Agreement,
the undersigned hereby irrevocably elects to exercise the right to receive an amount of cash equal to (x) $48.00 in cash per Warrant minus
(y) the Warrant Price determined in accordance with the Warrant Agreement, which shall be $42.82 during the period beginning on May 2,
2022 and ending on and including June 1, 2022 (such period, the “Special Exercise Period”) and after the end
of the Special Exercise Period shall be $58.67.


 


[Signature Page Follows]


 






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	Date:            , 20	(Signature)
	 	(Signature)	 	 
	 	 	 	 
	 	 	 	(Address)
	 	(Address)	 	 
	 	 	 	 
	 	(Tax Identification Number)	 	(Tax Identification Number)
	
     

    Signature Guaranteed:

	 
	 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 






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