JOINDER
Exhibit 2.8.6
WHEREAS, Pure Earth, Inc., Xxxxx Ecology Oil Salvage, Inc., MidAtlantic Recycling
Technologies, Inc., Rezultz, Incorporated and Xxxxxxx X. Call are parties to a certain Stock
Purchase Agreement dated as of February 13, 2007, as amended by a certain First Amendment to Stock
Purchase Agreement dated as of February 28, 2007 (as so amended, the “Stock Purchase Agreement”);
and
WHEREAS, the execution and delivery of this Joinder by the undersigned is a condition
precedent to the consummation of the transactions contemplated by the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing, the undersigned, WITH THE INTENT TO BE
LEGALLY BOUND HEREBY, agrees as follows:
1. The undersigned hereby agrees to become a party to the Stock Purchase Agreement, and agrees
that he shall be bound by and comply with all of the terms and conditions of, and be entitled to
all of the rights and benefits arising from, the Stock Purchase Agreement relating to “Seller” (as
such term is defined in the Stock Purchase Agreement). Without limiting the foregoing, the
undersigned hereby agrees that he shall be (i) liable, to the extent set forth in the Stock
Purchase Agreement, for the representations and warranties of Seller set forth in Sections 5 and 6
of the Stock Purchase Agreement, and for the indemnification obligations of Seller set forth in
Section 11 of the Stock Purchase Agreement, and (ii) entitled, to the extent set forth in the Stock
Purchase Agreement, to receive a share of the Purchase Price (as such term is defined in the Stock
Purchase Agreement).
2. The undersigned hereby acknowledges and agrees that he has received a copy of the Stock
Purchase Agreement, and that he has read and understands the Stock Purchase Agreement.
3. The undersigned also hereby acknowledges and agrees that an executed copy of this Joinder
shall be attached to the Stock Purchase Agreement to evidence the undersigned’s undertakings
hereunder, and that an executed copy of this Joinder shall be given to each person who is a party
to the Stock Purchase Agreement.
4. This Joinder shall be governed by, construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned has executed this Joinder as of the 21st day of March,
2007.
| /s/ Xxxxxxx X. Call | /s/ Xxx Xxxxxx | |||
| Witness | Xxx Xxxxxx | |||
| Address: | 0000 Xxxxx Xxxx Xxxx | |||
| Xxxxxxxxxxxx, XX, 00000 | ||||
