JOINDER AGREEMENT
Exhibit 4.11.4
This Joinder Agreement (“Joinder Agreement”) is executed by Xxxxxxx Xxxxxxxx (“Joinder Party”)
as of this 20th day of September 2007.
Background
Pure Earth, Inc. (“PEI) and Dynamic Decisions Strategic Opportunities, a Cayman Islands
corporation (“Seller”) are parties to a certain Stock Purchase Agreement dated as of August 17,
2007 (the “Stock Purchase Agreement”). Capitalized terms used herein and not otherwise defined,
shall have the meanings ascribed thereto in the Stock Purchase Agreement. The Stock Purchase
Agreement contemplates that by execution of a Joinder Agreement, Joinder Party may become a party
to the Stock Purchase Agreement as a “Buyer ” thereunder to the extent of such Buyer’s Committed
Amount.
NOW, THEREFORE, in consideration of the foregoing, the undersigned, WITH THE INTENT TO BE
LEGALLY BOUND HEREBY, agrees as follows:
1. The undersigned Joinder Party hereby agrees to become a party to the Stock Purchase
Agreement, and agrees to 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
“Buyers” (as such term is defined in the Stock Purchase Agreement).
2. The undersigned Joinder Party hereby acknowledges receipt of a copy of the Stock Purchase
Agreement, and that Joinder Party has read and understands the Stock Purchase Agreement.
3. The undersigned Joinder Party hereby acknowledges and agrees that an executed copy of this
Joinder Agreement shall be attached to the Stock Purchase Agreement to evidence the undersigned’s
undertakings hereunder, and that an executed copy of this Joinder Agreement shall be given to each
person who is a party to the Stock Purchase Agreement as well as to the Escrow Agent.
4. The undersigned Joinder Party hereby agrees that its Committed Amount is $81,549.88,
(34,925) shares of the PEI Stock.
5. The name, address, telephone number and contact person of Joinder Party’s broker that will
coordinate the Delivery versus Payment transaction for Joinder Party’s Committed Amount is as
follows:
Xxxxxxxxxxx & Co Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Xxxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
Xxxxxxx.xxxxxxxxxx@xxxxxxxxxxxxx.xxx
6. This Joinder Agreement shall be governed by, construed and enforced in accordance with the
laws of the State of Delaware, without giving effect to principles of conflicts of laws.
IN WITNESS WHEREOF, the undersigned Joinder Party has executed this Joinder Agreement as of
the date first above written.
| JOINDER PARTY | ||||||||
| ACCEPTED AND AGREED TO: | ||||||||
| /s/ Xxxxxxx Xxxxxxxx | ||||||||
| Xxxxxxx Xxxxxxxx | ||||||||
| PURE EARTH, INC. | ||||||||
Addrress
|
0 Xxxx Xxxxx Xxxx, Xxxxx 000 | By: | /s/Xxxx Xxxxxxxxx | |||||
| Xxxx Xxxxxxxxx, Chief Executive Officer | ||||||||
| Xxxx Xxxxxx, XX 00000 | ||||||||
