SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2006 among Pure Earth, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of PURE EARTH, INC.Pure Earth, Inc. • June 20th, 2008
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, DD Growth Premium (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pure Earth, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS AGREEMENT is made and entered into as of the 19th day of January, 2006, by and between American Transport and Disposal Services Ltd., 85A East 2nd St., Bayonne, NJ 07002, hereinafter collectively referred to as the “Seller” and Mark Alsentzer, doing business as “South Jersey Development, Inc.” and/or assigns and/or nominees, hereinafter collectively referred to as the “Purchaser” (the term “Purchaser” shall extend to in the first instance the original Purchaser named herein and also the assigns of such Purchaser);
EMPLOYMENT AGREEMENT BETWEEN PURE EARTH, INC. AND MARK ALSENTZEREmployment Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 1st day of June, 2008 (the “Effective Date") by and between Pure Earth, Inc., a Delaware corporation (the “Company”) and Mark Alsentzer (the “Employee”).
9% CONVERTIBLE DEBENTURE DUE BYPure Earth, Inc. • June 20th, 2008 • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of Pure Earth, Inc., a Delaware corporation, having its principal place of business at 6 North Baton Rouge Avenue, Ventnor, New Jersey 08406 (the “Company”), designated as its 9% Secured Convertible Debenture, due (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2008 • Pure Earth, Inc.
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof between the Company and each Purchaser (the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of PURE EARTH, INC.Pure Earth, Inc. • June 20th, 2008
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to purchase from Pure Earth, Inc., a Delaware corporation (the “Company”), shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT November 30, 2006 PURE EARTH, INC. AS BUYER AND SHARI L. MAHAN SOLE MEMBER OF ENVIRONMENTAL VENTURE PARTNERS, LLC BIO METHODS, LLC GEO METHODS, LLC AS SELLERMembership Interests Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
This Membership Interests Purchase Agreement and its Exhibit A, dated as of November _____, 2006 (“Agreement”), is being entered into by and among Shari L. Mahan (“Seller”), the sole Member of Environmental Venture Partners, LLC, BIO Methods, LLC and GEO Methods, LLC, each being a Delaware limited liability company (said limited liability companies being collectively referred to as “EVP”), and Pure Earth, Inc., a Delaware corporation (“PEI”) as the Buyer (“Buyer”). The parties to this Agreement are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
REGISTRATION RIGHTS AGREEMENT AMONG PURE EARTH, INC. AND CERTAIN HOLDERS OF ITS SHARES Dated as of March 4, 2008Registration Rights Agreement • June 20th, 2008 • Pure Earth, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT is made and entered into this 4th day of March, 2008 between PURE EARTH, INC., a Delaware corporation (the “Company”), and each of the Persons signatory hereto, whether on the signature pages hereto or pursuant to a joinder agreement (together with their respective successors and permitted assigns, the “Holders” and individually as a “Holder”).
EXHIBIT D GUARANTY AGREEMENTGuaranty Agreement • June 20th, 2008 • Pure Earth, Inc. • New York
THIS GUARANTY AGREEMENT, dated as of the 4th day of March, 2008 (this “Guaranty”), is made by each of the undersigned Subsidiaries of PURE EARTH, INC., a Delaware corporation (the “Company”), and each other Subsidiary of the Company that, after the date hereof, executes an instrument of accession hereto substantially in the form of Exhibit A ((a “Guarantor Accession”); the undersigned and such other Subsidiaries of the Company, collectively, the “Guarantors”), in favor of the Guaranteed Parties (as hereinafter defined). Capitalized terms used herein without definition shall have the meanings given to them in the Investment Agreement referred to below.
FIRST AMENDMENT TO DEBENTURE REDEMPTION AGREEMENTDebenture Redemption Agreement • June 20th, 2008 • Pure Earth, Inc. • New York
This First Amendment to Debenture Redemption Agreement (the “First Amendment”) is made and entered into as of the 2nd day of October, 2007 by and among PURE EARTH, INC., a Delaware corporation (the “Company”) and DYNAMIC DECISIONS STRATEGIC OPPORTUNITIES, a Cayman Islands corporation (the “Holder”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS AGREEMENT is made and entered into as of the 19th day of January, 2006, by and between Whitney Contracting, Inc., 85A East 2nd St., Bayonne, NJ 07002, hereinafter collectively referred to as the “Seller” and Mark Alsentzer, doing business as “South Jersey Development, Inc.” and/or assigns and/or nominees, hereinafter collectively referred to as the “Purchaser” (the term “Purchaser” shall extend to in the first instance the original Purchaser named herein and also the assigns of such Purchaser);
COMMERCIAL LEASECommercial Lease • June 20th, 2008 • Pure Earth, Inc. • New Jersey
This Lease is made and entered into between Redrock Land Development, LLC, 340 Orient Way, Lyndhurst, New Jersey 07071, referred to in this lease as “Lessor,” and Pure Earth Materials (NJ) Inc., One Neshaminy Interplex, Suite 201, Trevose, PA 19053 referred to in this lease as “Lessee”.
JOINDER AGREEMENTJoinder Agreement • June 20th, 2008 • Pure Earth, Inc. • Delaware
This Joinder Agreement (“Joinder Agreement”) is executed by Brent Kopenhaver and Emilie Kopenhaver, joint tenants (“Joinder Party”) as of this 30th day of August 2007.
November 30, 2006 PURE EARTH, INC., AS ACQUIRER AND SHARI L. MAHAN SOLE SHAREHOLDER OF TERRASYN ENVIRONMENTAL CORP. AS SELLERStock Acquisition Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
This Stock Acquisition Agreement and its Exhibit A, dated as of November 30, 2006 (“Agreement”), is being entered into by and among Shari L. Mahan (“Shareholder”) as the seller and the sole Shareholder of Terrasyn Environmental Corp., a Connecticut corporation (“TEC”), and Pure Earth, Inc., a Delaware corporation (“PEI”) as the acquirer (“Acquirer”). The parties to this Agreement are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTConfidentiality, Non-Competition and Non-Solicitation Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement") is entered into on this 20th day of November, 2007, by and among Soil Disposal Group, Inc., a New York corporation (“Representative"), PEI Disposal Group, Inc., a Delaware corporation (the “Company” and with Pure Earth, Inc., a Delaware corporation (“PEI”), and any and all subsidiaries and affiliates of PEI and the Company, individually, a “PEI Entity” and, collectively, the “PEI Entities"), and ________________ residing at ________________ (hereinafter, “you” or “your").
JOINDER AGREEMENTJoinder Agreement • June 20th, 2008 • Pure Earth, Inc. • Delaware
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.
JOINDERStock Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
WHEREAS, Pure Earth, Inc. (“Pure Earth”), Casie Ecology Oil Salvage, Inc. (“Casie”), MidAtlantic Recycling Technologies, Inc. (“MART”), Rezultz, Incorporated (“Rezultz”), Rex Mouser (“Mouser”) (pursuant to a certain Joinder to Stock Purchase Agreement executed by Mouser), and Gregory W. Call (“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, a certain Second Amendment to Stock Purchase Agreement dated as of March 26, 2007, and a certain Third Amendment to Stock Purchase Agreement, dated as of May 7, 2007 (as so amended, the "Stock Purchase Agreement”); and
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 20th, 2008 • Pure Earth, Inc.
THIS THIRD AMENDMENT (the “Amendment”), dated November 13, 2007, is entered into by and between PURE EARTH, INC., a Delaware corporation (“Pure Earth”) and its wholly owned subsidiaries, PURE EARTH TRANSPORTATION AND DISPOSAL, INC., a Pennsylvania corporation, PURE EARTH MATERIALS, INC., a Delaware corporation, ***, a *** *** corporation, and JUDA CONSTRUCTION, LTD., a New York corporation, (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
Pure Earth, Inc. One Neshaminy Interplex, Suite 201 Trevose, PA January 7, 2008Pure Earth, Inc. • June 20th, 2008
Reference is made to the Fifth Amendment to Stock Purchase Agreement, dated December 21, 2007, (the “Fifth Amendment”). I have had an opportunity to review the Fifth Amendment since our meeting and have found several calculation errors as follows:
AGREEMENTPure Earth, Inc. • June 20th, 2008 • New Jersey
This agreement made by and between NORTH BERGEN ASPHALT PRODUCT LLC, a New Jersey Limited Liability Company, having an office at 90 West Franklin Street, Hackensack, New Jersey, 07601, referred to as “Owner” or “NBP”, and SOUTH JERSEY DEVELOPMENT, INC. a Division of Pure Earth, Inc., a corporation organized under the laws of the State of Delaware, having a principal place of business at One Neshaminy Interplex, Trevose, PA 19053, being duly authorized to transact business within the State of New Jersey, referred to as “Manager” or “SJD”. The agreement is referred to as the “Agreement”.
WARRANT TO PURCHASE COMMON STOCK OF PURE EARTH, INC.Pure Earth, Inc. • June 20th, 2008 • New York
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
JOINDERPure Earth, Inc. • June 20th, 2008
WHEREAS, Pure Earth, Inc., Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling Technologies, Inc., Rezultz, Incorporated and Gregory W. 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
JOINDER AGREEMENTJoinder Agreement • June 20th, 2008 • Pure Earth, Inc. • Delaware
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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS AGREEMENT is made and entered into as of the Fifth (5th) day of January, 2006, by and between Alchemy Development, LLC, P.O. Box 2312, Southeastern, PA 19399, hereinafter collectively referred to as the “Seller” and Mark Alsentzer, doing business as “South Jersey Development, Inc.” and/or assigns and/or nominees, hereinafter collectively referred to as the “Purchaser” (the term “Purchaser” shall extend to in the first instance the original Purchaser named herein and also the assigns of such Purchaser);
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 20th, 2008 • Pure Earth, Inc.
THIS FIRST AMENDMENT (the “Amendment”), dated December 29, 2006, is entered into by and between PURE EARTH, INC., a Delaware corporation (“Pure Earth”) and its wholly owned subsidiaries, SOUTH JERSEY DEVELOPMENT, INC., a Pennsylvania corporation (“South Jersey”), AMERICAN TRANSPORTATION & DISPOSAL SYSTEMS, LTD., a Delaware corporation (“American”), and JUDA CONSTRUCTION, LTD., a New York corporation (“Juda”), (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
SUBSCRIPTION AGREEMENT PURE EARTH, INC. Private Placement of up to 20,000 Shares of Series A Preferred Stock Offering: Preferred Stock Interests Offering Price: $50.00 Per Share Minimum Investment: 1,000 Shares ($50,000) Maximum Investment: 20,000...Subscription Agreement • June 20th, 2008 • Pure Earth, Inc. • Delaware
STOCK PURCHASE AGREEMENT February 13, 2007 PURE EARTH, INC., CASIE ECOLOGY OIL SALVAGE, INC., MIDATLANTIC RECYCLING TECHNOLOGIES, INC., REZULTZ, INCORPORATED, and GREGORY W. CALL And such other parties as may execute this agreement by joinderStock Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
This Stock Purchase Agreement, dated as of February 13, 2007 (“Agreement”), is being entered into by and among Pure Earth, Inc., a Delaware corporation (“Buyer”), Gregory W. Call, an individual (“Call” and, collectively with Brian Horne and Rex Mouser who are each expected to become party to this Agreement by executing a joinder in the form attached hereto as Exhibit D, the “Seller”), Casie Ecology Oil Salvage, Inc., a New Jersey corporation (“Casie”), MidAtlantic Recycling Technologies, Inc., a Delaware corporation (“MART”) and Rezultz, Incorporated, a New Jersey corporation (“Rezultz”) (Casie, MART and Rezultz are each referred to herein, individually, as a “Company” and collectively, as the “Companies”). The parties to this Agreement are sometimes referred to herein, individually, as a “Party” and collectively, as the “Parties”.
ContractSecurity Agreement • June 20th, 2008 • Pure Earth, Inc. • New Jersey
This Loan and Security Agreement (“Agreement”) made on October 5, 2005, is by and among Casie Ecology Oil Salvage, Inc. (“Casie”), MidAtlantic Recycling Technologies, Inc. (“MART”), and Rezultz, Incorporated (“Rezultz”) (jointly and severally, the “Borrower(s)”), having an office at PO Box 92, 3209 North Mill Road, Vineland, NJ 08322, and Gregory W. Call (“Guarantor(s)”) (Borrower and any Guarantor are hereinafter referred to as the “Obligor(s)”) and Parke Bank (“Lender”), having an office at 601 Delsea Drive, PO Box 40, Sewell, New Jersey 08080.
ASSET PURCHASE AGREEMENT Among PEI DISPOSAL GROUP, INC. RICHARD RIVKIN AND SOIL DISPOSAL GROUP, INC. And AARON ENVIRONMENTAL GROUP, INC. STEPHEN SHAPIRO JEFFREY BERGER AND JAMES CASE NOVEMBER 20, 2007Asset Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits attached hereto, the “Agreement”) is made this 20th day of November, 2007 by and among PEI DISPOSAL GROUP, INC., a Delaware corporation (“Buyer”), RICHARD RIVKIN (“RR”) and SOIL DISPOSAL GROUP, INC., a New York corporation (“Representative” and with RR, individually as “Seller” and collectively, the “Sellers”), and Aaron Environmental Group, Inc., a New York corporation, wholly-owned by RR (“AEG”), Stephen F. Shapiro (“Shapiro”), Jeffrey Berger (“Berger”), and James Case (“Case”; and together with AEG, Shapiro and Berger, collectively referred to herein as the (“Shareholders”), which Shareholders own all of the issued and outstanding capital stock of Representative.
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTSCredit and Security Agreement • June 20th, 2008 • Pure Earth, Inc.
THIS SECOND AMENDMENT (the “Amendment”), dated May 16, 2007, is entered into by and between PURE EARTH, INC., a Delaware corporation (“Pure Earth”) and its wholly owned subsidiaries, PURE EARTH TRANSPORTATION AND DISPOSAL, INC., a Pennsylvania corporation, PURE EARTH MATERIALS, INC., a Delaware corporation, and JUDA CONSTRUCTION, LTD., a New York corporation, (collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
Form of Replacement Call Note SUBORDINATED PROMISSORY NOTEPure Earth, Inc. • June 20th, 2008
For value received and intending to be legally bound, Casie Ecology Oil Salvage, Inc., a New Jersey corporation, MidAtlantic Recycling Technologies, Inc., a Delaware corporation, and Rezultz, Incorporated, a New Jersey corporation (collectively, “Maker”), hereby jointly and severally promise to pay, to the order of Gregory W. Call (“Payee”), the principal sum of One Million Dollars ($1,000,000) lawful money of the United States of America, in accordance with the terms and conditions set forth below, together with interest from and after the date hereof on the outstanding principal balance at a rate per annum of six and seventy seven one hundredths percent (6.77%) (the “Interest Rate”).
Pure Earth, Inc. December 21, 2007Pure Earth, Inc. • June 20th, 2008 • Pennsylvania
Reference is hereby made to that certain Stock Purchase Agreement dated as of February 13, 2007, among Pure Earth, Inc., (“Pure Earth”), Casie Ecology Oil Salvage, Inc. (“Casie”), MidAtlantic Recycling Technologies, Inc. (“MART”), Rezultz, Incorporated (“Rezultz”), Rex Mouser (“Mouser”) (pursuant to a certain Joinder to Stock Purchase Agreement executed by Mouser), Brian Horne (“Horne”) (pursuant to a certain Joinder to Stock Purchase Agreement executed by Horne; the “Horne Joinder”) and Gregory W. Call (“Call”), as amended by a certain First Amendment to Stock Purchase Agreement dated as of February 28, 2007, a certain Second Amendment to Stock Purchase Agreement dated as of March 26, 2007, a certain Third Amendment to Stock Purchase Agreement, dated as of May 7, 2007, the Horne Joinder, and a certain Fourth Amendment to Stock Purchase Agreement, dated as of August 6, 2007(as so amended, the “Stock Purchase Agreement”). Capitalized terms used in this letter and not otherwise defined s
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 20th, 2008 • Pure Earth, Inc. • Pennsylvania
THIS AGREEMENT is made and entered into as of the 19th day of January, 2006, by and between South Jersey Development, Inc., and its shareholders, 6 Baton Rouge Avenue, Ventnor, NJ 08406, hereinafter collectively referred to as the “Seller” and Info Investors, Inc., 6 Baton Rouge Avenue, Ventnor, NJ 08406, hereinafter referred to as the “Purchaser” (the term “Purchaser” shall extend to in the first instance the original Purchaser named herein and also the assigns of such Purchaser);
PURE EARTH, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 20th, 2008 • Pure Earth, Inc. • Delaware
An Award of Restricted Stock is hereby awarded on , 20_____ (the “Award Date”) by Pure Earth, Inc., a Delaware corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions and the conditions contained in the Company’s 2007 Stock Incentive Plan (the “Plan”):
