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”).
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (the “Amendment Agreement”) is made as of March 15, 2010, by and among SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”), as lender and by PURE EARTH RECYCLING (NJ), INC. (formerly named MIDATLANTIC RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually a “Borrowers” or “Obligor” and, collectively, “Borrower” or “Obligors”).
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).
PURE EARTH, INC. One Neshaminy Interplex, Suite 201 Trevose, PA 19053 Subscription Agreement for Purchase of Series C Convertible Preferred Stock Offering Price: $10.00 per Share Minimum Subscription: 500 Series C Shares ($5,000) HOW TO SUBSCRIBESubscription Agreement • December 3rd, 2009 • Pure Earth, Inc. • Refuse systems • Pennsylvania
The attached Subscription Agreement relates to the offering by Pure Earth, Inc., a Delaware corporation (the “Company”) of its Series C Convertible Preferred Stock, par value $.001 per share (the “Series C Shares”) as described in the Company’s Confidential Private Placement Memorandum, dated November 10, 2009. The minimum investment for any subscriber is 500 shares or $5,000. Subscribers can purchase additional shares in excess of the minimum in increments of 100 Series C Shares. Any qualified subscriber who wishes to purchase Series C Shares should deliver the following to the Company, Attention: Brent Kopenhaver, One Neshaminy Interplex, Suite 201, Trevose, PA 19053:
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2009 • Pure Earth, Inc. • Refuse systems • Pennsylvania
This Registration Rights Agreement (“Agreement”) is made as of November ___, 2009, by and among Pure Earth, Inc., a Delaware corporation (the “Company”), and the subscribers for the Company’s Series C Convertible Preferred Stock, par value $.001 per share (the “Series C Shares”). Each of such subscribers is referred to in this Agreement, individually, as a “Shareholder” and, collectively, such subscribers are referred to as the “Shareholders”.
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”).
RE: Series B Preferred Stock of Pure Earth, Inc.Pure Earth, Inc. • May 20th, 2010 • Refuse systems
Reference is made to that certain Investment Agreement among Pure Earth, Inc. (the “Company”) and Fidus Mezzanine Capital,L.P. (“Fidus”) dated as of March 4,2008(the “Investment Agreement”) and (ii) the Certificate of Incorporation of the Company, as amended and restated to date (the “Certificate” and collectively, with the Investment Agreement, the”Investment Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Documents.
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);
Amendment to Nycon Asset Purchase and Consulting Agreements Dated April 1, 2008 and March 9, 2008Nycon Asset Purchase and Consulting Agreements • April 15th, 2010 • Pure Earth, Inc. • Refuse systems
A Seller, Frank Gencarelli, has agreed to revisions to Article 3.1 of the Asset Purchase Agreement between New Nycon, Inc. and Seller as well as the Seller Consulting Agreement in accordance with the following new terms and conditions.
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.
ISDAâ MASTER AGREEMENT dated as of November 12, 2008Master Agreement • March 31st, 2009 • Pure Earth, Inc. • Refuse systems
Susquehanna Bank and Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling Technologies, Inc., and Rezultz, Inc. have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.
ContractTerm Loan Note • April 15th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS FIRST AMENDMENT TO TERM LOAN NOTE (the “Amendment to Note”) is made this 16th day of November, 2009, by and between by and among SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”), as lender and by PURE EARTH TREATMENT (NJ), INC. (formerly named CASIE ECOLOGY OIL SALVAGE, INC.), a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, PURE EARTH RECYCLING (NJ), INC. (formerly named MIDATLANTIC RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually a “Borrower” or “Obligor” and, collectively, “Borrower” or “Obligors”).
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").
RED ROCK LAND DEVELOPMENT, LLC.Pure Earth, Inc. • November 4th, 2008 • Refuse systems
This Memorandum of Understanding shall serve as the basis for amending the current lease in effect for the property and facility known as 1000 Page Avenue, Lyndhurst, New Jersey by and between Pure Earth Materials (NJ), Inc and Red Rock Land Development, LLC. The below listed points were discussed at a meeting held on July 22, 2008 in the offices of Red Rock Land Development, LLC with Mr. Mark Alsentzer, Mr. Joe Kotrosits, Mr. Nick Paniccia, Mr. Frank Weidner and Mr. Marshall Goldstein and as amended on August 05, 2008 and 09 September 2008 due to certain unforeseeable circumstances arising shortly after the meeting of July 22, 2008.
LOAN RESTRUCTURE AGREEMENTLoan Restructure Agreement • April 15th, 2010 • Pure Earth, Inc. • Refuse systems • Pennsylvania
This Loan Restructure Agreement (hereafter referred to as the “Agreement”) is entered into as of December 7, 2009 by and among CoActiv Capital Partners, Inc. (hereinafter referred to as “CoActive”), and Pure Earth, inc. Pure Earth Materials, Inc., (Pennsylvania Corporations) and Juda Construction, Ltd., as co-Borrowers (“Borrowers”).
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”.
SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 16th, 2009 • Pure Earth, Inc. • Refuse systems
THIS SEVENTH AMENDMENT (the “Amendment”), dated October 23, 2009, is entered into by and between PURE EARTH, INC., a Delaware corporation (“Pure Earth”) and all of its wholly owned subsidiaries (collectively, the “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
LICENSE TERMINATION AND EXTINGUISHING AGREEMENTLicense Termination and Extinguishing Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems
This License Termination and Extinguishing Agreement ("Termination Agreement") is entered into as of March 31, 2010, by and between New Nycon, Inc. a Delaware corporation with an address of One Neshaminy Interplex #201 Trevose, PA 19053, a wholly owned subsidiary of Pure Earth, Inc. ("Licensee") and Paul E. Bracegirdle with an address of P.O. Box 88 Langhorne, PA 19047 ("Licensor"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain License Agreement dated as of 30th day of April, 2008 by and between Licensor and Licensee ("Exclusive License Agreement”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • April 15th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (the “Amendment Agreement”) is made this 16th day of November, 2009, by and between by and among SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”), as lender and by PURE EARTH TREATMENT (NJ), INC. (formerly named CASIE ECOLOGY OIL SALVAGE, INC.), a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, PURE EARTH RECYCLING (NJ), INC. (formerly named MIDATLANTIC RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually a “Borrower” or “Obligor” and, collectively, “Borrower” or “Obligors”).
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
