Registration of Securities (General Form) — Form 10
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-12G Registration of Securities (General Form) HTML 1.79M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 85K
Liquidation or Succession
19: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 109K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 49K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 50K
Liquidation or Succession
6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 44K
Liquidation or Succession
7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 211K
Liquidation or Succession
8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, HTML 215K
Liquidation or Succession
9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, HTML 282K
Liquidation or Succession
10: EX-2.8.1 Plan of Acquisition, Reorganization, Arrangement, HTML 37K
Liquidation or Succession
11: EX-2.8.2 Plan of Acquisition, Reorganization, Arrangement, HTML 39K
Liquidation or Succession
12: EX-2.8.3 Plan of Acquisition, Reorganization, Arrangement, HTML 29K
Liquidation or Succession
13: EX-2.8.4 Plan of Acquisition, Reorganization, Arrangement, HTML 45K
Liquidation or Succession
14: EX-2.8.5 Plan of Acquisition, Reorganization, Arrangement, HTML 54K
Liquidation or Succession
15: EX-2.8.5A Plan of Acquisition, Reorganization, Arrangement, HTML 21K
Liquidation or Succession
16: EX-2.8.6 Plan of Acquisition, Reorganization, Arrangement, HTML 24K
Liquidation or Succession
17: EX-2.8.7 Plan of Acquisition, Reorganization, Arrangement, HTML 180K
Liquidation or Succession
18: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, HTML 112K
Liquidation or Succession
20: EX-3.1.1 Articles of Incorporation/Organization or By-Laws HTML 47K
21: EX-3.1.2 Articles of Incorporation/Organization or By-Laws HTML 44K
22: EX-3.1.3 Articles of Incorporation/Organization or By-Laws HTML 71K
23: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 112K
24: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K
33: EX-4.10 Instrument Defining the Rights of Security Holders HTML 41K
34: EX-4.10.1 Instrument Defining the Rights of Security Holders HTML 25K
35: EX-4.11 Instrument Defining the Rights of Security Holders HTML 40K
36: EX-4.11.1 Instrument Defining the Rights of Security Holders HTML 26K
37: EX-4.11.2 Instrument Defining the Rights of Security Holders HTML 28K
38: EX-4.11.3 Instrument Defining the Rights of Security Holders HTML 27K
39: EX-4.11.4 Instrument Defining the Rights of Security Holders HTML 27K
40: EX-4.12 Instrument Defining the Rights of Security Holders HTML 358K
41: EX-4.13 Instrument Defining the Rights of Security Holders HTML 166K
42: EX-4.14 Instrument Defining the Rights of Security Holders HTML 93K
43: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K
44: EX-4.16 Instrument Defining the Rights of Security Holders HTML 84K
25: EX-4.2 Instrument Defining the Rights of Security Holders HTML 18K
26: EX-4.3 Instrument Defining the Rights of Security Holders HTML 18K
27: EX-4.4 Instrument Defining the Rights of Security Holders HTML 225K
28: EX-4.5 Instrument Defining the Rights of Security Holders HTML 80K
29: EX-4.6 Instrument Defining the Rights of Security Holders HTML 125K
30: EX-4.7 Instrument Defining the Rights of Security Holders HTML 104K
31: EX-4.8 Instrument Defining the Rights of Security Holders HTML 165K
32: EX-4.9 Instrument Defining the Rights of Security Holders HTML 73K
45: EX-10.1 Material Contract HTML 86K
58: EX-10.10 Material Contract HTML 76K
59: EX-10.11 Material Contract HTML 30K
60: EX-10.12 Material Contract HTML 22K
61: EX-10.13 Material Contract HTML 37K
62: EX-10.14 Material Contract HTML 39K
46: EX-10.2 Material Contract HTML 83K
47: EX-10.3 Material Contract HTML 166K
48: EX-10.4 Material Contract HTML 49K
49: EX-10.5 Material Contract HTML 65K
50: EX-10.5.1 Material Contract HTML 146K
51: EX-10.6 Material Contract HTML 69K
52: EX-10.7 Material Contract HTML 295K
53: EX-10.7.1 Material Contract HTML 82K
54: EX-10.7.2 Material Contract HTML 118K
55: EX-10.7.3 Material Contract HTML 56K
56: EX-10.8 Material Contract HTML 110K
57: EX-10.9 Material Contract HTML 44K
63: EX-16.1 Letter re: Change in Certifying Accountant HTML 25K
64: EX-21.1 Subsidiaries of the Registrant HTML 20K
EX-2.8.4 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT (this “
Fourth Amendment”) is
made as of
August 6, 2007, by and among PURE EARTH, INC., a Delaware corporation (“
Buyer”),
CASIE ECOLOGY OIL SALVAGE, INC., a New Jersey corporation (“
Casie”), REZULTZ, INCORPORATED,
a New Jersey corporation (“
Rezultz”), MIDATLANTIC RECYCLING TECHNOLOGIES, INC., a Delaware
corporation (“
MART” and, collectively with Casie and Rezultz, the “
Companies”), REX
MOUSER (“
Mouser”), BRIAN HORNE (“
Horne”) and
GREGORY W. CALL (“
Call” and,
together with Mouser, and Horne, the “
Seller”). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Stock Purchase Agreement (defined below).
RECITALS
WHEREAS, Buyer, Seller, Casie, Rezultz and MART are parties (directly or by joinder) 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, a certain Third Amendment to Stock Purchase
Agreement, dated as of
May 7, 2007, and the Horne Joinder, (as so amended, the “
Stock Purchase
Agreement”); and
WHEREAS, Buyer, Seller, Casie, Rezultz and MART desire to amend the Stock Purchase Agreement
as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter
set forth and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1. Amendments.
(a) Section 3.1(a)(ii) of the Stock Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
(ii) Two Hundred Seventy (270) days after the Closing Date, Buyer shall
issue to Seller an additional Three Hundred Fifteen Thousand (315,000)
shares of unregistered common stock of PEI (the “Additional PEI
Stock”), which Seller agrees not to sell, offer, transfer, agree to
transfer, assign, pledge, hypothecate or otherwise dispose of, directly or
indirectly, for a period of one year after the date of such issuance to
Seller.
(b) The first sentence of Section 3.1(b) of the Stock Purchase Agreement is hereby amended by
deleting the words
“...the second anniversary of the Closing Date,...” and replacing them with the
words “
May 29, 2009”.
(c) The first four sentences of Section 3.2(c) of the Stock Purchase Agreement are hereby
amended and restated in their entirety to read as follows:
Seller shall have until 5:00 p.m. on August 31, 2007 (or such later date as
Call and Buyer shall agree upon in writing) to review the Closing Date
Balance Sheet and the Closing Schedule and to agree or disagree as to
Buyer’s Net Asset Value Calculation. During such time Buyer shall provide
Seller and its Representatives reasonable access to the books and records of
the Companies for the purpose of confirming Buyer’s Net Asset Value
Calculation. If Seller agrees with the Buyer’s Net Asset Value Calculation
or does not object to such calculation in accordance with the following
sentence, the amount of Net Asset Value shown thereon shall be
final and binding upon the parties at 5:00 p.m. on August 31, 2007 (in such
case, the “Final Net Asset Value”). If Seller does not agree with
the Buyer’s Net Asset Value Calculation, Seller shall, prior to 5:00 p.m. on
August 31, 2007, deliver a written objection to Buyer which shall specify in
reasonable detail the basis for the objection, and a computation of the Net
Asset Value asserted by Seller (“Seller’s Net Asset Value
Calculation” and collectively, the “Objection”).
(c) The definition of the phrase “Subordinated Promissory Note” set forth in Exhibit A
DEFINITIONS AND USAGE, attached to and comprising a part of the Stock Purchase Agreement, is hereby
amended and restated in its entirety to read as follows:
“Subordinated Promissory Note” shall mean, collectively, (A)
that certain Subordinated Promissory Note in the form of Exhibit C
attached hereto, pursuant to which $2,425,000 of the principal balance of
the Shareholder Loan (net of the Closing Date Shareholder Loan Payment),will
be paid in three installments of principal, as follows: (i) $312,000 on or
before December 31, 2008, (ii) $478,000 on or before December 31, 2009, and
(iii) $1,635,000 on or before December 31, 2010, together with interest on
the outstanding principal balance at the rate of 6.770% per annum,
compounded monthly, and (B) that certain Subordinated Promissory Note #2, in
the form of Exhibit C-1 attached hereto, as amended on or about the
date of the Fourth Amendment to Stock Purchase Agreement, dated on or about
August 6, 2007, pursuant to which the remaining $1,000,000 of the principal
balance of the Shareholder Loan (net of the Closing Date Shareholder Loan
Payment),will be paid in one installment of principal 240 days after the
Closing Date, with interest on the outstanding principal balance at the rate
of 6.77% per annum, simple interest.
2. Rescission of Objection. The parties acknowledge that by letter dated
July 19,
2007 from Frank Reisenberger (Seller’s counsel) to Gary P. Scharmett, Esquire (Buyer’s
counsel), Seller purported to submit an Objection (as defined in section 3.2(c) of the
Stock Purchase Agreement (the “
Purported Objection”). Seller hereby rescinds the Purported
Objection, effective as of the date of issuance thereof and such Purported Objection shall
be of no force or effect.
3. Effect on Agreement; General Provisions. Except as set forth in this Fourth
Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be
in full force and effect. This Fourth Amendment shall be governed by the provisions of the
Agreement, as amended by this Fourth Amendment, which provisions are incorporated herein by
reference. This Fourth Amendment shall become effective upon its execution, which may
occur in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.
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First Allonge and Amendment to Subordinated Promissory Note #2
This is the first Allonge (the “
First Allonge”), dated as of
August 6, 2007, to (and upon
execution constitutes a part of) the Subordinated Promissory Note #2, dated
March 30, 2007 (the
"
Note”) made by 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”), payable to the order of
Gregory W. Call (“
Call” or “
Payee”) in the
principal amount of One Million Dollars ($1,000,000.00).
The Note was issued under and pursuant to a certain Stock Purchase Agreement dated as of
February 13, 2007, among Pure Earth, Inc., a Delaware corporation, 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 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 on or
about the date hereof (as so amended, the
“SPA”). Terms capitalized but not defined herein shall
have the meanings given to them respectively in the SPA.
Now therefore, in consideration of the agreement of the parties contained herein, and
intending to be legally bound, the parties hereto agree as follows:
1. The first paragraph of the Note is hereby amended and restated in its entirety as follows:
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, plus interest thereon at the rate set
forth below, on the date that is two hundred forty (240) days after the date hereof
or if such date is not a business day, then on the first business day thereafter
(the “Maturity Date”).
2. All other terms of the Note remain in full force and effect.
3. The construction, interpretation and enforcement of this First Allonge shall be governed
by the internal laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, and intending to be legally bound hereby, Maker and Payee have
caused this First Allonge to be executed as of the day and year first above written.
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