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-2.8.3 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (this “
Third Amendment”) is
made as of
May 7, 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”) and
GREGORY W. CALL (“
Call” and, together with Mouser, 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 and a certain Second Amendment
to Stock Purchase Agreement (the “
Second Amendment”) dated as of
March 26, 2007 (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. Amendment.
(a) The first sentence of Section 3.2(b) of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
Within eighty-five (85) days after the Closing Date, Buyer, at its sole cost,
shall prepare and deliver to Seller, a copy of a balance sheet for the
Companies determined in accordance with GAAP, and determined on a
consolidated basis as though the Companies were all part of a consolidated
group as of the Closing Date (the “Closing Date Balance Sheet”).
2. Effect on Agreement; General Provisions. Except as set forth in this Third
Amendment, the terms and provisions of the Agreement are hereby ratified and declared to be in full
force and effect. This Third Amendment shall be governed by the provisions of the Agreement, as
amended by this Third Amendment, which provisions are
incorporated herein by reference. This Third
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.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed as of the day
and year first above written.
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| /s/ Gregory W. Call |
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/s/ Rex Mouser |
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| Gregory W. Call, Individually |
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Rex Mouser, Individually |
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| MIDATLANTIC RECYCLING TECHNOLOGIES, INC. |
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REZULTZ, INCORPORATED |
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By:
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/s/ Gregory W. Call
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By:
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/s/ Gregory W. Call |
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Gregory W. Call, President
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Gregory W. Call, President |
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| CASIE ECOLOGY OIL SALVAGE, INC. |
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PURE EARTH, INC. |
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By:
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/s/ Gregory W. Call
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By:
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/s/ Brent Kopenhaver |
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Gregory W. Call, President
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Brent Kopenhaver, Exec. Vice President |
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