Filed by Bowne Pure Compliance





Exhibit 4.11




STOCK PURCHASE AGREEMENT




This STOCK
PURCHASE AGREEMENT is made and entered into on this
17th day of August
2007, by and among DYNAMIC DECISIONS STRATEGIC OPPORTUNITIES, a Cayman Islands corporation (the
“Seller”) and PURE EARTH, INC., a Delaware corporation (“PEI”) and any other party or parties that
now or hereafter become a party to this Agreement by executing a Joinder Agreement in the form
attached hereto as Exhibit A (each a “Joinder Party” and together with or in lieu of the Company,
collectively the “Buyers”).



BACKGROUND




The Seller is the record and beneficial owners of 169,850 shares of the common stock of Pure
Earth, Inc., acquired by the Seller in open market transactions (the “PEI Stock”). The Seller now
desires to sell, transfer and assign the PEI Stock to the Buyers, and the Buyers desire to purchase
and acquire the PEI Stock from the Seller in accordance with the terms and conditions set forth in
this Agreement.



NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and
subject to the terms and conditions hereof, the parties, intending to be legally bound, hereby
agree as follows:



1. Sale of Stock.



(a) Subject to the terms and conditions contained in this Agreement, on the Closing Date (as
defined in Section 4 hereof) Seller will sell, transfer, assign and deliver to the Buyers, in
accordance with their respective Committed Amounts (defined below), the PEI Stock and the Buyers
will, in accordance with their respective Committed Amounts, purchase and accept the PEI Stock from
Seller.



(b) For purposes of this Agreement the term “Committed Amount” shall mean and refer to the
number of shares of PEI Stock committed to be purchased by each Joinder Party, as set forth in such
Joinder Party’s Joinder Agreement.



(c) For purposes of this Agreement, PEI“s Committed Amount shall be equal to the difference
between 169,850 and the sum of the Committed Amounts of all Joinder Parties. In clarification of
the foregoing, if the aggregate Committed Amounts of all Joinder Parties is 169,850 shares of PEI
Stock, then the Committed Amount of PEI would be zero shares of PEI Stock.



2. Purchase Price. The purchase price per share of PEI Stock shall be Two Dollars and
Thirty Five and One-Half Cents ($2.355). The aggregate purchase price for all of the PEI Stock
shall be $399,996.75. In respect of each Buyer, such Buyer’s Committed Amount, multiplied by the
per share purchase price referred to above shall be referred to herein with respect to such Buyer
as the “Purchase Price”.



3. Manner of Payment. The Purchase Price will be paid by Delivery versus Payment.
Seller’s broker (“Seller’s Broker”) for purposes of effecting the transactions contemplated
hereunder and relevant contact information is as follows:



Claudio de Filippo

Morgan Stanley

Tel: +442074258278

Fax: +442074252315

25 Cabot Square

London

E14 4QA

UK




 


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4. Closing Date. The “Closing Date” hereunder in respect of each Buyer, shall take
place on or before September 27, 2007, as coordinated among Seller and each Buyer and shall be
effected through a Delivery
versus Payment transaction coordinated among Seller’s Broker and each Buyer’s broker. In
anticipation of each Closing Date, the parties shall make the following deliveries:



(a) At least three (3) business days prior to a Buyer’s Closing Date, such Buyer (or PEI on
behalf of such Buyer) shall forward to Seller and Seller’s Broker, a true and correct copy of such
Buyer’s Joinder Agreement, setting forth the exact name and address of such Buyer, the Committed
Amount of such Buyer, and the name, address and telephone number of the Buyer’s broker (including a
specific contact person) that will coordinate and implement such Buyer’s Delivery versus Payment
transaction in respect of such Buyer’s Committed Amount.



On each Closing Date, the Seller’s Broker and the Buyer’s broker will effect the Delivery
versus Payment transaction for such Buyer’s Committed Amount. The failure by either the Buyers or
the Seller to timely comply with its obligations set forth herein shall be a material breach of
this Agreement.



5. Representations of the Buyers. Each Buyer represents and warrants to the Seller
the following:



(a) All action required in connection with the execution of this Agreement and the
consummation of the transactions contemplated hereby has been taken and the Buyer is fully
authorized to enter into and to perform its obligations under this Agreement.



(b) This Agreement is binding on the Buyer and is enforceable in accordance with its terms.



6. Representations of the Seller. Seller represents and warrants to the Buyers the
following:



(a) As of the date hereof, the Seller is the sole legal, beneficial and registered owner of
the PEI Stock, free and clear of all liens, charges, encumbrances and claims whatsoever. The
Seller has never pledged, assigned, sold, optioned or otherwise hypothecated or transferred any
right, title, or interest in or to the PEI Stock to any person. Upon consummation of the
transactions contemplated by this Agreement, Seller shall have transferred good title to such PEI
Stock to the Buyers, free and clear of all liens, charges, encumbrances and claims whatsoever.



(b) The Seller is knowledgeable as to the business and affairs of PEI, its financial position,
and as to the fair value of the PEI Stock. Seller has been provided such information, or access
thereto, with respect to PEI as Seller has requested and deems necessary in connection with its
decision to enter into this Agreement and the transactions contemplated hereby.



(c) The Seller has all necessary power and authority under all applicable provisions of law to
execute and deliver this Agreement and to carry out its provisions.



(d) All action on the Seller’s part required for the lawful execution, delivery and
performance of this Agreement has been taken.



(e) This Agreement is binding on the Seller and is enforceable in accordance with its terms.



7. Notices. All notices provided for or contemplated herein shall be addressed as
follows and shall be sent via registered or certified mail or overnight delivery or may be sent via
Telecopier, with confirmation of delivery by the transmitting equipment:



	 	 	 
	If to Seller:

	 	Dynamic Decisions Strategic Opportunities

Attn: Marta Renzetti

28 Ives Street

SW3 2ND London

Tel: +44 (0)207 590 5560

Fax: +44 (0) 207 584 2157
	 
	 	 
	If to the Buyers or any of them:

	 	c/o Pure Earth, Inc.

One Neshaminy Interplex, Suite 201

Trevose, PA 19053

Tel: (215) 639-8755

Fax (215) 639-8756







 


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or to such other addresses as the parties may specify in writing.



8. Governing Provisions.



(a) Each party to this Agreement agrees to perform any further acts and execute and deliver
any documents that may be reasonably necessary to carry out the provisions of this Agreement.



(b) The provisions of this Agreement may be waived, altered, amended, or repealed, in whole or
in part, only on the written consent of all parties to this Agreement.



(c) This Agreement shall be binding upon and shall inure to the benefit of the Buyers and any
and all successors and assigns of the Buyers. This Agreement shall be binding upon and inure to
the benefit the Seller and its successors and permitted assigns. This Agreement may be assigned in
whole or in part by the Buyers, as contemplated herein and may not be assigned by the Seller.



(d) This Agreement constitutes the entire agreement and understanding of the parties on the
subject matters hereof and supersedes any and all prior and contemporaneous agreements and
understandings of the parties.



(e) It is intended that each paragraph of this Agreement shall be viewed as separate and
divisible and, if any paragraph shall be held to be invalid, the remaining paragraphs shall
continue to be in full force and effect. The headings of paragraphs are for convenience only; they
are not part of this Agreement and shall not affect its interpretation.



(f) This Agreement shall be construed and enforced in accordance with the internal laws of the
State of Delaware. Each party consents to the exclusive jurisdiction and venue of the state and
federal courts located in the City of New York, Borough of Manhattan (the “New York Courts”) for
the resolution of all disputes hereunder. Each party hereto irrevocably waives and agrees not to
assert in any suit, action or proceeding any claim that it is not personally subject to the
jurisdiction of such New York Courts or that the New York Courts are improper or an inconvenient
venue for such proceedings. Each party waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof of via registered or
certified mail or overnight delivery to such party at the address in effect for notices to it under
this Agreement..



(g) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



(h) No failure or delay on the part of any party to exercise any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy
preclude any other or further exercise thereof or of any other right, power, or remedy.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	DYNAMIC DECISIONS STRATEGIC OPPORTUNITIES

 
	 	By:  	/s/ Alberto Micalizzi
 	 
	 	 	Alberto Micalizzi, Chairman 	 
	 	 	 	 
	 
	 	PURE EARTH, INC.

 	 
	 	By:  	/s/ Brent Kopenhaver
 	 
	 	 	Brent Kopenhaver, EVP, Chairman of the Board, Chief Financial Officer 	 
	 	 	 	 
	 



 


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EXHIBIT A




JOINDER AGREEMENT 




This Joinder Agreement (“Joinder Agreement”) is executed by
_________________________________
(“Joinder
Party”) as of this
 _____ 
day of
 __________, 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
_____________________________________
(____________)  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:




__________________________

__________________________

__________________________

Attn:______________________

Tel:_______________________

Fax:_______________________




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:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	PURE EARTH, INC.
	By:

	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Addrress
	 	 	By:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Mark Alsentzer, Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 







 


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