Filed by Bowne Pure Compliance





Execution Copy




EXHIBIT
4.15




SECURITYHOLDERS AGREEMENT




THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of this
4th day of March, 2008, by and among PURE EARTH, INC., a Delaware corporation (the
“Company”), BRENT KOPENHAVER (together with his transferees, successors and assigns,
“Kopenhaver”), MARK ALSENTZER (together with his transferees, successors and assigns,
“Alsentzer” and together with Kopenhaver, each a “Shareholder” and together, the
“Shareholders”), and FIDUS MEZZANINE CAPITAL, L.P., a Delaware limited partnership
(“Fidus”), and any other holders of the Warrants (as defined below) and Warrant Shares (as
defined below) from time to time (collectively, with Fidus, the “Holders”).



BACKGROUND STATEMENT




As of the date of this Agreement, (i) the Shareholders own shares of Common Stock (as defined
below) and (ii) Fidus holds Warrants (as defined below) to purchase shares of Common Stock. The
Shareholders, the Company and the Holders wish to set forth certain agreements in favor of the
Holders regarding the transfer of shares of Common Stock by the Shareholders.



AGREEMENT




NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and
conditions herein contained, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:



ARTICLE I




DEFINITIONS




“Affiliate” means, with respect to any Person, each other Person (other than the
Company or any Subsidiary) that, directly or indirectly through one or more intermediaries,
Controls, is Controlled by, or is under common Control with such Person.



“Agreement” has the meaning set forth in the preamble.



“Alsentzer” has the meaning set forth in the preamble.



“Business Day” means any day other than a Saturday or Sunday, a legal holiday or a day
on which commercial banks in Chicago, Illinois or Philadelphia, Pennsylvania are authorized or
required by law to be closed.



“Common Stock” means the then outstanding shares of the capital stock of the Company,
however designated, that is not limited as to the amount of dividends or the amount of
distributions upon liquidation or dissolution of the Company.


 


 









 





“Common Stock Equivalents” means any evidences of indebtedness, shares of stock or
other securities that are convertible into or exchangeable for, with or without payment of
additional consideration in cash or property, shares of Common Stock, and any options, warrants or
other securities or rights to subscribe for, purchase or otherwise acquire shares of Common Stock
or any of the foregoing, in each case whether or not immediately exercisable.



“Company” has the meaning set forth in the preamble.



“Control” (including the terms “Controlled by” and “under common Control
with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.



“Equity Participation Offer” has the meaning set forth in Section 2.1(a).



“Equity Sale” means a Transfer by a Shareholder, whether by merger, consolidation,
share exchange or otherwise (other than to family members of such Shareholder or trusts for their
benefit so long as any such family member or trust transferee becomes party to and bound by the
terms of this Agreement to the same extent as the transferring Shareholder); provided,
however, that an unsolicited, non-negotiated sale in the ordinary course on the open public
market shall not constitute an Equity Sale.



“Equity Sale Closing” has the meaning set forth in Section 2.1(a).



“Fidus” has the meaning set forth in the preamble.



“Holders” has the meaning set forth in the preamble.



“Initial Exercise Period” has the meaning set forth in Section 2.1(b).



“Kopenhaver” has the meaning set forth in the preamble.



“Opting Out Holder” has the meaning set forth in Section 2.1(c).



“Person” means any natural person, sole proprietorship, general partnership, limited
partnership, limited liability company, joint venture, trust, unincorporated organization,
association, corporation, governmental authority, or any other organization, irrespective of
whether it is a legal entity, and includes any successor (by merger or otherwise) of such entity.



“Qualified Public Company” means the Company after the consummation of a Qualified
Public Offering and so long as it (i) is listed on the NASDAQ or New York Stock Exchange or
comparable national securities market, (ii) is covered by a market maker or market specialist and
(iii) is registered as a reporting company under the Securities Exchange Act of 1934, as amended,
and (iv) current with all public reporting required under such Act.


 


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“Qualified Public Offering” means the consummation of one or more public offerings of
Common Stock or Common Stock Equivalents of the Company pursuant to an effective registration
statement (other than on Form S-4 or Form S-8) under the Securities Act, (i) in each
case underwritten by a regionally or nationally recognized investment bank pursuant to which
the Company receives gross cash proceeds (before reduction for underwriting commissions,
registration fees and expense and other costs and expenses relating to the offering) of at least
$20,000,000 and (ii) that alone or in the aggregate for all such offerings described in the
immediately preceding clause (i) have gross cash proceeds (before reduction for underwriting
commissions, registration fees and expenses and other costs and expenses relating to such
offerings) of at least $50,000,000.



“Securities Act” means the Securities Act of 1933, as amended.



“Shareholder” and “Shareholders” have the meanings set forth in the preamble.



“Subsidiary” means, as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the management of which
is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by
such Person.



“Transfer” means any sale, assignment, conveyance, pledge, donation, hypothecation,
encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate
distribution), gift, or attempt to create or grant a security interest in, any Warrant or Warrant
Shares or any interest therein or portion thereof, whether voluntary or involuntary, by operation
of law or otherwise, and any contract to do any of the foregoing.



“Warrants” means the warrants to purchase Common Stock pursuant to that certain
Warrant Agreement dated as of the date hereof between Fidus and the Company, as the same may be
amended, supplemented, restated or otherwise modified from time to time.



“Warrant Shares” means the shares of Common Stock into which the Warrants are
exercisable or have been exercised (subject to equitable adjustment for stock splits, stock
dividends and similar occurrences).



ARTICLE II




TAG ALONG RIGHTS




2.1 Tag-Along Rights.



(a) If any of the Shareholders desire to consummate an Equity Sale, then at least twelve (12)
Business Days prior to the closing of such Equity Sale (the “Equity Sale Closing”), each
such Shareholder shall make an offer (the “Equity Participation Offer”) to the Holders to
include in the proposed Equity Sale, solely to the extent consummated, a portion of the Warrants
and Warrant Shares representing the same percentage of total number of Warrant Shares held by all
Holders (assuming full exercise of the Warrants) as the shares of Common Stock and Common Stock
Equivalents (assuming full exercise and conversion of all Common Stock
Equivalents) proposed to be Transferred by such Shareholder represents to 670,000 shares in
the case of Brent Kopenhaver and 3,838,000 shares in the case of Mark Alsentzer (in each case,
subject to equitable adjustment for stock splits, stock dividends and similar events), with pro
rata cutbacks to the extent the transferee is unwilling to acquire all such securities.
Notwithstanding the foregoing, the provisions of this Section 2.1(a) shall not apply to the first
33,500 shares in the case of Brent Kopenhaver and 191,900 shares in the case of Mark Alsentzer
transferred in an Equity Sale from and after the date hereof.

 


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(b) If any Holder desires to exercise its right to Transfer Warrants and Warrant Shares in the
Equity Participation Offer, it shall deliver notice to the applicable Shareholder(s) and the
Company within ten (10) Business Days after its receipt of the applicable Equity Participation
Offer (such period, the “Initial Exercise Period”) specifying the Warrants and Warrant
Shares (up to the maximum permissible number) that such Holder desires to Transfer in the Equity
Participation Offer, as applicable.



(c) If any Holder elects to Transfer fewer Warrants and Warrant Shares than it would otherwise
be permitted to Transfer in the Equity Participation Offer (each such Holder, an “Opting Out
Holder”), then during the period immediately following the Initial Exercise Period through the
date of the Equity Sale Closing, each other Holder who has opted to Transfer all of its Warrants
and Warrant Shares (up to the maximum permissible number) shall have the option to Transfer its pro
rata share of the number of Warrant Shares (assuming full exercise of the Warrant) that the Opting
Out Holder had the right but did not elect to transfer, with such pro rata share equal to a
fraction, the numerator of which is the number of Warrant Shares owned by such Holder as of the
date of the Equity Participation Offer (assuming full exercise of the Warrant) and the denominator
of which is total number of Warrants and Warrant Shares owned by all Holders as of the date of the
Equity Participation Offer (assuming full exercise of the Warrant). The allocation of any Opting
Out Holders’ portion of Warrants and Warrant Shares among the other Holders shall continue for
subsequent rounds until the earliest to occur of (i) the time at which all the Warrants and Warrant
Shares the Opting Out Holder had the right to but did not transfer have been exhausted by the other
Holders, (ii) the time at which the other Holders decline to Transfer any remaining Warrants or
Warrant Shares, and (iii) the date that is ten (10) Business Days after the Holders’ receipt of the
applicable Equity Participation Offer.



(d) The Holders’ option to Transfer their Warrants and Warrant Shares pursuant to Section
2.1(c), shall be exercisable by delivering written notice to such effect, on or prior to the date
that is ten (10) Business Days after the Holders’ receipt of the applicable Equity Participation
Offer, to the applicable Shareholders, the Company and the other Holders. The failure of a Holder
to deliver such written notice of exercise under this Section 2.1(d) within the applicable periods
shall be deemed to be an election by such Holder not to Transfer any additional Warrants or Warrant
Shares.



2.2 Tag-Along Sale Requirements. If any Holder elects to exercise its rights under
Section 2.1(a), such Holder shall (a) take such actions as may be reasonably requested by the
selling Shareholder in connection with consummating the transactions contemplated by Section 2.1,
as applicable, (b) vote in favor of, consent to and raise no objections against each transaction
contemplated by Section 2.1 or the process pursuant to which each such transaction was arranged,
(c) waive any dissenter’s, appraisal and other similar rights in connection therewith, (d)
if any transaction contemplated by Section 2.1 is structured



 


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as a sale of stock, agree to sell
such Holder’s Warrants and Warrant Shares being sold at the price and on the same terms and
conditions as the selling Shareholder receives in such transaction (which in the case of the
Warrants, shall be net of the Exercise Price Per Share (as defined in the Warrants)), (c) execute
and deliver such documents as may be reasonably requested by the selling Shareholder in connection
with any transactions contemplated by Section 2.1, including, without limitation, written consents
of stockholders, proxies, letters of transmittal, purchase agreements and stock powers and (d)(i)
bear its proportionate share of any escrows, holdbacks or adjustments in purchase price as the same
may be agreed to by the selling Shareholder in connection with any transactions contemplated by
Section 2.1 and (ii) make such representations, warranties, covenants and indemnities (based on its
proportionate share of the proceeds resulting from any transactions contemplated by Section 2.1 and
severally with respect to representations and warranties as to title to the Warrants and Warrant
Shares) as are customary for transactions of the nature of such transactions, but in each case only
to the extent as made by the selling Shareholder. At the closing of any transaction contemplated
by Section 2.1 that is structured as a sale of stock, the Holder shall deliver the Warrants or
certificates for Warrant Shares to be Transferred by the Holder, as applicable, each duly endorsed
for Transfer, to the purchaser against delivery of the appropriate purchase price.



ARTICLE III




MISCELLANEOUS




3.1 Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the law of the State of New York, but excluding all other choice of law and
conflicts of law rules).



3.2 Consent to Jurisdiction. The parties hereto irrevocably and unconditionally
submit to the nonexclusive jurisdiction of the courts of the State of Illinois sitting in the
County of Cook and of the United States District Court of the Northern District of Illinois, and
any appellate court from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such state court or, to the fullest extent permitted by applicable
law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any party may otherwise have to bring any action or proceeding relating to this Agreement
against any other party in the courts of any jurisdiction


 


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3.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



3.4 Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given when delivered personally or by facsimile transmission, overnight delivery service,
or certified or registered mail, return receipt requested and postage prepaid, to the recipient.
Such notices, demands and other communications shall be sent to the parties at their respective
addresses indicated below or to such other address or to the attention of such other Person as may
be substituted by notice given as herein provided:




Shareholders:




Brent Kopenhaver

One Neshaminy Interplex

Suite 201

Trevose, PA 19053

Fax: (215) 639-8756




Mark Alsentzer

One Neshaminy Interplex

Suite 201

Trevose, PA 19053

Fax: (215) 639-8756




Fidus, as a Holder:




190 S. LaSalle Street

Suite 2140

Chicago, IL 60603

Attention: Fidus Capital

Fax: (312) 284-5212




Company:




Pure Earth, Inc.

One Neshaminy Interplex

Suite 201

Trevose, PA 19053

Attn: Brent Kopenhaver

Fax: (215) 639-8756




 


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3.5 Severability. To the extent any provision of this Agreement is prohibited by or
invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to
the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining provisions of this Agreement
in any jurisdiction.



3.6 Construction. The headings of the various sections and subsections of this
Agreement have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof. Unless otherwise specified or unless the context
otherwise requires, all references herein to sections and articles are references to sections and
articles in and to this Agreement, and words in the singular include the plural and words in the
plural include the singular.



3.7 Counterparts; Effectiveness. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together constitute one and the
same instrument.



3.8 Amendments, Waivers. Neither this Agreement nor any term or provision hereof may
be amended, modified, waived or terminated except by a written instrument signed by the Company and
each Holder as to which such amendment or waiver shall be applicable.



3.9 Successors and Assigns. This Agreement and the rights evidenced hereby shall
inure to the benefit of and be binding upon the parties hereto and the permitted successors,
assigns and transferees thereof.



3.10 No Effect on Other Relationships. Notwithstanding anything herein to the
contrary, nothing contained in this Agreement shall affect, limit or impair the rights and remedies
of the Holder in its capacity as an investor in the Company or any of its subsidiaries pursuant to
any agreement under which the Company or any of its subsidiaries has borrowed money or purchased
capital stock of the Company. Without limiting the generality of the foregoing, the Holder, in
exercising its rights as an investor shall have no duty to consider its status as a direct or
indirect equity holder of the Company, the interests of the Company, or any duty it may have to any
other direct or indirect stockholder of the Company, except as may be required under the applicable
investment documents.



[The remainder of this page is left blank intentionally.]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Securityholders Agreement to be
executed by their duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	PURE EARTH, INC.

 	 
	 
	 	By:  	/s/ Mark Alsentzer
 	 
	 	 	Name:  
Title:  	Mark Alsentzer

President & CEO 	 
	 
	 	 	 
	 	SHAREHOLDERS:

 	 
	 
	 	/s/ Brent Kopenhaver
 	 
	 	Brent Kopenhaver 	 
	 
	 	 	 
	 	                                                   /s/ Mark Alsentzer
 	 
	 	Mark Alsentzer 	 
	 




 


 









 







	 	 	 	 	 
	 	HOLDER:
 
 
FIDUS MEZZANINE CAPITAL L.P.
 

 	 
	 	By:  	Fidus Mezzanine Capital GP, LLC, its General Partner
 



	 	 	 	 	 
	 
	 	By:  	/s/  Edward H. Ross
 	 
	 	 	Name:  	Edward H. Ross 	 
	 	 	Title:  	Managing Partner