Agreement Regarding Issuance and Conversion of Series C Convertible Preferred Stock between Pure Earth, Inc. and Fidus Mezzanine Capital, L.P.

Summary

Pure Earth, Inc. agrees to issue Series C Convertible Preferred Stock to Fidus Mezzanine Capital, L.P. (FMC). These shares can be converted into common stock at FMC’s option and, in some cases, at the Company’s option. However, the Company will not require FMC to convert its shares if doing so would result in FMC owning more than 4.9% of the Company’s outstanding common stock. This agreement is intended to help FMC manage its state reporting requirements.

EX-4.4 8 v168194_ex4-4.htm

Exhibit 4.4

November 24, 2009

Fidus Mezzanine Capital, L.P.

190 S. LaSalle Street

Suite 2140

Chicago, IL 60603

Re: Issuance of Series C Convertible Preferred Stock

Gentlemen:

Pure Earth, Inc. (the “Company”) proposes to issue Series C Convertible Preferred Stock (“Series C Shares”) to Fidus Mezzanine Capital, L.P. (“FMC”). The Series C Shares are convertible into the Company’s common stock at FMC’s option and, under certain circumstances, at the Company’s option (i.e., a mandatory conversion).

In order to minimize your state reporting burdens, we have agreed that the Company will not effect a mandatory conversion of your Series C Shares to the extent that doing so would result in your holding greater than 4.9% of our issued and outstanding common stock after giving effect to any such mandatory conversion.

	Sincerely,

	PURE EARTH, INC.

	By:	/s/ Brent Kopenhaver

Acknowledge and Agreed:

FIDUS MEZZANINE CAPITAL, L.P.

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

By:	/s/ Edward H. Ross
Printed Name:	Edward H. Ross
Title:	Managing Partners

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