STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into
this 31st day of July, 1997, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation ("PESI"), and XXXXX XXXXXX,
an individual ("Gorlin").
WITNESSETH:
WHEREAS, Gorlin is a member of the Board of Directors of PESI;
and
WHEREAS, Gorlin and PESI have negotiated this Agreement in
which Gorlin would acquire a total of 200,000 shares of PESI Common
Stock for $425,000.00, which is the closing bid price of each share
of PESI Common Stock as quoted on the NASDAQ on July 30, 1997, the
date as approved by the Perma-Fix Environmental Services, Inc.
Board of Directors, to be equally divided into two (2) transactions
of $212,500.00 (100,000 shares) each; and
WHEREAS, the closing bid price of the PESI Common Stock was
$2.125, as reported on the NASDAQ as of July 30, 1997; and
WHEREAS, Gorlin desires to purchase Two Hundred Thousand
(200,000) shares of PESI Common Stock, par value $.001 per share,
and PESI desires to sell to Gorlin such shares of Common Stock,
upon the terms and conditions set forth herein;
WHEREAS, in order to induce Gorlin to enter into this
Agreement and to purchase the Common Stock on the terms and
subject to the conditions hereof, PESI will issue a Warrant for
the purchase of 100,000 shares of Common Stock at $2.40 per
share, as further defined herein.
NOW, THEREFORE, in consideration of the mutual promises and
the respective covenants and agreements contained herein, the
parties hereto agree as follows:
1. Purchase and Sale.
1.1 Purchase of Shares. Subject to the terms and conditions
of this Agreement, Gorlin hereby agrees to purchase Two
Hundred Thousand (200,000) shares of PESI Common Stock
(the "Shares"), and as Gorlin pays for the Common Stock
to be purchased by him hereunder, PESI will promptly
instruct its transfer agent to issue to Gorlin that
number of shares of PESI Common Stock for which Gorlin
has paid for pursuant to the terms of this Agreement.
1.2 Purchase Price; Payment of Purchase Price. The per share
purchase price of the Shares shall be $2.125, the closing
bid price of the Common Stock on July 30, 1997, as
reported on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ")). In
consideration for the Shares, Gorlin will tender to the
Company Four Hundred Twenty-Five Thousand Dollars
($425,000.00) in the manner described in Section 1.3
below.
1.3 Purchase Period. The shares will be purchased in two (2)
equal transactions of 100,000 shares each, with the first
to occur on or before August 15, 1997, and the second
transaction taking place on or before August 31, 1997.
In consideration for the purchase of said shares, Gorlin
will tender to the Company $212,500.00 for each such
transaction.
1.4 Common Stock Purchase Warrant. Subject to the terms and
conditions of the Common Stock Purchase Warrant attached
hereto as Exhibit "A" ("Warrant"), PESI agrees to issue
to Gorlin such Warrant for the purchase of 100,000 shares
of Common Stock at an exercise price of $2.40 per common
share. PESI will issue to Gorlin the Warrant within five
(5) business days after Gorlin has paid PESI the full
$425,000.00.
2. Representations and Warranties of Gorlin. Gorlin represents
and warrants as follows:
2.1 Purchase for Investment. Gorlin is acquiring, or will
acquire, the Shares and the Warrant for investment, with
no present intention of dividing Gorlin's participation
with others or reselling or otherwise participating,
directly or indirectly, in a distribution thereof, and
not with a view to or for sale in connection with any
distribution thereof, except pursuant to a registration
statement under the Securities Act of 1933, as amended
(the "Securities Act"), and any applicable state
securities laws, or a transaction exempt from registra-
tion thereunder, and shall not make any sale, transfer or
other disposition of the Shares or the Warrant in
violation of any applicable state securities laws,
including in each instance any applicable rules and
regulations promulgated thereunder, or in violation of
the Securities Act or the rules and regulations
promulgated thereunder by the Securities and Exchange
Commission (the "SEC").
2.2 No Registration. Gorlin acknowledges that the Shares and
the Warrant are not being registered under any state
securities laws, and are not being registered under the
Securities Act on the ground that this transaction is
exempt from registration under Section 3(b) and/or 4(2)
of the Securities Act, and that reliance by PESI on such
exemptions is predicated in part on Gorlin's
representations set forth herein.
2.3 Restricted Transfer. Gorlin agrees that PESI may refuse
to permit the sale, transfer or disposition of any of the
Shares or the Warrant received by Gorlin unless there is
in effect a registration statement under the Securities
Act and any applicable state securities law covering such
transfer or Gorlin furnishes an opinion of counsel or
other evidence, reasonably satisfactory to counsel for
PESI, to the effect that such registration is not
required.
2.4 Legend. Gorlin understands and agrees that stop transfer
instructions will be given to PESI's transfer agent and
that there will be placed on the certificate or
certificates for any of the Shares received by Gorlin,
any substitutions therefor and any certificates for any
additional shares which might be distributed with respect
to such Shares, a legend stating in substance:
"The shares of stock evidenced by this
certificate have been acquired for investment
and have not been registered under the
Securities Act of 1933, as amended (the
"Securities Act"). These shares may not be
sold or transferred except pursuant to an
effective registration statement under the
Securities Act and any applicable state
securities laws unless there is furnished to
the issuer an opinion of counsel or other
evidence, reasonably satisfactory to the
issuer's counsel, to the effect that such
registration is not required."
2.5 Indefinite Holding Period. Gorlin understands that under
the Securities Act, the Shares received by Gorlin must be
held indefinitely unless they are subsequently registered
under the Securities Act or unless an exemption from such
registration is available with respect to any proposed
transfer or disposition of such shares.
2.6 Rule 144 Compliance. Gorlin understands that PESI is
required to file periodic reports with the SEC and that
certain sales of the Shares received by Gorlin may be
exempt from registration under the Securities Act by
virtue of Rule 144 promulgated by the SEC under the
Securities Act, provided that such sales are made in
accordance with all of the terms and conditions of that
Rule including compliance with the required one-year
holding period. Gorlin further understands that if Rule
144 is not available for sales of the Shares received by
Gorlin, such Shares may not be sold without registration
under the Securities Act or compliance with some other
exemption from such registration, and that PESI has no
obligation to register the Shares or the Warrant received
or to be received by Gorlin hereunder or take any other
action necessary in order to make compliance with an
exemption from registration available.
2.7 Sophisticated Investor. Gorlin, as a member of the Board
of Directors of PESI, possesses extensive knowledge as to
the business and operation of PESI and has such knowledge
and experience in financial and business matters that he
is capable of evaluating the merits and risks of the
acquisition of the Shares.
2.8 Recission Period Under Florida Act. The shares of Common
Stock to be issued hereunder are also being sold in
reliance upon an exemption contained in Section
517.061(11) of the Florida Securities and Investors
Protection Act ("Florida Act"). The shares of Common
Stock issuable under this Agreement may not be reoffered
for sale or resold in the State of Florida unless such
are registered or the transaction is exempt under the
Florida Act. Any sale of Common Stock made under this
Agreement and Section 517.061(11) of the Florida Act is
voidable at the option of Gorlin within three (3) days
after the first tender of consideration is made by Gorlin
to PESI or its agent hereunder.
3. Representations and Warranties of PESI. PESI represents and
warrants as follows:
3.1 Organization and Standing. PESI is a corporation duly
organized, validly existing and in good standing under
the laws of the State of Delaware.
3.2 Power, Authority, and Validity. PESI has full right,
power and corporate authority to enter into this
Agreement and to perform the transactions contemplated
hereby, and this Agreement is valid and binding upon and
enforceable against PESI in accordance with its terms.
The execution, delivery and the performance of this
Agreement by PESI has been duly and validly authorized
and approved by all requisite action on the part of PESI
and Buyer.
3.3 Status of PESI Common Stock. The PESI Common Stock to be
issued pursuant to this Agreement, when so issued, will
be duly and validly authorized and issued, fully paid and
nonassessable.
4. Miscellaneous.
4.1 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered
or mailed, first-class postage prepaid, to the following
at the addresses indicated:
To PESI: Perma-Fix Environmental Services, Inc.
c/o Chief Financial Officer
0000 Xxxxxxxxx 00xx Xxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
To Gorlin: Xxxxx Xxxxxx
0000 Xxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
or to any other address that PESI or Gorlin shall
designate in writing.
4.2 Brokers. Each party represents and warrants that all
negotiations related to this Agreement have been carried
on by the parties without the intervention of any broker.
Each party agrees to indemnify, and hold the other party
harmless against any claims for fees or commissions
employed or alleged to have been employed by such party.
4.3 Amendment. This Agreement shall not be amended, altered
or terminated except by a writing executed by each party.
4.4 Governing Law. This Agreement shall be governed in all
respects by the law of the State of Delaware.
4.5 Headings. The paragraph headings used in this Agreement
are included solely for convenience, and shall not in any
way affect the meaning or interpretation of this
Agreement.
4.6 Entire Agreement. This Agreement sets forth the entire
understanding of the parties; further, this Agreement
shall supersede and/or replace any oral or written
Agreements relating to this subject matter entered into
by the parties before the date of this Agreement.
4.7 Binding Effect. This Agreement shall be binding on and
inure to the benefit of, and be enforceable by, the
respective heirs, legal representatives, successors, and
assigns of the parties pursuant to its terms.
PESI and Gorlin have executed this Agreement as of the 31st
day of July, 1997.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
____________________________________
XXXXXXX X. XXXXXX
Chief Financial Officer
/s/ Xxxxx Xxxxxx
___________________________________
XXXXX XXXXXX, Individually
