EXHIBIT 10.15
May 19, 1999
Sevenson Environmental Services, Inc.
0000 Xxxxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxx
Gentlemen:
This letter, when countersigned on behalf of Sevenson Environmental
Services, Inc. (the "Purchaser") and returned to Xxxx & Xxx as agent for
Xxxxxxxx.xxx (the "Company") no later than the close of business on May 20,
1999, together with (a) an executed Registration Rights Agreement (the "Rights
Agreement") in the form of the attached Exhibit A and (b) completed and executed
subscription agreements and investor questionnaire (the "Subscriptions") in the
form of the attached Exhibit B, will constitute a binding agreement (the
"Agreement") between the Purchaser and the Company, as follows:
1. No later than the close of business on May 20, 1999, the Company will
have received from the Purchaser the Rights Agreement and completed
Subscriptions (in form and substance reasonably satisfactory to the Company) for
the purchase in the aggregate of 2,257,143 common shares of the Company as
described in the Subscriptions (the "Shares") for an aggregate purchase price
(the "Purchase Price") of $5,000,000 (which shall have been remitted to the
Company in cash) of which (a) 857,143 Shares shall have been purchased at a
price of $1.75 per Share and (b) 1,400,000 Shares shall have been purchased at
a price of $2.50 per Share.
2. No later than June 30, 1999, the Company's board of directors (the
"Board") will cause the bylaws of the Company (the "Bylaws") to be amended to
create a vacancy on the Company's Board, and will vote to designate the
Purchaser's nominee as a Class I member of the Board, as that term is defined
under the Bylaws. Absent removal for cause, the Board will cause the Purchaser's
designee to be nominated or renominated, as the case may be, for a successive
three year term as a Class I member of the Board upon the expiration of the
Purchaser's designee's initial term, and will continue to nominate the designee
for successive terms until the first to occur of (a) 18 months after the date of
the initial public offering by the Company ("IPO") (b) the Shares owned by the
Purchaser constituting less than five per cent (5%) of the Company's aggregate
outstanding shares of stock or (c) a sale or merger of the Company after which
the
Sevenson Environmental Services, Inc.
May 19, 1999
Page 2
shareholders of the Company immediately before the transaction do not own or
control a majority of the outstanding shares of stock of, or equity interest in,
either the Company, the surviving entity or the Buyer.
3. If the Company (a) fails to complete an IPO by March 31, 2000 at a
price per Share of at least $5.00 (the "Minimum Price") and an aggregate
offering amount of not less than Five Million Dollars ($5,000,000) or (b) fails
to complete an IPO by April 30, 2000 of Shares which, in any consecutive 10 day
trading period up to April 30, 2000, do not reach an average closing price per
share of at least the Minimum Price, then the Company will issue the Purchaser
600,000 additional Shares (the "Additional Shares"); the Minimum Price and the
Additional Shares shall be appropriately adjusted for any reorganization,
recapitalization, stock split, stock dividend or other change in the capital
structure of the Company. The Company's obligations under this paragraph 3 shall
terminate upon any sale or merger of the Company after which the shareholders of
the Company immediately before the transaction do not own or control a majority
of the outstanding shares of stock of, or equity interest in, the Company, the
surviving entity or the Buyer.
Sincerely,
XXXXXXXX.XXX
By:/s/ Xxxxx X. Xxxxxxx
-------------------------
Name:
Title:
ACCEPTED:
SEVENSON ENVIRONMENTAL SERVICES, INC.
By:/s/ X.X. XxXxxxxxx
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