STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into
this 30th day of June, 1997, by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation ("PESI"), and XX. XXXXX X.
XXXXXXXXXX, an individual ("Xxxxxxxxxx").
W I T N E S S E T H:
WHEREAS, Xxxxxxxxxx is the Chairman of the Board and President
of PESI; and
WHEREAS, Xxxxxxxxxx and PESI have negotiated this Agreement in
which Xxxxxxxxxx would acquire 24,381 shares of PESI Common Stock
for $40,000, which is seventy-five percent (75%) of the closing bid
price of each share of PESI Common Stock as quoted on the NASDAQ on
the date hereof; and
WHEREAS, the closing bid price of the PESI Common Stock was
$2.1875, as reported on the NASDAQ as of June 30, 1997; and
WHEREAS, Xxxxxxxxxx desires to purchase Twenty-four Thousand
Three Hundred Eighty-one (24,381) shares of PESI Common Stock, par
value $.001 per share, and PESI desires to sell to Xxxxxxxxxx such
shares of Common Stock, upon the terms and conditions set forth
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, Xxxxxxxxxx hereby
purchases Twenty-four Thousand Three Hundred Eight-one
(24,381) shares of PESI Common Stock (the "Shares"),
and PESI hereby issues and delivers the Shares to
Xxxxxxxxxx.
1.2 Purchase Price; Payment of Purchase Price. The per
share purchase price of the Shares shall be $1.6406,
calculated at seventy-five percent (75%) of $2.1875
(the closing bid price of the Common Stock on June 30,
1997, as reported on the National Association of
Securities Dealers Automated Quotation System
("NASDAQ")). In consideration for the Shares,
Xxxxxxxxxx hereby tenders to the Company Forty Thousand
Dollars ($40,000.00).
2. Representations and Warranties of Xxxxxxxxxx. Xxxxxxxxxx
represents and warrants as follows:
2.1 Purchase for Investment. Xxxxxxxxxx is acquiring, or
will acquire, the Shares to hold for investment, with
no present intention of dividing Xxxxxxxxxx'x
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 registration thereunder, and
shall not make any sale, transfer or other disposition
of the Shares 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. Xxxxxxxxxx acknowledges that the
Shares 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 Xxxxxxxxxx'x
representations set forth herein.
2.3 Restricted Transfer. Xxxxxxxxxx agrees that PESI may
refuse to permit the sale, transfer or disposition of
any of the Shares received by Xxxxxxxxxx unless there
is in effect a registration statement under the Secur-
ities Act and any applicable state securities law
covering such transfer or Xxxxxxxxxx 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. Xxxxxxxxxx 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
Xxxxxxxxxx, any substitutions therefor and any certif-
icates for any additional shares which might be dis-
tributed 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."
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2.5 Indefinite Holding Period. Xxxxxxxxxx understands that
under the Securities Act, the Shares received by
Xxxxxxxxxx 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. Xxxxxxxxxx understands that PESI
is required to file periodic reports with the SEC and
that certain sales of the Shares received by Xxxxxxxxxx
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 two-
year holding period. Xxxxxxxxxx further understands
that if Rule 144 is not available for sales of the
Shares received by Xxxxxxxxxx, 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 received by Xxxxxxxxxx or take any
other action necessary in order to make compliance with
an exemption from registration available.
2.7 Sophisticated Investor. Xxxxxxxxxx, as President and
Chairman of the Board 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.
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.
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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 Xxxxxxxxxx: Xx. Xxxxx X. Xxxxxxxxxx
Perma-Fix Environmental
Services, Inc.
0000 Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
or to any other address that PESI or Xxxxxxxxxx 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.
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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 Xxxxxxxxxx have executed this Agreement as of
the 30th day of June, 1997.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
By:____________________________________
XXXXXXX X. XXXXXX
Chief Financial Officer
________________________________________
XX. XXXXX X. XXXXXXXXXX, individually
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