AMENDED STOCK PURCHASE AGREEMENT
THIS AMENDED STOCK PURCHASE AGREEMENT ("Amended Agreement") is
entered into this 7th day of October, 1997, and amends the Stock
Purchase Agreement ("Agreement") entered into on the 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").
WITNESSETH:
WHEREAS, Xxxxxxxxxx is the Chairman of the Board and President
of PESI; and
WHEREAS, Xxxxxxxxxx and PESI have negotiated this Amended
Agreement in which Xxxxxxxxxx would acquire 12,190 shares of PESI
Common Stock for $20,000, which is an amendment to the original
purchase agreement which provided for the purchase of 24,381 shares
of PESI Common Stock for $40,000. The purchase will remain at
seventy-five percent (75%) of the closing bid price of each share
of PESI Common Stock as quoted on the NASDAQ on the original date
of the Agreement (June 30, 1997); 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 Twelve Thousand One
Hundred Ninety (12,190) shares of PESI Common Stock, which is an
amendment to the original purchase agreement which provided for the
purchase of Twenty-Four Thousand Three Hundred Eighty One (24,381)
shares, 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 Amended Agreement, Xxxxxxxxxx hereby purchases
Twelve Thousand One Hundred Ninety (12,190) 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
Twenty Thousand Dollars ($20,000.00).
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 registra-
tion 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 Securities 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
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. 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 one-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 Amended
Agreement and to perform the transactions contemplated
hereby, and this Amended Agreement is valid and binding
upon and enforceable against PESI in accordance with its
terms. The execution, delivery and the performance of
this Amended 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 Amended 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 Amended 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 Amended 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 Amended Agreement shall not be amended,
altered or terminated except by a writing executed by
each party.
4.4 Governing Law. This Amended Agreement shall be governed
in all respects by the law of the State of Delaware.
4.5 Headings. The paragraph headings used in this Amended
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 Amended Agreement sets forth the
entire understanding of the parties; further, this
Amended 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
Amended Agreement.
4.7 Binding Effect. This Amended 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 Amended Agreement as of
the 7th day of October, 1997.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
By:_______________________________________
XXXXXXX X. XXXXXX
Chief Financial Officer
__________________________________________
XX. XXXXX X. XXXXXXXXXX, Individually
