Exhibit 10.1


 


PLACEMENT
AGENCY AGREEMENT


 


September
23, 2021


 


Wellington
Shields & Co LLC


140
Broadway


Suite
4400


New
York NY 10005


 


Ladies
and Gentlemen:


 


Perma-Fix
Environmental Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions
stated herein, to issue and sell, through Wellington Shields & Co LLC (“Wellington”), up to 1,000,000 shares (the “Shares”)of
the Company’s common stock, par value $0.001 per share (“Common Stock”) to various investors (the “Investors”).


 


The
Company and Wellington hereby confirm their agreement as follows:


 


1.
Agreement to Act as Placement Agent.
On the basis of the representations, warranties and agreements of the Company herein contained, and
subject to all the terms and conditions of this Agreement, Wellington shall serve as the exclusive placement agent in connection with
the issuance and sale by the Company of the Shares pursuant to the Registration Statement (as defined in Section 2 below), with the terms
of such offering (the “Offering”) to be subject to market conditions and negotiations between the Company and Wellington.
Wellington shall act on a best efforts basis and does not guarantee that it will be able to place the Shares in the Offering. As compensation
for services rendered, on the Closing Date (as defined below), the Company shall pay to Wellington an aggregate amount equal to 6% of
the gross proceeds received by the Company from the sale of the Shares in the Offering. Wellington may retain other registered brokers
or dealers to act as sub-agents on its behalf in connection with the Offering (the “Fees”). The term of Wellington’s
exclusive engagement will be 60 days from the date hereof (the “Exclusive Term”). Subject to the terms of this Agreement,
Wellington will be entitled to collect all Fees earned as provided in this Agreement through termination.


 


2.
Registration Statement and Final Prospectus.
The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-3 (File No. 333-231429) under the Securities Act of 1933 (the “Securities Act”) and the rules and regulations
(the “Rules and Regulations”) of the Commission thereunder registering Common Stock Such registration statement has
been declared effective by the Commission. Such registration statement, the exhibits and any schedules thereto and the documents and
information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations
is herein called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement
pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein
to the term Registration Statement shall include such Rule 462 Registration Statement. The Company will file with the Commission pursuant
to Rule 424 under the Securities Act a prospectus supplement relating to the Shares. Such Prospectus in the form in which it appears
in the Registration Statement is hereinafter called the “Base Prospectus,” and the final prospectus supplement as
filed, along with the Base Prospectus, is hereinafter called the “Final Prospectus.”


 




    	 



     


    

 


For
purposes of this Agreement, all references to the Registration Statement, a Rule 462 Registration Statement, the Base Prospectus, the
Final Prospectus, or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Interactive Data Electronic Applications system. All references in this Agreement to amendments or supplements to the
Registration Statement, a Rule 462 Registration Statement, the Base Prospectus, or the Final Prospectus shall be deemed to mean and include
the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that is deemed to be incorporated therein by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.


 


3.
Representations and Warranties Regarding the
Offering.


 


(a)
The Company represents and warrants to, and agrees with, Wellington, as of the date hereof and as of the Closing Date, except as otherwise
indicated, as follows:


 


(i)
At each time of effectiveness, at the date hereof and at the Closing Date, the Registration Statement and any post-effective amendment
thereto, complied or will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations and
did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Time of Sale Disclosure Package (as defined below) as of the date hereof
and at the Closing Date, and the Final Prospectus, as amended or supplemented, at the time of filing pursuant to Rule 424(b) under the
Securities Act and at the Closing Date, did not and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The representations and warranties set forth in the two immediately preceding sentences shall not apply to statements
in or omissions from the Registration Statement or any post-effective amendment thereto or the Final Prospectus in reliance upon, and
in conformity with, written information furnished to the Company by Wellington specifically for use in the preparation thereof. The Registration
Statement contains all exhibits and schedules required to be filed by the Securities Act or the Rules and Regulations. No order preventing
or suspending the effectiveness or use of the Registration Statement or the Final Prospectus is in effect and no proceedings for such
purpose have been instituted or are pending, or, to the Knowledge of the Company, are contemplated or threatened by the Commission. The
term “Knowledge” as used in this Agreement shall mean actual knowledge of the Company’s executive officers after due
and reasonable inquiry.


 




    	2



     


    

 


(ii)
The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus,
when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements
of the Securities Act or the Exchange Act, as applicable, were filed on a timely basis with the Commission, and none of such documents,
when they were filed (or, if amendments to such documents were filed, when such amendments were filed), contained an untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Any further documents so filed and incorporated by reference in the Registration Statement, the
Time of Sale Disclosure Package or the Final Prospectus, when such documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As used
in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, the
Final Prospectus most recently filed with the Commission before the time of this Agreement, any subscription agreement between the Company
and the Investors, and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”),
if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package.


 


(iii)
The financial statements of the Company, together with the related notes, included or incorporated by reference in the Registration Statement,
the Time of Sale Disclosure Package and the Final Prospectus comply in all material respects with the requirements of the Securities
Act and the Exchange Act and fairly present the financial condition of the Company as of the dates indicated and the results of operations
and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles consistently
applied throughout the periods involved; and the supporting schedules included in the Registration Statement present fairly the information
required to be stated therein. No other financial statements or schedules are required to be included in the Registration Statement,
the Time of Sale Disclosure Package or the Final Prospectus. To the Company’s Knowledge, Grant Thornton LLP is an independent public
accounting firms with respect to the Company within the meaning of the Securities Act and the Rules and Regulations. The interactive
data in extensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.


 


(iv)
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
in either the Time of Sale Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed
other than in good faith.


 


(v)
The statistical, industry and market related data, including supply, demand and pricing information, included in the Registration Statement,
the Time of Sale Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably believes to be
reliable and accurate, and such data agree with the sources from which they are derived.


 




    	3



     


    

 


(vi)
Except as disclosed in the Final Prospectus, there is no action pending to delist the Shares from the NASDAQ Capital Market (“NASDAQ”),
nor has the Company received any notification that NASDAQ is currently contemplating terminating such listing. When issued, the Shares
will be listed on NASDAQ.


 


(vii)
The Shares have been or will be qualified for sale under the securities laws of such jurisdictions (federal and state) as Wellington
determines, or are or will be exempt from the qualification requirements of such jurisdictions.


 


(viii)
The Company has not taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be
expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or
resale of the Shares.


 


(ix)
The Company is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act. Subject to Section 6(d) below,
the Company represents and warrants that it has not prepared or had prepared on its behalf or used or referred to any Issuer Free Writing
Prospectus in connection with the Offering. Subject to Section 6(d) below, the Company has not distributed and the Company will not distribute,
prior to the completion of the distribution of the Shares, any offering material in connection with the Offering other than subscription
agreements (if so requested by Wellington) between the Company and the Investors and the Base Prospectus, the Final Prospectus, the Registration
Statement, and copies of the documents, if any, incorporated by reference therein.


 


(x)
The Company is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company,”
as such term is defined in the Investment Company Act of 1940, as amended.


 


(b)
Any certificate signed by any officer of the Company and delivered to Wellington or to Wellington’s counsel shall be deemed a representation
and warranty by the Company to Wellington as to the matters covered thereby.


 


4.
Representations and Warranties Regarding the
Company. 


 


(a)
The Company represents and warrants to and agrees with, Wellington, except as set forth in the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus, as follows:


 


(i)
The Company and each of its subsidiaries have been duly organized and each is validly existing as a corporation in good standing under
the laws of its respective jurisdiction of incorporation, the Company and each of its subsidiaries has the corporate power and authority
to own its properties and conduct its business as currently being carried on and as described in the Registration Statement, the Time
of Sale Disclosure Package and the Final Prospectus, and is duly qualified to do business as a foreign corporation in good standing in
each jurisdiction in which it owns or leases real property or in which the conduct of its business makes such qualification necessary
and in which the failure to so qualify would have or would likely result in a material adverse effect upon the business, prospects, properties,
operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or in
its ability to perform its obligations under this Agreement (“Material Adverse Effect”).


 




    	4



     


    

 


(ii)
The Company has the power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered
by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except
as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles
of equity.


 


(iii)
The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not (x) result
in a breach or violation of any of the material terms and provisions of, or constitute a default under, any law, rule or regulation to
which the Company or any subsidiary is subject, or by which any property or asset of the Company or any subsidiary is bound or affected,
(y) conflict with, result in any violation or breach of, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument (the “Contracts”)
or obligation or other understanding to which the Company or any subsidiary is a party of by which any property or asset of the Company
or any subsidiary is bound or affected, or (z) result in a breach or violation of any of the terms and provisions of, or constitute a
default under, the Company’s charter or bylaws.


 


(iv)
All consents, approvals, orders, authorizations and filings required on the part of the Company and its subsidiaries in connection with
the execution, delivery or performance of this Agreement have been obtained or made, other than such consents, approvals, orders and
authorizations the failure of which to make or obtain would not have a Material Adverse Effect.


 


(v)
All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable,
and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement,
the Time of Sale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary
course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants,
agreements, contracts or other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company.
The Shares, when issued pursuant to this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, issued
in compliance with all applicable securities laws, and free of preemptive, registration or similar rights.


 




    	5



     


    

 


(vi)
Other than its subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any partnership,
corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association,
joint venture or other entity.


 


(vii)
Each of the Company and its subsidiaries has filed all foreign, federal, state and local returns (as hereinafter defined) required to
be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Except as disclosed
to Wellington in writing, each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns
that were filed and has paid all taxes imposed on or assessed against the Company or such respective subsidiary. The provisions for taxes
payable, if any, shown on the consolidated financial statements filed with or as part of the Registration Statement are, to the Company’s
Knowledge, sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such
consolidated financial statements. Except as disclosed in writing to Wellington, (x) no issues have been raised (and are currently pending)
by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its subsidiaries, and (y)
no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company
or its subsidiaries. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges
of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The
term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect
to taxes.


 


(viii)
Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the
Final Prospectus, (v) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations, direct or
contingent, or entered into any material transactions other than in the ordinary course of business, or as disclosed in its filings with
the Commission, (w) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital
stock, (x) there has not been any change in the capital stock of the Company or any of its subsidiaries (other than a change in the number
of outstanding Shares due to the issuance of Shares upon the exercise of outstanding options or warrants or the issuance of restricted
stock awards or restricted stock units under the Company’s existing stock awards plan, or any new grants thereof in the ordinary
course of business), (y) there has not been any material change in the Company’s long-term or short-term debt, and (z) to the Company’s
Knowledge, there has not been the occurrence of any Material Adverse Effect.


 


(ix)
There is not pending or, to the Knowledge of the Company, threatened, any action, suit or proceeding to which the Company or any of its
subsidiaries is a party or of which any of the material property or assets of the Company is the subject before or by any court or governmental
agency, authority or body, or any arbitrator or mediator, which would result in a Material Adverse Effect.


 




    	6



     


    

 


(x)
To the Company’s Knowledge, the Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants,
authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or
self-regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect,
in each case except where the failure to hold, or comply with, any of them would not result in a Material Adverse Effect.


 


(xi)
The Company and its subsidiaries have good and marketable title to all property (whether real or personal) described in the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus as being owned by them that are material to the business of the
Company, in each case free and clear of all liens, claims, security interests, other encumbrances or defects, except those that would
not result in a Material Adverse Effect. The property held under lease by the Company and its subsidiaries is held by them under valid,
subsisting and enforceable leases with only such exceptions with respect to any particular lease as do not interfere in any material
respect with the conduct of the business of the Company or its subsidiaries.


 


(xii)
To the Company’s Knowledge, the Company and each of its subsidiaries owns or possesses or has valid right to use all patents, patent
applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions,
trade secrets and similar rights (“Intellectual Property”) necessary for the conduct of the business of the Company
and its subsidiaries as currently carried on and as described in the Registration Statement, the Time of Sale Disclosure Package and
the Final Prospectus. To the Knowledge of the Company, no action or use by the Company or any of its subsidiaries will involve or give
rise to any infringement of, or license or similar fees for, any Intellectual Property of others, except where such action, use, license
or fee would not result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice alleging
any such infringement or fee.


 


(xiii)
To the Company’s Knowledge, the Company and each of its subsidiaries has complied with, is not in violation of, and has not received
any notice of violation relating to any law, rule or regulation relating to the conduct of its business, or the ownership or operation
of its property and assets, including, without limitation, (v) the Currency and Foreign Transactions Reporting Act of 1970, as amended,
or any money laundering laws, rules or regulations, (w) except as discussed in its filings with the Commission, any laws, rules or regulations
related to health, safety or the environment, including those relating to the regulation of hazardous substances, (x) except as disclosed
in the Company’s filings with the Commission, the Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder,
(y) the Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (z) the Employment Retirement Income Security
Act of 1974 and the rules and regulations thereunder, in each case except where the failure to be in compliance would not result in a
Material Adverse Effect.


 




    	7



     


    

 


(xiv)
Neither the Company nor any of its subsidiaries nor, to the Knowledge of the Company, any director, officer, material employee, or affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Treasury Department (“OFAC”); and the Company will use reasonable efforts to not directly or indirectly
use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any person or entity, for the purpose
of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


(xv)
The Company and each of its subsidiaries carries, or is covered by, insurance in such amounts and covering such risks as is adequate
for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar
industries.


 


(xvi)
No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Knowledge of the Company, is imminent
that would result in a Material Adverse Effect.


 


(xvii)
Neither the Company nor any of its subsidiaries is in violation, breach or default under its certificate of incorporation, bylaws or
other equivalent organizational or governing documents, except where the violation would not result in a Material Adverse Effect.


 


(xviii)
Neither the Company, its subsidiaries nor, to its Knowledge, any other party is in violation, breach or default of any Contract that
would result in a Material Adverse Effect.


 


(xix)
No supplier, customer, distributor or sales agent of the Company has notified the Company in writing that it intends to discontinue or
decrease the rate of business done with the Company, except where such discontinuance or decrease would not result in a Material Adverse
Effect.


 


(xx)
There are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder’s, consulting or
origination fee with respect to the introduction of the Company to Wellington or the sale of the Shares hereunder or, to the Knowledge
of the Company, any other arrangements, agreements, understandings, payments or issuances with respect to the Company that may affect
Wellington’s compensation, as determined by FINRA.


 


(xxi)
Except as disclosed to Wellington in writing, the Company has not made any direct or indirect payments (in cash, securities or otherwise)
to (x) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital for the Company
or introducing to the Company persons who provided capital to the Company, (y) any FINRA member, or (z) any person or entity that has
any direct or indirect affiliation or association with any FINRA member within the 12-month period prior to the date on which the Registration
Statement was filed with the Commission (“Filing Date”) or thereafter.


 




    	8



     


    

 


(xxii)
To the Company’s Knowledge, no (x) officer or director of the Company or its subsidiaries, (y) owner of 5% or more of the Company’s
unregistered securities or that of its subsidiaries or (z) owner of any amount of the Company’s unregistered securities acquired
within the 180-day period prior to the Filing Date, has any direct or indirect affiliation or association with any FINRA member. The
Company will advise Wellington and its counsel if it becomes aware that any officer, director or stockholder of the Company or its subsidiaries
is or becomes an affiliate or associated person of a FINRA member participating in the Offering. As disclosed in the Company’s
filings with the Commission, Capital Bank-Grawe Gruppe AG (“Capital Bank”), a banking institution regulated by the banking
regulations of Austria, has represented to the Company that as of May 14, 2021, (i) it holds of record as a nominee for, and as an agent
of, certain accredited investors, 2,049,210 shares of the Company’s Common Stock, (ii) none of the Common Stock held by Capital
Bank for the account of any single investor represents more than 4.9% of the Company’s Common Stock, and (iii) as far as stocks
held by such investors in accounts with Capital Bank, none of such investors act together as a group or otherwise act in concert for
the purpose of voting on matters subject to the vote of the Company’s stockholders or for purpose of disposition or investment
of such stock.


 


(xxiii)
Other than Wellington, no person has the right to act as a placement agent, underwriter or as a financial advisor in connection with
the sale of the Shares contemplated hereby.


 


5.
Closing and Settlement.
Subject to the terms and conditions
hereof, payment of the purchase price for, and delivery of, the Shares shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”) to be conducted remotely. Payment of the purchase price
at each Closing shall be made by the Placement Agent to the Company by Federal Funds wire transfer, against delivery of the Shares being
purchased by the Investors at such Closing, registered in such name or names and shall be in such denominations as set forth in the applicable
subscription agreement executed by each Investor. 


 


6.
Covenants. The
Company covenants and agrees with Wellington as follows:


 


(a)
During the period beginning on the date hereof and ending on the later of the Closing Date or such date as the Final Prospectus is no
longer required by law to be delivered in connection with sales of Shares hereunder (the “Prospectus Delivery Period”),
prior to amending or supplementing the Registration Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus, the Company shall furnish to Wellington for review and comment a copy of each such proposed amendment
or supplement, and the Company shall not file any such proposed amendment or supplement to which Wellington reasonably objects.


 




    	9



     


    

 


(b)
From the date of this Agreement until the end of the Prospectus Delivery Period, the Company shall promptly advise Wellington in writing
(i) of the receipt of any comments or requests for additional or supplemental information from the Commission, (ii) of the time and date
of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Time of Sale Disclosure
Package or the Final Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective
and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending its use or the use of the Time of Sale Disclosure Package, or of any proceedings to remove, suspend or terminate
from listing or quotation the Shares from any securities exchange upon which it is listed for trading or included or designated for quotation,
or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at
any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the
earliest possible moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as
applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b)
or Rule 433 were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b) of the Securities Act).


 


(c)
During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon it by the Securities Act, as now and
hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act, as now and hereafter amended,
so far as necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof, the Registration
Statement, the Time of Sale Disclosure Package and the Final Prospectus. If during such period any event occurs the result of which the
Final Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate in
the opinion of the Company or its counsel or in the reasonable opinion of Wellington or its counsel to amend the Registration Statement
or supplement the Final Prospectus to comply with the Securities Act, the Company will promptly notify Wellington and will amend the
Registration Statement or supplement the Final Prospectus so as to correct such statement or omission or effect such compliance.


 


(d)
The Company covenants that it will not, unless it obtains the prior written consent of Wellington, make any offer relating to the Shares
that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus”
(as defined in Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433
of the Act. In the event that Wellington expressly consents in writing to any such free writing prospectus (a “Permitted Free
Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Issuer Free
Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Act applicable to such Permitted Free Writing Prospectus,
including in respect of timely filing with the Commission, legending and record keeping.


 


(e)
The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after
the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.


 




    	10



     


    

 


(f)
The Company will not take, directly or indirectly, during the Prospectus Delivery Period, any action designed to or which might reasonably
be expected to cause or result in, or that has constituted, the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Shares.


 


(g)
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay or cause
to be paid (i) all out-of-pocket expenses (including transfer taxes allocated to the respective transferees) incurred in connection with
the delivery of the Shares, including the reasonable legal fees of Wellington’s counsel, up to a maximum amount of $50,000 for
all such expenses and fees, (ii) all expenses and fees (including, without limitation, fees and expenses of the Company’s counsel)
in connection with the preparation, printing, filing, delivery, and shipping of the Registration Statement (including the financial statements
therein and all amendments, schedules, and exhibits thereto), the Shares, the Time of Sale Disclosure Package, the Final Prospectus,
any Issuer Free Writing Prospectus and any amendment thereof or supplement thereto, (iii) all reasonable filing fees and reasonable fees
and disbursements of Wellington’s counsel incurred in connection with the qualification of the Shares for offering and sale by
Wellington or by dealers under the securities or blue sky laws of the states and other jurisdictions that Wellington shall designate,
(iv) the fees and expenses of any transfer agent or registrar, (v) listing fees, if any, and (vi) all other costs and expenses incident
to the performance of its obligations hereunder that are not otherwise specifically provided for herein.


 


(h)
Except pursuant to the terms of outstanding options, warrants and convertible securities, the Company will not issue or sell any Common
Stock or other equity or equity-linked securities (other than under existing stock option plans) during the Exclusive Term.


 


7.
Conditions of Wellington’s Obligations.
Unless otherwise consented to in writing
by Wellington, the obligations of Wellington hereunder are subject to the accuracy, as of the date hereof and at the applicable Closing
Date (as if made at the Closing Date), of and compliance with all representations, warranties and agreements of the Company contained
herein, the performance by the Company of its obligations hereunder and the following additional conditions:


 


(a)
If filing of the Final Prospectus, or any amendment or supplement thereto, is required under the Securities Act or the Rules and Regulations,
the Company shall have filed the Final Prospectus (or such amendment or supplement) with the Commission in the manner and within the
time period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act); the Registration Statement shall
remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462 Registration
Statement, or any amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package or the Final Prospectus
shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; any request of the
Commission for additional information (to be included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus,
or otherwise) shall have been complied with to Wellington’s satisfaction.


 




    	11



     


    

 


(b)
Wellington shall not have reasonably determined and advised the Company that the Registration Statement, the Time of Sale Disclosure Package
or the Final Prospectus, or any amendment thereof or supplement thereto, contains an untrue statement of fact which, in Wellington’s
reasonable opinion, is material, or omits to state a fact which, in Wellington’s reasonable opinion, is material and is required
to be stated therein or necessary to make the statements therein not misleading.







 


(c)
On the applicable Closing Date, there shall have been furnished to Wellington a certificate, dated the applicable Closing Date and addressed
to Wellington, signed by the chief executive officer and the chief financial officer of the Company, in their capacity as officers of
the Company, to the effect that:


 


(i)
The representations and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and
as of the applicable Closing Date, and the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied at or prior to the applicable Closing Date;


 


(ii)
No stop order or other order (x) suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof,
(y) suspending the qualification of the Shares for offering or sale, or (z) suspending or preventing the use of the Time of Sale Disclosure
Package or the Final Prospectus has been issued, and no proceeding for that purpose has been instituted or, to their Knowledge, is contemplated
by the Commission or any state or regulatory body; and


 


(iii)
There has been no occurrence of any event resulting in a Material Adverse Effect during the period from and after the date of this Agreement
and prior to the applicable Closing Date.


 


(d)
The Shares shall be registered under the Exchange Act and shall be listed on the NASDAQ Capital Market, and the Company shall not have
taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Shares under the Exchange
Act or delisting or suspending from trading the Shares from NASDAQ Capital Market, nor, except as disclosed in the Final Prospectus,
shall the Company have received any information suggesting that the Commission or NASDAQ is contemplating terminating such registration
or listing.


 


(e)
The Company shall have furnished to Wellington and Wellington’s counsel such additional documents, certificates and evidence as
Wellington or Wellington’s counsel may have reasonably requested.


 




    	12



     


    

 


If
any condition specified in this Section 7 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated
by Wellington by notice to the Company at any time at or prior to the applicable Closing Date, and such termination shall be without
liability of any party to any other party, except that Section 1, Section 6(h), Section 8 and Section 9 shall survive any such termination
and remain in full force and effect.


 


8.
Indemnification and Contribution.


 


(a)
The Company agrees to indemnify, defend and hold harmless Wellington, its affiliates, directors and officers and employees, and each
person, if any, who controls Wellington within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against any losses, claims, damages or liabilities to which Wellington or such person may become subject, under the Securities Act
or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement, including the information deemed to be a part
of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and
Regulations, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement thereto (including any documents
filed under the Exchange Act and deemed to be incorporated by reference into the Registration Statement or the Final Prospectus), or
any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading, (ii) in whole or in part, any material inaccuracy in the representations and warranties of the Company contained herein,
or (iii) in whole or in part, any failure by the Company to perform any of its material obligations hereunder or under law, and will
reimburse Wellington for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending
against such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to reimburse for
legal fees and expenses for more than one law firm, and the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement
thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by
Wellington specifically for use in the preparation thereof. Notwithstanding anything in this Agreement to the contrary, the Company will
not, however, be responsible for any claim for indemnification hereunder to the extent that such claim is finally judicially determined
to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such claim pursuant to this
Section 8(a).


 




    	13



     


    

 


(b)
Wellington will indemnify and hold harmless the Company, its affiliates, directors, officers and employees, and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any
losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act or otherwise (including in settlement
of any litigation, if such settlement is effected with the written consent of such Wellington), insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or supplement
thereto or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company
for any legal or other expenses reasonably incurred by it in connection with evaluating, investigating or defending against such loss,
claim, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus,
or any amendment or supplement thereto or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information
furnished to the Company by Wellington specifically for use in the preparation thereof, and will reimburse the Company for any legal
or other expenses reasonably incurred by the Company in connection with defending against any such loss, claim, damage, liability or
action. Notwithstanding anything in this Agreement to the contrary, Wellington will not, however, be responsible for any claim for indemnification
hereunder to the extent that such claim is finally judicially determined to have resulted from the gross negligence or willful misconduct
of any person seeking indemnification for such claim pursuant to this Section 8(b).


 


(c)
Promptly after receipt by an indemnified party under subsection (a) or (b), above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party
from any liability that it may have to any indemnified party except to the extent such indemnifying party has been materially prejudiced
by such failure. In case any such action shall be brought against any indemnified party, and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of the indemnifying party’s election so to assume
the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation;
provided, however, that if (i) the indemnified party has reasonably concluded (based on advice of counsel) that there may
be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying
party, (ii) a conflict or potential conflict exists (based on the reasonable advice of counsel to the indemnified party) between the
indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such
action on behalf of the indemnified party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory
to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of
the action, the indemnified party, together with all other indemnified parties entitled to separate counsel under any of the provisos
listed in (i), (ii), or (iii) of this Section 8(c), shall have the right to employ a single counsel to represent it or them in any claim
in respect of which indemnity may be sought under subsection (a) or (b) of this Section 8, in which event the reasonable and documented
fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and reimbursed to the indemnified party
or parties as incurred; provided, further, that if one or more of such indemnified parties has reasonably concluded (based on
advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the
other such indemnified parties, such indemnified party or parties shall have the right to employ a separate counsel to represent it or
them as described above.


 




    	14



     


    

 


The
indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or
would be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release
of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (b) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)
If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection
(a) or (b), above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result
of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company, on the one hand, and Wellington, on the other hand, from the Offering or (ii)
if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and Wellington,
on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and Wellington, on the
other hand, shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received
by the Company, and the total placement agent fees received by Wellington, in each case as set forth on the cover page of the Final Prospectus,
bear to the aggregate offering price of the Shares set forth on such cover. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or Wellington and the parties’ relevant intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The Company and Wellington agree that it would not be just and
equitable if contributions pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to in the first sentence of this subsection (d). The amount paid
by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending against any action or claim that is the subject of this subsection (d). Notwithstanding the provisions of this subsection
(d), Wellington shall not be required to contribute any amount in excess of the amount of Wellington’s placement agent fees actually
received by Wellington from the Offering. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 




    	15



     


    

 


(e)
The obligations of the Company under this Section 8 shall be in addition to any liability that the Company may otherwise have and the
benefits of such obligations shall extend, upon the same terms and conditions, to each person, if any, who controls Wellington within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and the obligations of Wellington under this Section
8 shall be in addition to any liability that Wellington may otherwise have and the benefits of such obligations shall extend, upon the
same terms and conditions, to the Company, and its officers, directors and each person who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act.


 


(f)
For purposes of this Agreement, Wellington confirms, and the Company acknowledges, that there is no information concerning Wellington
furnished in writing to the Company by Wellington specifically for preparation of or inclusion in the Registration Statement, the Time
of Sale Disclosure Package or the Final Prospectus, other than the statements regarding Wellington set forth in the “Plan of Distribution”
section of the Final Prospectus and Time of Sale Disclosure Package, only insofar as such statement relate to the amount of selling concession
and related activities that may be undertaken by Wellington.


 


9.
Representations and Agreements to Survive Delivery.
All representations, warranties, and agreements of the Company herein or in certificates delivered pursuant hereto including, but not
limited to, the agreements of Wellington and the Company contained in Section 1, Section 6(h) and Section 8 hereof, shall remain operative
and in full force and effect regardless of any investigation made by or on behalf of Wellington or any controlling person thereof, or
the Company or any of its officers, directors, or controlling persons, and shall survive delivery of, and payment for, the Shares to
and by Wellington hereunder.


 


Notices.
Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Wellington, shall be mailed or delivered
to Wellington Shields & Co LLC, 140 Broadway, Suite 4400, New York NY 10005, Attention: Steve Portas or emailed to steve.portas@WellingtonShields.com;
and if to the Company, shall be mailed or delivered to Perma-Fix Environmental Services, Inc., 8302 Dunwoody Place, Suite 250, Atlanta
GA 30350, Attention: Ben Naccarato, or emailed to bnaccarato@perma-fix.com; or in each case to such other address as the person
to be notified may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties
to this Agreement written notice of a new address for such purpose.


 


10.
Persons Entitled to Benefit of Agreement.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the
controlling persons, officers and directors referred to in Section 8. Nothing in this Agreement is intended or shall be construed to
give to any other person, firm or corporation any legal or equitable remedy or claim under or in respect of this Agreement or any provision
herein contained. The term “successors and assigns” as herein used shall not include any purchaser, as such purchaser, of
any of the Shares.


 




    	16



     


    

 


11.
Independent Contractor; No Fiduciary Relationship.
This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto,
except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that Wellington
will perform its services hereunder as an independent contractor, and nothing in this Agreement will in any way be construed to constitute
Wellington a fiduciary of the Company. The Company acknowledges that Wellington shall have no duties or liabilities to the equity holders
or the creditors of the Company or any other person by virtue of this Agreement or the retention of Wellington hereunder, all of which
are hereby expressly waived. The Company further acknowledges and agrees that it has been advised that Wellington and its affiliates
are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that Wellington has
no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship,
all of which are hereby expressly disavowed by Wellington. 


 


12.
No Limitations.
Nothing in this Agreement shall be construed to limit the ability of Wellington or its affiliates to (a) trade in the Company’s
or any other company’s securities or publish research on the Company or any other company, subject to applicable law, or (b) pursue
or engage in investment banking, financial advisory or other business relationships with entities that may be engaged in or contemplate
engaging in, or acquiring or disposing of, businesses that are similar to or competitive with the business of the Company.


 


13.
Amendments and Waivers.
No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future.
No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless
of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided. 


 


14.
Partial Unenforceability.
The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or
enforceability of any other section, paragraph, clause or provision. 


 


15.
Governing Law.
The Company and Wellington explicitly and expressly agree that this Agreement shall be governed by and
construed in accordance with the laws of the State of New York without reference to conflict of law principles. In any action arising
out of or relating to this Agreement, the parties irrevocably consent to the jurisdiction of State and Federal courts located in New
York County, New York.


 


Please
sign and return to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement between the
Company and Wellington in accordance with its terms.


 


	 	Very
    truly yours,
	 	 	 
	 	PERMA-FIX
    ENVIRONMENTAL SERVICES, INC.
	 	 	 
	 	By:	/s/
    Mark J. Duff 
	 	Name:	Mark
    J. Duff
	 	Title:	President/CEO


 




    	17



     


    

 


Confirmed
as of the date first above-mentioned.


 


WELLINGTON
SHIELDS & CO LLC


 


	By:	/s/
    David Shields	 
	Name:	David
    Shields	 
	Title:	CEO	 


 




    	18