Exhibit 2.4
 
October 31, 2011
 
Perma-Fix Environmental Services, Inc.
8302 Dunwoody Place, Suite 250
Atlanta, Georgia 30350
Attention: Dr. Louis F. Centofanti, Chairman,
President, and Chief Executive Officer

Homeland Security Capital Corporation
4601 North Fairfax Drive
Arlington, Virginia 22203
Attention: C. Thomas McMillen
Chief Executive Officer

Safety & Ecology Holdings Corporation
2800 Solway Road
Knoxville, Tennessee 37931
Attention: Christopher Leichtweis
Chief Executive Officer

Re:
Closing Net Working Capital Amount for purposes of the Stock Purchase Agreement, dated July 15, 2011 (the “Purchase Agreement”), by and among Perma-Fix Environmental Services, Inc. (“PESI”), Homeland Security Capital Corporation (“Parent”), and Safety & Ecology Holdings Corporation (the “Company”)

Gentlemen:
 
With reference to Sections 1.4 and 1.5 of the Purchase Agreement, attached to this letter are the following:
 
 
·
Estimated Closing Balance Sheet and the calculations of the Estimated Net Working Capital Amount, as Exhibit A; and
 
 
·
Closing Statement and the calculations of the Closing Net Working Capital Amount, as Exhibit B.
 
Unless otherwise defined in this letter, the capitalized terms in this letter shall have the meanings ascribed to them in the Purchase Agreement.
 
Section 1.5(a) provides that PESI shall prepare and deliver to Parent a Closing Statement reflecting the Net Working Capital Amount of the Company as of the Closing, or the Closing Net Working Capital Amount, within 75 days after the Closing.  Section 1.5(b) provides that Parent may dispute the Closing Net Working Capital Amount and the Closing Statement within 45 days after Parent’s receipt of the Closing Statement.  The Closing Statement has already been prepared and been delivered and the parties have therefore agreed to review and finalize the Closing Net Working Capital Amount, as reflected on the Closing Statement, contemporaneously with the Closing.
 
 
 
October 31, 2011
Page 2 of 3
 
 
Based on the Estimated Net Working Capital Amount, as reflected on Exhibit A, and the Closing Net Working Capital Amount, as reflected on Exhibit B, the parties hereby agree that there is Final Net Working Capital Deficiency in the amount of $5,038,023, which amount shall be deducted at Closing from the Initial Cash Consideration payable by PESI to the Company, resulting in a reduction to the Purchase Price in the same amount (the “Purchase Price Adjustment”)
 
The parties further agree that the Purchase Price Adjustment pursuant to Sections 1.4 and 1.5 of the Purchase Agreement shall constitute the full and final settlement of any and all claims giving rise or related to such Purchase Price Adjustment pursuant to Sections 1.4 and 1.5, and after the Closing  neither PESI,  the Parent nor the Company shall  assert  or claim any further adjustments to the Purchase Price pursuant to Sections 1.4  or 1.5 of the Purchase Agreement.  The parties hereto agree that all of the assets of the Company and its consolidated subsidiaries, whether or not subject to the Purchase Price Adjustment as provided in Sections 1.4 or 1.5 and as set forth in Exhibits A and B attached hereto, shall be and shall remain the assets of the Company and its consolidated subsidiaries for all purposes and on or after the Closing neither the Parent nor any of the Parent subsidiaries shall have any rights, title or interest in and to such assets.
 
(Remainder of page intentionally left blank. Signature page(s) to follow.)
 
 
 
October 31, 2011
Page 2 of 3
 
 
 
PERMA-FIX ENVIRONMENTAL SERVICES,
INC., a Delaware corporation
  
       
 
By:
/s/ Ben Naccarato  
 
Name:
 Ben Naccarato  
  Title: CFO  
     
  (“PESI”)  
 
 
HOMELAND SECURITY CAPITAL
CORPORATION, a Delaware corporation
  
       
 
By:
/s/ C. Thomas McMillen  
 
Name:
 C. Thomas McMillen  
  Title: CEO  
     
  (“Parent”)  
 
 
SAFETY & ECOLOGY HOLDINGS
CORPORATION, a Nevada corporation
  
       
 
By:
/s/ Christopher P Leichtweis  
 
Name:
 Christopher P. Leichtweis  
  Title: CEO/President  
     
  (the “Company”)  

 
 
 
 
EXHIBIT A

ESTIMATED CLOSING BALANCE SHEET AND CALCULATION OF
ESTIMATED NET WORKING CAPITAL AMOUNT

Safety & Ecology Holdings Corporation
Working Capital Analysis
 
   
Projected
  
   
26-Oct
  
   
2011
  
Current Assets
      
Cash in Bank and Money Markets
   $ 533,933  
Billings in Excess of Earnings
     3,247,438  
Accounts Receivable - Trade
     12,467,793  
Accounts Receivable - Retainage
     859,468  
Allowance for Bad Debt
     (370,513 )
State Income Tax Receivable
     326,495  
Employee Receivables
     202,050  
Prepaid Expenses & Other Current Assets
     784,608  
Assets Held for Sale
     -  
Total Current Assets
   $ 18,051,273  
         
Current Liabilities
        
Accounts Payable - Trade
     4,754,104  
Costs in Excess of Billings
     3,362,397  
Accrued Compensation
     1,403,537  
Other Accrued Liabilities
     23,103  
Current Deferred State Income Taxes
     14,190  
LOC Payable
     3,605,937  
Current Portion STI Equip Note
     -  
Total Current Liabilities
   $ 13,163,268  
         
Net Working Capital (NWC)
   $ 4,888,005  
 
 
 
 
 
EXHIBIT B

CLOSING STATEMENT AND CALCULATION OF
CLOSING NET WORKING CAPITAL AMOUNT
 
Safety & Ecology Holdings Corporation
Working Capital Analysis
 
   
Projected
  
   
26-Oct
  
   
2011
  
Current Assets
      
Cash in Bank and Money Markets
   $ 533,933  
Billings in Excess of Earnings
     3,247,438  
Accounts Receivable - Trade
     12,467,793  
Accounts Receivable - Retainage
     859,468  
Allowance for Bad Debt
     (370,513 )
State Income Tax Receivable
     326,495  
Employee Receivables
     202,050  
Prepaid Expenses & Other Current Assets
     784,608  
Assets Held for Sale
     -  
Total Current Assets
   $ 18,051,273  
         
Current Liabilities
        
Accounts Payable - Trade
     4,754,104  
Costs in Excess of Billings
     3,362,397  
Accrued Compensation
     1,403,537  
Other Accrued Liabilities
     23,103  
Current Deferred State Income Taxes
     14,190  
LOC Payable
     3,605,937  
Current Portion STI Equip Note
     -  
Total Current Liabilities
   $ 13,163,268  
         
Net Working Capital (NWC)
   $ 4,888,005