NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON
THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND
THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE
OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND
QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES
ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC.'S COUNSEL THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM IS
AVAILABLE.
NOTWITHSTANDING THE FOREGOING, THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE TERMS SET FORTH IN
THAT CERTAIN LETTER AGREEMENT BETWEEN THE HOLDER HEREOF AND THE
COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICE.
COMMON STOCK PURCHASE WARRANT CERTIFICATE
RBB-8-00-1
Dated: August 29, 2000
One Hundred Fifty Thousand (150,000) Warrants
to Purchase One Hundred Fifty Thousand (150,000)
Shares of Perma-Fix Environmental Services, Inc.
Common Stock, $.001 Par Value Per Share
VOID AFTER 5:00 P.M., UNITED STATES EASTERN DAYLIGHT SAVINGS TIME
on
August 29, 2000
PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation
(the "Company"), hereby certifies that RBB BANK AKTIENGESELLSCHAFT,
organized under the laws of Austria, and its permissible successors
and assigns (the "Warrant Holder" or "Holder"), for value received,
is entitled to purchase from the Company at any time after August
29, 2000, until 5:00 p.m., Eastern Daylight Savings Time on August
29, 2003, up to an aggregate of one hundred fifty thousand
(150,000) shares (the "Shares" or "Warrant Shares") of the
Company's common stock, par value $.001 per share (the "Common
Stock") at an exercise price equal to $1.50 per share (the "Per
Share Exercise Price").
1. Cash Exercise of Warrants. Upon presentation and surrender of
this Common Stock Purchase Warrant Certificate ("Warrant
Certificate" or "this Certificate"), with the attached Form of
Election to Purchase duly executed and completed, at the principal
office of the Company at 1940 Northwest 67th Place, Gainesville,
Florida 32606-1649, together with cash or a cashier's or certified
check payable to the Company in the amount of the Per Share
Exercise Price multiplied by the number of Warrant Shares being
purchased (the "Aggregate Exercise Price"), the Company, or the
Company's transfer agent, as the case may be, shall deliver to the
Warrant Holder hereof, certificates of Common Stock which, in the
aggregate, represent the number of Warrant Shares being purchased.
The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in
part (but not as to fractional shares of the Common Stock
underlying the Warrants). Warrants may be exercised to purchase
all or part of the shares of Common Stock represented thereby. In
the case of the purchase of less than all the shares of Common
Stock purchasable under any Warrant Certificate, the Company shall
cancel said Warrant Certificate upon the surrender thereof and
shall execute and deliver a new Warrant Certificate of like tenor
for the balance of the shares of Common Stock purchasable
thereunder.
2. Exercise by Surrender of Warrants (Cashless Exercise). In
addition to the method of payment set forth in Section 1 and in
lieu of any cash payment required thereunder, subject to the terms
hereof, the Holder of the Warrants shall have the right at any time
and from time to time to exercise the Warrants held by such Holder
in full or in part by surrendering a Warrant Certificate in the
manner specified in Section 1 in exchange for the number of Warrant
Shares equal to the product of (x) the number of Warrant Shares as
to which the Warrants are being exercised multiplied by (y) a
fraction, the numerator of which is the Market Price (as defined in
Section 3 below) of the Warrant Shares less the Per Share Exercise
Price and the denominator of which is such Market Price. Solely
for the purposes of this paragraph, Market Price shall be
calculated as the average of the Market Prices for each of the five
trading days preceding the date of exercise.
3. Definition of Market Price. As used herein, the phrase
"Market Price" at any date shall be deemed to be the average
closing bid quotation of the Company's Common Stock (i) as reported
on the National Association of Securities Dealers SmallCap
Quotation market ("NASDAQ") for the last five (5) trading days, or
(ii) if the Common Stock is not traded on NASDAQ, the average
closing price as listed on a national securities exchange for the
last five (5) trading days, or (iii) if no longer traded on NASDAQ
or listed on a national securities exchange, as determined in good
faith by resolution of the Board of Directors of the Company, based
on the best information available to it.
4. Exchange and Transfer. This Certificate, at any time prior to
the exercise hereof, upon presentation and surrender to the
Company, may be exchanged, alone or with other certificates of like
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tenor registered in the name of the same Warrant Holder, for
another Certificate or Certificates of like tenor in the name of
such Warrant Holder exercisable for the aggregate number of Warrant
Shares as the Certificate or Certificates surrendered.
5. Rights and Obligations of Warrant Holder of this Certificate.
The Holder of this Certificate shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at
law or in equity; provided, however, that in the event any
certificate representing shares of Common Stock or other securities
is issued to the Holder hereof upon exercise of some or all of the
Warrants evidenced by this Warrant Certificate, such Holder shall,
for all purposes, be deemed to have become the Holder of record of
such Common Stock on the date on which this Certificate, together
with a duly executed Form of Election to Purchase, was surrendered
and payment of the Aggregate Exercise Price was made pursuant to
the terms hereof, irrespective of the date of delivery of such
share certificate. The rights of the Holder of this Certificate
are limited to those expressed herein and the Holder of this
Certificate, by his acceptance hereof, consents and agrees to be
bound by, and to comply with, all of the provisions of this
Certificate, including, without limitation, all of the obligations
imposed upon the Warrant Holder contained in this Warrant
Certificate. In addition, the Warrant Holder, by accepting this
Certificate, agrees that the Company may deem and treat the person
in whose name this Certificate is registered on the books of the
Company as the absolute, true and lawful owner of this Certificate
for all purposes whatsoever, and the Company shall not be affected
by any notice to the contrary.
6. Common Stock.
6.1 The Company covenants and agrees that all shares of
Common Stock which may be acquired by the Holder under
this Warrant Certificate will, when issued and upon
delivery, be duly and validly authorized and issued,
fully paid and nonassessable, and free from all stamp
taxes, liens, and charges with respect to the purchase
thereof.
6.2 The Company covenants and agrees that it will, at all
times, reserve and keep available an authorized number of
shares of its Common Stock and other applicable
securities sufficient to permit the exercise in full of
all outstanding options, warrants and rights, including
the Warrants; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of all of the
Warrants covered by this Warrant Certificate, the Company
will take such corporate action at its next annual
meeting of stockholders as may be necessary to increase
its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such
purpose, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
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7. Issuance of Certificates. As soon as possible after full or
partial exercise of this Warrant Certificate, the Company, at its
expense, will cause to be issued in the name of, and delivered to,
the Holder of this Warrant Certificate, a certificate or
certificates for the number of fully paid and nonassessable shares
of Common Stock to which that Holder shall be entitled on such
exercise. No fractional shares will be issued on exercise of this
Warrant. If on any exercise of this Warrant a fraction of a share
results, the Company will pay the cash value of that fractional
share, calculated on the basis of the Per Share Exercise Price.
All such certificates shall bear a restrictive legend to the effect
that, subject to the provisions of Section 8 below, the Shares
represented by such certificate have not been registered under the
Securities Act of 1933, as amended, or qualified under any state
securities laws and the Shares may not be sold or transferred in
the absence of such registration and qualification or an exemption
thereof, such legend to be substantially in the form set forth in
Section 8.2 of this Warrant Certificate.
8. Disposition of Warrants or Shares.
8.1 The Holder of this Warrant Certificate, by its acceptance
thereof, agrees that (a) no public distribution of
Warrants or Shares will be made in violation of the
provisions of the Securities Act of 1933, as amended, and
the Rules and Regulations promulgated thereunder
(collectively, the "Act"), and (b) during such period as
delivery of a prospectus with respect to Warrants or
Shares may be required by the Act, no public distribution
of Warrants or Shares will be made in a manner or on
terms different from those set forth in, or without
delivery of, a prospectus then meeting the requirements
of Section 10 of the Act and in compliance with all
applicable state securities laws. The holder of this
Warrant Certificate and each transferee hereof further
agrees that if any distribution of any of the Warrants or
Shares is proposed to be made by them otherwise than by
delivery of a prospectus meeting the requirements of
Section 10 of the Act, such action shall be taken only
after receipt by the Company of an opinion of its
counsel, to the effect that the proposed distribution
will not be in violation of the Act or of applicable
state law. Furthermore, it shall be a condition to the
transfer of the Warrants that any transferee thereof
deliver to the Company his or its written agreement to
accept and be bound by all of the terms and conditions
contained in this Warrant Certificate.
8.2 By acceptance hereof, the Holder represents and warrants
that this Warrant Certificate is being acquired, and all
Warrant Shares to be purchased upon the exercise of this
Warrant Certificate will be acquired, by the Holder
solely for the account of the Holder and not with a view
to the fractionalization and distribution thereof, and
will not be sold or transferred except in accordance with
the applicable provisions of the Act and the rules and
regulations promulgated thereunder, and the Holder agrees
that neither this Warrant Certificate nor any of the
Warrant Shares may be sold or transferred except under
cover of a registration statement under the Act which is
effective and current with respect to such Warrant Shares
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or pursuant to an opinion of counsel reasonably
satisfactory to the Company that registration under the
Act is not required in connection with such sale or
transfer. Any Warrant Shares issued upon exercise of
this Warrant shall bear a legend to the following effect:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended (the "Act"), or
qualified under applicable state securities
laws, and are restricted securities within the
meaning of the Act. Such securities may not
be sold or transferred, except pursuant to a
registration statement under such Act and
qualification under applicable state
securities laws which are effective and
current with respect to such securities or
pursuant to an opinion of counsel reasonably
satisfactory to the issuer of such securities
that registration and qualification are not
required under applicable federal or state
securities laws or an exemption is available
therefrom.
9. Warrant Holder Not Shareholder. This Warrant Certificate
shall not be deemed to confer upon the Holder any right to vote the
Warrant Shares or to consent to or receive notice as a shareholder
of the Company as such, because of this Warrant Certificate, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder.
10. Authorization and Approval. The issuance of the Warrant
Shares are subject to appropriate corporate, NASDAQ and regulatory
authority approval.
11. Anti-Dilution.
11.1 If the Company at any time, or from time to time, while
this Warrant Certificate is outstanding shall declare or
pay, without consideration, any dividend on the Common
Stock payable in Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock
into a greater number of shares of Common Stock (by stock
split, reclassification or otherwise than by payment of
a dividend in Common Stock or in any right to acquire
Common Stock), or if the outstanding shares of Common
Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of
shares of Common Stock, then the number of shares of
Common Stock issuable upon the exercise of this Warrant
Certificate or the Exercise Price shall be appropriately
adjusted such that immediately after the happening of any
such event, the proportionate number of shares of Common
Stock issuable immediately prior to the happening of such
event shall be the number of shares of Common Stock
issuable subsequent to the happening of such event.
11.2 In case of any consolidation or merger of the Company in
which the Company is not the surviving entity, or in case
of any sale or conveyance by the Company to another
-5-
entity of all or substantially all of the property of the
Company as an entirety or substantially as an entirety,
the Holder shall have the right thereafter, upon exercise
of this Warrant, to receive the kind and amount of
securities, cash or other property which the Holder would
have owned or been entitled to receive immediately after
such consolidation, merger, sale or conveyance had this
Warrant been exercised in full immediately prior to the
effective date of such consolidation, merger, sale or
conveyance, and in any such case, if necessary,
appropriate adjustment shall be made in the application
thereafter of the provisions of this Section 11 with
respect to the rights and interests of the Holder to the
end that the provisions of this Section 11 thereafter
shall be correspondingly applicable, as nearly as may be,
to such securities and other property.
12. Notices. Except as otherwise specified herein to the
contrary, all notices, requests, demands and other communications
required or desired to be given hereunder shall only be effective
if given in writing, by hand, by certified or registered mail,
return receipt requested, postage prepaid, or by U. S. Express Mail
service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (a)
on the business day actually received if given by hand or by fax,
(b) on the business day immediately subsequent to mailing, if sent
by U.S. Express Mail service or private overnight mail service, or
(c) five (5) business days following the mailing thereof, if mailed
by certified or registered mail, postage prepaid, return receipt
requested, and all such notices shall be sent to the following
addresses (or to such other address or addresses as a party may have
advised the other in the manner provided in this Section 12):
If to the Company: Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
with copies simultaneously Conner & Winters
by like means to: One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
Attention: Irwin H. Steinhorn, Esquire
Fax No.: (405) 232-2695
If to the Subscriber: RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz, Austria
Attention: Herbert Strauss
Fax No.: 011-43-316-8072, ext. 392
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13. Governing Law. This Warrant Certificate and all rights and
obligations hereunder shall be deemed to be made under and governed
by the laws of the State of Delaware without giving effect to such
State's conflict of laws provisions. The Holder hereby irrevocably
consents to the venue and jurisdiction of the federal courts
located in Wilmington, Delaware.
14. Successors and Assigns. This Warrant Certificate shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns.
15. Headings. The headings of various sections of this Warrant
Certificate have been inserted for reference only and shall not be
a part of this Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed, manually or by facsimile, by one
of its officers thereunto duly authorized.
Dated as of August 29, 2000.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis Centofanti
____________________________________
Dr. Louis F. Centofanti
Chief Executive Officer
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FORM OF ELECTION TO PURCHASE
SUBSCRIPTION
The undersigned, ____________________________________,
pursuant to the provisions of the attached Warrant, hereby
irrevocably elects to subscribe for and purchase _____________
shares of the Common Stock of Perma-Fix Environmental Services,
Inc. covered by said Warrant, and hereby tenders payment as
follows:
A. by delivery of $________ in cash or by certified or
official bank check for the exercise price per share required under
the Warrant which accompanies this notice, or
B. by surrendering ________ Warrants pursuant to a cashless
Exercise by Surrender of Warrants as described in Section 2 of the
Warrant.
Dated: __________________________________________
Signature: _______________________________________
Address: ________________________________________
Tax Identification or
Social Security Number ____________________________
Signature Guaranteed: _____________________________
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