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.
NOTWITHSTANDING THE FOREGOING, THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE REGISTRATION
RIGHTS SET FORTH IN THAT CERTAIN SUBSCRIPTION AND PURCHASE
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
Dated: July 19, 1996
One Million (1,000,000) Warrants
to Purchase One Million (1,000,000)
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
July 18, 2001
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
December 31, 1996, until 5:00 p.m., Eastern Daylight Savings Time
on July 18, 2001, up to an aggregate of One Million (1,000,000)
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 U. S. $2.00 per share (the "Per Share
Exercise Price").
1. Exercise of Warrant. Upon presentation and surrender of
this Common Stock Purchase Warrant Certificate ("Warrant
Certificate" or "this Certificate"), with the attached Purchase
Form 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. All or
less than all of the Warrants represented by this Certificate may
be exercised and, in case of the exercise of less than all, the
Company, upon surrender hereof, will deliver to the Warrant Holder
a new Warrant Certificate or Certificates of like tenor and dated
the date hereof entitling said Warrant Holder to purchase the
number of Warrant Shares represented by this Certificate which have
not been exercised and to receive the Registration Rights set forth
in Section 8 below (to the extent such rights have not already been
exercised) with respect to such Warrant Shares.
2. 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 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.
3. 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 stockholder 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 Purchase form, 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 of this Certificate,
by accepting the same, 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 for all
purposes whatsoever, and the Company shall not be affected by any
notice to the contrary.
4. Common Stock.
a. 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.
b. 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.
5. 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 7 below, the Shares
represented by such certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"), 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 of the bold face language appearing on page 1 of this Warrant
Certificate.
6. Disposition of Warrants or Shares.
a. The Holder of this Warrant Certificate, by his
acceptance thereof, agrees that (i) 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
(ii) 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 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.
b. 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 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 the
following legend:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933 and are restricted securities
within the meaning thereof. Such securities
may not be sold or transferred, except
pursuant to a registration statement under
such Act which is effective and current with
respect to such securities or pursuant to an
opinion of counsel reasonably satisfactory to
the issuer of such securities that such sale
or transfer is exempt from the registration
requirements of such Act.
7. 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.
8. Registration Rights. The Company agrees that the Warrant
Shares shall have those registration rights set forth in Section 5
of that certain Subscription and Purchase Agreement by and between
the Company and the Warrant Holder dated July 17, 1996 (the
"Subscription Agreement"). It is expressly acknowledged and agreed
that all references to Warrant Shares issuable upon the exercise of
this Warrant Certificate, in whole or in part, from time to time
and at any time.
9. Anti-Dilution.
a. 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.
b. 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 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 9 with
respect to the rights and interests of the Holder to the end that
the provisions of this Section 9 thereafter shall be
correspondingly applicable, as nearly as may be, to such securities
and other property.
10. 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 10):
If to the Company: Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
Attention: Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
with copies simultan- Conner & Winters
eoulsy by like means One Leadership Square, Suite 1700
to: 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
11. 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.
12. 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.
13. 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 July 19, 1996.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
_________________________
Dr. Louis F. Centofanti
Chief Executive Officer
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