THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION
STATEMENT UNDER SUCH ACT WHICH IS EFFECTIVE AND CURRENT WITH
RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE
CASE MAY BE, OR (ii) PURSUANT TO AN EXCEPTION FROM REGISTRATION
UNDER SUCH ACT.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF THE CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT
IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT.
No. 7-97-4 75,000 Shares
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
FOR VALUE RECEIVED, Perma-Fix Environmental Services,
Inc., a Delaware corporation (the "Company") hereby grants to
Keith Fetter at 3131 Piedmont Road, Suite 205, Atlanta, Georgia
30305, or any permitted assignee (the "Holder"), the right to
purchase at any time during the period commencing the 25th day of
July, 1997, and ending at 5:00 p.m., Atlanta, Georgia time, on
July 24, 2000 (the "Exercise Period"), up to seventy-five
thousand (75,000), fully paid and nonassessable shares of the
Company's common stock, $.001 par value ("Common Stock"), subject
to adjustment from time to time as hereinafter provided. The
purchase price for each share of Common Stock to be issued and
delivered by the Company upon the exercise of this warrant is Two
and 50/100 Dollars ($2.50) per share (the "Warrant Price"),
subject to adjustment from time to time as hereinafter provided.
This warrant and all warrants of like tenor which may be issued
by the Company in exchange or substitution for or upon the
transfer or partial exercise of this warrant are collectively
referred to as the "Warrant." The shares of Common Stock issued
upon the exercise of the Warrant are hereinafter collectively
referred to as "Warrant Shares."
1. Exercise of Warrant. This Warrant may be exercised by
the Holder, in whole or in part from time to time, during
the Exercise Period subject to the prior satisfaction of the
provisions set forth herein. This Warrant may be exercised
by the Holder delivering to the Company this Warrant and the
duly executed subscription in the form set forth at the end
hereof, with such subscription and Warrant being accompanied
by the payment to the Company of an amount equal to the
Warrant Price in effect at the date of such exercise
multiplied by the total number of Warrant Shares to be pur-
chased upon such exercise ("Total Warrant Price"). Payment
by the Holder of the Total Warrant Price will be made by a
cashier's or certified check or money order to the order of
the Company. If this Warrant is exercised in part, such
exercise must be for a whole number of Warrant Shares and
the Holder will be entitled to receive a new Warrant
covering the number of Warrant Shares for which this Warrant
has not been exercised. Upon any exercise and surrender of
this Warrant, the Company will (a) issue and deliver to the
Holder a certificate or certificates in the name of the
Holder for the largest whole number of Warrant Shares to
which the Holder has purchased under this Warrant pursuant
to the terms hereof; (b) in lieu of any fractional Warrant
Share, deliver to the Holder cash in an amount equal to the
fair value of such fractional share (calculated in such
reasonable manner as the Board of Directors of the Company
shall determine), and (c) deliver to the Holder such other
securities and properties which the Holder may be entitled
to receive upon such exercise, or the proportionate part
thereof if this Warrant is exercised in part, pursuant to
the provisions of this Warrant.
2. Reservation of Warrant Shares. At all times prior to
the expiration of this Warrant the Company will have
authorized and maintain in reserve solely for issuance upon
the exercise of the Warrant the number of shares Common
Stock and the amount of other securities and properties as
from time to time are deliverable upon the exercise of this
Warrant. Such authorized and reserved shares of Common
Stock will be free and clear of all restrictions on sale or
transfer (except as otherwise provided by this Warrant or as
may be imposed under applicable federal and state securities
laws or the applicable exchange upon which the Common Stock
may be listed) and free and clear of all preemptive rights.
3. Protection Against Dilution.
3.1 Distribution Without Payment Therefor. If at any
time or from time to time after the date of this
Warrant, the Company distributes pro rata to all
of the holders of its then outstanding Common
Stock securities or property, other than cash,
without payment therefor, then in each such case
the Holder will be entitled to receive upon
exercise of this Warrant the securities and
property which the Holder would hold on the date
of such exercise if, on the record date for such
distribution, the Holder had exercised this
Warrant and had been the holder of record of the
number of shares of the Common Stock subscribed
for upon such exercise and, during the period from
the date of this Warrant to and including the date
of such exercise, had retained such shares and the
-2-
securities and properties receivable by the Holder
during such period. Notice of each such
distribution will be mailed promptly to the
Holder.
3.2 Dividend, Division or Combination. If at any time
or from time to time after the date of this
Warrant, the Company (a) pays a dividend on its
Common Stock in shares of Common Stock, (b)
subdivides its outstanding shares of Common Stock
into a greater number of shares, (c) combines its
outstanding shares of Common Stock into a smaller
number of shares, or (d) issues by
reclassification of its Common Stock any shares of
any other class of capital stock of the Company,
the number of Warrant Shares and the Warrant Price
in effect immediately prior to such event will be
adjusted so that, upon exercise of this Warrant,
the Holder shall be entitled to purchase under
this Warrant, without additional consideration,
the number of shares of Common Stock or other
capital stock of the Company which the Holder
would have owned or been entitled to purchase
immediately following the happening of any of the
events described above in this paragraph 3.2 had
this Warrant been exercised and the Holder become
the holder of record of the Warrant Shares
purchased upon such exercise immediately prior to
the record date fixed for the determination of
stockholders entitled to receive such dividend on
the effective date of such subdivision,
combination or reclassification at a Warrant Price
equal to the aggregate consideration which the
Holder would have had to pay for such Warrant
Shares immediately prior to such event divided by
the number of Warrant Shares the Holder is
entitled to receive immediately after such event.
An adjustment made pursuant to this paragraph 3.2
will become effective immediately after the record
date in the case of a dividend and will become
effective immediately after the effective date in
the case of a subdivision, combination or
reclassification. If as a result of an adjustment
made pursuant to this paragraph 3.2, the Holder
becomes entitled to receive shares of two or more
classes of capital stock or shares of Common Stock
and any other class of capital stock of the
Company, the Board of Directors (whose
determination will be conclusive and will be
described in a written notice to the Holder
promptly after such adjustment) will determine the
allocation of the adjusted Warrant Price between
or among shares of such classes of capital stock
or shares of Common Stock and such other class of
capital stock.
3
3.2 Consolidation, Merger or Sale. 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 will 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. If necessary, appropriate
adjustment will be made in the application of the
provisions of paragraph 3 with respect to the
rights and interests of the Holder so that the
provisions of paragraph 3 following such event
will be correspondingly applicable, as nearly as
may reasonably be, to such securities and other
property. The provisions of this paragraph 3.3
will apply to successive consolidations, mergers,
sales or conveyances. Notice of any such
consolidation, merger, sale or conveyance, and of
said provisions so proposed to be made, will be
mailed to the Holder not less than twenty (20)
days prior to such event. A sale of all or
substantially all of the assets of the Company for
a consideration consisting primarily of securities
will be deemed a consolidation or merger for the
purposes of this paragraph 3.3.
3.4 Adjustments. The Warrant Price will not be
adjusted unless such adjustment would require an
increase or decrease of at least $0.10. Any
adjustments which are not required to be made
pursuant to the foregoing sentence will be carried
forward and taken into account in any subsequent
adjustment. All calculations under paragraph 3
will be made to the nearest cent or to the nearest
1/100th of a share, as the case may be. Anything
in paragraph 3 to the contrary notwithstanding,
the Company will be entitled to make such
reductions in the Warrant Price, in addition to
those required by paragraph 3, as the Company
deems to be advisable so that any stock dividend,
subdivision of shares or distribution of rights to
purchase stock or securities convertible or
exchangeable for stock hereafter made by the
Company to its shareholders will not be taxable.
3.5 Certification of Adjustment. Whenever the Warrant
Price is adjusted as provided in paragraph 3 and
4
upon any modification of the rights of the Holder
in accordance with paragraph 3, the Chief
Financial Officer of the Company will certify
promptly the Warrant Price, the number of Warrant
Shares after such adjustment or modification, a
brief statement of the facts requiring such
adjustment or modification and the manner of
computing the same, and will cause such
certificate to be delivered to the Holder.
4. Fully Paid Shares; Taxes. The shares of the Common
Stock represented by each certificate for Warrant Shares
delivered upon the exercise of this Warrant will, at the
time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive
rights. The Company will take all such actions as may be
necessary to assure that the par value or stated value, if
any, per share of the Common Stock is at all times equal to
or less than the Warrant Price. The Company will pay, when
due and payable, any and all federal and state stamp,
original issue or similar taxes which may be payable in
respect of the issuance of any Warrant Share or certificate
therefor.
5. Piggyback Right. Subject to the terms of this
paragraph 5, if at any time during the Exercise Period the
Company proposes to register shares of Common Stock for
public sale in a firm commitment underwriting for its own
account under a Form S-1, Form S-2 or Form S-3 registration
statement filed with the Securities and Exchange Commission
(the "Commission"), the Company will give the Holder notice
of such proposed registration at least twenty (20) calendar
days prior to the filing of a registration statement. At
the written request of the Holder delivered to the Company
within seven (7) calendar days after the receipt of the
notice from the Company, which request will state the
Holder's intent to sell all of the Warrant Shares then owned
by the Holder, the Company will use its reasonable efforts
to register such Warrant Shares under the same registration
statement otherwise being filed by the Company. The Company
will use reasonable efforts to cause such registration to
become and remain effective so long as the Company keeps
such registration effective as to such other Common Stock
being sold for the account of the Company. All Warrant
Shares registered pursuant to this paragraph 5 must be
offered for sale in the public offering by the same under-
writer or underwriters that are offering the other shares of
the Common Stock being registered. The Company may withdraw
the registration statement at any time before it becomes
effective or postpone the offering without obligation to or
the consent of the Holder.
5.1 Shares Includible. The Company will not be
required to include any of the Warrant Shares in
any such registration statement unless the Holder
accepts the terms of the underwriting as agreed
5
upon between the Company and the managing under-
writer or underwriters, and then only in such
quantity as will not, in the opinion of the man-
aging underwriters, jeopardize the success of the
offering by the Company. If the total amount of
Warrant Shares requested to be included in the
registration statement by the Holder and other
shareholders of the Company that request the
inclusion of securities of the Company in such
registration statement (the "Other Shareholders")
exceeds the amount of securities that the managing
underwriters reasonably believe compatible with
the success of the offering, the Company will be
required to include only so many of the Warrant
Shares held by the Holder and other securities of
the Company held by the Other Shareholders as the
managing underwriters believe will not jeopardize
the success of the offering. In such event, the
Warrant Shares and other securities of the Company
held by the other Shareholders to be included will
be apportioned pro rata among the Holder and the
Other Shareholders according to the amounts of
Warrant Shares and other securities of the Company
held by the Other Shareholders so requested to be
included in the registration statement or in such
other proportions as mutually agreed by the Holder
and the Other Shareholders. No reduction will be
made with respect to the securities offered by the
Company or any shareholders whose shares are
included in such registration statement other than
pursuant to piggyback registration rights.
5.2 Expiration of Right. The right to participate in
a registration with the Company pursuant to
paragraph 5 will be exercisable by the Holder only
on one (1) occasion. The Holder's rights under
this paragraph 5 will expire and terminate at the
earlier of (a) the date the Holder receives from
counsel for the Company a written opinion of such
counsel that the Holder has the right, pursuant to
Rule 144 promulgated under the Securities Act of
1933, as amended (the "Act"), to sell as of the
date of such opinion, any portion of the Warrant
Shares then held and/or purchasable upon the
exercise of this Warrant by the Holder or (b) upon
a registration statement being declared effective
by the Commission in which the Company has
included at least fifty percent (50%) of the
Warrant Shares within the coverage of such
registration statement.
5.3 Actions by Company. Whenever the Company includes
Warrant Shares in a registration statement, the
Company will (a) furnish the Holder of Warrant
Shares included in such registration statement and
each underwriter of such Warrant Shares the number
of copies of a current prospectus, including the
6
preliminary prospectus, conforming to the
requirements of Section 10 of the Act (and such
other documents as each such Holder or each such
underwriter may reasonably request), as such
Holder(s) and underwriter(s) may reasonably
require in order to effectuate the offer and sale
of the Warrant Shares included in such
registration statement; (b) use its reasonable
efforts to register or qualify such Warrant Shares
under the blue sky laws (to the extent applicable)
of such jurisdiction or jurisdictions which the
Company deems appropriate or necessary; provided,
however, that the Company will not be obligated to
register or qualify any Warrant Shares under those
"blue sky" securities laws which the Company deems
are unduly burdensome in connection with such
registration or qualification of Warrant Shares in
such state; and (c) take such other actions as may
be reasonably necessary or advisable to enable
such Holder(s) and such underwriters to consummate
the sale or distribution in such jurisdiction or
jurisdictions in which such Holder(s) reasonably
requests that the Warrant Shares be sold;
provided, however, that the Company will not be
required to qualify as a foreign corporation or
broker-dealer in any jurisdiction or to file a
consent to service of process in any jurisdiction
in any action other than one arising out of the
offering or sale of the Warrant Shares.
5.4 Payment of Expenses. The Company will pay all
expenses incurred in connection with any
registration of the offer and sale of the Warrant
Shares pursuant to the provisions paragraph 5 of
this Agreement, except the Holder will pay (a) all
underwriting discounts and concessions, brokerage
commissions, applicable insurance and transfer
taxes relating to the sale of the Warrant Shares,
and (b) all fees and expenses incurred by counsel
for the Holder in connection with such
registration.
6. Indemnification. If the Company includes any Warrant
Shares in a registration statement filed by the Company with
the Commission, the Company and the Holder agree as follows:
6.1 By the Company. Except provided in paragraph
6.1.2, the Company will indemnify and hold
harmless the Holder and each other entity or
person, if any, controlling the Holder (a
"Controlling Person") within the meaning of either
Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended
("Exchange Act"), against any Stockholder
Liability (as defined below) to which the Holder
or the Controlling Party becomes subject under the
Act.
i. Stockholder Liability. As used in this
paragraph 6.1 and subject to paragraph 6.1.2
below, the term "Stockholder Liability" means
any losses, claims, damages or liabilities
under the Act with respect to the
registration statement, including any
preliminary prospectus or final prospectus
and any amendments or supplements thereto,
arising out of or based upon (a) any untrue
or alleged untrue statement of material fact
contained therein or (b) 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.
ii. Exception to Indemnity. The indemnity
agreement contained in paragraph 6.1 will not
apply to (a) amounts paid in settlement of
any Stockholder Liability if such settlement
is effected without the consent of the
Company, which consent will not be
unreasonably withheld or (b) any Stockholder
Liability to the extent that the Stockholder
Liability arises out of, or is based upon,
any untrue statement or alleged untrue
statement or omission or alleged omission
made in connection with the registration
statement, preliminary or final prospectus,
or amendments or supplements thereto, in
reliance upon, and in conformity with,
written information furnished to the Company
for use in connection with the registration
statement by the Holder or Controlling Party.
b. By the Holder. Except as otherwise provided in
paragraph 6.2.2, the Holder will indemnify and
hold harmless the Company, each of its directors,
each of its officers who have signed the
registration statement that includes Warrant
Shares, each person, if any, who controls the
Company within the meaning of the Act or the
Exchange Act, and each agent and underwriter for
the Company against any Company Liability (as
defined below) to which the Company or any such
director, officer, Controlling Person, agent or
underwriter may become subject under the Act.
i. Company Liability. As used in this paragraph
6.2 and subject to paragraph 6.2.2 below, the
term "Company Liability" means any losses,
claims, damages or liabilities with respect
to the registration statement, including any
preliminary or final prospectus and any
amendments or supplements thereto, arising
out of or based upon (a) any untrue statement
or alleged untrue statement of a material
fact contained therein; or (b) 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, in each case to the extent,
but only to the extent, that such untrue
statement or omission or alleged untrue
statement or omission was made in reliance
upon, and in conformity with, written
information furnished by, or on behalf of,
the Holder for use in connection with such
registration statement.
ii. Exception to Indemnity. The indemnity
agreement contained in this paragraph 6.2
will not apply to amounts paid in settlement
of any Company Liability if such settlement
is effected without the consent of the
Holder, which consent will not be
unreasonably withheld. The indemnification
obligation of the Holder will be limited to
an amount equal to the proceeds to the Holder
of the Warrant Shares sold pursuant to the
registration statement.
7. Indemnification Procedure. Upon receipt of notice of
the commencement of any action, a person (an "Indemnified
Party") entitled to indemnification pursuant to paragraph 6
of this Warrant will notify in writing the indemnifying
party if a claim in respect thereof is to be made against
the indemnifying party under paragraph 6. The failure to
notify promptly the indemnifying party will relieve the
indemnifying party from any liability to the Indemnified
Party under paragraph 6.
a. Defense by Indemnifying Party. If any action is
brought against an Indemnified Party and the
Indemnified Party notifies the indemnifying party
of the commencement of such action, the
indemnifying party will have the option to assume
all or any part of the defense of such action,
either alone or jointly with any other
indemnifying party. If the indemnifying party
assumes all or any part of such defense, the
indemnifying party's counsel will be reasonably
satisfactory to the Indemnified Party. After
notice from the indemnifying party to the
Indemnified Party of its election to assume the
defense of such action, the indemnifying party
will not be liable to the Indemnified Party under
paragraph 6 for any legal or other expenses
subsequently incurred by the Indemnified Party in
connection with the defense of such action, except
as provided in paragraph 7.2.
b. Expenses; Conflict. The Indemnified Party will
have the right to participate in the defense of,
and to employ separate counsel in, any action in
which the indemnifying party assumes the defense.
The fees and expenses of such counsel will be paid
by the Indemnified Party, except that the
indemnifying party will pay such reasonable fees
and expenses of such counsel if, subject to the
limitations contained in paragraph 7.3 below: (a)
the employment of such counsel has been
specifically authorized in writing by the
indemnifying party and the indemnifying party has
agreed, in writing, to pay such fees and expenses,
or (b) an Indemnified Party or parties and the
indemnifying party are the named parties to any
such action (including any impleaded parties) and
(i) the Indemnified Party has been advised by
counsel for the indemnifying party that there are
defenses available to the Indemnified Party that
the indemnifying party or its counsel refuses to
accept or (ii) counsel for the indemnifying party
reasonably determines that there may be a conflict
between the position of the indemnifying party and
the Indemnified Party in conducting the defense of
such action. In the event of (b) above, counsel
for the Indemnified Party (at the indemnifying
party's expense) will be entitled to conduct only
that part of the Indemnified Party's or parties'
defense that counsel for the indemnifying party
declines to, or cannot, conduct because of the
foregoing reasons.
c. Counsel for Indemnifying Parties. The
indemnifying party or parties will not, in
connection with any one such action or separate,
but substantially similar or related actions in
the same jurisdiction and arising out of the same
general allegations or circumstances, be liable
for the reasonable fees and expenses of more than
one separate firm of attorneys for all such
Indemnified Party or parties.
8. Representations; Investment Intent; Transferability.
By acceptance of this Warrant, the Holder represents and
warrants that (a) no public distribution of this Warrant or
the Warrant Shares will be made in violation of the
provisions of the Act, and (b) during such period as
delivery of a prospectus with respect to this Warrant or the
Warrant Shares may be required by the Act, no public
distribution of this Warrant or the Warrant 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 further
agrees that if any distribution of this Warrant or any of
the Warrant Shares is proposed to be made otherwise than by
delivery of a prospectus meeting the requirements of Section
10 of the Act, such action will 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, as a
condition to the transfer of this Warrant, any transferee of
this Warrant will deliver to the Company the transferee's
written agreement to accept and be bound by all of the terms
and conditions contained in this Warrant.
a. Investment Intent; Legend. By acceptance of this
Warrant, the Holder represents and warrants that
this Warrant is being acquired, and all Warrant
Shares to be purchased upon the exercise of this
Warrant 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. The Holder represents and warrants
that neither this Warrant 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 will 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.
b. Restriction on Transfer Under the Act. The Holder
understands that under the Act, this Warrant and
the Warrant Shares must be held indefinitely
unless they are subsequently registered under the
Act or unless an exemption from such registration
is available with respect to any proposed transfer
or disposition of the Warrant or the Warrant
Shares. The Holder agrees that the Company may
refuse to permit the sale, transfer or disposition
of this Warrant or any of the Warrant Shares
unless there is in effect a registration statement
under the Act and any applicable state securities
law covering such transfer or the Holder furnishes
an opinion of counsel, reasonably satisfactory to
counsel for the Company, to the effect that such
registration is not required.
9. Nasdaq; Boston Stock Exchange. Notwithstanding
anything herein to the contrary, this Warrant may not be
exercised by the Holder until the Company has listed the
Warrant Shares with the National Association of Securities
Dealers Automated Quotation system ("Nasdaq") and the Boston
Stock Exchange (the "Exchange"). The Company will use
reasonable efforts to list the Warrant Shares with the
Nasdaq and the Exchange.
10. Loss, etc., of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant if
mutilated, and upon reimbursement of the Company's
reasonable incidental expenses, the Company will execute and
deliver to the Holder a new Warrant of like date, tenor and
denomination.
11. Warrant Holder Not Shareholder. Prior to the exercise
of this Warrant pursuant to the terms hereof, this Warrant
will not confer upon the Holder (a) any right to vote the
Warrant Shares or to consent to or receive notice as a
shareholder of the Company with respect to any matters
whatsoever or (b) any other rights or liabilities as a
shareholder.
12. Notices. Except as otherwise specified herein, all
notices, requests, demands and other communications required
or desired to be given hereunder will only be effective if
given in writing, by hand or fax, 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 will 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 will 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 paragraph to:
If to the Company: Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Attention: Dr. Louis F. Centofanti
If to the Holder: Keith Fetter
Piedmont Consulting, Inc.
3131 Piedmont Road, Suite 205
Atlanta, Georgia 30305
13. Headings. The headings of this Warrant are inserted as
a matter of convenience and will not affect the construction
or interpretation hereof.
14. Applicable Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of
Delaware without giving effect to the principles of
conflicts of law thereof.
15. Survival of Representations. All representations and
warranties contained herein will survive the execution of
this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to
be signed by its President and its corporate seal to be affixed
hereto and attested by its Secretary this 25th day of July, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By:________________________
Dr. Louis F. Centofanti,
President
(the "Company")
__________________________________
KEITH FETTER, an individual
("the Holder")
MBEN\N-P\PESI\WARRANTS\JULY97.4
SUBSCRIPTION
The undersigned, ____________________________________,
pursuant to the provisions of the foregoing Warrant, hereby
agrees to subscribe for and purchase _____________ shares of the
Common Stock of Perma-Fix Environmental Services, Inc. covered by
said Warrant, and makes payment therefor in full at the price per
share provided by said Warrant.
Dated: _______________ Signature __________________________
Address ____________________________
ASSIGNMENT
FOR VALUE RECEIVED __________________ hereby sells,
assigns and transfers unto _______________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint _________________, attorney, to transfer
said Warrant on the books of Perma-Fix Environmental Services,
Inc.
Dated: _______________ Signature __________________________
Address ____________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED ___________________ hereby assigns
and transfers unto ___________________________ the right to
purchase ___________ shares of the Common Stock of Perma-Fix
Environmental Services, Inc. by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced
hereby, and does irrevocably constitute and appoint
__________________, attorney, to transfer that part of said
Warrant on the books of Perma-Fix Environmental Services, Inc.
Dated: _______________ Signature __________________________
Address ____________________________
MBEN\N-P\PESI\WARRANTS\JULY97.4