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 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
RBB-9-97-3
Dated: September 16, 1997
Two Hundred Eighty-One Thousand Two Hundred Fifty (281,250)
Warrants
to Purchase Two Hundred Eighty-One Thousand Two Hundred Fifty
(281,250)
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
June 9, 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
December 31, 1997, until 5:00 p.m., Eastern Daylight Savings Time
on June 9, 2000, up to an aggregate of two hundred eighty-one
thousand two hundred fifty (281,250) 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 $2.125
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 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 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
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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.
4. Common Stock.
4.1 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.
4.2 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.
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 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
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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 6.2 of this Warrant Certificate.
6. Disposition of Warrants or Shares.
6.1 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.
6.2 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
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:
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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.
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 Exchange Agreement by and between the Company and
the Warrant Holder dated effective as of September 16, 1997 (the
"Exchange Agreement"). It is expressly acknowledged and agreed
that all references to Warrant Shares are to shares of Common Stock
issuable upon the exercise of this Warrant Certificate, in whole or
in part, from time to time and at any time.
9. Anti-Dilution.
9.1 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
-5-
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.
9.2 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
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. Redemption at Corporation's Option. At any time, and from
time to time, the Company may, at its sole option, but shall not be
obligated to, redeem this Warrant at a redemption price of one cent
($0.01) per Warrant Share covered by this Warrant (the "Redemption
Price"). The Company may exercise its option to redeem the Warrant
only if (a) the Warrant Shares are covered by a registration
statement filed with the U. S. Securities and Exchange Commission
which is effective as of the date the Redemption Notice (as defined
below) and (b) the average closing bid quotation of the Company's
Common Stock as reported on the National Association of Securities
Dealers Automated Quotation system ("NASDAQ"), or the average
closing price if listed on a national securities exchange for the
ten (10) trading days immediately prior to the date of the
Redemption Notice (as defined below) is more than $6.00.
10.1 Mechanics of Redemption. Thirty (30) days prior to any
date stipulated by the Company for the redemption of the
Warrants (the "Redemption Date"), a written notice (the
"Redemption Notice") shall be mailed to each Holder of
record. The Redemption Notice shall state: (a) the
Redemption Date of the Warrants, (b) the number of
Warrants to be redeemed from the Holder to whom the
redemption notice is addressed, (c) instructions for
surrender to the Company in the manner and at the place
designated of the Warrant Certificate or Certificates
representing the Warrants to be redeemed from such
Holder, and (d) as to how to specify to the Company the
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number of Warrants to be exercised into Warrant Shares,
as provided in Sections 1 and 10.2 hereof.
10.2 Exercise Upon Redemption. Upon receipt of the Redemption
Notice, the Holder of this Warrant shall have the option,
at its sole election, to specify what portion of its
Warrants called for redemption in the Redemption Notice
shall be redeemed as provided in this Section 10 or
exercised into Warrant Shares in the manner provided in
Section 1 hereof.
11. 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 32653
Attention:Dr. Louis F. Centofanti
Chief Executive Officer
Fax No.: (352) 373-0040
with copies Conner & Winters
simultaneously One Leadership Square, Suite 1700
by like means to: 211 North Robinson
Oklahoma City, Oklahoma 73102
Attention: Irwin H. Steinhorn, Esquire
Fax No.: (405) 232-2695
If to the RBB Bank Aktiengesellschaft
Subscriber: Burgring 16, 8010 Graz, Austria
Attention: Herbert Strauss
Fax No.: 011-43-316-8072, ext. 392
12. Governing Law. This Warrant Certificate and all rights and
obligations hereunder shall be deemed to be made under and governed
-7-
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.
13. 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.
14. 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 September 16, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By______________________________
Dr. Louis F. Centofanti
Chief Executive Officer
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ELECTION TO PURCHASE
To Be Executed by the Warrant Holder
in Order to Exercise the Common Stock
Purchase Warrant Certificate
The undersigned Holder hereby irrevocable elects to exercise
___________ of the Warrants represented by this Common Stock
Warrant Certificate, and to purchase the shares of Common Stock
issuable upon the exercise of such Warrants and requests that
certificates for securities be issued in the name of:
_____________________________________________
(Please type or print name and address)
______________________________________________
______________________________________________
_______________________________________________
(Social Security Number)
and delivered to
(Please type or print name and address)
and, if such number of Warrants shall not be all the Warrants
evidenced by this Common Stock Warrant Certificate, that a new
Common Stock Warrant Certificate for the balance of such Warrants
be registered in the name of, and delivered to, the Holder at the
address stated below.
In full payment of the purchase price with respect to the
Warrants exercised and transfer taxes, if any, the undersigned
hereby tenders payment of $_______________ by cash, cashier's check
or certified check payable in United States currency to the order
of Perma-Fix Environmental Services, Inc.
Dated: __________________. ________________________________
________________________________
(Address)
________________________________
________________________________
(Social Security or Federal
I. D. Number)
________________________________
Signature(s) guaranteed
BALL:\N-P\PESI\S-3\1997\FINWAR\WAR9-3.212