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
COUNSEL THAT IS SATISFACTORY TO PERMA-FIX ENVIRONMENTAL SERVICES
INC. 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 HEREIN.
No. LFC: 6-30-98-2
COMMON STOCK PURCHASE WARRANT CERTIFICATE
Dated: June 30, 1998
Six Hundred Twenty-Five Thousand(625,000) Warrants
to Purchase Six Hundred Twenty-Five Thousand
(625,000)
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
June 29, 2002
PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation
(the "Company"), hereby certifies that ROBERT B. PRAG, an
individual (the "Warrant Holder" or "Holder"), for value received,
is entitled to purchase from the Company at any time after January
15, 1999, until 5:00 p.m., Eastern Daylight Savings Time ("EST")on
June 29, 2002 ("the Exercise Period"), up to an aggregate of six
hundred twenty-five thousand (625,000) shares (the "Shares" or
"Warrant Shares") of the Company's common stock, par value $.001
per share ("Common Stock"), at an exercise price equal to U. S.
$1.875 per share (the "Per Share Exercise Price").
1. Exercise of Warrant and Shareholder Approval.
1.1 In order to exercise this Common Stock Purchase
Warrant Certificate ("Warrant" or "Warrant Certificate"), in whole
or in part, during the Exercise Period, the Holder shall deliver to
the Company this Warrant Certificate, with the attached Election to
Purchase form duly executed and completed by the Holder and
specifying the number of Warrant Shares which Holder is purchasing
pursuant to the terms of this Warrant, at 1940 Northwest 67th Place,
Gainesville, Florida 32606-1649, together with either:
(a) payment to the Company (in the form of cash or certified
or bank cashier's check payable to the Company) in an amount equal
to the Per Share Exercise Price multiplied by the number of Warrant
Shares being purchased (the"Aggregate Exercise Price"), or
(b) Holder's written direction to the Company to retain as
the Aggregate Exercise Price for the Warrant Shares being purchased
that number of the Warrant Shares (rounded upward to next highest
full Share) being purchased which have an aggregate value equal to
the Aggregate Exercise Price. Such Warrant Shares shall be valued
for such purposes at the highest closing price of the Company's
Common Stock in the principal market in which the Company's Common
Stock trade for a five day period consisting of the trading day
preceding the date on which this Warrant and the Purchase Form are
delivered to the Company plus the four preceding trading days.
As soon as practicable thereafter, but in any event within ten
(10) business days after the Company's receipt of all of the above
documents, the Company shall cause to be delivered to the Holder a
certificate issued in the Holder's name evidencing (x) in the case
payment of the exercise price pursuant to (a) above the full number
of Warrant Shares as to which this Warrant was exercised by the
Holder or (y) in the case of payment of the exercise price pursuant
to (b) above the number of Warrant Shares remaining after
subtracting from the full number of Warrant Shares as to which this
Warrant was exercised by Holder that number of Warrant Shares which
the Company is to retain pursuant to (b) above. Holder shall be
considered to be the holder and owner of the Warrant Shares to be
evidenced by such certificate as of the close of business on the
date the Company received the notice of exercise accompanied by
payment, as contemplated herein, without regarding to the date of
actual issuance of the certificate representing such Shares.
All or less than all of the Warrant Shares 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
Holder a new Warrant Certificate of like tenor and dated the date
hereof entitling said Holder to purchase the number of Warrant
Shares represented by this Warrant 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 which have not been exercised.
-2-
1.2 In connection with the transactions pursuant to which
the Company is issuing this Warrant, the Company is also issuing
(i) to RBB Bank Aktiengesellschaft ("RBB Bank") certain shares of
a new series of Preferred Stock designated as Series 10 Class J
Convertible Preferred Stock ("Preferred Stock"), which Preferred
Stock is convertible into the Company's Common Stock pursuant to
the terms thereof, and certain warrants to RBB Bank for the
purchase by RBB Bank of up to 125,000 shares of Common Stock ("RBB
Warrants") pursuant to the terms of that certain Private Securities
Subscription Agreement, dated June 30, 1998 between the Company and
RBB Bank ("RBB Subscription Agreement"), and (ii) a certain warrant
to Robert B. Prag (collectively the "Prag Warrant") providing for
the purchase of up to an aggregate of 625,000 shares of Common
Stock pursuant to the terms of that certain Placement and
Consulting Agreement, dated June 30, 1998 between the Corporation
and the Holder ("Liviakis Consulting Agreement").
If (i) the aggregate number of shares of Common Stock issued
by the Company as a result of (a) conversion of the Preferred
Stock, (b) payment of dividends accrued on the Preferred Stock, (c)
exercise of the RBB Warrants (d) exercise of this Warrant and (e)
exercise of the Prag Warrant exceeds 2,388,347 shares of Common
Stock (which equals 19.9% of the outstanding shares of Common Stock
of the Company as of the date of this Warrant) and (ii) RBB Bank
has converted or elects to convert any of the then outstanding
shares of Preferred Stock pursuant to the terms of the Preferred
Stock at a Conversion Price (as defined in the terms of the
Preferred Stock) less than $1.875 ($1.875 being the market value
per share of Common Stock as quoted on the NASDAQ as of the close
of business on June 30, 1998), other than if the Conversion Price
is less than $1.875 solely as a result of the anti-dilution
provisions of the Preferred Stock, then, notwithstanding anything
in this Warrant to the contrary, thereafter the Company shall not
issue any shares of Common Stock as a result of the exercise of
this Warrant unless and until the Company shall have obtained
approval of its shareholders entitled to vote on the transactions
referenced to in the RBB Subscription Agreement and the Liviakis
Consulting Agreement pursuant to requirements of subparagraphs
(25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace
Rules ("Shareholder Approval").
If Shareholder Approval is required as set forth in the above
paragraph, the Company shall take all practicable steps to obtain
such Shareholder Approval within ninety (90) days of the event
triggering the need for Shareholder Approval (the "90 Day Period").
The Holder shall, and the Company shall use its best efforts to
cause its officers and directors to, vote all shares of Common
Stock of the Company over which they have voting control in favor
of such Shareholder Approval. If the Company is required to obtain
such Shareholder Approval pursuant to the requirements of the above
paragraph but is unable to obtain such Shareholder Approval within
the 90 Day Period, then, the Company agrees that the Exercise
Period shall be extended for that number of additional days equal
to the number of days in the period of time beginning with the day
after the expiration of the 90 Day Period and ending as of the day
such Shareholder Approval is obtained.
-3-
In addition, if the Company is required to obtain such
Shareholder Approval within the 90 Day Period but is unable to
obtain such Shareholder Approval within such 90 Day Period and
thereafter the Holder notifies the Company in writing of its
intention to exercise this Warrant for all or a portion of the
Warrant Shares pursuant to the requirements of this Warrant
("Notification of Intention") before such Shareholder Approval is
obtained, with such Notification of Intention specifying the exact
number of Warrant Shares that the Holder intends to purchase
("Warrant Shares to be Purchased") pursuant to the requirements of
this Warrant, then the Company shall have an additional sixty (60)
days ("Additional 60 Days") from receipt by the Company from the
Holder of such Notification of Intention. If the Company has not
obtained the Shareholder Approval within the Additional 60 Days,
then the Holder shall have the option to terminate this Warrant as
to the Warrant Shares to be Purchased, and, in the event of such
termination, the Company shall pay to the Holder an amount
("Payment Amount") determined by subtracting from (a) an amount
determined by multiplying the fair market value (as defined below)
per share of Common Stock by the number of Warrant Shares to be
Purchased, (b) the Aggregate Exercise Price of the Warrant Shares
to be Purchased. If the Holder elects to terminate this Warrant as
to the Warrant Shares to be Purchased for the Payment Amount
pursuant to the terms of this paragraph ("Election"), the Holder
shall deliver to the Company written notice ("Election Notice") of
the Election, and the Company shall have fifteen (15) days from
receipt of such Election Notice to pay the Payment Amount to the
Holder either in cash or by delivering to the Holder the Company's
promissory note payable to the order of the Holder in the principal
amount of the Payment Amount. If the Company elects to pay the
Payment Amount by delivery to the Holder such promissory note, such
promissory note shall be in the principal amount of the Payment
Amount and shall bear an annual rate of interest equal to the prime
rate announced from time to time by the Chase Manhattan Bank plus
1%, with the principal payable in thirty-six (36) equal monthly
installments plus accrued and unpaid interest, and the first
monthly installment beginning the first full month after issuance
of such promissory note. Such promissory note shall be in form
reasonably satisfactory to the Holder. For the purpose of this
paragraph, "fair market value" per share of the Company's Common
Stock shall be the average closing price of a share of the
Company's Common Stock as reported on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or if the
Common Stock is not listed on the NASDAQ but is listed for trading
on a national securities exchange the average closing price of a
share of Common Stock as reported on such national securities
exchange, for the five (5) trading days immediately prior to the
Company's receipt of the Election Notice from the Holder of the
documents required by Section 1.1 hereof in connection with the
exercise of the Warrant Shares to be Purchased. Notwithstanding
anything herein to the contrary, this Warrant as to the Warrant
Shares to be Purchased shall terminate in all respects as of the
date of receipt by the Company of the Holder's Election Notice.
2. Exchange and Transfer. This Warrant 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 Holder, for another
Certificate of like tenor in the name of such Holder exercisable
for the aggregate number of Warrant Shares as the Warrant
Certificate surrendered.
-4-
3. Rights and Obligations of Holder of this Certificate. The
Holder of this Warrant 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 shares
of Common Stock are 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
Warrant Certificate and a duly executed Election to Purchase form
were 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 Warrant Certificate are limited to those expressed herein and
the Holder of this Warrant Certificate, by his acceptance hereof,
consents and agrees to be bound by, and to comply with, all of the
provisions of this Warrant Certificate, including, without
limitation, all of the obligations imposed upon the Holder
contained in this Warrant Certificate. In addition, the Holder, by
accepting this Warrant Certificate, agrees that the Company may
deem and treat the person in whose name this Warrant Certificate is
registered on the books of the Company as the absolute, true and
lawful owner of this Warrant 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 pursuant to the terms of this Warrant
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 this Warrant.
5. No Fractional Shares. No Fractional Shares or scrip
representing Fractional Shares shall be issued upon the exercise of
this Warrant. Fractional shares shall be rounded down to the
nearest whole share of Common Stock.
6. Disposition of Warrant or Shares.
6.1 The Holder of this Warrant Certificate, by his
acceptance thereof, agrees that (a) no public distribution of this
Warrant or Warrant 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 this Warrant or Warrant Shares may be required by the Act, no
public distribution of this Warrant or 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
-5-
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 this
Warrant or Warrant 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 counsel reasonably
satisfactory to the Company, 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
this Warrant 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:
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 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 confer upon the Holder any right to vote the Warrant
Shares or to consent to or receive notice as a shareholder of the
Company or any other rights as a shareholder of the Company because
of this Warrant Certificate.
8. Registration Rights.
8.1 Subject to the terms of this Section 8, the Holder of
this Warrant shall have the right to include all of the Warrant
Shares after as part of any registration of securities filed by the
Company (other than in connection with a transaction contemplated
-6-
by Rule 145(a) promulgated under the Act or the registration of
securities on Form S-4 or Form S-8), and the Holder of this Warrant
must be notified in writing of such filing. The Holder shall have
five (5) business days to notify the Company in writing as to
whether the Company is to include the Warrant Shares as part of the
registration; provided, however, that if any registration pursuant
to this Section shall be underwritten, in whole or in part, the
Company may require that the Warrant Shares requested for inclusion
pursuant to this Section be included in the underwriting on the
same terms and conditions as the securities otherwise being sold
through the underwriters. If in the good faith judgment of the
underwriter of such offering only a limited number of Warrant
Shares should be included in such offering, or no such shares
should be included, the Holder of such Warrant Shares, and any
other selling shareholders, shall be reduced, such reduction to be
applied by excluding (on a pro rata basis) Warrant Shares proposed
to be sold by the Holder of this Warrant and shares proposed to be
sold by all other selling shareholders. Those Warrant Shares (and
all other shares of Common Stock held by the selling shareholders)
which are not included in an underwritten offering pursuant to the
foregoing provisions of this Section shall be withheld from the
market by the holders thereof for a period, not to exceed one
hundred and twenty (120) days, which the underwriter may reasonably
determine is necessary in order to effect such underwritten
offering, and the Holder shall sign any agreement to this effect
requested by such underwriter. Notwithstanding the foregoing
provisions, the Company may withdraw any registration statement
without incurring any liability to the Holder of Warrant Shares.
8.2 If the Company has not registered the Warrant Shares as
part of a registration of securities filed by the Company pursuant
to Section 8.1 hereof by December 1, 1998, then, in such event and
subject to the terms of this Section 8, at any time beginning after
December 1, 1998, and ending as of the termination of the Exercise
Period, at the written request of the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in whole or in
part), and provided that (i) at the time of such request the Holder
is the owner of, and/or has the right pursuant to this Warrant to
purchase, Warrant Shares representing in the aggregate (either
alone or together with Warrant Shares theretofore purchased and/or
purchasable upon the exercise of this Warrant) more than 250,000 of
the total number of Warrant Shares theretofore issued and then
issuable upon the exercise of this Warrant or (ii) the Company has
not theretofore provided the Holder the opportunity to include
within the coverage of a registration statement, which registration
statement has been declared effective by the Securities and
Exchange Commission ("Commission"), all of the Warrant Shares
therefore issued and then issuable upon the exercise of this
Warrant pursuant to the provisions of Section 8.1 hereof or (iii)
the Holder is unable to sell all of the Warrant Shares without
registration under the Act pursuant to an exemption provided by the
Act, the Company promptly shall prepare and file with the
Commission a registration statement under the Act covering all of
the Warrant Shares theretofore issued and which thereafter may be
issuable upon the exercise of this Warrant (provided, that, if the
request for registration is received by the Company within forty-
five (45) days prior to the commencement of a fiscal year of the
Company, the Company may delay the preparation and filing of such
registration statement for a period of not more than one hundred
twenty (120) days following the commencement of such fiscal year in
order to prepare and include in such registration statement audited
financial statements for the immediately preceding fiscal year) and
shall use it reasonable efforts to cause such registration
-7-
statement to become effective as promptly as practical and to
remain effective and current with respect to the Warrant Shares
pursuant to Section 8.3 below. The right to demand the filing of
a registration statement pursuant to this Section 8.2 shall be
exercisable on one (1) occasion only.
8.3 The Company shall use reasonable efforts to keep
effective and current the registration statement filed by the
Company under either Section 8.1 or 8.2 hereof, which registration
statement has been declared effective by the Commission, with
respect to the Warrant Shares for an aggregate period ending upon
the earlier of (i) two (2) years after the termination of the
Exercise Period or the last exercise by the Holder of all of the
Warrant Shares, whichever occurs first, or (ii) the Holder is
permitted to sell or otherwise dispose of the Warrant Shares
acquired by the Holder upon exercise of this Warrant without
registration under the Act as a result of the provisions of Rule
144 (k) promulgated under the Act or a similar exemption from
registration under the Act, or (iii) the disposal or transfer of
all of the Warrant Shares by the Holder that are acquired by the
Holder.
8.4 Unless terminated sooner, the registration rights set
forth in Sections 8.1 and 8.2 above shall cease upon the earliest
of (a) the effective registration under the Act of all of the
Warrant Shares, (b) the disposal or transfer of such Warrant Shares
by the Holder, (c) registration under the Act is no longer required
for the immediate public distribution of such Warrant Shares as a
result of the provisions of Rule 144 promulgated under the Act, or
(d) such Warrant Shares cease to be outstanding.
8.5 Subject to the immediately following sentence, the
Company shall in all events pay and be responsible for all fees,
expenses, costs and disbursements associated with the registering
of the Warrant Shares under this Section 8, including filing fees,
fees, costs and disbursements of the Company's counsel, accountants
and other consultants representing the Company therewith.
Notwithstanding anything set forth herein to the contrary, Holder
shall be responsible for and shall pay any and all underwriting
discounts and commissions in connection with the sale of the
Warrant Shares pursuant to this Section 8 and all fees of its legal
counsel and other advisors retained by the Holder in connection
with reviewing any registration statement.
8.6 (i) The Company will indemnify and hold harmless the
Holder and its directors and officers and any underwriter (as
defined in the Act) for the Holder and each person, if any, who
controls the Holder or such underwriter within the meaning of the
Act, from and against, and will reimburse the Holder and each such
underwriter and controlling person with respect to, any and all
loss, damage, liability, cost and expense to which such Holder or
any such underwriter or controlling person may become subject under
the Act or otherwise, insofar as such losses, damages, liabilities,
costs or expenses are caused by any untrue statement or alleged
untrue statement of any material fact contained in such
registration statement referred to in Sections 8.1 or 8.2 of this
Warrant, any prospectus contained therein or any amendment or
supplement thereto, or arise out of, or are based upon, the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
-8-
therein, in light of the circumstances in which they were made not
misleading; provided, however, that the Company will not be liable
in any such case to the extent that any such loss, damage,
liability, cost or expense arises out of, or is based upon, any
untrue statement or alleged untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity
with information furnished by the Holder, such underwriter or such
controlling person in writing specifically for use in the
preparation thereof.
ii. The Holder will indemnify and hold harmless the Company,
its directors and officers, any controlling person and any
underwriter from and against, and will reimburse the Company, its
directors and officers, any controlling person and any underwriter
with respect to, any and all loss, damage, liability, cost or
expenses to which the Company or any controlling person and/or any
underwriter may become subject under the Act or otherwise, insofar
as such losses, damages, liabilities, costs or expenses are caused
by any untrue statement, or alleged untrue statement, of any
material fact contained in such registration statement referred to
in Sections 8.1 or 8.2 of this Warrant, any prospectus contained
therein or any amendment or supplement thereto, or arise out of, or
are based upon, the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they
were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission was so made in reliance upon, and
in strict conformity with, written information furnished by, or on
behalf of, the Holder specifically for use in the preparation
thereof.
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 other securities of the Company, 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 other securities of the Company 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.
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
-9-
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, during the period beginning July 16, 1999 and ending
upon the termination of the Exercise Period, the Company may, at
its sole option, but shall not be obligated to, redeem this Warrant
at a redemption price of five cents ($.05) per Warrant Share
covered by this Warrant (the "Redemption Price"). The Company may
exercise its option to redeem this Warrant only if (a) the Warrant
Shares are covered by a registration statement filed with the
Commission which is effective as of the date of the Redemption
Notice (as defined below) and remains effective through the
Redemption Date (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
$3.75 or more.
10.1 Mechanics of Redemption. Thirty (30) days prior to
any date stipulated by the Company for the redemption of this
Warrant (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 in this
Warrant Certificate to be redeemed from such Holder, and (d) as to
how to specify to the Company the 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 this
Warrant 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, request, demands and other communications
required or desired to be given hereunder shall only be effective
if given in writing, by hand, by fax, by certified or registered
mail, return receipt requested, postage prepaid, or by U.S. Express
Mail service, or by private overnight mail services (e.g., Federal
Express). Any such notice shall be deemed to be 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
-10-
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 11):
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 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 Holder: Robert B. Prag
2420 K Street
Suite 220
Sacramento, CA 85816
Fax No. (916) 448-6084
with copies simultaneously Kelly Lytton Mintz & Vann
by like means to: 1900 Avenue Of The Stars
Suite 1450
Los Angeles, California 70067
Attention: Allen Jacobsen, Esquire
Fax No. (310) 277-1804
12. 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 Company and the Holder
irrevocably consent to the venue and jurisdiction of the federal
court located in Wilmington, Delaware.
13. Binding Effect. This Warrant Certificate shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors, permitted assigns, heirs, executors and
administrators.
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.
-11-
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 June 30, 1998
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
____________________________________
Dr. Louis F. Centofanti
Chief Executive Officer
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ELECTION TO PURCHASE
To be Executed by the Holder in Order to Exercise the Common
Stock Purchase Warrant Certificate.
The undersigned Holder hereby irrevocable elects to purchase
_______________________________________ of the Warrant Shares
represented by this Warrant Certificate, and to purchase the shares
of Common Stock issuable upon such exercise 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 Warrant Shares to be purchases shall not be
for all the Warrant Shares evidenced by this Warrant Certificate,
that a new Common Stock Warrant Certificate for the balance of such
Warrant Shares to be registered in the name of, and delivered to,
the Holder at the address below, as provided in the Warrant.
The undersigned Holder hereby irrevocable elects to pay for
the above referenced Warrant Shares pursuant to (check one):
[ ] Section 1.1(a) of this Warrant, or
[ ] Section 1.1(b) of this Warrant.
Dated: _____________________ _____________________________________
(Signature of Holder)
______________________________________
(Address)
_______________________________________
_______________________________________
(Social Security or Federal I.D. Number)
_______________________________________
(Signature(s) guaranteed