SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 1997
__________________
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-11596 58-195-4497
__________________ _______________ __________________
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1940 N.W. 67th Place, Suite A
Gainesville, Florida 32654
______________________________________
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (352) 373-4200
______________
Not applicable
___________________________________________________________
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On or about June 11, 1997, Perma-Fix Environmental Services,
Inc. (the "Company") issued to RBB Bank Aktiengesellschaft, located
in Graz, Austria ("RBB Bank"), 2,500 shares of newly-created
Series 4 Class D Convertible Preferred Stock, par value $.001 per
share ("Series 4 Preferred"), at a price of $1,000 per share, for
an aggregate sales price of $2,500,000. The sale to RBB Bank was
made in a private placement under Rule 506 of Regulation D under the
Securities Acts of 1933, as amended, pursuant to the terms of a
Subscription and Purchase Agreement, dated June 9, 1997, between the
Company and RBB Bank ("Subscription Agreement"). The Series 4
Preferred has a liquidation preference over the Company's common
stock, par value $.001 per share ("Common Stock"), equal to $1,000
consideration per outstanding share of Series 4 Preferred (the
"Liquidation Value"), plus an amount equal to all unpaid dividends
accrued thereon. The Series 4 Preferred accrues dividends on a
cumulative basis at a rate of four percent (4%) per annum of the
Liquidation Value ("Dividend Rate"), and is payable semi-annually
when and as declared by the Board of Directors. No dividend or
other distribution may be paid or declared or set aside for payment
on the Company's Common Stock until all accrued and unpaid dividends
on all outstanding shares of Series 4 Class D Preferred Stock have
been paid or set aside for payment. Dividends may be paid, at the
option of the Company, in the form of cash or Common Stock of the Company.
If the Company pays dividends in Common Stock, such is payable in the
number of shares of Common Stock equal to the product of (a) the quotient
of (i) the Dividend Rate divided by (ii) the average of the closing bid
quotation of the Common Stock as reported on the NASDAQ for the five
trading days immediate prior to the date the dividend is declared,
times (b) a fraction, the numerator of which is the number of days
elapsed during the period for which the dividend is to be paid and
the denominator of which is 365.
The holder of the Series 4 Preferred may convert into Common
Stock up to 1,250 shares of the Series 4 Preferred on and after
October 5, 1997, and the remaining 1,250 shares of the Series 4
Preferred on and after November 5, 1997. The conversion price per
share is the lesser of (a) the product of the average closing bid
quotation for the five (5) trading days immediately preceding the
conversion date multiplied by eighty percent (80%) or (b) $1.75. The
minimum conversion price is $.75, which minimum will be eliminated
from and after September 6, 1998.
As part of the sale of the Series 4 Preferred, the Company also
issued to RBB Bank two common stock purchase warrants (collectively,
the "Warrants") entitling RBB Bank to purchase, after December 31,
1997 and until June 9, 2000, an aggregate of up to 375,000
shares of Common Stock, subject to certain anti-dissolution
provisions, with 187,500 shares exercisable at a price equal to
$2.10 per share and 187,500 shares exercisable at a price equal to
$2.50 per share. The Common Stock issuable on the conversion of the
Series 4 Preferred and on the exercise of the Warrants is subject
to certain registration rights pursuant to the Subscription
Agreement. The Company intends to utilize the proceeds received on
the sale of Series 4 Preferred for capital improvements at the
<PAGE>
Company's various facilities, working capital and repayment of trade
payables.
In connection with the placement of Series 4 Preferred to RBB
Bank, the Company paid fees (excluding legal and accounting) of
$200,000 and issued to the investment banking firm that handled
the placement two common stock purchase warrants entitling the
investment banking firm to purchase an aggregate of up to 300,000
shares of Common Stock, subject to certain anti-dilution provisions,
with one warrant for a five year term to purchase up to 200,000
shares at an exercise price of $2.00 per share and the second warrant
for a three year term to purchase up to 100,000 shares of Common Stock
at an exercise price of $1.50 per share. Under the terms of each
warrant, the investment banking firm is entitled to certain
registration rights with respect to the shares of Common Stock
issuable on the exercise of such warrants.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Subscription and Purchase Agreement, dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.2 Certificate of Designations of Series 4 Class D
Convertible Preferred Stock, dated June 9, 1997.
4.3 Specimen copy of Certificate relating to the Series
4 Class D Convertible Preferred Stock.
4.4 Common Stock Purchase Warrant ($2.10) dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.5 Common Stock Purchase Warrant ($2.50) dated June 9,
1997, between the Company and RBB Bank
Aktiengesellschaft.
4.6 Common Stock Purchase Warrant ($1.50) dated June 9,
1997, between the Company and J W Charles
Securities, Inc.
4.7 Common Stock Purchase Warrant ($2.00) dated June 9,
1997, between the Company and J W Charles
Securities, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By: /s/ Richard T. Kelecy
__________________________
Richard T. Kelecy
Chief Financial Officer
Date: June 18, 1997
<PAGE>
Exhibit Index
_____________
Sequentially
Exhibit Numbered
No. Description Page
________ _______________________________________ _____________
4.1 Subscription and Purchase Agreement, 6
dated June 9, 1997, between the Company
and RBB Bank Aktiengesellschaft
4.2 Certificate of Designations of Series 4 28
Class D Convertible Preferred Stock,
dated June 9, 1997
4.3 Specimen copy of Certificate relating 39
to the Series 4 Class D Convertible
Preferred Stock
4.4 Common Stock Purchase Warrant ($2.10) 41
dated June 9, 1997, between the
Company and RBB Bank Aktiengesellschaft
4.5 Common Stock Purchase Warrant ($2.50) 49
dated June 9, 1997, between the
Company and RBB Bank Aktiengesellschaft
4.6 Common Stock Purchase Warrant ($1.50) 57
dated June 9, 1997, between the
Company and J W Charles Securities, Inc.
4.7 Common Stock Purchase Warrant ($2.00) 69
dated June 9, 1997, between the Company
and J W Charles Securities, Inc.
TABLE OF CONTENTS
Page
1. Subscription for Purchase of Securities . . . . . . . . . . . . . . 2
1.1 Sale and Purchase. . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Reporting Company. . . . . . . . . . . . . . . . . . . . . . . 3
1.3 Terms of the Series 4 Preferred Stock and Warrants . . . . . . 3
2. Payment of Purchase Price; Delivery of Securities . . . . . . . . . 3
2.1 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Purchase Price and Payment . . . . . . . . . . . . . . . . . . 3
2.3 Restrictive Legends. . . . . . . . . . . . . . . . . . . . . . 4
3. Representations, Warranties and Covenants of Subscriber . . . . . . 4
3.1 Investment Intent. . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Certain Risk . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Prior Investment Experience. . . . . . . . . . . . . . . . . . 5
3.4 No Review by the SEC . . . . . . . . . . . . . . . . . . . . . 5
3.5 Not Registered . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6 No Public Market . . . . . . . . . . . . . . . . . . . . . . . 6
3.7 Sophisticated Investor . . . . . . . . . . . . . . . . . . . . 6
3.8 SEC Filing . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Documents, Information and Access. . . . . . . . . . . . . . . 7
3.10 No Registration, Review or Approval. . . . . . . . . . . . . . 7
3.11 Transfer Restrictions. . . . . . . . . . . . . . . . . . . . . 7
3.12 No Short Sale. . . . . . . . . . . . . . . . . . . . . . . . . 8
3.13 Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.14 Accuracy or Representations and Warranties . . . . . . . . . . 8
3.15 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.16 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4. Representations, Warranties and Covenants of the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Organization, Authority, Qualification . . . . . . . . . . . . 9
4.2 Authorization. . . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 Ownership of, and Title to, Securities . . . . . . . . . . . . 9
4.4 Exemption from Registration. . . . . . . . . . . . . . . . . . 10
4.5 Use of Proceeds from this Offering . . . . . . . . . . . . . . 10
5. Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . 10
5.1 Registration . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.2 Current Registration Statement . . . . . . . . . . . . . . . . 11
5.3 0.1% Penalty . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.5 Other Provisions . . . . . . . . . . . . . . . . . . . . . . . 12
5.6 Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.7 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6. Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 By the Company . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 By the Subscriber. . . . . . . . . . . . . . . . . . . . . . . 13
6.3 Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7. Securities Legends and Notices. . . . . . . . . . . . . . . . . . . 14
<PAGE>
8. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.1 Amendment; Waiver. . . . . . . . . . . . . . . . . . . . . . . 16
8.2 Binding Effect; Assignment . . . . . . . . . . . . . . . . . . 16
8.3 Governing Law; Litigation Costs. . . . . . . . . . . . . . . . 16
8.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.5 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.7 Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . 17
8.8 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 17
8.9 Authority; Enforceability. . . . . . . . . . . . . . . . . . . 17
8.10 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.11 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . 18
8.12 Public Announcements . . . . . . . . . . . . . . . . . . . . . 18
Exhibit "A" - Certificate of Designations
Exhibit "B" - Common Stock Purchase Warrant
<PAGE>
SUBSCRIPTION AND PURCHASE AGREEMENT
for
2,500 SHARES OF SERIES 4 CLASS D CONVERTIBLE PREFERRED STOCK,
PAR VALUE $.001 PER SHARE
and
375,000 WARRANTS, EACH WARRANT TO PURCHASE
ONE SHARE OF COMMON STOCK
of
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(a Delaware corporation)
THIS SUBSCRIPTION AND PURCHASE AGREEMENT (the "Agreement") is
dated as of the 9th day of June, 1997, by and between PERMA-FIX
ENVIRONMENTAL SERVICES, INC., a Delaware corporation, having offices
at 1940 Northwest 67th Place, Gainesville, Florida 32653 (the
"Company"), and RBB BANK AKTIENGESELLSCHAFT, organized under the
laws of Austria, and having its principal offices at Burgring 16,
8101 Graz, Austria (the "Subscriber").
W I T N E S S E T H:
WHEREAS, the Subscriber and the Company have arranged for the
Agreement to provide for the subscription and, if such subscription
as set forth in this Agreement is accepted by the Company, the
purchase by the Subscriber, on the terms and subject to the
conditions set forth in this Agreement, of (i) an aggregate of 2,500
shares of a new series of convertible preferred stock, par value
$.001 per share, to be designated by the Company's Board of
Directors as "Series 4 Class D Convertible Preferred Stock" (the
"Series 4 Preferred Stock"), with such Series 4 Preferred Stock
containing such terms, conditions, restrictions and provisions as
set forth in the Certificate of Designation attached hereto as
Exhibit "A," and (ii) an aggregate of 375,000 common stock purchase
warrants (a "Warrant" and collectively, the "Warrants"), with each
common stock purchase warrant providing for the purchase of one
share of the Company's common stock, par value $.001 per share (the
"Common Stock"), at the exercise prices set forth herein (the Series
4 Preferred Stock and the Warrants are collectively referred to
herein from time to time as the "Securities");
WHEREAS, the Common Stock is listed for trading on the Boston
Stock Exchange and the National Association of Securities Dealers
Automated Quotation system ("NASDAQ"), and the Company is subject
to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
<PAGE>
has been subject to such filing requirements for the past ninety
(90) days;
WHEREAS, the Subscriber is an "accredited investor" as such
term is defined in Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the "Securities Act");
WHEREAS, the Subscriber is not a "U. S. Person," as such term
is defined in Regulation S promulgated under the Securities Act;
WHEREAS, in order to induce the Subscriber to enter into this
Agreement and to subscribe for and purchase the Securities on the
terms and subject to the conditions hereof, the Company is granting
certain registration rights under the Agreement with respect to the
Common Stock issuable upon the conversion of the Series 4 Preferred
Stock and the Common Stock issuable upon the exercise of the
Warrants;
WHEREAS, in reliance upon the representations made by the
Subscriber in this Agreement, the transactions contemplated by this
Agreement are such that the offer and sale of Securities by the
Company hereunder will be exempt from registration under applicable
federal (U. S.) securities laws since this is a private placement
and intended to be a nonpublic offering pursuant to Sections 4(2)
and/or 3(b) of the Securities Act and/or Regulation D promulgated
under the Securities Act; and,
WHEREAS, the Securities to be sold in accordance with this
Agreement will not be quoted or listed for trading on any securities
exchange, organized market or quotation system at the time of
acquisition hereunder.
NOW, THEREFORE, for and in consideration of the premises, and
the mutual representations, warranties, covenants and agreements set
forth herein, and for other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto agree as
follows:
1. Subscription for Purchase of Securities.
1.1 Sale and Purchase. On the basis of the representations,
warranties, covenants and agreements, and subject to the
terms and conditions set forth herein, on the Closing
Date, the Company agrees to sell, transfer, convey and
deliver to the Subscriber, and the Subscriber agrees to
purchase, acquire and accept delivery from the Company,
the Securities for an aggregate purchase price of Two
Million Five Hundred Thousand United States ("U. S.")
Dollars ($2,500,000) ("Purchase Price").
<PAGE>
1.2 Reporting Company. Although the Securities, the shares
of Common Stock issuable upon conversion of the Series 4
Preferred Stock (the "Conversion Shares") and the shares
of Common Stock issuable upon exercise of the Warrants
(the "Warrant Shares") shall not be registered as of the
Closing under federal or state securities laws or any
rules or regulations promulgated thereunder, the Company
is reporting company under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and has filed with
the Securities and Exchange Commission (the "SEC") all
reports required to be filed by the Company under Section
13 or 15(d) of the Exchange Act. The Subscriber has had
the opportunity to review, and has reviewed, all such
reports and information which the Subscriber deemed
material to an investment decision regarding the purchase
of the Securities.
1.3 Terms of the Series 4 Preferred Stock and Warrants. The
Series 4 Preferred Stock shall contain and be subject to
the terms, conditions, preferences and restrictions set
forth in the Certificate of Designations attached hereto
as Exhibit "A." The Warrants will be substantially in
the form attached hereto as Exhibit "B," subject to the
terms, and with the date and exercise price of such
Warrants to be as set forth in Section 2.
2. Payment of Purchase Price; Delivery of Securities.
2.1 Closing. The consummation of this Agreement (the
"Closing") will occur on June 11, 1997 (the "Closing
Date"), at the offices of the Company or at such other
mutually convenient time or at such other mutually
convenient place as agreed upon by the parties.
2.2 Purchase Price and Payment. At the Closing, the
Subscriber shall deliver to the Company the Purchase
Price, in cash by wire transfer. Upon receipt by the
Company of the Purchase Price, the Company shall cause to
be delivered: (a) to Conner & Winters, A Professional
Corporation, a certificate or certificates representing
the 2,500 shares of Series 4 Preferred Stock purchased by
the Subscriber, in such denominations as Subscriber
requests in writing, to be held in escrow by Conner &
Winters, A Professional Corporation, for the Subscriber;
and (b) to the Subscriber, (i) written evidence from the
Secretary of State of the State of Delaware that the
Certificate of Designations has been filed in the Office
of the Secretary of State of the State of Delaware on or
before the Closing Date; (ii) a Warrant, dated the
Closing Date, entitling the Subscriber to purchase after
<PAGE>
December 31, 1997, an aggregate of up to 187,500 Warrant
Shares at an exercise price equal to $2.10 per share
("$2.10 Warrant"), and (iii) a Warrant, dated the Closing
Date, entitling the Subscriber to purchase after
December 31, 1997, an aggregate of up to 187,500 Warrant
Shares at an exercise price equal to $2.50 per share
("$2.50 Warrant"). If at any time the Warrant Shares are
covered by an effective registration statement filed with
the SEC and the average closing bid price of the Common
Stock for ten (10) consecutive trading days shall be in
excess of $3.50 with respect to the $2.10 Warrants or in
excess of $4.00 with respect to the $2.50 Warrants, then
the Company shall have the option to redeem the Warrants
for an amount equal to one cent ($0.01) per Warrant Share
covered by the Warrants. Each Warrant to be delivered at
the Closing will have an expiration date of June 9, 2000.
2.3 Restrictive Legends. Subscriber agrees that, subject to
the provisions of Section 5 below, all certificates
representing the Securities shall bear the restrictive
legend substantially in the form set forth in Section 7
below which shall include, but not be limited to, a
legend to the effect that (a) the Securities represented
by such certificate have not been registered under the
Securities Act, and (b) unless there is an effective
registration statement relating to the Securities, the
Securities may not be offered, sold, transferred,
mortgaged, pledged or hypothecated without an exemption
from registration and an opinion of counsel to the
Company with respect thereto, or an opinion from counsel
for the Subscriber, which opinion is satisfactory to the
Company, to the effect that registration under the Act is
not required in connection with such sale or transfer and
the reasons therefor. The legend on all such
certificates shall make reference to the registration
rights set forth in Section 5 hereof.
3. Representations, Warranties and Covenants of Subscriber. The
Subscriber hereby represents, warrants and covenants to the Company
as follows:
3.1 Investment Intent. The Subscriber represents and
warrants that the Securities are being, and any
underlying Conversion Shares and Warrant Shares will be,
purchased or acquired solely for the Subscriber's own
account, for investment purposes only and not with a view
toward the distribution or resale to others. The
Subscriber acknowledges, understands and appreciates that
the Securities have not been registered under the
Securities Act by reason of a claimed exemption under the
<PAGE>
provisions of the Securities Act which depends, in large
part, upon the Subscriber's representations as to
investment invention, investor status, and related and
other matters set forth herein. Subscriber understands
that, in the view of the United States Securities and
Exchange Commission (the "SEC"), among other things, a
purchase now with an intent to distribute or resell would
represent a purchase and acquisition with an intent
inconsistent with its representation to the Company, and
the SEC might regard such a transfer as a deferred sale
for which the registration exemption is not available.
3.2 Certain Risk. The Subscriber recognizes that the
purchase of the Securities involves a high degree of risk
in that (a) the Company has sustained losses through
March 31, 1997, from its operations, and may require
substantial funds in addition to the proceeds of this
private placement; (b) that the Company has a substantial
accumulated deficit; (c) an investment in the Company is
highly speculative and only investors who can afford the
loss of their entire investment should consider investing
in the Company and the Securities; (d) an investor may
not be able to liquidate his investment; (e)
transferability of the Securities is extremely limited;
(f) in the event of a disposition an investor could
sustain the loss of his entire investment; (g) the
Securities represent non-voting equity securities, and
the right to convert into and purchase shares of voting
equity securities in a corporate entity that has an
accumulated deficit; (h) no return on investment, whether
through distributions, appreciation, transferability or
otherwise, and no performance by, through or of the
Company, has been promised, assured, represented or
warranted by the Company, or by any director, officer,
employee, agent or representative thereof; and, (i) while
the Common Stock is presently quoted and traded on the
Boston Stock Exchange and the Nasdaq SmallCap Market and
while the Subscriber is a beneficiary of certain
registration rights provided herein, the Securities
subscribed for and that are purchased under this
Agreement, the Conversion Shares, and the Warrant Shares
(i) are not registered under applicable federal (U. S.)
or state securities laws, and thus may not be sold,
conveyed, assigned or transferred unless registered under
such laws or unless an exemption from registration is
available under such laws, as more fully described
herein, and (ii) the Securities subscribed for and that
are to be purchased under this Agreement are not quoted,
traded or listed for trading or quotation on the NASDAQ,
or any other organized market or quotation system, and
<PAGE>
there is therefore no present public or other market for
the Securities, nor can there be any assurance that the
Common Stock of the Company will continue to be quoted,
traded or listed for trading or quotation on the Boston
Stock Exchange or the Nasdaq SmallCap Market or on any
other organized market or quotation system.
3.3 Prior Investment Experience. The Subscriber acknowledges
that it has prior investment experience, including
investment in non-listed and non-registered securities,
or has employed the services of an investment advisor,
attorney or accountant to read all of the documents
furnished or made available by the Company to it and to
evaluate the merits and risks of such an investment on
its behalf, and that it recognizes the highly speculative
nature of this investment.
3.4 No Review by the SEC. The Subscriber hereby acknowledges
that this offering of the Securities has not been
reviewed by the SEC because this private placement is
intended to be a nonpublic offering pursuant to Sections
4(2) and/or 3(b) of the Securities Act and/or Regulation
D promulgated under the Securities Act.
3.5 Not Registered. The Subscriber understands that the
Securities, the Conversion Shares and the Warrant Shares
have not been registered under the Securities Act by
reason of a claimed exemption under the provisions of the
Securities Act which depends, in part, upon the
Subscriber's investment intention. In this connection,
the Subscriber understands that it is the position of the
SEC that the statutory basis for such exemption would not
be present if its representation merely meant that its
present intention was to hold such securities for a short
period, such as the capital gains period of tax statutes,
for a deferred sale, for a market rise (assuming that a
market develops), or for any other fixed period.
3.6 No Public Market. The Subscriber understands that there
is no public market for the Series 4 Preferred Stock or
the Warrants. The Subscriber understands that although
there is presently a public market for the Common Stock,
including the Common Stock issuable upon conversion of
the Series 4 Preferred Stock or exercise of the Warrants,
Rule 144 (the "Rule") promulgated under the Securities
Act requires, among other conditions, a one-year holding
period following full payment of the consideration
therefor prior to the resale (in limited amounts) of
securities acquired in a nonpublic offering without
having to satisfy the registration requirements under the
<PAGE>
Securities Act. The Subscriber understands that the
Company makes no representation or warranty regarding its
fulfillment in the future of any reporting requirements
under the Exchange Act, or its dissemination to the
public of any current financial or other information
concerning the Company, as is required by the Rule as one
of the conditions of its availability. The Subscriber
understands and hereby acknowledges that the Company is
under no obligation to register the Securities or the
Conversion Shares or the Warrant Shares under the
Securities Act, except as set forth in Section 5 hereof.
The Subscriber agrees to hold the Company and its
directors, officers and controlling persons and their
respective heirs, representatives, successors and assigns
harmless and to indemnify them against all liabilities,
costs and expenses incurred by them as a result of any
misrepresentation made by the Subscriber contained herein
or any sale or distribution by the Subscriber in
violation of the Securities Act or any applicable state
securities or "blue sky" laws (collectively, "Securities
Laws").
3.7 Sophisticated Investor. That (a) the Subscriber has
adequate means of providing for the Subscriber's current
financial needs and possible contingencies and has no
need for liquidity of the Subscriber's investment in the
Securities; (b) the Subscriber is able to bear the
economic risks inherent in an investment in the
Securities and that an important consideration bearing on
its ability to bear the economic risk of the purchase of
Securities is whether the Subscriber can afford a
complete loss of the Subscriber's investment in the
Securities and the Subscriber represents and warrants
that the Subscriber can afford such a complete loss; and
(c) the Subscriber has such knowledge and experience in
business, financial, investment and banking matters
(including, but not limited to, investments in
restricted, non-listed and non-registered securities)
that the Subscriber is capable of evaluating the merits,
risks and advisability of an investment in the
Securities.
3.8 SEC Filing. The Subscriber acknowledges that it has been
previously furnished with true and complete copies of the
following documents which have been filed with the SEC
pursuant to Sections 13(a), 14(a), 14(c) or 15(d) of the
Exchange Act since January 1, 1997, and that such have
been furnished to the Subscriber a reasonable time prior
to the date hereof: (a) the Company's Form 10-K for the
<PAGE>
year ended December 31, 1996, and (b) the Company's Form
10-Q for the quarter ended March 31, 1997.
3.9 Documents, Information and Access. The Subscriber's
decision to purchase the Securities is not based on any
promotional, marketing or sales materials, and the
Subscriber and its representatives have been afforded,
prior to purchase thereof, the opportunity to ask
questions of, and to receive answers from, the Company
and its management, and has had access to all documents
and information which Subscriber deems material to an
investment decision with respect to the purchase of
Securities hereunder.
3.10 No Registration, Review or Approval. The Subscriber
acknowledges and understands that the private offering
and sale of Securities pursuant to this Agreement has not
been reviewed or approved by the SEC or by any state
securities commission, authority or agency, and is not
registered under the Securities Laws. The Subscriber
acknowledges, understands and agrees that the Shares are
being offered and sold hereunder pursuant to (i) a
private placement exemption to the registration
provisions of the Securities Act pursuant to Section 3(b)
and/or Section 4(2) of such Securities Act and/or
Regulation D promulgated under the Securities Act) and
(ii) a similar exemption to the registration provisions
of applicable state securities laws.
3.11 Transfer Restrictions. That Subscriber will not transfer
any Securities purchased under this Agreement or any
Conversion Shares or Warrant Shares purchased under this
Agreement unless such Securities are registered under the
Securities Laws, or unless an exemption is available
under such Securities Laws, and the Company may, if it
chooses, where an exemption from registration is claimed
by such Subscriber, condition any transfer of Securities,
Conversion Shares or Warrant Shares out of the
Subscriber's name on an opinion of the Company's counsel,
to the effect that the proposed transfer is being
effected in accordance with, and does not violate, an
applicable exemption from registration under the
Securities Laws, or an opinion of counsel to the
Subscriber, which opinion is satisfactory to the Company,
to the effect that registration under the Securities Act
is not required in connection with such sale or transfer
and the reasons therefor.
3.12 No Short Sale. The Subscriber expressly agrees that
until such time that it has sold all of the Securities
<PAGE>
and/or all of the Conversion Shares and Warrant Shares
that it shall not, directly or indirectly, through an
affiliate (as that term is defined under Rule 405
promulgated under the Securities Act) or by, with or
through an unrelated third party or entity, whether or
not pursuant to a written or oral understanding,
agreement, arrangement, scheme, or artifice of nature
whatsoever, engage in the short selling of the Company's
Common Stock or any other equity securities of the
Company, whether now existing or hereafter issued, or
engage in any other activity of any nature whatsoever
that has the same effect as a short sale, or is a de
facto or de jure short sale, of the Company's Common
Stock or any other equity security of the Company,
whether now existing or hereafter issued, including, but
not limited to, the sale of any rights pursuant to any
understanding, agreement, arrangement, scheme or artifice
of any nature whatsoever, whether oral or in writing,
relative to the Company's Common Stock or any other
equity securities of the Company whether now existing or
hereafter created.
3.13 Reliance. The Subscriber understands and acknowledges
that the Company is relying upon all of the
representations, warranties, covenants, understandings,
acknowledgements and agreements contained in this
Agreement in determining whether to accept this
subscription and to sell and issue the Securities to the
Subscriber.
3.14 Accuracy or Representations and Warranties. All of the
representations, warranties, understandings and
acknowledgments that Subscriber has made herein are true
and correct in all material respects as of the date of
execution hereof. The Subscriber will perform and comply
fully in all material respects with all covenants and
agreements set forth herein, and the Subscriber covenants
and agrees that until the acceptance of this Agreement by
the Company, the Subscriber shall inform the Company
immediately in writing of any changes in any of the
representations or warranties provided or contained
herein.
3.15 Indemnity. The Subscriber hereby agrees to indemnify and
hold harmless the Company, and the Company's successors
and assigns, from, against and in all respects of any
demands, claims, actions or causes of action,
assessments, liabilities, losses, costs, damages,
penalties, charges, fines or expenses (including, without
limitation, interest, penalties, and attorney and
<PAGE>
accountants' fees, disbursements and expenses), arising
out of or relating to any breach by Subscriber of any
representations, warranty, covenant or agreement made by
Subscriber in this Agreement. Such right to
indemnification shall be in addition to any and all other
rights of the Company under this Agreement or otherwise,
at law or in equity.
3.16 Survival. The Subscriber expressly acknowledges and
agrees that all of its representations, warranties,
agreements and covenants set forth in this Agreement
shall be of the essence hereof and shall survive the
execution, delivery and Closing of this Agreement, the
sale and purchase of the Securities, the conversion of
the Series 4 Preferred Stock, exercise of the Warrants,
and the sale of the Conversion Shares and the Warrant
Shares.
4. Representations, Warranties and Covenants of the Company. In
order to induce Subscriber to enter into this Agreement and to
purchase the Securities, the Company hereby represents, warrants and
covenants to Subscriber as follows:
4.1 Organization, Authority, Qualification. The Company is
a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
The Company has full corporate power and authority to own
and operate its properties and assets and to conduct and
carry on its business as it is now being conducted and
operated.
4.2 Authorization. The Company has full power and authority
to execute and deliver this Agreement and to perform its
obligations under and consummate the transactions
contemplated by this Agreement. Upon the execution of
this Agreement by the Company and delivery of the
Securities, this Agreement shall have been duly and
validly executed and delivered by the Company and shall
constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance
with its terms.
4.3 Ownership of, and Title to, Securities. The Securities
to be purchased by the Subscriber are, and all Conversion
Shares and Warrant Shares, when issued, will be, duly
authorized, validly issued, fully paid and nonassessable
shares of the capital stock of the Company, free of
personal liability. Upon consummation of the purchase of
the Securities (and upon the exercise of the Warrants and
conversion of the Preferred Stock, in whole or in part)
<PAGE>
pursuant to this Agreement, the Subscriber will own and
acquire title to the Securities (and the Warrant Shares
and the Conversion Shares, as the case may be) free and
clear of any and all proxies, voting trusts, pledges,
options, restrictions, or other legal or equitable
encumbrance of any nature whatsoever (other than the
restrictions on transfer due to Securities Laws or as
otherwise provided for in this Agreement or the
Certificate of Designation).
4.4 Exemption from Registration. The offer and sale of
Securities to the Subscriber in accordance with the terms
and provisions of this Agreement is being effected in
accordance with the Securities Act, pursuant to a private
placement exemption to the registration provisions of the
Act pursuant to Section 3(b) and/or 4(2) of such Act
and/or Regulation D promulgated under such Act, based on
the representations, warranties and covenants made by the
Subscriber contained in this Agreement.
4.5 Use of Proceeds from this Offering. The net proceeds
from the sale of the Series 4 Preferred Stock are
estimated to be approximately $2,287,500 after payment of
placement fees to brokers of $200,000 and legal fees and
expenses of approximately $12,500, but prior to any fees
and expenses relating to the registration of the
Conversion Shares and the Warrant Shares pursuant to the
terms of Section 5 hereof. The Company intends to
utilize the net proceeds for capital improvements at its
various facilities, to reduce outstanding trade payables,
and for general working capital.
5. Registration Rights. In order to induce the Subscriber to
enter into this Agreement and purchase the Securities, the Company
hereby covenants and agrees to grant to the Subscriber the rights
set forth in this Section 5 with respect to the registration of the
Warrant Shares and the Conversion Shares.
5.1 Registration. Subject to the terms of Section 5 hereof,
the Company agrees that within thirty (30) days after the
Closing Date, it shall prepare and file with the SEC, a
registration statement on Form S-3 or equivalent form
(the "Registration Statement") and such other documents,
including a prospectus, as may be necessary in the
opinion of counsel for the Company in order to comply
with the provisions of the Securities Act, so as to
permit a public offering and sale by the Subscriber of up
to 1,482,000 shares of Common Stock issuable upon
conversion of the Series 4 Preferred Stock, plus up to
250,000 shares of Common Stock, if any, issuable as
<PAGE>
payment of dividends on the Series 4 Preferred Stock
pursuant to the terms of the Series 4 Preferred Stock,
and 375,000 shares of Common Stock issuable upon exercise
of the Warrants. The Company shall use its reasonable
efforts to cause such Registration Statement to become
effective at the earliest possible date after filing. In
connection with the offering of such Common Stock
registered pursuant to this Section 5, the Company shall
take such actions as shall be reasonably necessary to
qualify the Common Stock covered by such Registration
Statement under such "blue sky" or other state securities
laws for offer and sale as shall be reasonably necessary
to permit the public offering and sale of shares of
Common Stock covered by such Registration Statement;
provided, however, that the Company shall not be required
(a) to qualify generally to do business in any
jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (b) to subject itself
to taxation in any such jurisdiction, or (c) to consent
to general service of process in any such jurisdiction.
It is expressly agreed that in no event are any
registration rights being granted to the Series 4
Preferred Stock itself, but only with respect to the
underlying Conversion Shares issuable upon exercise of
the Series 4 Preferred Stock and the Warrant Shares
issuable upon the exercise of the Warrants.
5.2 Current Registration Statement. Once effective, the
Company shall use its reasonable efforts to cause such
Registration Statement filed hereunder to remain current
and effective for a period of three (3) years or until
the shares of Common Stock covered by such Registration
Statement are sold by the Subscriber, whichever is
sooner. The Subscriber shall promptly provide all such
information and materials and take all such action as may
be required in order to permit the Company to comply with
all applicable requirements of the SEC and to obtain any
desired acceleration of the effective date of such
registration statement.
5.3 0.1% Penalty. In the event the Registration Statement
referred to in Section 5.1 above is not declared
effective by the Commission before 5:00 p.m. Eastern
Daylight Savings Time on the one hundred twentieth
(120th) day after the Closing Date (or the next business
day if such one hundred twentieth (120th) day is a
Saturday, Sunday or legal holiday), the Company agrees to
pay to the Subscriber a penalty in an amount equal to
one-tenth of one percent of the Purchase Price, payable
in cash in U. S. dollars. Once the Registration
Statement is declared effective, if the Registration
Statement becomes subsequently ineffective prior to the
expiration of three (3) years from the Closing Date or
the shares of Common Stock covered by the Registration
Statement are sold by the Subscriber, whichever occurs
first, the Company agrees to pay to the Subscriber the
0.1% penalty for each calendar day that the Registration
Statement is not effective, equal to the product of the
number of outstanding shares of Series 4 Preferred Stock
on each such day times One U. S. Dollar ($1.00)
5.4 2.0% Penalty. In the event the Registration Statement
referred to in Section 5.1 above is not declared
effective by the Commission before 5:00 p.m. Eastern
Daylight Savings Time on the one hundred fiftieth (150th)
day after the Closing Date (or the next business day of
if such one hundred fiftieth day (150th) is a Saturday,
Sunday or legal holiday), the Company agrees to pay to
the Subscriber a one-time penalty in an amount equal to
two percent (2%) of the Purchase Price, payable in cash
or Common Stock of the Company at the Company's election.
Once declared effective, if the Registration Statement
becomes subsequently ineffective for a period of thirty
(30) consecutive calendar days, the Company agrees to pay
to the Subscriber a one-time penalty in an amount equal
to the product of (a) the number of shares of Series 4
Preferred Stock outstanding on such thirtieth (30th) day
times (b) Twenty Dollars ($20.00). The penalties set
forth in this Section 5.4 shall be payable at the
election of the Company in cash or shares of the
Company's Common Stock. If the Company elects to deliver
such payment in Common Stock of the Company, the number
of shares of Common Stock to be issued to the Subscriber
shall be determined by dividing the dollar value of the
penalty by the average closing bid price of the Company's
Common Stock as reported on the NASDAQ for the preceding
five (5) trading days prior to the day on which the
penalty is imposed.
5.5 Other Provisions. In connection with the offering of any
Conversion Shares and/or Warrant Shares registered
pursuant to this Section 5, the Company shall furnish to
the Subscriber such number of copies of any final
prospectus as it may reasonably request in order to
effect the offering and sale of the Conversion Shares
and/or Warrant Shares to be offered and sold. In
connection with any offering of Conversion Shares and/or
Warrant Shares registered pursuant to this Section 5, the
Company shall (a) furnish to the underwriters (if any),
at the Company's expense, unlegended certificates
<PAGE>
representing ownership of the Conversion Shares and/or
Warrant Shares sold under such Registration Statement in
such denominations as requested and (b) instruct any
transfer agent and registrar of the Conversion Shares
and/or Warrant Shares to release immediately any stop
transfer order, and to remove any restrictive legend,
with respect to Conversion Shares and/or Warrant Shares
included in any registration becoming effective pursuant
to this Agreement upon the sale of such shares by the
Subscriber.
5.6 Costs. 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 Registration Statement relating to
the Conversion Shares and the Warrant Shares under this
Section 5, including filing fees, fees, costs and
disbursements of any counsel, accountants and other
consultants representing the Company in connection
therewith. Notwithstanding anything set forth herein to
the contrary, Subscriber shall be responsible for and pay
any and all underwriting discounts and commissions in
connection with the sale of the Conversion Shares and/or
Warrant Shares pursuant hereto and all fees of its legal
counsel and other advisors retained in connection with
reviewing any registration statement.
5.7 Successors. The Company will require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all
of the business, properties, stock or assets of the
Company, to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such
succession had taken place.
6. Indemnification.
6.1 By the Company. Subject to the terms of this Section 6,
the Company will indemnify and hold harmless the
Subscriber, its directors and officers, and any
underwriter (as defined in the Securities Act) for the
Subscriber and each person, if any, who controls the
Subscriber or such underwriter within the meaning of the
Act, from and against, and will reimburse the Subscriber
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,
<PAGE>
costs or expenses are caused by any untrue statement or
alleged untrue statement of any material fact contained
in the Registration Statement filed with the SEC pursuant
to Section 5, 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;
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, an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with
information furnished by the Subscriber, such underwriter
or such controlling person in writing specifically for
use in the preparation thereof.
6.2 By the Subscriber. Subject to the terms of this Section
6, the Subscriber 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 expense to
which the Company or any controlling person and/or any
underwriter may become subject under the Securities 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 filed with
the SEC pursuant to Section 5, 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
Subscriber specifically for use in the preparation
thereof.
6.3 Procedure. Promptly after receipt by an indemnified
party pursuant to the provisions of Section 6.1 or 6.2 of
notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions,
such indemnified party will, if a claim thereof is to be
<PAGE>
made against the indemnifying party pursuant to the
provisions of Section 6.1 or 6.2, promptly notify the
indemnifying party of the commencement thereof; but the
omission to so notify the indemnifying party will not
relieve the indemnifying party from any liability which
it may have to any indemnified party otherwise than
hereunder. In case such action is brought against any
indemnified party and the indemnified party notifies the
indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate
in, and, to the extent that it may wish, assume the
defense thereof; or, if there is a conflict of interest
which would prevent counsel for the indemnifying party
from also representing the indemnified party, the
indemnified parties have the right to select only one (1)
separate counsel to participate in the defense of such
action on behalf of all such indemnified parties. After
notice from the indemnifying parties to such indemnified
party of the indemnifying parties' election so to assume
the defense thereof, the indemnifying parties will not be
liable to such indemnified parties pursuant to the
provisions of said Section 6.1 or 6.2 for any legal or
other expense subsequently incurred by such indemnified
parties in connection with the defense thereof, other
than reasonable costs of investigation, unless (a) the
indemnified parties shall have employed counsel in
accordance with the provisions of the preceding sentence;
(b) the indemnifying parties shall not have employed
counsel satisfactory to the indemnified parties to
represent the indemnified parties within a reasonable
time after the notice of the commencement of the action
or (c) the indemnifying party has authorized the
employment of counsel for the indemnified party at the
expense of the indemnifying parties.
7. Securities Legends and Notices. Subscriber represents and
warrants that it has read, considered and understood the following
legends, and agrees that such legends, substantially in the form and
substance set forth below, shall be placed on all of the
certificates representing the Series 4 Preferred Stock and Warrants:
Series 4 Preferred Stock Legends
NEITHER THIS PREFERRED STOCK NOR ANY SHARES OF COMMON
STOCK ISSUABLE UPON THE CONVERSION OF THIS PREFERRED
STOCK HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED
UNDER APPLICABLE STATE SECURITIES LAWS. THIS PREFERRED
STOCK AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS PREFERRED STOCK MAY NOT BE OFFERED, SOLD, PLEDGED,
<PAGE>
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 WITHOUT THE
PRIOR WRITTEN CONSENT OF PERMA-FIX ENVIRONMENTAL
SERVICES, INC. AND AN OPINION OF PERMA-FIX ENVIRONMENTAL
SERVICES, INC.'S COUNSEL, OR AN OPINION FROM COUNSEL FOR
THE HOLDER HEREOF, WHICH OPINION IS SATISFACTORY TO THE
COMPANY, 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 CONVERSION ARE ALSO SUBJECT TO THE
REGISTRATION RIGHTS SET FORTH IN THAT CERTAIN
SUBSCRIPTION AND PURCHASE AGREEMENT BY AND BETWEEN THE
HOLDER HEREOF AND THE COMPANY, DATED JUNE 9, 1997, A COPY
OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICE.
Warrant Legends
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 WITHOUT THE PRIOR WRITTEN CONSENT
OF PERMA-FIX ENVIRONMENTAL SERVICES, INC. AND AN OPINION
OF PERMA-FIX ENVIRONMENTAL SERVICES, INC.'S COUNSEL, OR
AN OPINION FROM COUNSEL FOR THE HOLDER HEREOF, WHICH
OPINION IS SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN
EXEMPTION THEREFROM.
NOTWITHSTANDING THE FOREGOING, THE SHARES ISSUABLE UPON
EXERCISE ARE SUBJECT TO THE REGISTRATION RIGHTS SET FORTH
IN THAT CERTAIN SUBSCRIPTION AND PURCHASE AGREEMENT
BETWEEN THE HOLDER HEREOF AND THE COMPANY, DATED JUNE 9,
1997, A COPY OF WHICH IS ON FILE AT THE COMPANY'S
PRINCIPAL EXECUTIVE OFFICE.
<PAGE>
8. Miscellaneous.
8.1 Amendment; Waiver. Neither this Agreement nor the
Warrants shall be changed, modified or amended in any
respect except by the mutual written agreement of the
parties hereto. Any provision of this Agreement or the
Warrants may be waived in writing by the party which is
entitled to the benefits thereof. No waiver of any
provision of this Agreement or the Warrants shall be
deemed to, or shall constitute a waiver of, any other
provision hereof or thereof (whether or not similar), nor
shall nay such waiver constitute a continuing waiver.
8.2 Binding Effect; Assignment. Neither this Agreement nor
the Warrants, or any rights or obligations hereunder or
thereunder, are assignable by the Subscriber.
8.3 Governing Law; Litigation Costs. This Agreement and its
validity, construction and performance shall be governed
in all respects by the internal laws of the State of
Delaware without giving effect to such State's conflicts
of laws provisions. Each of the Company and the
Subscriber expressly and irrevocably consent to the
jurisdiction and venue of the federal courts located in
Wilmington, Delaware. Each of the parties agrees that in
the event either party brings an action to enforce any of
the provisions of this Agreement or to recovery for an
alleged breach of any of the provisions of this
Agreement, each party shall be responsible for its own
legal costs and disbursements during the pendency of any
such action; provided, however, that after any such
action has been reduced to a final, unappealable
judgment, the prevailing party shall be entitled to
recover from the other party all reasonable, documented
attorneys' fees and disbursements and court costs from
the other party.
8.4 Severability. Any term or provisions of this Agreement
or the Warrants which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction only, be
ineffective only to the extent of such prohibition or
unenforceability without invalidating the remaining
provisions hereof or thereof affecting the validity or
enforceability of such provision in any other
jurisdiction.
8.5 Headings. The captions, headings and titles preceding
the text of each or any Section, subsection or paragraph
hereof are for convenience of reference only and shall
not affect the construction, meaning or interpretation of
<PAGE>
this Agreement or the Warrants or any term or provisions
hereof or thereof.
8.6 Counterparts. This Agreement may be executed in one or
more original or facsimile counterparts, each of which
shall be deemed an original and all of which shall be
considered one and the same agreement, binding on all of
the parties hereto, notwithstanding that all parties are
not signatories to the same counterpart. Upon delivery
of an executed counterpart by the undersigned Subscriber
to the Company, which in turn is executed and delivered
by the Company, this Agreement shall be binding as one
original agreement between Subscriber and the Company.
8.7 Transfer Taxes. Each party hereto shall pay all such
sales, transfer, use, gross receipts, registration and
similar taxes arising out of, or in connection with, the
transactions contemplated by this Agreement and the
Warrants (collectively, the "Transfer Taxes") as are
payable by such party under applicable law, and the
Company shall pay the cost of any documentary stock
transfer stamps, if any, to be affixed to the
certificates representing the Shares and any Warrant
Shares to be sold.
8.8 Entire Agreement. This Agreement, along with the
Warrants and the Certificate of Designations, merges and
supersedes any and all prior agreements, understandings,
discussions, assurances, promises, representations or
warranties among the parties with respect to the subject
matter hereof, and contains the entire agreement among
the parties with respect to the subject matter set forth
herein and therein.
8.9 Authority; Enforceability. The Subscriber is duly
authorized to enter into this Agreement and to perform
all of its obligations hereunder. Upon the execution and
delivery of this Agreement by the Subscriber, this
Agreement shall be enforceable against the Subscriber in
accordance with its terms.
8.10 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 or
by 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 shall be deemed to
have been given (i) on the business day actually received
<PAGE>
if given by hand or by fax, (ii) on the business day
immediately subsequent to mailing, if sent by U.S.
Express Mail service or private overnight mail service,
or (iii) 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
8.11:
If to the Company: Dr. Louis F. Centofanti
Perma-Fix Environmental
Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Fax No.: (352) 373-0040
with copies Irwin H. Steinhorn, Esquire
simultaneously Conner & Winters
by like means to: One Leadership Square
Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
Fax No.: (405) 232-2695
If to the Herbert Strauss
Subscriber: RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz, Austria
Fax No.: 011-43-316-8072 ext. 392
8.11 No Third Party Beneficiaries. This Agreement and the
rights, benefits, privileges, interests, duties and
obligations contained or referred to herein shall be
solely for the benefit of the parties hereto and no third
party shall have any rights or benefits hereunder as a
third party beneficiary or otherwise hereunder.
8.12 Public Announcements. Neither Subscriber nor any
officer, director, stockholder, employee, affiliate or
affiliated person or entity of Subscriber, shall make or
issue any press releases or otherwise make any public
statements or make any disclosures to any third person or
entity with respect to the transactions contemplated
herein and will not make or issue any press releases or
otherwise make any public statements of any nature
whatsoever with respect to the Company without the
express prior approval of the Company.
<PAGE>
IN WITNESS WHEREOF, the Company and the undersigned Subscriber
have each duly executed this Agreement as of this 9th day of June,
1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
____________________________
Dr. Louis F. Centofanti
Chief Executive Officer
RBB BANK AKTIENGESELLSCHAFT
By /s/ Herbert Strauss
__________________________
Herbert Strauss
Headtrader
<PAGE>
SUBSCRIPTION AND PURCHASE AGREEMENT
for
2,500 SHARES OF SERIES 4 CLASS D CONVERTIBLE PREFERRED STOCK,
PAR VALUE $.001 PER SHARE
and
375,000 WARRANTS, EACH WARRANT TO PURCHASE
ONE SHARE OF COMMON STOCK
of
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(a Delaware corporation)
June 9, 1997
CERTIFICATE OF DESIGNATIONS
OF SERIES 4 CLASS D CONVERTIBLE PREFERRED STOCK
OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Perma-Fix Environmental Services, Inc. (the "Corporation"), a
corporation organized and existing under the General Corporation Law
of the State of Delaware, does hereby certify:
That, pursuant to authority conferred upon by the Board of
Directors by the Corporation's Restated Certificate of
Incorporation, as amended, and pursuant to the provisions of Section
151 of the Delaware Corporation Law, the Board of Directors of the
Corporation has adopted resolutions, a copy of which is attached
hereto, establishing and providing for the issuance of a series of
Preferred Stock designated as Series 4 Class D Convertible Preferred
Stock and has established and fixed the voting powers, designations,
preferences and relative participating, optional and other special
rights and qualifications, limitations and restrictions of such
Series 4 Class D Convertible Preferred Stock as set forth in the
attached resolutions.
Dated: June 9, 1997 PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
______________________
Dr. Louis F. Centofanti
Chairman of the Board
ATTEST:
/s/ Richard T. Kelecy
____________________________
Richard T. Kelecy, Secretary
<PAGE>
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(the "Corporation")
RESOLUTION OF THE BOARD OF DIRECTORS
FIXING THE NUMBER AND DESIGNATING THE RIGHTS, PRIVILEGES,
RESTRICTIONS AND CONDITIONS ATTACHING TO THE
SERIES 4 CLASS C CONVERTIBLE PREFERRED STOCK
WHEREAS, the Corporation's capital includes preferred stock,
par value $.001 per share ("Preferred Stock"), which Preferred Stock
may be issued in one or more series by resolutions adopted by the
directors, and with the directors being entitled by resolution to
fix the number of shares in each series and to designate the rights,
designations, preferences and relative, participating, optional or
other special rights and privileges, restrictions and conditions
attaching to the shares of each such series;
WHEREAS, it is in the best interests of the Corporation for the
Board to create a new series from the Preferred Stock designated as
the Series 4 Class D Convertible Preferred Stock, par value $.001
per share ("Series 4 Class D Preferred Stock");
NOW, THEREFORE, BE IT RESOLVED, that the Series 4 Class D
Convertible Preferred Stock, par value $.001 (the "Series 4 Class
D Preferred Stock") of the Corporation shall consist of two thousand
five hundred (2,500) shares and no more and shall be designated as
the Series 4 Class D Convertible Preferred Stock, and the
preferences, rights, privileges, restrictions and conditions
attaching to the Series 4 Class D Preferred Stock shall be as
follows:
Part 1 - Voting and Preemptive Rights.
1.1 Voting Rights. Except as otherwise provided in Part 7 hereof
or under the General Corporation Law of the State of Delaware (the
"GCL"), the holders of the Series 4 Class D Preferred Stock shall
have no voting rights whatsoever. To the extent that under Part 7
hereof or the GCL the vote of the holders of the Series 4 Class D
Preferred Stock, voting separately as a class or series as
applicable, is required to authorize a given action of the
Corporation, the affirmative vote or consent of the holders of at
least a majority of the shares of the Series 4 Class D Preferred
Stock represented at a duly held meeting at which a quorum is
present or by written consent of a majority of the shares of Series
4 Class D Preferred Stock (except as otherwise may be required under
the GCL) shall constitute the approval of such action by the series.
To the extent that under the GCL or Part 7 hereof, the holders of
the Series 4 Class D Preferred Stock are entitled to vote on a
matter, each share of the Series 4 Class D Preferred Stock shall be
<PAGE>
entitled one (1) vote for each outstanding share of Series 4 Class
D Preferred Stock. Holders of the Series 4 Class D Preferred Stock
shall be entitled to notice of (and copies of proxy materials and
other information sent to stockholders) for all shareholder meetings
or written consents with respect to which they would be entitled to
vote, which notice would be provided pursuant to the Corporation's
bylaws and applicable statutes.
1.2 No Preemptive Rights. The Series 4 Class D Preferred Stock
shall not give its holders any preemptive rights to acquire any
other securities issued by the Corporation at any time in the
future.
Part 2 - Liquidation Rights.
2.1 Liquidation. If the Corporation shall be voluntarily or
involuntarily liquidated, dissolved or wound up at any time when any
shares of the Series 4 Class D Preferred Stock shall be outstanding,
the holders of the then outstanding Series 4 Class D Preferred Stock
shall have a preference in distribution of the Corporation's
property available for distribution to the holders of the
Corporation's Common Stock equal to $1,000 consideration per
outstanding share of Series 4 Class D Preferred Stock, plus an
amount equal to all unpaid dividends accrued thereon to the date of
payment of such distribution ("Liquidation Preference"), whether or
not declared by the Board.
2.2 Payment of Liquidation Preferences. Subject to the provisions
of Part 6 hereof, all amounts to be paid as Liquidation Preference
to the holders of Series 4 Class D Preferred Stock, as provided in
this Part 2, shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the
distribution of any of the Corporation's property to the holders of
the Corporation's Common Stock, whether now or hereafter authorized,
in connection with such liquidation, dissolution or winding up.
2.3 No Rights After Payment. After the payment to the holders of
the shares of the Series 4 Class D Preferred Stock of the full
Liquidation Preference amounts provided for in this Part 2, the
holders of the Series 4 Class D Preferred Stock as such shall have
no right or claim to any of the remaining assets of the Corporation.
2.4 Assets Insufficient to Pay Full Liquidation Preference. In the
event that the assets of the Corporation available for distribution
to the holders of shares of the Series 4 Class D Preferred Stock
upon any dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, shall be insufficient to pay in
full all amounts to which such holders are entitled pursuant to this
Part 2, no such distribution shall be made on account of any shares
of any other class or series of Preferred Stock ranking on a parity
with the shares of this Series 4 Class D Preferred Stock upon such
<PAGE>
dissolution, liquidation or winding up unless proportionate
distributive amounts shall be paid on account of the shares of this
Series 4 Class D Preferred Stock and shares of such other class or
series ranking on a parity with the shares of this Series 4 Class
D Preferred Stock, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively
entitled upon such dissolution, liquidation or winding up.
Part 3 - Dividends.
3.1 The holders of the Series 4 Class D Preferred Stock are
entitled to receive if, when and as declared by the Board out of
funds legally available therefor, cumulative dividends, payable in
cash or Common Stock of the Corporation, par value $.001 per share
(the "Common Stock"), or any combination thereof, at the
Corporation's election, at the rate of four percent (4%) per annum
of the Liquidation Value (as defined below) of each issued and
outstanding share of Series 4 Class D Preferred Stock (the "Dividend
Rate"). The Liquidation Value of the Series 4 Class D Preferred
Stock shall be $1,000 per outstanding share of the Series 4 Class
D Preferred Stock (the "Liquidation Value"). The dividend is
payable semi-annually within seven (7) business days after each of
December 31 and June 30 of each year, commencing December 31, 1997
(each, a "Dividend Declaration Date"). Dividends shall be paid only
with respect to shares of Series 4 Class D Preferred Stock actually
issued and outstanding on a Dividend Declaration Date and to holders
of record of the Series 4 Class D Preferred Stock as of the Dividend
Declaration Date. Dividends shall accrue from the first day of the
semi-annual period in which such dividend may be payable, except
with respect to the first semi-annual dividend which shall accrue
from the date of issuance of the Series 4 Class D Preferred Stock.
In the event that the Corporation elects to pay the accrued
dividends due as of a Dividend Declaration Date on an outstanding
share of the Series 4 Class D Preferred Stock in Common Stock of the
Corporation, the holder of such share shall receive that number of
shares of Common Stock of the Corporation equal to the product of
(a) the quotient of (i) the Dividend Rate divided by (ii) the
average of the closing bid quotation of the Corporation's Common
Stock as reported on the National Association of Securities Dealers
Automated Quotation system ("NASDAQ"), or the average closing sale
price if listed on a national securities exchange, for the five (5)
trading days immediately prior to the Dividend Declaration Date (the
"Stock Dividend Price"), times (b) a fraction, the numerator of
which is the number of days elapsed during the period for which the
dividend is to be paid, and the denominator of which is 365.
Dividends on the Series 4 Class D Preferred Stock shall be
cumulative, and no dividends or other distributions shall be paid
or declared or set aside for payment on the Corporation's Common
Stock until all accrued and unpaid dividends on all outstanding
shares of Series 4 Class D Preferred Stock shall have been paid or
declared and set aside for payment.
<PAGE>
Part 4 - Conversion. The holders of the Series 4 Class D Preferred
Stock shall have rights to convert the shares of Series 4 Class D
Preferred Stock into shares of the Corporation's Common Stock, par
value $.001 per share ("Common Stock"), as follows (the "Conversion
Rights"):
4.1 Right to Convert. The Series 4 Class D Preferred Stock shall
be convertible into shares of Common Stock, as follows:
4.1.1 Up to one thousand two hundred fifty (1,250) shares
of Series 4 Class D Preferred Stock may be converted
at the Conversion Price (as that term is defined in
Section 4.2 below) at any time on or after October
5, 1997; and,
4.1.2 Up to an additional one thousand two hundred fifty
(1,250) shares of Series 4 Class D Preferred Stock
may be converted at the Conversion Price at any time
on or after November 5, 1997.
4.2 Conversion Price. Subject to the terms hereof, as used
herein, the term Conversion Price per outstanding share of
Series 4 Class D Preferred Stock shall be the product of the
lesser of (i) the average closing bid quotation of the Common
Stock as reported on the over-the-counter market, or the
closing sale price if listed on a national securities
exchange, for the five (5) trading days immediately preceding
the date of the Conversion Notice referred to in Section 4.3
below multiplied by eighty percent (80%) or (ii) U.S. $1.6875.
Notwithstanding the foregoing, the Conversion Price shall not
be less than a minimum of $.75 per share ("Minimum Conversion
Price"), which Minimum Conversion Price shall be eliminated
from and after September 6, 1998. If any of the outstanding
shares of Series 4 Class D Preferred Stock are converted, in
whole or in part, into Common Stock pursuant to the terms of
this Part 4, the number of shares of whole Common Stock to be
issued to the holder as a result of such conversion shall be
determined by dividing (a) the aggregate Liquidation Value of
the Series 4 Class D Preferred Stock so surrendered for
conversion by (b) the Conversion Price in effect at the date
of the conversion. At the time of conversion of shares of the
Series 4 Class D Preferred Stock, the Corporation shall pay in
cash to the holder thereof an amount equal to all unpaid and
accrued dividends, if any, accrued thereon to the date of
conversion, or, at the Corporation's option, in lieu of paying
cash for the accrued and unpaid dividends, issue that number
of shares of whole Common Stock which is equal to the quotient
of the amount of such unpaid and accrued dividends to the date
of conversion on the shares of Series 4 Class D Preferred
Stock so converted divided by the Stock Dividend Price, as
<PAGE>
defined in Section 3.1 hereof, in effect at the date of
conversion.
4.3 Mechanics of Conversion. Any holder of the Series 4 Class D
Preferred Stock who wishes to exercise its Conversion Rights
pursuant to Section 4.1 of this Part 4 must, if such shares
are not being held in escrow by the Corporation's attorneys,
surrender the certificate therefor at the principal executive
office of the Corporation, and give written notice, which may
be via facsimile transmission, to the Corporation at such
office that it elects to convert the same (the "Conversion
Notice"). In the event that the shares of Series 4 Class D
Preferred Stock are being held in escrow by the Corporation's
attorneys, no delivery of the certificates shall be required.
No Conversion Notice with respect to any shares of Series 4
Class D Preferred Stock can be given prior to the time such
shares of Series 4 Class D Preferred Stock are eligible for
conversion in accordance with the provision of Section 4.1
above, except as provided in Section 4.4. Any such premature
Conversion Notice shall automatically be null and void. The
Corporation shall, within five (5) business days after receipt
of an appropriate and timely Conversion Notice (and
certificate, if necessary), issue to such holder of Series 4
Class D Preferred Stock or its agent a certificate for the
number of shares of Common Stock to which he shall be
entitled; it being expressly agreed that until and unless the
holder delivers written notice to the Corporation to the
contrary, all shares of Common Stock issuable upon conversion
of the Series 4 Class D Preferred Stock hereunder are to be
delivered by the Corporation to a party designated in writing
by the holder in the Conversion Notice for the account of the
holder and such shall be deemed valid delivery to the holder
of such shares of Common Stock. Such conversion shall be
deemed to have been made only after both the certificate for
the shares of Series 4 Class D Preferred Stock to be converted
have been surrendered and the Conversion Notice is received by
the Corporation (or in the event that no surrender of the
Certificate is required, then only upon the receipt by the
Corporation of the Conversion Notice) (the "Conversion
Documents"), and the person or entity whose name is noted on
the certificate evidencing such shares of Common Stock
issuable upon such conversion shall be treated for all
purposes as the record holder of such shares of Common Stock
at and after such time. In the event that the Conversion
Notice is sent via facsimile transmission, the Corporation
shall be deemed to have received such Conversion Notice on the
first business day on which such facsimile Conversion Notice
is actually received. If the Corporation fails to deliver to
the holder or its agent the certificate representing the
shares of Common Stock that the holder is entitled to receive
as a result of such conversion within seven (7) business days
<PAGE>
after receipt by the Corporation from the holder of an
appropriate and timely Conversion Notice and certificates
pursuant to the terms of this Section 4.3 ("Seven (7) Business
Day Period"), then, upon the written demand of RBB Bank
Aktiengesellschaft ("RBB Bank"), the holder of the Series 4
Class D Preferred Stock, for payment of the penalty described
below in this Section 4.3, which demand must be received by
the Corporation no later than ten (10) calendar days after the
expiration of such Seven (7) Business Day Period, the
Corporation shall pay to RBB Bank the following penalty for
each business day after the Seven (7) Business Day Period
until the Corporation delivers to the holder or its agent the
certificate representing the shares of Common Stock that the
holder is entitled to receive as a result of such conversion:
business day eight (8) - U.S. $1,000; business day nine (9) -
U.S. $2,000, and each business day thereafter an amount equal
to the penalty due on the immediately preceding business day
times two (2) until the Corporation delivers to the holder or
its agent the certificate representing the shares of Common
Stock that the holder is entitled to receive as a result of
such conversion.
4.4 Merger or Consolidation. In case of either (a) any merger or
consolidation to which the Corporation is a party
(collectively, the "Merger"), other than a Merger in which the
Corporation is the surviving or continuing corporation, or (b)
any sale or conveyance to another corporation of all, or
substantially all, of the assets of the Corporation
(collectively, the "Sale"), and such Merger or Sale becomes
effective (x) while any shares of Series 4 Class D Preferred
Stock are outstanding and prior to the date that the
Corporation's Registration Statement covering up to 1,482,000
shares of Common Stock issuable upon the conversion of the
Series 4 Class D Preferred Stock is declared effective by the
U. S. Securities and Exchange Commission or (y) prior to the
end of the restriction periods in Section 4.1, then, in such
event, the Corporation or such successor corporation, as the
case may be, shall make appropriate provision so that the
holder of each share of Series 4 Class D Preferred Stock then
outstanding shall have the right to convert such share of
Series 4 Class D Preferred Stock into the kind and amount of
shares of stock or other securities and property receivable
upon such Merger or Sale by a holder of the number of shares
of Common Stock into which such shares of Series 4 Class D
Preferred Stock could have been converted into immediately
prior to such Merger or Sale, subject to adjustments which
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Part 4.
<PAGE>
4.4 Adjustments to Conversion Price for Stock Dividends and for
Combinations or Subdivisions of Common Stock. If the
Corporation at any time or from time to time while shares of
Series 4 Class D Preferred Stock are issued and 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 Conversion Price in
effect immediately before such event shall, concurrently with
the effectiveness of such event, be proportionately decreased
or increased, as appropriate.
4.5. Adjustments for Reclassification and Reorganization. If the
Common Stock issuable upon conversion of the Series 4 Class D
Preferred Stock shall be changed into the same or a different
number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or
otherwise (other than a subdivision or combination of shares
provided for in Section 4.4 hereof), the Conversion Price then
in effect shall, concurrently with the effectiveness of such
reorganization or reclassification, be proportionately
adjusted so that the Series 4 Class D Preferred Stock shall be
convertible into, in lieu of the number of shares of Common
Stock which the holders of Series 4 Class D Preferred Stock
would otherwise have been entitled to receive, a number of
shares of such other class or classes of stock equivalent to
the number of shares of Common Stock that would have been
subject to receipt by the holders upon conversion of the
Series 4 Class D Preferred Stock immediately before that
change.
4.6 Common Stock Duly Issued. All Common Stock which may be
issued upon conversion of Series 4 Class D Preferred Stock
will, upon issuance, be duly issued, fully paid and
nonassessable and free from all taxes, liens, and charges with
respect to the issue thereof.
4.7 Notice of Adjustments. Upon the occurrence of each adjustment
or readjustment of any Conversion Price pursuant to this Part
4, the Corporation, at its expense, within a reasonable period
of time, shall compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to
each holder of Series 4 Class D Preferred Stock a notice
setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment is based.
<PAGE>
4.8 Issue Taxes. The Corporation shall pay any and all issue and
other taxes that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of the Series
4 Class D Preferred Stock pursuant thereto; provided, however,
that the Corporation shall not be obligated to pay any
transfer taxes resulting from any transfer requested by any
holder of Series 4 Class D Preferred Stock in connection with
such conversion.
4.9 Reservation of Stock Issuable Upon Conversion. The
Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of the shares of
the Series 4 Class D Preferred Stock, such number of its
shares of Common Stock as shall, from time to time, be
sufficient to effect the conversion of all outstanding shares
of the Series 4 Class D Preferred stock, and, if at any time,
the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then
outstanding shares of the Series 4 Class D Preferred Stock,
the Corporation will take such corporate action 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 purposes, including, without limitation, engaging in
reasonable efforts to obtain the requisite stockholder
approval of any necessary amendment to its Certificate of
Incorporation.
4.10 Fractional Shares. No fractional shares shall be issued upon
the conversion of any share or shares of Series 4 Class D
Preferred Stock. All shares of Common Stock (including
fractions thereof) issuable upon conversion of more than one
share of Series 4 Class D Preferred Stock by a holder thereof
shall be aggregated for purposes of determining whether the
conversion would result in the issuance of any fractional
share. If, after the aforementioned aggregation, the
conversion would result in the issuance of a fractional share
of Common Stock, such fractional share shall be rounded up to
the nearest whole share.
4.11 Notices. Any notices required by the provisions of this Part
4 to be given to the holders of shares of Series 4 Class D
Preferred Stock shall be deemed given if deposited in the
United States mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of the
Corporation.
4.12 Business Day. As used herein, the term "business day" shall
mean any day other than a Saturday, Sunday or a day when the
federal and state banks located in the State of New York are
required or is permitted to close.
<PAGE>
Part 5 - Redemption.
5.1 Redemption at Corporation's Option. Except as otherwise
provided in this Section 5.1, at any time, and from time to
time, after the expiration of one (1) year from the date of
the first issuance of the Series 4 Class D Preferred Stock,
the Corporation may, at its sole option, but shall not be
obligated to, redeem, in whole or in part, at any time, and
from time to time, the then outstanding Series 4 Class D
Preferred Stock at the following cash redemption prices per
share (the "Redemption Price") if redeemed during the
following periods: (a) within four (4) years from the date of
the first issuance of Series 4 Class D Preferred Stock -
$1,300 per share, if at any time during such four (4) year
period the average of the closing bid price of the Common
Stock for ten (10) consecutive trading days shall be in excess
of Four U.S. Dollars ($4.00) per share, and (b) after four (4)
years from the date of the first issuance of Series 4 Class D
Preferred Stock - $1,000 per share.
5.3 Mechanics of Redemption. Thirty (30) days prior to any date
stipulated by the Corporation for the redemption of Series 4
Class D Preferred Stock (the "Redemption Date"), written
notice (the "Redemption Notice") shall be mailed to each
holder of record on such notice date of the Series 4 Class D
Preferred Stock. The Redemption Notice shall state: (i) the
Redemption Date of such shares, (ii) the number of Series 4
Class D Preferred Stock to be redeemed from the holder to whom
the Redemption Notice is addressed, (iii) instructions for
surrender to the Corporation, in the manner and at the place
designated, of a share certificate or share certificates
representing the number of Series 4 Class D Preferred Stock to
be redeemed from such holder, and (iv) instructions as to how
to specify to the Corporation the number of Series 4 Class D
Preferred Stock to be redeemed as provided in this Part 5 and,
if the Redemption Notice is mailed to the Holder after the
first one hundred eighty (180) days from the date of issuance
of the Series 4 Class D Preferred Stock, the number of shares
to be converted into Common Stock as provided in Part 4
hereof.
5.4 Rights of Conversion Upon Redemption. If the redemption
occurs after the first one hundred eighty (180) days after the
first issuance of Series 4 Class D Preferred Stock, then, upon
receipt of the Redemption Notice, any holder of Series 4 Class
D Preferred Stock shall have the option, at its sole election,
to specify what portion of its Series 4 Class D Preferred
Stock called for redemption in the Redemption Notice shall be
redeemed as provided in this Part 5 or converted into Common
Stock in the manner provided in Part 4 hereof, except that,
notwithstanding any provision of such Part 4 to the contrary,
<PAGE>
such holder shall have the right to convert into Common Stock
that number of Series 4 Class D Preferred Stock called for
redemption in the Redemption Notice.
5.5 Surrender of Certificates. On or before the Redemption Date
in respect of any Series 4 Class D Preferred Stock, each
holder of such shares shall surrender the required certificate
or certificates representing such shares to the Corporation in
the manner and at the place designated in the Redemption
Notice, and upon the Redemption Date, the Redemption Price for
such shares shall be made payable, in the manner provided in
Section 5.6 hereof, to the order of the person whose name
appears on such certificate or certificates as the owner
thereof, and each surrendered share certificate shall be
canceled and retired. If a share certificate is surrendered
and all the shares evidenced thereby are not being redeemed
(as described below), the Corporation shall cause the Series
4 Class D Preferred Stock which are not being redeemed to be
registered in the names of the persons or entity whose names
appear as the owners on the respective surrendered share
certificates and deliver such certificate to such person.
5.6 Payment. On the Redemption Date in respect of any Series 4
Class D Preferred Stock or prior thereto, the Corporation
shall deposit with any bank or trust company having a capital
and surplus of at least U. S. $50,000,000, as a trust fund, a
sum equal to the aggregate Redemption Price of all such shares
called from redemption (less the aggregate Redemption Price
for those Series 4 Class D Preferred Stock in respect of which
the Corporation has received notice from the holder thereof of
its election to convert Series 4 Class D Preferred Stock into
Common Stock), with irrevocable instructions and authority to
the bank or trust company to pay, on or after the Redemption
Date, the Redemption Price to the respective holders upon the
surrender of their share certificates. The deposit shall
constitute full payment for the shares to their holders, and
from and after the date of the deposit the redeemed shares
shall be deemed to be no longer outstanding, and holders
thereof shall cease to be shareholders with respect to such
shares and shall have no rights with respect thereto except
the rights to receive from the bank or trust company payments
of the Redemption Price of the shares, without interest, upon
surrender of their certificates thereof. Any funds so
deposited and unclaimed at the end of one year following the
Redemption Date shall be released or repaid to the
Corporation, after which the former holders of shares called
for redemption shall be entitled to receive payment of the
Redemption Price in respect of their shares only from the
Corporation.
<PAGE>
Part 6 - Parity with Other Shares of Series 4 Class D Preferred
Stock and Priority.
6.1 Rateable Participation. If any cumulative dividends or return
of capital in respect of Series 4 Class D Preferred Stock are
not paid in full, the owners of all series of outstanding
Preferred Stock shall participate rateably in respect of
accumulated dividends and return of capital.
6.2 Ranking. For purposes of this resolution, any stock of any
class or series of the Corporation shall be deemed to rank:
6.2.1 Prior or senior to the shares of this Series 4
Class D Preferred Stock either as to dividends
or upon liquidation, if the holders of such
class or classes shall be entitled to the
receipt of dividends or of amounts
distributable upon dissolution, liquidation or
winding up of the Corporation, whether
voluntary or involuntary, as the case may be,
in preference or priority to the holders of
shares of this Series 4 Class D Preferred
Stock;
6.2.2 On a parity with, or equal to, shares of this
Series 4 Class D Preferred Stock, either as to
dividends or upon liquidation, whether or not
the dividend rates, dividend payment dates, or
redemption or liquidation prices per share or
sinking fund provisions, if any, are different
from those of this Series 4 Class C Preferred
Stock, if the holders of such stock are
entitled to the receipt of dividends or of
amounts distributable upon dissolution,
liquidation or winding up of the Corporation,
whether voluntary or involuntary, in proportion
to their respective dividend rates or
liquidation prices, without preference or
priority, one over the other, as between the
holders of such stock and over the other, as
between the holders of such stock and the
holders of shares of this Series 4 Class D
Preferred Stock; and,
6.2.3 Junior to shares of this Series 4 Class D
Preferred Stock, either as to dividends or upon
liquidation, if such class or series shall be
Common Stock or if the holders of shares of
this Series 4 Class D Preferred Stock shall be
entitled to receipt of dividends or of amounts
distributable upon dissolution, liquidation or
<PAGE>
winding up of the Corporation, whether
voluntary or involuntary, as the case may be,
in preference or priority to the holders of
shares of such class or series.
Part 7 - Amendment and Reissue.
7.1 Amendment. If any proposed amendment to the
Corporation's Certificate of Incorporation (the
"Articles") would alter or change the powers, preferences
or special rights of the Series 4 Class D Preferred Stock
so as to affect such adversely, then the Corporation must
obtain the affirmative vote of such amendment to the
Articles at a duly called and held series meeting of the
holders of the Series 4 Class D Preferred Stock or
written consent by the holders of a majority of the
Series 4 Class D Preferred Stock then outstanding.
Notwithstanding the above or the provisions of the GCL,
the number of authorized shares of any class or classes
of stock of the Corporation may be increased or decreased
(but not below the number of shares thereof outstanding)
by the affirmative vote of the holders of a majority of
the stock of the Corporation entitled to vote thereon,
voting together as a single class, irrespective of the
provisions of this Section 7.1 or Section 242 of the GCL.
7.2 Authorized. Any shares of Series 4 Class D Preferred
Stock acquired by the Corporation by reason of purchase,
conversion, redemption or otherwise shall be retired and
shall become authorized but unissued shares of Preferred
Stock, which may be reissued as part of a new series of
Preferred Stock hereafter created.
SEE RESTRICTIVE LEGEND ON REVERSE SIDE
INCORPORATED UNDER THE LAWS OF
DELAWARE
No. **** Shares *****
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
SERIES 4 CLASS D CONVERTIBLE PREFERRED STOCK
Par Value $.001 Per Share
THIS CERTIFIES THAT --S P E C I M E N -- is the owner of *******
*********** (*********) shares of Series 4 Class D
Convertible Preferred Stock of
Perma-Fix Environmental Services, Inc.
transferrable only on the books of the Corporation by the holder
hereof in person or by attorney upon surrender of this Certificate
properly endorsed.
In Witness Whereof, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation this _____ day of June,
1997.
/s/ Richard T. Kelecy /s/ Louis Centofanti
__________________________ __________________________
Secretary President
SHARES $.001 EACH
<PAGE>
NEITHER THIS PREFERRED STOCK NOR ANY SHARES OF COMMON STOCK
ISSUABLE UPON THE CONVERSION OF THIS PREFERRED STOCK HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS. THIS PREFERRED STOCK AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS PREFERRED STOCK 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 WITHOUT THE PRIOR WRITTEN CONSENT OF
PERMA-FIX ENVIRONMENTAL SERVICES, INC. AND AN OPINION OF PERMA-FIX
ENVIRONMENTAL SERVICES, INC.'S COUNSEL, OR AN OPINION FROM COUNSEL
FOR THE HOLDER HEREOF, WHICH OPINION IS SATISFACTORY TO THE
COMPANY, 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 CONVERSION ARE ALSO SUBJECT TO THE REGISTRATION
RIGHTS SET FORTH IN THAT CERTAIN SUBSCRIPTION AND PURCHASE
AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, DATED
JUNE 9, 1997, A COPY OF WHICH IS ON FILE AT THE COMPANY'S
PRINCIPAL EXECUTIVE OFFICE.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER
WHO SO REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF THE
SERIES 4 CLASS D CONVERTIBLE PREFERRED STOCK AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES
AND/OR RIGHTS.
*******************
CERTIFICATE
FOR
*****
SHARES
of the
CAPITAL STOCK
of
Perma-Fix Environmental Services, Inc.
Series 4 Class D Convertible Preferred Stock
Par Value $.001 Per Share
ISSUED TO
****S P E C I M E N****
DATED
June ____, 1997
*******************
For Value Received, __________ hereby sell, assign and
transfer unto __________________________________________________
___________________ Shares of the Capital Stock represented by the
within Certificate, and do hereby irrevocably constitute and
appoint _________________________________________ to transfer the
said Stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated __________________, 19______.
In presence of ________________________________________
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
Dated: June 9, 1997
One Hundred Eighty-Seven Thousand Five Hundred (187,500)
Warrants to Purchase
One Hundred Eighty-Seven Thousand Five Hundred (187,500)
Shares of Perma-Fix Environmental Services, Inc.
Common Stock, $.001 Par Value Per Share
VOID AFTER 5:00 P.M., UNITED STATES EASTER 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 one hundred eighty-seven thousand
five hundred (187,500) 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. $2.10 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
<PAGE>
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, 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 for all purposes whatsoever, and the Company shall not
be affected by any notice to the contrary.
<PAGE>
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
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
<PAGE>
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:
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
<PAGE>
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 Subscription and Purchase Agreement by and between
the Company and the Warrant Holder dated June 9, 1997 (the
"Subscription 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
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
<PAGE>
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 $3.50.
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
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
<PAGE>
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
by like means to: Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
Attention: Irwin H. Steinhorn, Esquire
Fax No.: (405) 232-2695
If to the Subscriber: RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz, Austria
Attention: Herbert Strauss
Fax No.: 011-43-316-8072, ext. 392
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 Holder hereby irrevocably
consents to the venue and jurisdiction of the federal courts located
in Wilmington, Delaware.
<PAGE>
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 June 9, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
_____________________________
Dr. Louis F. Centofanti
Chief Executive Officer
<PAGE>
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
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
Dated: June 9, 1997
One Hundred Eighty-Seven Thousand Five Hundred (187,500)
Warrants to Purchase
One Hundred Eighty-Seven Thousand Five Hundred (187,500)
Shares of Perma-Fix Environmental Services, Inc.
Common Stock, $.001 Par Value Per Share
VOID AFTER 5:00 P.M., UNITED STATES EASTER 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 one hundred eighty-seven thousand
five hundred (187,500) 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. $2.50 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
<PAGE>
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, 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 for all purposes whatsoever, and the Company shall not
be affected by any notice to the contrary.
<PAGE>
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
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
<PAGE>
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:
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
<PAGE>
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 Subscription and Purchase Agreement by and between
the Company and the Warrant Holder dated June 9, 1997 (the
"Subscription 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
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
<PAGE>
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 $4.00.
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
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
<PAGE>
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
by like means to: Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
Attention: Irwin H. Steinhorn, Esquire
Fax No.: (405) 232-2695
If to the Subscriber: RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz, Austria
Attention: Herbert Strauss
Fax No.: 011-43-316-8072, ext. 392
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 Holder hereby irrevocably
consents to the venue and jurisdiction of the federal courts located
in Wilmington, Delaware.
<PAGE>
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 June 9, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Louis F. Centofanti
____________________________
Dr. Louis F. Centofanti
Chief Executive Officer
<PAGE>
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.
<PAGE>
Dated: __________________. ______________________
______________________
(Address)
______________________
(Social Security or
Federal I. D. Number)
______________________
Signature(s) guaranteed
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 THE 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 THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING
GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION
517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE
OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE
TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER
THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS
VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER
THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE
ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS
LATER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 6-97-1 100,000 shares of
June 9, 1997 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that J W
CHARLES FINANCIAL SERVICES, INC., or any permitted assignee thereof
(the "Holder"), is entitled to purchase from the Company, at any
time in whole, or from time to time in part, during the period
commencing the date of this Warrant and ending at 5:00 p.m. Eastern
Daylight Savings Time on June 9, 2000 (the "Exercise Period"), up to
one hundred thousand (100,000) fully paid and nonassessable shares of
common stock, $.001 par value, of the Company (the "Common Stock"),
at a purchase price of $1.50 per share; provided, however, that the
number of shares of Common Stock to be issued and delivered by the
Company upon any exercise of this Warrant and the purchase price to
be paid for each such share shall be subject to adjustment from time
to time as hereinafter provided in this Warrant. 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 hereinafter collectively referred to
as the "Warrants"; the shares of Common Stock issuable and issued
upon exercise of the Warrants are hereinafter collectively referred
to as the "Warrant Shares" and the price payable for each of the
<PAGE>
Warrant Shares upon such exercise is hereinafter referred to as the
"Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, 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 purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will 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 shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will 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.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 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
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
<PAGE>
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.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder 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
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue 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 shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 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 or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
<PAGE>
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 subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall 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 subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become 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
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
adjustment) shall 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 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
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 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) 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 shall be deemed a consolidation
or merger for the foregoing purposes.
<PAGE>
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and 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 further covenants and agrees that it 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. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) 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 at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company shall (x) prepare promptly 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
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months 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 ninety (90) 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), (y) use its reasonable efforts to
cause such Registration Statement to become effective and
to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
<PAGE>
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act); and (z) take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under 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 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.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
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 shall 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) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall not be required to qualify as a foreign
<PAGE>
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.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements 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 not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
<PAGE>
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, 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 for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements 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 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 such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, 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; provided, however, that the
<PAGE>
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Upon receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify promptly in writing
the indemnifying party of the commencement
thereof, but the omission so to notify the
indemnifying party will not relieve the
indemnifying party from any liability which it
may have to the Indemnified Party otherwise
than under this Section. In case any such
claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (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) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
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, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall 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, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, 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
such 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 of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and the applicable
state securities laws and which is current with respect
to such Warrant and the Warrant Shares or pursuant to an
opinion of counsel reasonably satisfactory to the Company
that registration under the Act and the applicable state
securities laws is not required in connection with such
<PAGE>
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, as amended, or any applicable
state securities laws, 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 and applicable state securities
laws 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 and applicable state
securities laws.
6.2 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.
6.3 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.
7. 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 shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
<PAGE>
9. 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 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 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 9) to:
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
If to the Holder: J W Charles Financial Services, Inc.
980 North Federal Highway, Suite 310
Boa Radon, Florida 33432
Attention: Mr. Joel Marks
Vice Chairman
Fax No.: (561) 338-2827
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
11. 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.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto effective the ninth day of June, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
___________________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
J W CHARLES FINANCIAL SERVICES, INC.
By___________________________________
Name:_____________________________
Title:____________________________
(the "Holder")
<PAGE>
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 pursuant to the terms of 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
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, 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 _____________________________
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 THE 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 THE
WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO
THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH
RESPECT TO SUCH SALE OR TRANSFER.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT ("FLORIDA ACT") AND ARE BEING
GRANTED AND SOLD IN RELIANCE UPON AN EXEMPTION CONTAINED IN SECTION
517.061 (11) THEREOF. THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE REOFFERED FOR SALE
OR RESOLD IN THE STATE OF FLORIDA UNLESS SUCH ARE REGISTERED OR THE
TRANSACTION IS EXEMPT UNDER THE FLORIDA ACT. ANY SALE MADE UNDER
THIS WARRANT TO A PERSON IN FLORIDA UNDER SUCH SUBSECTION IS
VOIDABLE AT THE OPTION OF SUCH PERSON WITHIN THREE (3) DAYS AFTER
THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PERSON TO THE
ISSUER OR ITS AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF
THIS PRIVILEGE IS COMMUNICATED TO SUCH PERSON, WHICH EVER OCCURS
LATER.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 6-97-2 200,000 shares of
June 9, 1997 Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby certifies that J W
CHARLES FINANCIAL SERVICES, INC., or any permitted assignee thereof
(the "Holder"), is entitled to purchase from the Company, at any
time in whole, or from time to time in part, during the period
commencing the date of this Warrant and ending at 5:00 p.m. Eastern
Daylight Savings Time on June 9, 2002 (the "Exercise Period"), up to
two hundred thousand (200,000) fully paid and nonassessable shares of
common stock, $.001 par value, of the Company (the "Common Stock"),
at a purchase price of $2.00 per share; provided, however, that the
number of shares of Common Stock to be issued and delivered by the
Company upon any exercise of this Warrant and the purchase price to
be paid for each such share shall be subject to adjustment from time
to time as hereinafter provided in this Warrant. 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 hereinafter collectively referred to
as the "Warrants"; the shares of Common Stock issuable and issued
upon exercise of the Warrants are hereinafter collectively referred
to as the "Warrant Shares" and the price payable for each of the
<PAGE>
Warrant Shares upon such exercise is hereinafter referred to as the
"Warrant Price".
1. Exercise of Warrant. This Warrant may be exercised, as a whole
at any one time or in part from time to time, during the Exercise
Period, by the Holder by the surrender of this Warrant (with the
subscription form at the end hereof duly executed by the Holder) at
the address set forth in Section 9 hereof, together with payment in
the manner hereinafter set forth, 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 purchased upon such exercise.
Payment for Warrant Shares shall be made by a cashier's or certified
check or money order, payable in New York Clearing House funds, to
the order of the Company. If this Warrant is exercised in part,
such exercise shall be for a whole number of Warrant Shares and the
Holder shall be entitled to receive a new Warrant covering the
number of Warrant Shares in respect of which this Warrant has not
been exercised. Upon any exercise and surrender of this Warrant,
the Company (a) will 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 shall be entitled and,
if this Warrant is exercised in whole, in lieu of any fractional
Warrant Share to which the Holder otherwise might be entitled, cash
in an amount equal to the fair value of such fractional share
(determined in such reasonable manner as the Board of Directors of
the Company shall determine), and (b) will 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.
2.1 The Company covenants and agrees that all Warrant Shares
which may be acquired by the Holder under this Warrant
will, when issued and upon delivery, be duly and validly
authorized and issued, fully paid and nonassessable, and
free from all restrictions on the sale or transfer
thereof, except such restrictions as may be imposed under
applicable federal and state securities laws and
applicable exchange on which the Common Stock may be
listed, and free and clear of all preemptive rights.
2.2 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
this Warrant; and, if at the time the number of
authorized but unissued shares of Common Stock shall not
be sufficient to effect the exercise of this Warrant, the
Company will take such corporate action at its next
<PAGE>
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.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of
this Warrant, the Company shall distribute pro rata to
all of the holders of its then outstanding shares of
Common Stock (a) securities, other than shares of Common
Stock or stock options, or (b) property, other than cash,
without payment therefor, then, and in each such case,
the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and property which the
Holder would hold on the date of such exercise if, on the
date of this Warrant, the Holder 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
securities and properties receivable by the Holder during
such period.
3.2 If, at any time or from time to time after the date of
this Warrant, the Company shall (a) pay a dividend on its
Common Stock in shares of Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common
Stock into a smaller number of shares, or (d) issue 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 shall be adjusted so
that, upon exercise of this Warrant, the Holder shall be
entitled to purchase under this Warrant, without
additional consideration therefor, the number of shares
of Common Stock or other capital stock of the Company
which he would have owned or been entitled to purchase
immediately following the happening of any of the events
described above in this subsection 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 or distribution or the effective date of such
subdivision, combination or reclassification at a Warrant
Price equal to the aggregate consideration which the
<PAGE>
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 subsection 3.2 shall become effective
immediately after the record date in the case of a
dividend or distribution and shall 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 subsection
3.2, the Holder of this Warrant thereafter surrendered
for exercise shall become 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
shall be conclusive and shall be described in a written
notice to all holders of the Warrants promptly after such
adjustment) shall 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 In case of any consolidation or merger to which the
Company is a party, other than a merger or consolidation
in which the Company is the continuing or surviving
corporation, or in case of any sale or conveyance to
another entity of all or substantially all of the
property of the Company as an entirety or substantially
as an entirety, the Holder of this Warrant shall have the
right thereafter, upon exercise of this Warrant, to
receive the kind and amount of securities, cash or other
property which he would have owned or been entitled to
receive immediately after such consolidation, merger,
sale or conveyance had this Warrant been exercised
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 3 with respect to the rights and interests of the
Holder of this Warrant to the end that the provisions of
this Section 3 thereafter shall be correspondingly
applicable, as nearly as may reasonably be, to such
securities and other property. Notice of any such
consolidation, merger, sale or conveyance, and of said
provisions so proposed to be made, shall be mailed to the
Holder not less than thirty (30) 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 shall be deemed a consolidation
or merger for the foregoing purposes.
<PAGE>
4. Fully Paid Stock; Taxes. The Company agrees that the shares
of the Common Stock represented by each and every certificate for
Warrant Shares delivered upon the exercise of this Warrant shall,
at the time of such delivery, be validly issued and outstanding,
fully paid and nonassessable, and not subject to preemptive rights,
and 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 further covenants and agrees that it 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. Registration Under Securities Act of 1933.
5.1 Subject to the terms of this Section 5, if, at any time
during the Exercise Period, the Company receives a
written request from the Holder (whether or not the
Holder theretofore shall have exercised this Warrant in
whole or in part), and provided that (a) 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 at least fifty percent (50%) of the
total number of Warrant Shares, and (b) the Company has
not theretofore included within the coverage of a
Registration Statement filed by the Company with the
Securities and Exchange Commission ("Commission") under
the Securities Act of 1933, as amended (the "Act"), which
Registration Statement has been declared effective by the
Commission, at least fifty percent (50%) of the Warrant
Shares, the Company shall (x) prepare promptly 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
Warrants (provided, that the audited financial statements
to be included in such Registration Statement shall be
the year-end financial statements customarily included in
the Company's Annual Report on Form 10-K under the
Securities Exchange Act of 1934 (the "Exchange Act"), and
provided further, that, if the request for registration
is received within three (3) months 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 ninety (90) 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); (y) use its reasonable efforts to
cause such Registration Statement to become effective and
to remain effective and current with respect to the
Warrant Shares for an aggregate period of one (1) year
<PAGE>
(exclusive of any period during which the prospectus
included therein shall not meet the requirements of
Section 10 of the Act); and (z) take all other action
necessary or appropriate to cause the prospectus included
therein to be available for the sale of Warrant Shares
from time to time during such period by the holders
thereof in ordinary brokerage transactions in the over-
the-counter market or on any national securities exchange
on which the Common Stock is then listed. The right to
demand the filing of a Registration Statement pursuant to
this subsection 5.1 shall be exercisable on one (1)
occasion only. The Holder's rights under this Section
5.1 shall expire and terminate at the earlier of such
time as the Holder shall receive from counsel for the
Company a written opinion of such counsel that the Holder
has the right, pursuant to Rule 144 promulgated under 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 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.
5.2 Whenever the Company includes Warrant Shares in a
Registration Statement, the Company shall (a) furnish the
Holder of Warrant Shares included in such Registration
Statement and each underwriter of such Warrant Shares
with such copies of a current prospectus, including the
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 shall 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) shall have reasonably requested that
the Warrant Shares be sold; provided, however, that the
Company shall 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.
5.3 The Company shall pay all expenses incurred in connection
with any registration of the Warrant Shares pursuant to
the provisions of this Section 5, except underwriting
discounts, brokerage commissions, and applicable
insurance and transfer taxes relating to the sale of the
Warrant Shares are to be paid by the Holder, and, should
the Holder elect to be separately represented by counsel,
the fees and disbursements payable to such counsel for
the Holder shall be paid by the Holder.
5.4 In the event the Company includes any Warrant Shares in
a Registration Statement filed by the Company with the
Commission:
5.4.1 Except as otherwise provided in this Section
5.4, to the extent permitted by law, the
Company will indemnify and hold harmless the
Holder and each other entity or person, if any,
controlling the Holder within the meaning of
either Section 15 of the Act or Section 20 of
the Exchange Act (collectively, the
"Controlling Party"), against any losses,
claims, damages or liabilities to which the
Holder or the Controlling Party may become
subject under the Act, insofar as such losses,
claims, damage or liabilities (or actions in
respect thereof) arise out of, or are based on,
any untrue or alleged untrue statement of any
material fact contained in such Registration
Statement registering the Warrant Shares filed
by the Company with the Commission, including
any preliminary prospectus or final prospectus
contained therein or any amendments or
supplements 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 not misleading or arise out
of any violation by the Company of any rule or
regulation promulgated under the Act applicable
to the Company and relating to action or
inaction required of the Company in connection
with any such registration; provided, however,
that the indemnity agreement contained in this
Section 5.4.1 shall not apply to amounts paid
in settlement of any such loss, claim, damage,
<PAGE>
liability or action if such settlement is
effected without the consent of the Company
(which consent shall not be unreasonably
withheld) nor shall the Company be liable in
any such case for any such loss, claim, damage,
liability, or action to the extent that it
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in connection
with such Registration Statement, preliminary
prospectus, final prospectus, or amendments or
supplements thereto, in reliance upon, and in
conformity with, written information furnished
expressly for use in connection with such
Registration Statement by the Holder, any
underwriter or Controlling Party thereof.
5.4.2 Except as otherwise provided in this Section
5.4, to the extent permitted by law, 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 for
the Company against any losses, claims,
damages, or liabilities to which the Company or
any such director, officer, controlling person,
agent, or underwriter may become subject under
the Act, insofar as such losses, claims,
damages or liabilities (or actions in respect
thereto) arise out of, or are based upon, any
untrue statement or alleged untrue statement of
a material fact contained in such Registration
Statement, including any preliminary prospectus
or final prospectus contained therein or any
amendments or supplements 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 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 such Registration Statement,
preliminary or final prospectus or amendments
or supplements thereto, 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; provided, however, that the
<PAGE>
indemnity agreement contained in this section
5.4.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage,
liability or action if such settlement is
effected without the consent of the Holder
(which consent shall not be unreasonably
withheld), and that the obligation of the
Holder hereunder shall be limited to an amount
equal to the proceeds to the Holder of Warrant
Shares sold pursuant thereto.
5.4.3 Upon receipt by a person entitled to
indemnification pursuant to this Section 5.4
(an "Indemnified Party") of notice of the
commencement of any action, the Indemnified
Party will, if a claim in respect thereof is to
be made against the indemnifying party under
this Section 5.4, notify promptly in writing
the indemnifying party of the commencement
thereof, but the omission so to notify the
indemnifying party will not relieve the
indemnifying party from any liability which it
may have to the Indemnified Party otherwise
than under this Section. In case any such
claim or action is brought against an
Indemnified Party and it notifies the
indemnifying party of the commencement thereof,
the indemnifying party will be entitled to
participate in and, to the extent that it may
wish, jointly with any other indemnifying party
similarly notified, to assume the defense
thereof, subject to the provisions herein
stated, with counsel reasonably satisfactory to
the Indemnified Party, and after notice from
the indemnifying party to the Indemnified Party
of its election so to assume the defense
thereof, the indemnifying party will not be
liable to the Indemnified Party under this
Section 5.4 for any legal or other expenses
subsequently incurred by the Indemnified Party
in connection with the defense thereof. The
Indemnified Party shall have the right to
employ separate counsel in any such action and
to participate in the defense thereof, but the
fees and expenses of such counsel shall be paid
by the Indemnified Party, except that the
indemnifying party shall pay such reasonable
fees and expenses of such counsel only in the
event that (a) the employment of such counsel
has been specifically authorized in writing by
the indemnifying party and the indemnifying
<PAGE>
party has agreed, in writing, to pay such fees
and expenses, or (b) the named parties to any
such action (including any impleaded parties)
include both the Indemnified Party or parties
and the indemnifying party and the Indemnified
Party has been advised by counsel for the
indemnifying party that there are defenses
available to it or them that the indemnifying
party or its counsel refuses to accept or
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, then counsel for the Indemnified
Party (at the indemnifying party's expense)
shall 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, it being understood,
however, that the indemnifying party or parties
shall not, in connection with any one such
action or separate, but substantially similar
or related actions in the same jurisdiction
arising out of the same general allegations or
circumstances, be liable for the reasonable
fees and expenses of more than one (1) separate
firm of attorneys for all such Indemnified
Party or parties.
6. Investment Representation and Transferability.
6.1 By acceptance hereof, 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
such 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 of
the Commission promulgated thereunder. The Holder
covenants and agrees that this Warrant and the Warrant
Shares will not be sold or transferred except under cover
of a Registration Statement under the Act which the
Commission has declared effective and the applicable
state securities laws and which is current with respect
to such Warrant and the Warrant Shares or pursuant to an
opinion of counsel reasonably satisfactory to the Company
that registration under the Act and the applicable state
<PAGE>
securities laws 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, as amended, or any applicable
state securities laws, 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 and applicable state securities
laws 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 and applicable state
securities laws.
6.2 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.
6.3 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.
7. 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 shall execute
and deliver to the Holder a new Warrant of like date, tenor and
denomination.
8. Warrant Holder Not Shareholder. This Warrant shall not be
deemed to confer upon the Holder any right to vote or to consent to
or receive notice as a shareholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
<PAGE>
9. 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 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 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 9) to:
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
If to the Holder: J W Charles Financial Services, Inc.
980 North Federal Highway, Suite 310
Boa Radon, Florida 33432
Attention: Mr. Joel Marks
Vice Chairman
Fax No.: (561) 338-2827
10. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
<PAGE>
11. 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.
<PAGE>
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto effective the ninth day of June, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By
___________________________________
Dr. Louis F. Centofanti
Chief Executive Officer
(the "Company")
J W CHARLES FINANCIAL SERVICES, INC.
By
___________________________________
Name:_____________________________
Title:____________________________
(the "Holder")
<PAGE>
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 pursuant to the terms of 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
sells, assigns and transfers unto _________________________________
the right to purchase _________ shares of the Common Stock of PERMA-
FIX ENVIRONMENTAL SERVICES, INC. by the foregoing Warrant and all
rights evidenced thereby, 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 _____________________________
