THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER SUCH ACT
WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH
SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO AN
EXCEPTION FROM REGISTRATION UNDER SUCH ACT.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH
(13) OF THE CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF
1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT.
No. 7-97-3 75,000 Shares
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
FOR VALUE RECEIVED, Perma-Fix Environmental Services,
Inc., a Delaware corporation (the "Company") hereby grants to Xxxxx
Xxxxxx at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, or
any permitted assignee (the "Holder"), the right to purchase at any
time during the period commencing the 25th day of July, 1997, and
ending at 5:00 p.m., Atlanta, Georgia time, on July 24, 2000 (the
"Exercise Period"), up to seventy-five thousand (75,000), fully
paid and nonassessable shares of the Company's common stock, $.001
par value ("Common Stock"), subject to adjustment from time to time
as hereinafter provided. The purchase price for each share of
Common Stock to be issued and delivered by the Company upon the
exercise of this warrant is Two and no/100 Dollars ($2.00) per
share (the "Warrant Price"), subject to adjustment from time to
time as hereinafter provided. This warrant and all warrants of
like tenor which may be issued by the Company in exchange or
substitution for or upon the transfer or partial exercise of this
warrant are collectively referred to as the "Warrant." The shares
of Common Stock issued upon the exercise of the Warrant are
hereinafter collectively referred to as "Warrant Shares."
1. Exercise of Warrant. This Warrant may be exercised by the
Holder, in whole or in part from time to time, during the Exercise
Period subject to the prior satisfaction of the provisions set
forth herein. This Warrant may be exercised by the Holder
delivering to the Company this Warrant and the duly executed
subscription in the form set forth at the end hereof, with such
subscription and Warrant being accompanied by the payment to the
Company of an amount equal to the Warrant Price in effect at the
date of such exercise multiplied by the total number of Warrant
Shares to be purchased upon such exercise ("Total Warrant Price").
Payment by the Holder of the Total Warrant Price will be made by a
cashier's or certified check or money order to the order of the
Company. If this Warrant is exercised in part, such exercise must
be for a whole number of Warrant Shares and the Holder will be
entitled to receive a new Warrant covering the number of Warrant
Shares for which this Warrant has not been exercised. Upon any
exercise and surrender of this Warrant, the Company will (a) issue
and deliver to the Holder a certificate or certificates in the name
of the Holder for the largest whole number of Warrant Shares to
which the Holder has purchased under this Warrant pursuant to the
terms hereof; (b) in lieu of any fractional Warrant Share, deliver
to the Holder cash in an amount equal to the fair value of such
fractional share (calculated in such reasonable manner as the Board
of Directors of the Company shall determine), and (c) deliver to
the Holder such other securities and properties which the Holder
may be entitled to receive upon such exercise, or the proportionate
part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares. At all times prior to the
expiration of this Warrant the Company will have authorized and
maintain in reserve solely for issuance upon the exercise of the
Warrant the number of shares Common Stock and the amount of other
securities and properties as from time to time are deliverable upon
the exercise of this Warrant. Such authorized and reserved shares
of Common Stock will be free and clear of all restrictions on sale
or transfer (except as otherwise provided by this Warrant or as may
be imposed under applicable federal and state securities laws or
the applicable exchange upon which the Common Stock may be listed)
and free and clear of all preemptive rights.
3. Protection Against Dilution.
3.1 Distribution Without Payment Therefor. If at any time
or from time to time after the date of this Warrant,
the Company distributes pro rata to all of the holders
of its then outstanding Common Stock securities or
property, other than cash, without payment therefor,
then in each such case the Holder will be entitled to
receive upon exercise of this Warrant the securities
and property which the Holder would hold on the date of
such exercise if, on the record date for such
distribution, the Holder had exercised this Warrant and
had been the holder of record of the number of shares
of the Common Stock subscribed for upon such exercise
and, during the period from the date of this Warrant to
and including the date of such exercise, had retained
such shares and the securities and properties
receivable by the Holder during such period. Notice of
2
each such distribution will be mailed promptly to the
Holder.
3.2 Dividend, Division or Combination. If at any time or
from time to time after the date of this Warrant, the
Company (a) pays a dividend on its Common Stock in
shares of Common Stock, (b) subdivides its outstanding
shares of Common Stock into a greater number of shares,
(c) combines its outstanding shares of Common Stock
into a smaller number of shares, or (d) issues by
reclassification of its Common Stock any shares of any
other class of capital stock of the Company, the number
of Warrant Shares and the Warrant Price in effect
immediately prior to such event will be adjusted so
that, upon exercise of this Warrant, the Holder shall
be entitled to purchase under this Warrant, without
additional consideration, the number of shares of
Common Stock or other capital stock of the Company
which the Holder would have owned or been entitled to
purchase immediately following the happening of any of
the events described above in this paragraph 3.2 had
this Warrant been exercised and the Holder become the
holder of record of the Warrant Shares purchased upon
such exercise immediately prior to the record date
fixed for the determination of stockholders entitled to
receive such dividend on the effective date of such
subdivision, combination or reclassification at a
Warrant Price equal to the aggregate consideration
which the Holder would have had to pay for such Warrant
Shares immediately prior to such event divided by the
number of Warrant Shares the Holder is entitled to
receive immediately after such event. An adjustment
made pursuant to this paragraph 3.2 will become
effective immediately after the record date in the case
of a dividend and will become effective immediately
after the effective date in the case of a subdivision,
combination or reclassification. If as a result of an
adjustment made pursuant to this paragraph 3.2, the
Holder becomes entitled to receive shares of two or
more classes of capital stock or shares of Common Stock
and any other class of capital stock of the Company,
the Board of Directors (whose determination will be
conclusive and will be described in a written notice to
the Holder promptly after such adjustment) will
determine the allocation of the adjusted Warrant Price
between or among shares of such classes of capital
stock or shares of Common Stock and such other class of
capital stock.
3.3 Consolidation, Merger or Sale. In case of any
consolidation or merger of the Company in which the
Company is not the surviving entity, or in case of any
sale or conveyance by the Company to another entity of
all or substantially all of the property of the Company
as an entirety or substantially as an entirety, the
Holder will have the right thereafter, upon exercise of
this Warrant, to receive the kind and amount of
securities, cash or other property which the Holder
would have owned or been entitled to receive immedi-
ately after such consolidation, merger, sale or
conveyance had this Warrant been exercised in full
immediately prior to the effective date of such
consolidation, merger, sale or conveyance. If
necessary, appropriate adjustment will be made in the
application of the provisions of paragraph 3 with
respect to the rights and interests of the Holder so
that the provisions of paragraph 3 following such event
will be correspondingly applicable, as nearly as may
reasonably be, to such securities and other property.
The provisions of this paragraph 3.3 will apply to
successive consolidations, mergers, sales or
conveyances. Notice of any such consolidation, merger,
sale or conveyance, and of said provisions so proposed
to be made, will be mailed to the Holder not less than
twenty (20) days prior to such event. A sale of all or
substantially all of the assets of the Company for a
consideration consisting primarily of securities will
be deemed a consolidation or merger for the purposes of
this paragraph 3.3.
3.4 Adjustments. The Warrant Price will not be adjusted
unless such adjustment would require an increase or
decrease of at least $0.10. Any adjustments which are
not required to be made pursuant to the foregoing
sentence will be carried forward and taken into account
in any subsequent adjustment. All calculations under
paragraph 3 will be made to the nearest cent or to the
nearest 1/100th of a share, as the case may be.
Anything in paragraph 3 to the contrary notwith-
standing, the Company will be entitled to make such
reductions in the Warrant Price, in addition to those
required by paragraph 3, as the Company deems to be
advisable so that any stock dividend, subdivision of
shares or distribution of rights to purchase stock or
securities convertible or exchangeable for stock
hereafter made by the Company to its shareholders will
not be taxable.
3.5 Certification of Adjustment. Whenever the Warrant
Price is adjusted as provided in paragraph 3 and upon
any modification of the rights of the Holder in
accordance with paragraph 3, the Chief Financial
4
Officer of the Company will certify promptly the
Warrant Price, the number of Warrant Shares after such
adjustment or modification, a brief statement of the
facts requiring such adjustment or modification and the
manner of computing the same, and will cause such
certificate to be delivered to the Holder.
4. Fully Paid Shares; Taxes. The shares of the Common Stock
represented by each certificate for Warrant Shares delivered upon
the exercise of this Warrant will, at the time of such delivery, be
validly issued and outstanding, fully paid and nonassessable, and
not subject to preemptive rights. The Company will take all such
actions as may be necessary to assure that the par value or stated
value, if any, per share of the Common Stock is at all times equal
to or less than the Warrant Price. The Company will pay, when due
and payable, any and all federal and state stamp, original issue or
similar taxes which may be payable in respect of the issuance of
any Warrant Share or certificate therefor.
5. Piggyback Right. Subject to the terms of this paragraph 5, if
at any time during the Exercise Period the Company proposes to
register shares of Common Stock for public sale in a firm
commitment underwriting for its own account under a Form X-0, Xxxx
X-0 or Form S-3 registration statement filed with the Securities
and Exchange Commission (the "Commission"), the Company will give
the Holder notice of such proposed registration at least twenty
(20) calendar days prior to the filing of a registration statement.
At the written request of the Holder delivered to the Company
within seven (7) calendar days after the receipt of the notice from
the Company, which request will state the Holder's intent to sell
all of the Warrant Shares then owned by the Holder, the Company
will use its reasonable efforts to register such Warrant Shares
under the same registration statement otherwise being filed by the
Company. The Company will use reasonable efforts to cause such
registration to become and remain effective so long as the Company
keeps such registration effective as to such other Common Stock
being sold for the account of the Company. All Warrant Shares
registered pursuant to this paragraph 5 must be offered for sale in
the public offering by the same underwriter or underwriters that
are offering the other shares of the Common Stock being registered.
The Company may withdraw the registration statement at any time
before it becomes effective or postpone the offering without
obligation to or the consent of the Holder.
5.1 Shares Includible. The Company will not be required to
include any of the Warrant Shares in any such regis-
tration statement unless the Holder accepts the terms
of the underwriting as agreed upon between the Company
and the managing underwriter or underwriters, and then
only in such quantity as will not, in the opinion of
the managing underwriters, jeopardize the success of
5
the offering by the Company. If the total amount of
Warrant Shares requested to be included in the regis-
tration statement by the Holder and other shareholders
of the Company that request the inclusion of securities
of the Company in such registration statement (the
"Other Shareholders") exceeds the amount of securities
that the managing underwriters reasonably believe
compatible with the success of the offering, the
Company will be required to include only so many of the
Warrant Shares held by the Holder and other securities
of the Company held by the Other Shareholders as the
managing underwriters believe will not jeopardize the
success of the offering. In such event, the Warrant
Shares and other securities of the Company held by the
other Shareholders to be included will be apportioned
pro rata among the Holder and the Other Shareholders
according to the amounts of Warrant Shares and other
securities of the Company held by the Other Share-
holders so requested to be included in the registration
statement or in such other proportions as mutually
agreed by the Holder and the Other Shareholders. No
reduction will be made with respect to the securities
offered by the Company or any shareholders whose shares
are included in such registration statement other than
pursuant to piggyback registration rights.
5.2 Expiration of Right. The right to participate in a
registration with the Company pursuant to paragraph 5
will be exercisable by the Holder only on one (1)
occasion. The Holder's rights under this paragraph 5
will expire and terminate at the earlier of (a) the
date the Holder receives from counsel for the Company
a written opinion of such counsel that the Holder has
the right, pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Act"), to sell
as of the date of such opinion, any portion of the
Warrant Shares then held and/or purchasable upon the
exercise of this Warrant by the Holder or (b) upon a
registration statement being declared effective by the
Commission in which the Company has included at least
fifty percent (50%) of the Warrant Shares within the
coverage of such registration statement.
5.3 Actions by Company. Whenever the Company includes
Warrant Shares in a registration statement, the Company
will (a) furnish the Holder of Warrant Shares included
in such registration statement and each underwriter of
such Warrant Shares the number of copies of a current
prospectus, including the preliminary prospectus,
conforming to the requirements of Section 10 of the Act
(and such other documents as each such Holder or each
6
such underwriter may reasonably request), as such
Holder(s) and underwriter(s) may reasonably require in
order to effectuate the offer and sale of the Warrant
Shares included in such registration statement; (b) use
its reasonable efforts to register or qualify such
Warrant Shares under the blue sky laws (to the extent
applicable) of such jurisdiction or jurisdictions which
the Company deems appropriate or necessary; provided,
however, that the Company will not be obligated to
register or qualify any Warrant Shares under those
"blue sky" securities laws which the Company deems are
unduly burdensome in connection with such registration
or qualification of Warrant Shares in such state; and
(c) take such other actions as may be reasonably
necessary or advisable to enable such Holder(s) and
such underwriters to consummate the sale or
distribution in such jurisdiction or jurisdictions in
which such Holder(s) reasonably requests that the
Warrant Shares be sold; provided, however, that the
Company will not be required to qualify as a foreign
corporation or broker-dealer in any jurisdiction or to
file a consent to service of process in any
jurisdiction in any action other than one arising out
of the offering or sale of the Warrant Shares.
5.4 Payment of Expenses. The Company will pay all expenses
incurred in connection with any registration of the
offer and sale of the Warrant Shares pursuant to the
provisions paragraph 5 of this Agreement, except the
Holder will pay (a) all underwriting discounts and
concessions, brokerage commissions, applicable
insurance and transfer taxes relating to the sale of
the Warrant Shares, and (b) all fees and expenses
incurred by counsel for the Holder in connection with
such registration.
6. Indemnification. If the Company includes any Warrant Shares
in a registration statement filed by the Company with the
Commission, the Company and the Holder agree as follows:
6.1 By the Company. Except provided in paragraph 6.1.2,
the Company will indemnify and hold harmless the Holder
and each other entity or person, if any, controlling
the Holder (a "Controlling Person") within the meaning
of either Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), against any Stockholder Liability (as defined
below) to which the Holder or the Controlling Party
becomes subject under the Act.
7
6.1.1 Stockholder Liability. As used in this
paragraph 6.1 and subject to paragraph 6.1.2
below, the term "Stockholder Liability" means
any losses, claims, damages or liabilities
under the Act with respect to the registration
statement, including any preliminary
prospectus or final prospectus and any
amendments or supplements thereto, arising out
of or based upon (a) any untrue or alleged
untrue statement of material fact contained
therein or (b) the omission or alleged
omission to state therein a material fact
required to be stated therein, or necessary to
make the statements therein not misleading.
6.1.2 Exception to Indemnity. The indemnity
agreement contained in paragraph 6.1 will not
apply to (a) amounts paid in settlement of any
Stockholder Liability if such settlement is
effected without the consent of the Company,
which consent will not be unreasonably
withheld or (b) any Stockholder Liability to
the extent that the Stockholder Liability
arises out of, or is based upon, any untrue
statement or alleged untrue statement or
omission or alleged omission made in
connection with the registration statement,
preliminary or final prospectus, or amendments
or supplements thereto, in reliance upon, and
in conformity with, written information
furnished to the Company for use in connection
with the registration statement by the Holder
or Controlling Party.
6.2 By the Holder. Except as otherwise provided in
paragraph 6.2.2, the Holder will indemnify and hold
harmless the Company, each of its directors, each of
its officers who have signed the registration statement
that includes Warrant Shares, each person, if any, who
controls the Company within the meaning of the Act or
the Exchange Act, and each agent and underwriter for
the Company against any Company Liability (as defined
below) to which the Company or any such director,
officer, Controlling Person, agent or underwriter may
become subject under the Act.
6.2.1 Company Liability. As used in this paragraph
6.2 and subject to paragraph 6.2.2 below, the
term "Company Liability" means any losses,
claims, damages or liabilities with respect to
the registration statement, including any
8
preliminary or final prospectus and any
amendments or supplements thereto, arising out
of or based upon (a) any untrue statement or
alleged untrue statement of a material fact
contained therein; or (b) the omission or
alleged omission to state therein a material
fact required to be stated therein or
necessary to make the statements therein not
misleading, in each case to the extent, but
only to the extent, that such untrue statement
or omission or alleged untrue statement or
omission was made in reliance upon, and in
conformity with, written information furnished
by, or on behalf of, the Holder for use in
connection with such registration statement.
6.2.2 Exception to Indemnity. The indemnity
agreement contained in this paragraph 6.2 will
not apply to amounts paid in settlement of any
Company Liability if such settlement is
effected without the consent of the Holder,
which consent will not be unreasonably
withheld. The indemnification obligation of
the Holder will be limited to an amount equal
to the proceeds to the Holder of the Warrant
Shares sold pursuant to the registration
statement.
7. Indemnification Procedure. Upon receipt of notice of the
commencement of any action, a person (an "Indemnified Party")
entitled to indemnification pursuant to paragraph 6 of this Warrant
will notify in writing the indemnifying party if a claim in respect
thereof is to be made against the indemnifying party under
paragraph 6. The failure to notify promptly the indemnifying party
will relieve the indemnifying party from any liability to the
Indemnified Party under paragraph 6.
7.1 Defense by Indemnifying Party. If any action is
brought against an Indemnified Party and the
Indemnified Party notifies the indemnifying party of
the commencement of such action, the indemnifying party
will have the option to assume all or any part of the
defense of such action, either alone or jointly with
any other indemnifying party. If the indemnifying
party assumes all or any part of such defense, the
indemnifying party's counsel will be reasonably
satisfactory to the Indemnified Party. After notice
from the indemnifying party to the Indemnified Party of
its election to assume the defense of such action, the
indemnifying party will not be liable to the
Indemnified Party under paragraph 6 for any legal or
9
other expenses subsequently incurred by the Indemnified
Party in connection with the defense of such action,
except as provided in paragraph 7.2.
7.2 Expenses; Conflict. The Indemnified Party will have
the right to participate in the defense of, and to
employ separate counsel in, any action in which the
indemnifying party assumes the defense. The fees and
expenses of such counsel will be paid by the
Indemnified Party, except that the indemnifying party
will pay such reasonable fees and expenses of such
counsel if, subject to the limitations contained in
paragraph 7.3 below: (a) the employment of such counsel
has been specifically authorized in writing by the
indemnifying party and the indemnifying party has
agreed, in writing, to pay such fees and expenses, or
(b) an Indemnified Party or parties and the
indemnifying party are the named parties to any such
action (including any impleaded parties) and (i) the
Indemnified Party has been advised by counsel for the
indemnifying party that there are defenses available to
the Indemnified Party that the indemnifying party or
its counsel refuses to accept or (ii) counsel for the
indemnifying party reasonably determines that there may
be a conflict between the position of the indemnifying
party and the Indemnified Party in conducting the
defense of such action. In the event of (b) above,
counsel for the Indemnified Party (at the indemnifying
party's expense) will be entitled to conduct only that
part of the Indemnified Party's or parties' defense
that counsel for the indemnifying party declines to, or
cannot, conduct because of the foregoing reasons.
7.3 Counsel for Indemnifying Parties. The indemnifying
party or parties will not, in connection with any one
such action or separate, but substantially similar or
related actions in the same jurisdiction and arising
out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more
than one separate firm of attorneys for all such
Indemnified Party or parties.
8. Representations; Investment Intent; Transferability. By
acceptance of this Warrant, the Holder represents and warrants
that (a) no public distribution of this Warrant or the Warrant
Shares will be made in violation of the provisions of the Act, and
(b) during such period as delivery of a prospectus with respect to
this Warrant or the Warrant Shares may be required by the Act, no
public distribution of this Warrant or the Warrant Shares will be
made in a manner or on terms different from those set forth in, or
without delivery of, a prospectus then meeting the requirements of
10
Section 10 of the Act and in compliance with all applicable state
securities laws. The Holder further agrees that if any
distribution of this Warrant or any of the Warrant Shares is
proposed to be made otherwise than by delivery of a prospectus
meeting the requirements of Section 10 of the Act, such action will
be taken only after receipt by the Company of an opinion of its
counsel, to the effect that the proposed distribution will not be
in violation of the Act or of applicable state law. Furthermore,
as a condition to the transfer of this Warrant, any transferee of
this Warrant will deliver to the Company the transferee's written
agreement to accept and be bound by all of the terms and conditions
contained in this Warrant.
8.1 Investment Intent; Legend. By acceptance of this
Warrant, the Holder represents and warrants that this
Warrant is being acquired, and all Warrant Shares to be
purchased upon the exercise of this Warrant will be
acquired, by the Holder solely for the account of the
Holder and not with a view to the fractionalization and
distribution thereof, and will not be sold or
transferred except in accordance with the applicable
provisions of the Act and the rules and regulations
promulgated thereunder. The Holder represents and
warrants that neither this Warrant nor any of the
Warrant Shares may be sold or transferred except under
cover of a registration statement under the Act which
is effective and current with respect to such Warrant
Shares or pursuant to an opinion of counsel reasonably
satisfactory to the Company that registration under the
Act is not required in connection with such sale or
transfer. Any Warrant Shares issued upon exercise of
this Warrant will bear a legend to the following
effect:
The securities represented by this certificate
have not been registered under the Securities
Act of 1933, as amended (the "Act"), or
qualified under applicable state securities
laws, and are restricted securities within the
meaning of the Act. Such securities may not be
sold or transferred, except pursuant to a
registration statement under such Act and
qualification under applicable state securities
laws which are effective and current with
respect to such securities or pursuant to an
opinion of counsel reasonably satisfactory to
the issuer of such securities that registration
and qualification are not required under
applicable federal or state securities laws or
an exemption is available therefrom.
11
8.2 Restriction on Transfer Under the Act. The Holder
understands that under the Act, this Warrant and the
Warrant Shares must be held indefinitely unless they
are subsequently registered under the Act or unless an
exemption from such registration is available with
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares. The Holder agrees that
the Company may refuse to permit the sale, transfer or
disposition of this Warrant or any of the Warrant
Shares unless there is in effect a registration
statement under the Act and any applicable state
securities law covering such transfer or the Holder
furnishes an opinion of counsel, reasonably
satisfactory to counsel for the Company, to the effect
that such registration is not required.
9. Nasdaq; Boston Stock Exchange. Notwithstanding anything
herein to the contrary, this Warrant may not be exercised by the
Holder until the Company has listed the Warrant Shares with the
National Association of Securities Dealers Automated Quotation
system ("Nasdaq") and the Boston Stock Exchange (the "Exchange").
The Company will use reasonable efforts to list the Warrant Shares
with the Nasdaq and the Exchange.
10. Loss, etc., of Warrant. Upon receipt of evidence satisfactory
to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and
cancellation of this Warrant if mutilated, and upon reimbursement
of the Company's reasonable incidental expenses, the Company will
execute and deliver to the Holder a new Warrant of like date, tenor
and denomination.
11. Warrant Holder Not Shareholder. Prior to the exercise of this
Warrant pursuant to the terms hereof, this Warrant will not confer
upon the Holder (a) any right to vote the Warrant Shares or to
consent to or receive notice as a shareholder of the Company with
respect to any matters whatsoever or (b) any other rights or
liabilities as a shareholder.
12. Notices. Except as otherwise specified herein, all notices,
requests, demands and other communications required or desired to
be given hereunder will only be effective if given in writing, by
hand or fax, by certified or registered mail, return receipt
requested, postage prepaid, or by U. S. Express Mail service, or by
private overnight mail service (e.g., Federal Express). Any such
notice will be deemed to have been given (a) on the business day
actually received if given by hand or by fax, (b) on the business
day immediately subsequent to mailing, if sent by U.S. Express Mail
service or private overnight mail service, or (c) five (5) business
days following the mailing thereof, if mailed by certified or
12
registered mail, postage prepaid, return receipt requested, and all
such notices will be sent to the following addresses (or to such
other address or addresses as a party may have advised the other in
the manner provided in this paragraph to:
If to the Company: Perma-Fix Environmental
Services, Inc.
0000 Xxxxxxxxx 00xx Xxxxx
Xxxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxxxxxxxx
If to the Holder: Xxxxx Xxxxxx
Piedmont Consulting, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
13. Headings. The headings of this Warrant are inserted as a
matter of convenience and will not affect the construction or
interpretation hereof.
14. Applicable Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware
without giving effect to the principles of conflicts of law
thereof.
15. Survival of Representations. All representations and
warranties contained herein will survive the execution of this
Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its President and its corporate seal to be affixed hereto
and attested by its Secretary this 25th day of July, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By_________________________________
Xx. Xxxxx X. Xxxxxxxxxx, President
(the "Company")
_____________________________________
XXXXX XXXXXX, an individual
("the Holder")
MBEN\N-P\PESI\WARRANTS\JULY97.3
13
SUBSCRIPTION
The undersigned, ____________________________________,
pursuant to the provisions of the foregoing Warrant, hereby agrees
to subscribe for and purchase _____________ shares of the Common
Stock of Perma-Fix Environmental Services, Inc. covered by said
Warrant, and makes payment therefor in full at the price per share
provided by said Warrant.
Dated: _______________ Signature __________________________
Address ____________________________
ASSIGNMENT
FOR VALUE RECEIVED __________________ hereby sells,
assigns and transfers unto _______________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint _________________, attorney, to transfer
said Warrant on the books of Perma-Fix Environmental Services, Inc.
Dated: _______________ Signature __________________________
Address ____________________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED ___________________ hereby assigns
and transfers unto ___________________________ the right to
purchase ___________ shares of the Common Stock of Perma-Fix
Environmental Services, Inc. by the foregoing Warrant, and a
proportionate part of said Warrant and the rights evidenced hereby,
and does irrevocably constitute and appoint __________________,
attorney, to transfer that part of said Warrant on the books of
Perma-Fix Environmental Services, Inc.
Dated: _______________ Signature __________________________
Address ____________________________
MBEN\N-P\PESI\WARRANTS\JULY97.3
14
