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.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Warrant for the Purchase of Shares of Common Stock
No. 11-12-97 100,000 shares of
Common Stock
FOR VALUE RECEIVED, PERMA-FIX ENVIRONMENTAL SERVICES, INC., a
Delaware corporation (the "Company"), hereby certifies that
DIONYSUS LIMITED ("Dionysus"), 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 from the date of this Warrant and ending at 5:00 p.m.
Eastern Daylight Savings Time on November 12, 2002 (the "Exercise
Period"), up to one hundred thousand (100,000) fully paid and
nonassessable shares of the Company's common stock, par value $.001
per share ("Common Stock"), at a purchase price of $1.70 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 share shall be
subject to adjustments from time to time as hereinafter provided in
this Warrant. This Warrant and all warrant of like tenor which may
be issued by the Company in exchange or substitution for, or upon
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 Warrant Shares upon 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
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
2
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
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
3
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.
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.
-4-
5. Investment Representation and Transferability.
5.1 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
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, 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.
5.2 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.
5.3 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
-5-
respect to any proposed transfer or disposition of the
Warrant or the Warrant Shares.
6. 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.
7. 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.
8. 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 8) to:
If to the Company: Perma-Fix Environmental
Services, Inc.
0000 Xxxxxxxxx 00xx Xxxxx
Xxxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxxxx
Chief Executive Officer
Fax No.: (000) 000-0000
If to the Holder: Dionysus Limited
P. O. Box 175
100 Market Street
Xxxxxxx, Isle of Man
IM99 ITT
Attention: Xxxxxx Xxxxx
Managing Director
Fax No.: 000 00 0000 000000
-6-
9. Headings. The headings of this Warrant have been inserted as
a matter of convenience and shall not affect the construction
hereof.
10. 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.
IN WITNESS WHEREOF, this Warrant has been signed by the
parties hereto this _____ day of November, 1997.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By______________________________
Xx. Xxxxx X. Xxxxxxxxxx
Chief Executive Officer
(the "Company")
DIONYSUS LIMITED
By______________________________
Xxxxxx Xxxxx
Managing Director
(the "Holder")
tsb warrants/11-12-97
-7-
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_________________________
-8-
