NEITHER THIS
SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE
TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
COMMON STOCK PURCHASE
WARRANT
To Purchase 135,000
Shares
of Common Stock of
PERMA-FIX ENVIRONMENTAL SERVICES,
INC.
THIS COMMON STOCK PURCHASE WARRANT (the
“Warrant”) CERTIFIES that, for value received, WILLIAM
N. LAMPSON, an individual (the “Holder”), is entitled,
upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after six
months from the date of issuance of this Warrant (the
“Initial Exercise Date”) and on or prior to the second
anniversary of the date of this Warrant (the “Termination
Date”) but not thereafter, to subscribe for and purchase from
Perma-Fix Environmental Services, Inc., a Delaware corporation (the
“Company”), up to 135,000 shares (the “Warrant
Shares”) of common stock, par value $0.001 per share, of the
Company. The purchase price of one share of common stock
(the “Exercise Price”) under this Warrant is $1.50 ,
s ubject to adjustment hereunder. The Exercise Price
and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein.
This Warrant shall be subject to, and the capitalized terms used
and not otherwise defined herein shall have the meanings set forth
in, that certain Loan and Securities Purchase Agreement (the
“Purchase Agreement”), dated May 8, 2009, between, the
Company, the Holder and Diehl Rettig, an individual.
1.
Title to Warrant . Prior to the Termination Date
and subject to compliance with applicable laws and paragraph 7 of
this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the
Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form
annexed hereto properly endorsed; provided, however, that the
assignee is an accredited investor, as such term is defined in Rule
501 promulgated under the Securities Act of 1933, as amended (the
Securities Act”). The transferee shall sign an
investment letter in form and substance reasonably satisfactory to
the Company.
2.
Authorization of Shares . The Company covenants
that all Warrant Shares which may be issued upon the exercise of
the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges in respect of the issue thereof
(other than taxes in respect of any transfer occurring
contemporaneously with such issue).
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Procedure . Exercise of the purchase rights
represented by this Warrant may be made at any time or times on or
after the Initial Exercise Date and on or before the Termination
Date by satisfying each of the following:
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delivery to the
Company of a duly executed facsimile copy of the Notice of Exercise
Form attached hereto;
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surrender of
this Warrant to the Company and receipt by the Company of this
Warrant within 10 days of the date the Notice of Exercise is
delivered to the Company;
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receipt by the
Company of payment of the aggregate Exercise Price of the shares to
be purchased, with such payment made by wire transfer or
cashier’s check drawn on a United States bank;
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receipt by the
Company of such written investment representations and warranties
by the Holder as the Company may reasonably request in accordance
with paragraph 7 of the Purchase Agreement.
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This Warrant
will be deemed to have been exercised (the “Exercise
Date”) on the later of (x) the date the Notice of Exercise is
delivered to the Company by facsimile copy, (y) the date this
Warrant is received by the Company, and (z) the date the Exercise
Price is received by the Company.
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Issuance of
Warrant Shares . Certificates representing the
shares of common stock purchased hereunder will be delivered to the
Holder within 10 Trading Days following the Exercise Date
(“Warrant Share Delivery Date”). The Warrant
Shares shall be deemed to have been issued, and Holder or any other
person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of
the date the Exercise Date. If the Company fails to
deliver to the Holder a certificate or certificates representing
the Warrant Shares pursuant to this paragraph 3.2 within 20 Trading
Days following the Warrant Share Delivery Date, then the Holder
will have the right to rescind such exercise. If this
Warrant shall have been exercised in part, the Company shall, at
the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased Warrant
Shares called for by this Warrant, which new Warrant shall in all
other respects be identical with this Warrant.
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Charges,
Taxes and Expenses . Issuance of certificates for
Warrant Shares shall be made without charge to the Holder for any
issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in
the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that if certificates for Warrant
Shares are to be issued in a name other than the name of the
Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by
the Holder; and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer
tax incidental thereto.
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4.
No Fractional Shares or Scrip . No fractional
shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a
share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price.
5.
Transfer, Division and Combination .
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Transfer . Subject to compliance with any
applicable securities laws and the conditions set forth in
paragraphs 1 and 5.4 hereof and to the provisions of paragraph 7.7
of the Purchase Agreement, this Warrant and all rights hereunder
are transferable, in whole or in part, upon surrender of this
Warrant at the principal office of the Company, together with a
written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Promptly following
such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be
cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.
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Division;
Combination . This Warrant may be divided or
combined with other Warrants upon presentation hereof at the
aforesaid office of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to
be issued, signed by the Holder or its agent or
attorney. Subject to compliance with paragraph 5.1, as
to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or
Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.
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Issuance;
Records . The
Company shall prepare, issue and deliver at its own expense (other
than transfer taxes) the new Warrant or Warrants under this
paragraph 5. The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration
of transfer of the Warrants.
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Securities
Laws Compliance . If, at the time of the surrender of
this Warrant in connection with any transfer of this Warrant, the
transfer of this Warrant shall not be registered pursuant to an
effective registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such transfer, that:
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the Holder or
transferee of this Warrant, as the case may be, furnish to the
Company a written opinion of counsel (which opinion shall be in
form, substance an
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