-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GhbYm1cei4C/0MesYvu/OlrYWnhTejRPL/I1x81cyRtd6jwe4G6G2TwwRd1JOKve k/HkZGErFpSBs/XyMmErLw== 0000948600-98-000052.txt : 19980721 0000948600-98-000052.hdr.sgml : 19980721 ACCESSION NUMBER: 0000948600-98-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: FILED AS OF DATE: 19980717 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMA FIX ENVIRONMENTAL SERVICES INC CENTRAL INDEX KEY: 0000891532 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 581954497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11596 FILM NUMBER: 98668333 BUSINESS ADDRESS: STREET 1: 1940 NORTHWEST 67TH PLACE STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 BUSINESS PHONE: 3523951351 MAIL ADDRESS: STREET 1: 1940 NW 67TH PL STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 8-K 1 06-98 8K 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 30, 1998 _______________ PERMA-FIX ENVIRONMENTAL SERVICES, INC. _____________________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-11596 58-1954497 ________________ _________________ ___________________ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1940 N.W. 67th Place, Suite A, Gainesville, Florida 32653 ________________________________________________ _________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (352) 373-4200 ________________ Not applicable _________________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. ____________ Pursuant to the terms of a Private Securities Subscription Agreement ("Subscription Agreement"), effective as of June 30, 1998, between Perma-Fix Environmental Services, Inc. (the "Company") and RBB Bank Aktiengesellschaft, located in Graz, Austria ("RBB Bank"), the Company issued to RBB Bank 3,000 shares of newly created Series 10 Class J Convertible Preferred Stock, par value $.001 per share ("Series 10 Preferred"), at a price of $1,000 per share, for an aggregate sales price of $3,000,000. The sale to RBB Bank was made in a private placement under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and/or Rule 506 of Regulation D under the Act. The Series 10 Preferred has a liquidation value equal to $1,000 per outstanding share of Series 10 Preferred (the "Liquidation Value"), and has a liquidation preference over the Company's Common Stock, par value $.001 per share ("Common Stock"), equal to the aggregate Liquidation Value for all of the then outstanding shares of Series 10 Preferred plus an amount equal to all unpaid dividends accrued thereon. The Series 10 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 dividends or other distributions 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 10 Preferred 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. 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 National Association of Securities Dealers Automated Quotation system ("NASDAQ"), or if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national securities exchange, the average closing bid price of the Common Stock as quoted on such national securities exchange, for the five (5) trading days immediately 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 10 Preferred may convert into Common Stock any or all of the Series 10 Preferred on and after 180 days after June 30, 1998. The conversion price per outstanding share of Preferred Stock ("Conversion Price") is $1.875; except that if the average of the closing bid price per share of Common Stock quoted on the NASDAQ (or the closing bid price of the Common Stock as quoted on the national securities exchange if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national securities exchange) for the five (5) trading days immediately prior to the particular date on which the holder notified the Company of a conversion ("Conversion Date") is less than $2.34, then the Conversion Price for that particular conversion shall be eighty percent (80%) of the average of the closing bid price of the Common Stock on the NASDAQ (or if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national securities exchange then eighty percent (80%) of the average of the closing bid price of the Common Stock on the national securities exchange) for the five (5) trading -2- days immediately prior to the particular Conversion Date. As of June 30, 1998, the closing price of Common Stock on the NASDAQ was $1.875 per share. As part of the sale of the Series 10 Preferred, the Company also issued to RBB Bank (a) a warrant entitling the holder to purchase up to an aggregate of 150,000 shares of Common Stock at an exercise price of $2.50 per share of Common Stock expiring three (3) years after June 30, 1998 and (b) a warrant entitling the holder to purchase up to an aggregate of 200,000 shares of Common Stock at an exercise price of $1.875 per share of Common Stock and expiring three (3) years after June 30, 1998. Collectively, these warrants are referred to herein as the "RBB Warrants." The Common Stock issuable upon the conversion of the Series 10 Preferred and upon the exercise of the RBB 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 10 Preferred for working capital and/or to reduce the outstanding balance of its credit facilities, subject to the Company reborrowing under such credit facilities. In addition to the 2,200,000 shares of Common Stock which have been reserved for issuance upon conversion of the Series 10 Preferred, and in payment of dividends accrued thereon and upon exercise of the RBB Warrants, RBB Bank may also be considered to be the beneficial owner of approximately 7,958,687 shares of the Company's Common Stock consisting of (a) 931,786 shares of Common Stock held directly by RBB Bank; (b) 4,051,335 shares of Common Stock issuable upon conversion of 6,500 shares of other series of convertible preferred stock previously issued by the Company to RBB Bank, subject to variation depending upon, among other things, the market price per share of Common Stock at the time of conversion and various terms and conditions of the preferred; (c) 319,316 shares of Common Stock which may be issued in payment of dividends accrued on such 6,500 shares of convertible preferred stock; and, (d) 2,656,250 shares of Common Stock that RBB Bank has the right to acquire upon exercise of various warrants previously issued by the Company to RBB Bank, consisting of (i) warrants entitling the holder to purchase up to an aggregate of 1,000,000 shares of Common Stock at an exercise price of $2.00 per share of Common Stock; (ii) warrants entitling the holder to purchase up to an aggregate of 1,000,000 shares of Common Stock at an exercise price of $3.50 per share of Common Stock; (iii) warrants entitling the holder to purchase up to an aggregate of 375,000 shares of Common Stock at an exercise price of $1.875 per share of Common Stock; and, (iv) warrants entitling the holder to purchase up to an aggregate of 281,250 shares of Common Stock at an exercise price of $2.125 per share of Common Stock. If RBB Bank were to obtain 10,158,687 shares of Common Stock through exercise of all of its warrants and conversion of all of its preferred stock into Common Stock it would hold approximately 47.9% of the outstanding Common Stock of the Company based upon 12,001,746 shares of Common Stock issued and outstanding as of July 17, 1998 (excluding 920,000 shares held as treasury stock). The foregoing estimate assumes that no other shares of Common Stock are issued by the Company, no other warrants or options -3- granted by the Company and currently outstanding are exercised, the Company does not acquire additional shares of Common Stock as treasury stock, and RBB Bank does not dispose of any shares of Common Stock. In connection with the placement of Series 10 Preferred to RBB Bank, the Company paid fees (excluding legal and accounting) of $210,000 and issued to (a) Liviakis Financial Communications, Inc. ("Liviakis") for assistance with the placement of the Series 10 Preferred, warrants entitling the holder to purchase up to an aggregate of 1,875,000 shares of Common Stock, subject to certain anti-dilution provisions, at an exercise price of $1.875 per share of Common Stock, which warrants may be exercised after January 15, 1999, and which expire after four (4) years; (b) Robert B. Prag, an executive officer of Liviakis for assistance with the placement of the Series 10 Preferred, warrants entitling the holder to purchase up to an aggregate of 625,000 shares of Common Stock, subject to certain anti-dilution provisions, at an exercise price of $1.875 per share of Common Stock, which warrants may be exercised after January 15, 1999, and which expire after four (4) years; (c) JW Genesis Financial Corporation for assistance with the placement of the Series 10 Preferred, warrants entitling the holder to purchase up to an aggregate of 150,000 shares of Common Stock, subject to certain anti-dilution provisions, at an exercise price of $1.875 per share of Common Stock, which warrants expire after three (3) years; and (d) Fontenoy Investments for assistance with the placement of the Series 10 Preferred, warrants entitling the holder to purchase up to an aggregate of 350,000 shares of Common Stock, subject to certain anti-dilution provisions, at an exercise price of $1.875 per share of Common Stock, which warrants expire after three (3) years. Under the terms of each warrant, the holder is entitled to certain registration rights with respect to the shares of Common Stock issuable on the exercise of each warrant. -4- Item 7. Financial Statements and Exhibits. _________________________________ (c) Exhibits. 4.1 Private Securities Subscription Agreement, dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 4.2 Certificate of Designations of Series 10 Class J Convertible Preferred Stock, dated July 16, 1998. 4.3 Specimen copy of Certificate relating to the Series 10 Class J Convertible Preferred Stock. 4.4 Common Stock Purchase Warrant ($2.50) dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 4.5 Common Stock Purchase Warrant ($1.875) dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 4.6 Consulting Agreement dated effective June 30, 1998, between the Company and Liviakis Financial Communications, Inc. 4.7 Common Stock Purchase Warrant ($1.875) effective June 30, 1998, between the Company and Liviakis Financial Communications, Inc. 4.8 Common Stock Purchase Warrant ($1.875) effective June 30, 1998, between the Company and Robert B. Prag. * * * * * * * -5- 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: July 17, 1998 -6- Exhibit Index Exhibit Sequential No. Description Page No. _______ ___________ __________ 4.1 Private Securities Subscription Agreement, dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 8 4.2 Certificate of Designations of Series 10 Class J Convertible Preferred Stock, dated July 16, 1998. 27 4.3 Specimen copy of Certificate relating to the Series 10 Class J Convertible Preferred Stock. 37 4.4 Common Stock Purchase Warrant ($2.50) dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 38 4.5 Common Stock Purchase Warrant ($1.875) dated June 30, 1998, between the Company and RBB Bank Aktiengesellschaft. 45 4.6 Consulting Agreement dated effective June 30, 1998, between the Company and Liviakis Financial Communications, Inc. 52 4.7 Common Stock Purchase Warrant ($1.875) effective June 30, 1998, between the Company and Liviakis Financial Communications, Inc. 63 4.8 Common Stock Purchase Warrant ($1.875) effective June 30, 1998, between the Company and Robert B. Prag. 76 EX-4 2 EXHIBIT 4.1 SUBSCRIPTION AGREEMENT PRIVATE SECURITIES SUBSCRIPTION AGREEMENT PERMA-FIX ENVIRONMENTAL SERVICES, INC. (Regulation "D") THIS PRIVATE SECURITIES SUBSCRIPTION AGREEMENT (hereinafter "Agreement") has been executed by the undersigned in connection with the purchase in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D as promulgated under the Act of certain Series 10 Class J Convertible Preferred Stock (hereinafter the "Preferred"), containing such terms, conditions, qualifications and restrictions as set forth in the Certificate of Designations attached hereto as Exhibit A ("Certificate of Designations), convertible into shares of the Company's (as defined below) common stock, par value $.001 per share (hereinafter "Shares"), and certain Warrants (hereinafter "Warrants") exercisable into Shares ("Warrant Shares"), from PERMA- FIX ENVIRONMENTAL SERVICES, INC., 1940 N.W. 67th Place, Gainseville, Florida, 32653, USA, a corporation organized under the laws of Delaware (hereinafter the "Company" or "Seller") by RBB Bank Aktiengesellschaft, a bank, located in Austria, organized under the laws of Austria, (hereinafter "Buyer"). Seller and Buyer (hereinafter collectively the "parties") each hereby represent, warrant and agree as follows: 1. AGREEMENT TO SUBSCRIBE; PURCHASE PRICE: (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Act and/or Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Act; and (ii) Buyer hereby subscribes for up to 3,000 shares of Preferred at a value of $1,000.00 per each share of Preferred for an aggregate amount of $3,000,000.00USD which Preferred shall contain such terms, provisions, and conditions pursuant to the Certificate of Designation attached as Exhibit A to and forming an integral part of this Agreement. The Buyer shall pay to the Company $3,000,000.00 for 3,000 shares of Preferred on the date the Preferred is duly executed by the Company and received in escrow by the Buyer's counsel (the "Closing Date"). (iii) The Company shall grant to the Buyer the following Warrants ("Warrants") to purchase up to an aggregate of 150,000 Shares of the Company, with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of Two Dollars and 50/100 ($2.50) per Share expiring three (3) years after the Closing Date and Warrants to purchase up to an aggregate of 200,000 shares 1 of the Company with each Warrant entitling the Buyer to purchase one Share at a warrant exercise price of One Dollar and 875/1000 ($1.875) per Share expiring three (3) years after the Closing Date; (a) On the Closing Date and upon receipt by the Company of the Three Million and No/100 Dollars ($3,000,000) for the 3,000 Shares of Preferred, the Company shall issue to the Buyer a Warrant to purchase up to One Hundred and Fifty Thousand (150,000) Shares at an exercise price of Two Dollars and 50/100 ($2.50) per Share, and, the Company shall issue to the Buyer a Warrant to purchase up to Two Hundred Thousand (200,000) Shares at an exercise price of One Dollar and 875/1000 ($1.875) per Share with the term of each Warrant being for a period of three (3) years from the Closing date; and Each Warrant shall be substantially in the form attached hereto as Exhibit B. 2. BUYER'S REPRESENTATIONS, COVENANTS: Buyer represents, warrants and covenants as follows: (i) Authorization: Such Buyer has full power and authority to enter into this Agreement, the Preferred and the Warrant (collectively, the "Transaction Documents") and that the Transaction Documents, when executed and delivered will constitute a valid and legally binding obligation of Buyer in accordance with their terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relation to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (ii) Purchase Entirely for Own Account: This Agreement is made by the Buyer in reliance upon Buyer's representation to the Company, which by such Buyer's execution of this Agreement Buyer hereby confirms, that the Preferred and Warrants to be purchased by the Buyer and the Shares issuable upon conversion and exercise thereof, (collectively, the "Securities") will be acquired for investment for Buyer's own account, and not with a view to resale or distribution of any part thereof. By execution of this Agreement, Buyer further represents that Buyer does not have any contract, undertaking, agreement or arrangement with any person, to sell, transfer or grant participation to such person or to any third person, with respect to any of the Securities (iii) Buyer is not a corporation, syndicate, partnership or other form unincorporated entity or corporation created solely to permit the purchase of the Securities, and Buyer is not purchasing the Securities as a result of an advertisement or general solicitation of the Securities, including an advertisement in printed media of general and regular paid circulation, radio or television. 2 (iv) The Buyer represents that it is an Accredited Investor as defined in Regulation D. (v) Buyer understands that the Securities may not be sold, transferred or otherwise disposed of without registration under the Act or an exemption therefrom. (vi) Buyer acknowledges that no person has made to Buyer any written or oral representations: (1) that any person will resell or repurchase the Securities; (2) that any person will refund the purchase price of the Securities; and (3) as to the future price or value of the Securities. (vii) Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Buyer has been advised that the Company has not retained any independent professionals to review or comment or otherwise protect the interests of the Buyer. Although the Company has retained its own counsel, neither the Company's counsel nor William S. Hechter, Esq., has acted on behalf of the Buyer and the Buyer should not rely on the Company's legal counsel or William S. Hechter, Esq., with respect to the transactions herein described; (viii) Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment; and (ix) Buyer acknowledges that it has (i) received copies of the Company's Form 10-K for the year ended December 31, 1997, Form 10-Q for the quarter ended March 31, 1998, and proxy soliciting material for the Company's 1998 annual meeting of shareholders (collectively the "Commission Filings") and (ii) been afforded (1) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (2) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (3) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the Securities and to verify the accuracy and completeness of the information as requested. 3 (x) Neither the Buyer nor its affiliates will sell the Company's Shares short. (xi) Certain Risk. In addition to the risks described in the Commission Filings, the Buyer recognizes that the purchase of the Preferred and Warrants involves a high degree of risk, in that (a) the Company has sustained losses every year since its inception, including the first quarter of 1998, 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 Preferred and Warrants; (d) an investor may not be able to liquidate his investment; (e) transferability of the Preferred and Warrants is extremely limited; (f) in the event of a disposition an investor could sustain the loss of his entire investment; (g) the Preferred and Warrants represent non-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 Shares are presently quoted and traded on the Boston Stock Exchange ("BSE") and the Nasdaq SmallCap Market ("NASDAQ") and while the Buyer is the beneficial owner of other series of convertible preferred stock and is beneficiary of certain registration rights provided herein, the Securities subscribed for and that are purchased under this Agreement, the Shares to be received upon conversion of the Preferred, and the Shares to be acquired upon exercise of the Warrants (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 Preferred and Warrants 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 there is therefore no present public or other market for the Preferred and the Warrants nor can there by 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 of the NASDAQ or on any other organized market or quotation system. (xii) No Review by the SEC. The Buyer hereby acknowledges that this offering has not been reviewed by the SEC because this private placement is intended to be a nonpublic offering pursuant to Section 4(2) of the Act and/or Regulation D promulgated under the Act. (xiii) No Public Market. The Buyer understands that there is no public market for the Preferred or the Warrants. The Buyer understands that although there is presently a public market for the Shares, including the Shares issuable upon conversion of the Preferred or exercise of the Warrants, Rule 144 (the "Rule") 4 promulgated under the 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 Act. The Buyer understands and hereby acknowledges that the Company shall register the Shares under the Act, pursuant to the terms in Section 10 hereof. (xiv) Survival. The Buyer expressly acknowledges and agrees that all 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 Preferred and Warrants, the conversion of the Preferred, exercise of the Warrants and the sale of the "Shares". 3. SELLER'S REPRESENTATIONS: Seller represents and warrants as follows, except as otherwise disclosed in the Company's Commission Filings: (i) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to carry on its material business as now conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or the properties of the Company and its subsidiaries taken as a whole. The Company is not the subject of any pending or, to its knowledge, threatened or contemplated investigation or administrative or legal proceedings by the Internal Revenue Service, the taxing authorities of any State of local jurisdiction, or the Commission, or any State Securities Commission, or any other governmental entity which could have a material adverse effect in the Company and its subsidiaries taken as a whole. (ii) Seller has not conducted any general solicitation or general advertising (as defined in Regulation D) with respect to any of the Securities offered hereby; (iii) The Preferred, when issued and delivered pursuant to the terms of this Agreement, will have been duly authorized, executed, issued and delivered and will constitute valid and legally binding obligations of the Company in accordance with their terms, subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws now or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefore may be brought. 5 (iv) The Shares, when issued and delivered upon conversion of the Preferred, and exercise of the Warrants, in accordance with their terms and the terms of this Agreement, will be duly and validly authorized and issued fully paid and non- assessable and will not subject the holders thereof to personal liability by reason of being such holders. There are no preemptive rights of any shareholder or Seller with respect to the Shares contained in Seller's Certificate of Incorporation or any agreement to which Seller is a party. (v) This Agreement has been duly authorized, validly executed and delivered on behalf of Seller and is a valid and binding agreement of Seller in accordance with its terms and subject to (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws new or hereafter in effect relating to creditors' rights and (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable deficiencies and to the discretion of the court before which any proceedings thereafter may be brought. (vi) The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Seller of any of the terms or provisions of, or constitute default under, the certificate of incorporation (or charter) or by-laws of Seller, any indenture, mortgage, deed of trust or other material agreement or instrument to which Seller is a party or by which it or any of its proprietors or agents are bound, or any existing applicable decree, judgment or order of any court, federal or state regulatory body, administrative agency or governmental body having jurisdiction over Seller or any of it properties or assets the effect of which would have a material adverse effect on the Company and its subsidiaries taken as a whole; (vii) No authorization, approval or consent of or filing with any federal, state or local governmental body of the United States is legally required for the issuance and sale of the Preferred and (provided no commission or other remuneration is paid or given directly or indirectly by Seller for soliciting such conversion) the issuance of the Shares upon conversion of the Preferred in accordance with their terms, as contemplated by this Agreement; except the filing of a Form D with the Commission, the listing of the Shares with the BSE and the NASDAQ, and the filing of the Certificate of Designation with the Delaware Secretary of State; (viii) To the best of the Company's knowledge, the information contained in the Company's quarterly reports on Form 10-Q for the quarter ended March 31, 1998 and annual report on Form 10-K for the year ended December 31, 1997 ("Reports"), as filed with the Commission do not contain any untrue statement of material fact or omit any material fact necessary in order to make the statements therein, and in the light of the circumstances under which they are made are not misleading. Since March 31, 1998, there has been no material adverse development in the business, properties, 6 operations, financial condition or results of operations of Seller except as disclosed in the Reports. (ix) Seller will issue one or more certificates representing the Preferred in the name of Buyer that are purchased by the Buyer pursuant to the terms hereof, in such denominations to be specified by Buyer prior to closing and will issue one or more certificates representing the Shares in such denominations to be specified by the Buyer upon conversion of the Preferred. Seller further warrants that the Preferred and the Shares shall be transferable by the Buyer on the books and records of Seller as and to the extent provided in the Transaction Documents, subject to compliance with Federal and State securities laws. (x) Within twenty (20) days of the Closing Date the Company shall secure the listing of the Shares issuable on conversion of the 3,000 shares of Preferred purchased by the Buyer under Section 1(ii) and exercise of the Warrants issued to the Buyer hereunder ("Warrant Shares") upon the Nasdaq SmallCap Market or such national securities exchange or automated quotation system, if any, upon which Shares are then listed (subject to official notice of issuance) and shall maintain such listing of all Shares and Warrant Shares from time to time issuable upon conversion or exercise of the Preferred purchased by the Buyer hereunder and the Warrants issued to the Buyer hereunder. The Company will obtain and maintain the listing and trading of its Shares on the Nasdaq SmallCap Market or other national securities exchange or automated quotation system and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Nasdaq SmallCap Market or such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives regarding the continued eligibility of the Shares for listing on the Nasdaq SmallCap Market or other principal exchange or quotation system on which the Shares are then listed or traded. (xi) So long as a Buyer beneficially owns any Preferred or Warrants, the Company shall maintain its corporate existence in good standing under the laws of the jurisdiction in which it is incorporated and, prior to the registration statement referred to in Section 10(a) hereof being declared effective by the Commission, the Company shall not sell all or substantially all of the Company's assets, except in the event of a sale of all or substantially all of the Company's assets where the holders of such outstanding Preferred shall have the right to convert such Preferred, then outstanding, into the kind and amount of shares of stock or other securities and properly receivable upon such sale by a holder of the number of Shares into which such shares of Preferred, then outstanding, could have been converted into immediately prior to such sale. (xii) The Company has conducted, and shall conduct its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business (including without limitation, all applicable local, state and federal environmental laws and regulations), except where the failure to comply with such 7 laws, rules or regulations would not have a material adverse effect on the Company and its subsidiaries taken as a whole. (xii) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general and specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization and; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (xiv) The Company has maintained, and shall maintain liability, casualty and other insurance with responsible insurance companies against such risk of the types and in the amounts customarily maintained by companies of comparable size, and business to the Company. (xv) The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Preferred will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Preferred in accordance with this Agreement and the Certificate of Designations, Exhibit A, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company. (xvi) As of May 11, 1998, the Company has presently authorized 50,000,000 Shares of which 12,001,746 Shares are outstanding. (xvii) Except as disclosed in the Commission Filings, the Company is not involved in any litigation which if determined adversely to the Company, would have a material adverse effect upon the Company's and its subsidiaries taken as a whole. 4. USE OF PROCEEDS: As of the date hereof, the Company expects to use the proceeds from the issuance of the Preferred for working capital and/or to reduce the outstanding balance of its credit facilities, subject to the Company reborrowing under such credit facilities. 8 5. RESERVATION OF SHARES: The Company shall, at all times, reserve and have available all Shares (Conversion Shares) necessary to convert the entire amount of Preferred then outstanding, and to effect the exercise of the Warrants. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, all Shares needed to provide for the issuance of the Conversion Shares and Shares issuable upon exercise of the Warrants. If 2,200,000 Shares is insufficient to effect conversion of the entire amount of Preferred then outstanding and the Shares issuable upon exercise of the Warrants, the Company shall forthwith have authorized for the purpose of issuance sufficient additional Shares to effect conversion and exercise of the Warrants. 6. INSTRUCTIONS TO TRANSFER AGENT Upon the registration statement described in Section 10(a) being declared effective by the Commission, the Company shall, forthwith, issue instructions to its transfer agent to the effect that on the date the registration statement registering the Shares underlying the Preferred and Warrants is declared effective by the Commission, to issue, upon receipt by the Company of a Conversion Notice from the Buyer, the required number of Shares, subject to the Conversion Notice, provided that the number of Shares that the Transfer Agent shall be authorized to issue to the Buyer shall not exceed the number of Shares underlying the Preferred and Warrants that are covered by such registration statement and provided further that the registration statement covering such Shares is effective on the date of receipt of the Conversion Notice from the Buyer. 7. CLOSING: Preferred shall be delivered to Buyer and the funds therefor shall be delivered to Seller on this 30th day of June, 1998 (the "Closing"), or at such time to be mutually agreed. Seller shall execute the appropriate copies of the Transaction Documents (the "Seller's Closing Documents") and deliver the executed documents to Hechter and Associates, counsel for Buyer, with instructions to hold the documents in trust and not to release the documents to Buyer until advised to do so by Seller or Seller's counsel. Buyer shall execute the appropriate copies of the Transactions Documents (the "Buyer's Closing Documents") and deliver the executed documents to Conner & Winters, counsel for Seller, with instructions to hold the documents in trust and not to release the documents to Seller until advised to do so by Buyer or Buyer's counsel. Immediately after Buyer's counsel has received the Seller's Closing Documents executed by Seller, then Buyer shall pay to Seller the principal amount of the Preferred for which Buyer subscribed and 9 purchased (the "Purchase Price") as set forth in Section 1(ii) hereof. Buyer shall pay to Seller the Purchase Price, less all legal fees and expenses (not to exceed an aggregate of $22,000) and commissions (not to exceed 71/2% of that portion of the Purchase Price to be paid to Seller) by wire transfer of immediately available funds in accordance with the following instructions: Bank Name: Suntrust/North Central Florida ABA #: 063100727 Credit: Perma-Fix Environmental Services, Inc. Account #: 0050000117164 On the banking day that Seller has confirmed that its counsel has received the Buyer's Closing Documents and is credited with having received the Purchase Price (the "Closing Date"), the Seller shall advise Buyer. Immediately thereafter, and Seller shall advise Hechter & Associates to release the Seller's Closing Documents to Buyer and Buyer shall advise Conner & Winters, to release the Buyer's Closing Documents to Seller. The transaction Documents shall not be deemed to have been delivered except in accordance with the procedures described in this Section 7. If the Closing Date as to the 3,000 shares of Preferred to be acquired by the Buyer pursuant to Section 1(ii) hereof, does not occur before July 15, 1998 then either party may terminate this Agreement immediately upon written notice to the other party and all Transaction Documents shall be deemed to be null and void. 7a. CONDITIONS TO CLOSING: The obligation of the Buyer hereunder to purchase the Preferred at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and the Certificate of Designation, and the Preferred, and delivered the same to the Buyer. b. The Shares shall be authorized for quotation on the electronic bulletin board, over-the-counter market, AMEX, the NASDAQ SmallCap Market or The New York Stock Exchange, Inc., trading in the Shares shall not have been suspended for any reason. c. The Company shall request the approval for the issuance of the Securities from its lender, Congress Financial Corporation. If said approval is not received in writing within thirty (30) days of 10 the Closing Date, the Company shall forthwith repay the total amount invested of $3,000,000.00 plus interest calculated at 6% annually, from the date that the $3,000,000.00 is paid to the Company until repaid in full. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect. e. The Buyer shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer. f. As of the Closing Date, the Company shall have reserved out of its authorized and unissued Shares, 2,200,000 Shares for which are issuable upon conversion of the 3,000 shares of Preferred sold to the Buyer under Section 1(ii) hereof. 8. INDEMNIFICATION: In consideration of the Buyer's execution and delivery of this Agreement and acquiring the Preferred and Conversion Shares hereunder and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, indemnify and hold harmless the Buyer and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith, and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement and, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 9. RIGHT OF FIRST REFUSAL: The Company for a period expiring ninety (90) days after the Closing Date, hereby grants to the Buyer the right of first offer to purchase all (or any part) of New Securities (as defined herein) 11 which the Company may, from time to time, propose to sell and issue. This right of first offer shall be subject to the following provisions: In the event the Company proposes to issue New Securities, it shall give Buyer written notice of its intention, describing the type of New Securities, the price and the general terms upon which the Company proposes to issue the same. Buyer shall have three (3) days from the date of receipt of any such notice to agree to purchase such New Securities for the price and upon the general terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased. The sale of New Securities to Buyer shall be closed within ten (10) days of Buyer's notice to the Company agreeing to purchase such New Securities. In the event the Buyer fails to exercise the right of first offer with respect to all of the available New Securities proposed to be sold by the Company within said three (3) day period or in the event Buyer fails to close within ten (10) days of Buyer's notice to the Company agreeing to purchase such New Securities, the Company shall have 30 days thereafter to enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within 45 days from the date of said agreement), to sell the New Securities respecting which the Buyer's option was not exercised, at a price and upon general terms no more favourable to the purchasers thereof than specified in the Company's notice to the Buyer. In the event the Company has not entered into an agreement to sell the New Securities within said 30 day period (or sold and issued New Securities in accordance with the foregoing within 45 days from the date of said agreement), the Company shall not thereafter, during the period of Right of First Refusal, issue or sell any New Securities, without first offering such securities to the Buyer in the manner provided above. "New Securities" means any securities to be issued pursuant to Regulation D or S under the Act, except (i) securities issued pursuant to the acquisition of another business entity or segment of any such entity by the Company by merger, asset purchase, stock purchase or otherwise, (ii) any borrowing, direct or indirect, from financial institutions or other persons by the Company, whether or not presently authorized, including any type of loan or payment evidenced by any type of debt instrument, provided such borrowings do not have any equity features including warrants, options or other rights to purchase capital stock and are not convertible into capital stock of the Company (iii) securities issued to employees, consultants, officers or directors of the Company pursuant to any stock option, stock purchase or stock bonus plan, agreement or arrangement, (iv) securities issued to vendors or customers or to other persons in similar commercial situations with the Company, (v) securities issued in connection with obtaining lease financing, whether issued to a lessor, guarantor or other person, (vi) 12 securities issued in connection with any stock split, stock dividend or recapitalization of the Company, or (vi) securities issued in connection with corporate partnering transactions. 10. Registration Rights. In order to induce the Buyer to enter into this Agreement and purchase the Preferred and Warrants, the Company hereby convenants and agrees to grant to the Buyer the rights set forth in this Section 10 with respect to the registration of the Shares. 10a. Registration of Conversion Shares. Subject to the terms of Section 10 hereof, the Company agrees that within forty-five (45) days after the Closing Date hereof, it shall prepare and file with the Commission, a registration statement on Form S-3 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 Act, so as to permit a public offering and sale by the Buyer of up to 2,200,000 Shares issuable upon conversion of the 3,000 shares of Preferred to be initially sold to the Buyer hereunder and issuable as payment of dividends on the Preferred pursuant to the terms of the Preferred and the 350,000 Shares issuable upon exercise of the Warrants issued to the Buyer under Section 1(iii)(a). 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 Shares registered pursuant to this Section 10, the Company shall take such actions as shall be reasonably necessary to qualify the Shares 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 the sale of Shares covered by such registration statement; provided, however, that the Company shall not be required (i) to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) to subject itself to taxation in any such jurisdiction, or (iii) 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 Preferred itself, but only with respect to the underlying Shares issuable upon conversion of the Preferred, and exercise of the Warrants. In the event that the 2,200,000 Shares registered pursuant to this Section 10(a), are not sufficient to effect conversion of the outstanding Preferred sold to the Buyer, to pay all dividends, and to effect the exercise of the Warrants, than the Company shall within thirty (30) days file with the Commission all necessary documents to increase the number of Shares in the Company's registration statement in order to effect conversion of the outstanding Preferred sold to the Buyer, and to pay all dividends, and to effect the exercise of all Warrants. 10b. Current Registration Statement. Once effective, the Company shall use its reasonable efforts to cause any registration statement filed hereunder to remain current and effective for a period of two (2) years or until the Shares covered by such registration statement are sold by the Buyer, whichever is less. 13 The Buyer 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 Commission and to obtain any desired acceleration of the effective date of such registration statement. 10c. Penalty. The Company expressly agrees that in the event that it does not file with the Commission, the registration statement relative to the Shares referred to in Section 10(a) above within seventy-five (75) days after the Closing Date, or if the Commission has not declared the registration statement covering the 2,200,000 Shares referred in Section 10(a) hereof effective within one hundred and twenty (120) days after the Closing Date (Default), the Company shall pay to the Buyer in cash for such Default the penalties of 1.5% per month of the amount paid by the Buyer for the Preferred under this Agreement prorated, until the registration statement covering the 2,200,000 Shares is declared effective by the Commission. The cash penalty shall commence on the 121st day after the Closing Date. 10d. Other Provisions. In connection with the offering of any Shares registered pursuant to this Section 10, the Company shall furnish to the Buyer such number of copies of any final prospectus as it may reasonably request in order to effect the offering and sale of the Shares registered pursuant to this Section 10, and the Company shall (x) furnish to the underwriters (if any), at the Company's expense, unlegended certificates representing ownership of the Shares being sold in such denominations as requested and (y) instruct any transfer agent and registrar of the Shares to release immediately any stop transfer order, and to remove any restrictive legend with respect to Shares included in any registration becoming effective pursuant to this Agreement. 10e. 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 Shares under this Section 10, 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, Buyer shall be responsible for any and all underwriting discounts and commissions in connection with the sale of the Shares pursuant hereto and all fees of its legal counsel and other advisors retained in connection with reviewing any registration statement. 10f. 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 Section 10 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. 14 10g. Indemnification. i. The Company will indemnify and hold harmless the Buyer, its directors and officers, and any underwriter (as defined in the Act) for the Buyer and each person, if any, who controls the Buyer or such underwriter within the meaning of the Act, from and against, and will reimburse the Buyer and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such holder or any such underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement, referred to in Section 10(a) of this Agreement, 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, any untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Buyer, such underwriter or such controlling person in writing specifically for use in the reparation thereof. ii. The Buyer will indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expenses to which the Company or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement, or alleged untrue statement, any prospectus, as referred to in Section 10(a) of this Agreement, 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 Buyer specifically for use in the preparation thereof. 11. Securities Legends and Notices. Buyer represents and warrants that it has read, considered and understood that the following legends, substantially in the form and substance set forth below, shall be placed on all of the certificates representing the Preferred and Warrants: (i) 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 15 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, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. (ii) 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, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. 12. GOVERNING LAW: INTERPRETATION AN DISPUTES: This Agreement, and all exhibits attached, shall be governed by and construed under the laws of the State of Delaware and the laws applicable therein without regard to its choice of law principles. 16 All disputes shall be determined and litigated in the courts of Delaware. Any litigation based thereon, or arising out of, under, or in connection with, this Agreement shall be brought and maintained exclusively in the courts of the state of Delaware. The Company and the Buyer hereby expressly and irrevocably submit to the jurisdiction of the state and federal Courts of the state of Delaware for the purpose of any such litigation as set forth above and irrevocably agrees to be bound by any final judgment rendered thereby in connection with such litigation. The Company and the Buyer further irrevocably consents to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Delaware. The Company and the Buyer hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in any inconvenient forum. To the extent that the Company and the Buyer have or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property. The Company and the Buyer hereby irrevocably waives such immunity in respect of its obligations under this agreement and the other loan documents. Buyer and the Company hereby knowingly, voluntarily and intentionally waive any rights they may have to a trial by jury in respect of any litigation based hereon, or arising out of, under, or in connection with, this Agreement. The Company and the Buyer acknowledge and agree that they have received full and sufficient consideration for this provision and that this provision is a material inducement for the Company and the Buyer entering into this agreement. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and federal courts located in Delaware, and the parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding. 13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement among the parties hereof with respect to the subject matter hereof and supersedes any and all prior contemporaneous representations, warranties, agreements and understandings in connection therewith. This Agreement may be amended only by a writing executed by all parties hereto. This Agreement may be executed in counterparts and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original. 17 15. FULL NAME AND ADDRESS OF BUYER FOR REGISTRATION PURPOSES: NAME: RBB Bank Aktiengesellschaft ADDRESS: Burgring 16 8010 Graz, Austria TEL. No. 0043-316-8072-354 Fax. No. 0043-316-8072-392 CONTACT NAME: Herbert Straub, Headtrader 16. DELIVERY INSTRUCTIONS: (if different from Registration Name): NAME: _________________________________________ ADDRESS: _________________________________________ _________________________________________ TEL. No.: _________________________________________ FAX No.: _________________________________________ CONTACT NAME: _________________________________________ SPECIAL INSTRUCTIONS: _______________________________________ _______________________________________ 18 IN WITNESS WHEREOF, this Agreement was duly executed on the date first written below Dated this 30th day of the month of June, 1998. COMPANY Perma-Fix Environmental Services, Inc. NAME: 1940 N.W. 67th Place Gainseville, Florida BY: Dr. Louis F. Centofanti TITLE: President PERMA-FIX ENVIRONMENTAL SERVICES, INC. BY: /s/ Louis Centofanti _________________________________________ BUYER: RBB Bank Aktiengesellschaft ADDRESS: Burgring 16 8010 Graz, Austria BY: Herbert Straub TITLE: Headtrader RBB BANK AKTIENGESELLSCHAFT BY: /s/ Herbert Straub ___________________________________ 17 A:\sub4.1.wpd EX-4 3 EXHIBIT 4.2 CERTIFICATE OF DESIGNATIONS State of Delaware Office of the Secretary of State ________________________________ I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF "PERMA-FIX ENVIRONMENTAL SERVICES, INC.," FILED IN THIS OFFICE OF THE TENTH DAY OF JULY, A.D. 1998, AT 12 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. /s/ Edward J. Freel ___________________________________ Edward J. Freel, Secretary of State 2249849 8100 AUTHENTICATION: 9189453 981268436 DATE: 07-10-98 CERTIFICATE OF DESIGNATIONS OF RIGHTS AND PREFERENCES OF THE SERIES 10 CLASS J CONVERTIBLE PREFERRED STOCK OF PERMA-FIX ENVIRONMENTAL SERVICES, INC. We, being respectively the President and Secretary of Perma-Fix Environmental Services, Inc. a corporation organized and existing under the laws of the State of Delaware (hereinafter the "Corporation"), DO HEREBY CERTIFY: FIRST: That pursuant to authority expressly granted and vested in the Board of Directors of said Corporation under Section 151 of the Delaware General Corporation Law (the "GCL"), and the provisions of the Corporation's Restated Certificate of Incorporation, said Board of Directors, on June 30th, 1998 (the "Closing Date"), adopted the following resolution setting forth the designations, powers, preferences and rights of its Series 10 Class J Convertible Preferred Stock (the "Certificate of Designations"). RESOLVED: That the designations, powers, preferences and rights of the Series 10 Class J Convertible Preferred Stock be, and they hereby are, as set forth below: 1. Number of Shares of Common Stock of Series 10 Class J Convertible Preferred Stock The Corporation hereby authorizes the issuance of 3,000 (three thousand,) shares of Series 10 Class J Convertible Preferred Stock par value $.001 per share (the "Preferred Stock"). This Preferred Stock shall pay an annual dividend based on a 365 day calendar year of 4% of the Liquidation Value (as defined in Section 3 hereof) ("Dividend Rate"), payable semiannually within ten (10) business days after each subsequent June 30th and December 31st (each a "Dividend Declaration Date"), and shall be payable in cash or shares of the Corporation's par value $.001 per share common stock (Common Stock) at the Corporation's option. The first Dividend Declaration Date shall be December 31st, 1998. In the event that the Corporation elects to pay the accrued dividends due as of a Dividend Declaration Date on the outstanding shares of Preferred Stock in Common Stock of the Corporation, the Holder of each share of Preferred Stock shall receive that 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 Corporation's Common Stock as reported on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), or if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national ;1 securities exchange, the average closing bid price of the Common Stock as quoted on such national 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 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 Preferred Stock shall have been paid or declared and set aside for payment. 2. Voting. (a) Except as provided under Section 242 of the GCL, holders of Preferred Stock (the "Holders") shall not have the right to vote on any matter. Notwithstanding the provisions of Section 242 of the GCL or Section 4 hereof, 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 Section 242 of the GCL. 3. Liquidation. In the event of a voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the Holders of Preferred Stock shall be entitled to receive out of the assets of the Corporation legally available for distribution to holders of its capital stock, before any payment or distribution shall be made to holders of shares of Common Stock or any other class of stock ranking junior to the Preferred Stock, an amount per share of Preferred Stock equal to $1,000 (the "Liquidation Value") plus any accrued and unpaid dividends on the Preferred Stock. If upon such liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the Holders of Preferred Stock shall be insufficient to permit payment to the Holders of Preferred Stock of the amount distributable as aforesaid, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the Holders of Preferred Stock and shares of such other classes or series ranking on a parity with the shares of this Preferred Stock in proportion to the full distributable amounts for which holders of all such parity shares are entitled upon such distribution, liquidation, or winding up. Upon any such liquidation, dissolution or winding up of the Corporation, after the Holders of Preferred Stock shall have been paid in full the amounts to which they shall be entitled, the remaining net assets of the Corporation may be distributed to the holders of stock ranking on liquidation junior to the Preferred Stock and the Holders of the Preferred Stock shall have no right or claim to any of the remaining assets of the Corporation. Written notice of such liquidation, dissolution or winding up, stating a payment date, the amount of the liquidation payments and the place ;2 where said liquidation payments shall be payable, shall be given by mail, postage prepaid or by telex or facsimile to non-U.S. residents, not less than 10 days prior to the payment date stated therein, to the Holders of record of Preferred Stock, such notice to be addressed to each such Holder at its address as shown by the records of the Corporation. For purposes hereof the shares of Common Stock, shall rank on liquidation junior to the Preferred Stock. 4. Restrictions. The Corporation will not amend or modify the terms of its Restated Certificate of Incorporation so as to adversely alter or change the Preferred Stock at any time when shares of Preferred Stock are outstanding, without the approval of the Holders of at least a majority of the then outstanding shares of Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, except where the vote or written consent of the Holders of a greater number of shares of Common Stock of the Corporation is required by law or by the Corporation's Certificate of Incorporation, as amended. 5. Optional Conversion. The Holders of shares of Preferred Stock shall have the following conversion rights to convert the shares of Preferred Stock into shares of Common Stock of the Corporation: (a) Conversion Dates, The Holder of any share or shares of Preferred Stock may convert cumulatively any of such Preferred Stock at any time subsequent to 180 days after the Closing Date. (b) Right to Convert; Conversion Price. Subject to the terms hereof, as used herein, the term Conversion Price per outstanding share of Preferred Stock shall be One Dollar and 875/1000 ($1.875); except that after the expiration of one hundred and eighty (180) days after the Closing Date if the average of the closing bid price per share of Common Stock quoted on the NASDAQ (or the closing bid price of the Common Stock as quoted on the national securities exchange if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national securities exchange) for the five (5) trading days immediately prior to the particular date of each Conversion Notice (as defined below) is less than Two Dollars and 34/100 ($2.34), then the Conversion Price for that particular conversion shall be eighty percent (80%) of the average of the closing bid price of the Common Stock on the NASDAQ (or if the Common Stock is not listed for trading on the NASDAQ but is listed for trading on a national securities exchange then eighty percent (80%) of the average of the closing bid price of the Common Stock on the national securities exchange) for the five (5) trading days immediately prior to the particular date of the Conversion Notice. If any of the outstanding shares of Preferred Stock are converted, in whole or in part, into Common Stock pursuant to the terms of this Section 5(b), the number of shares of whole Common Stock to be issued to the Holder as a result of such conversion ;3 shall be determined by dividing (a) the aggregate Stated Value of the Preferred Stock so surrendered for conversion by (b) the Conversion Price in effect on the date of that particular Conversion Notice relating to such conversion. At the time of conversion of shares of the 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 on the shares of Preferred so converted to the date of the Conversion Notice relating to such 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 the Conversion Notice relating to such conversion of the shares of Preferred Stock so converted divided by the Stock Dividend Price, in effect at the date of the Conversion Notice relating to such conversion. (c) Conversion Notice. The right of conversion shall be exercised by the Holder thereof by telecopying or faxing an executed and completed written notice signed by an authorized representative of the Holder, ("Conversion Notice") to the Corporation that the Holder elects to convert a specified number of shares of Preferred Stock representing a specified Stated Value thereof into shares of Common Stock and by delivering by express courier the certificate or certificates of Preferred Stock being converted to the Corporation at its principal office (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Preferred Stock). The business date indicated on a Conversion Notice which is telecopied to and received by the Corporation in accordance with the provisions hereof shall be deemed a Conversion Date. The Conversion Notice shall include therein the Stated Value of shares of Preferred Stock to be converted, and a calculation (a) of the Stock Dividend Price, (b) the Conversion Price, and (c) the number of Shares of Common Stock to be issued in connection with such conversion. The Corporation shall have the right to review the calculations included in the Conversion Notice, and shall provide notice of any discrepancy or dispute therewith within three (3) business days of the receipt thereof. The Holder shall deliver to the Corporation an original Conversion Notice and the original Preferred to be converted within three (3) business days from the date of the Conversion Notice. (d) Issuance of Certificates - Time Conversion Effected. Promptly, but in no event more than six (6) business days, after the receipt by facsimile of the Conversion Notice referred to in Subparagraph (5)(c); and provided within the six (6) business days the Corporation receives the certificate or certificates for the shares of Preferred Stock to be converted, the Corporation shall issue and deliver, or cause to be issued and delivered, to the Holder, registered in the name of the Holder, a certificate or certificates for the number of whole shares of Common Stock into which such shares of Preferred Stock are converted. Such conversion shall be deemed to have been effected as of the close of business on the date on which the telecopy or facsimile Conversion Notice shall have been received by the Corporation, and the rights of the Holder of such share or shares of Preferred Stock shall cease, at such time, and the Holder or Holders shall be deemed to have become the Holder or Holders of record of the shares of Common Stock represented thereby. ;4 In the event that the shares of Common Stock issuable upon conversion of the Preferred, is not delivered within six (6) business days of the date the Company receives the Conversion Notice, the Company shall pay to the Buyer, by wire transfer, as liquidated damages for such failure and not as a penalty, for each $100,000 of Preferred sought to be converted, $500 for each of the first five (5) calendar days and $1,000 per calendar day thereafter that the shares of Common Stock are not delivered, which liquidated damages shall begin to run from the seventh (7th) business day after the Conversion Date. Any and all payments required pursuant to this paragraph shall be payable only in cash. Notwithstanding the above, liquidated damages shall not exceed $2,000.00 per day. In addition to the liquidated damages set forth herein, in the event the Company fails to deliver the shares of Common Stock within six (6) business days after the Conversion date, the Company agrees to issue the larger number of shares of Common Stock derived from (i) the original Conversion Notice, or (ii) utilizing the five lowest closing bid prices of the Company's shares of Common Stock beginning on the Conversion Date and ending on the day the shares of Common Stock are delivered. The Company understands that a delay in the issuance of the shares of Common Stock could result in economic loss to the Holder. Nothing contained herein, or in the Preferred shall limit the Holder's rights to pursue actual damages for the Company's failure to issue and deliver shares of Common Stock to the Holder in accordance with the terms of the Certificate of Designations, and this Agreement. (e) Fractional Shares of Common Stock. No fractional shares of Common Stock shall be issued upon conversion of any Preferred Stock into shares of Common Stock. All fractional shares of Common Stock shall be aggregated and then rounded down to the nearest whole share of Common Stock. In case the number of shares of Preferred Stock represented by the certificate or certificates surrendered pursuant to Subparagraph 5(b) exceeds the number of shares of Common Stock converted, the Corporation shall, upon such conversion, execute and deliver to the Holder, at the expense of the Corporation, a new certificate or certificates for the number of shares of Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. (f) 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 Preferred Stock are outstanding and prior to the date that the Corporation's Registration Statement covering all the shares of Common Stock issuable upon the conversion of the Preferred Stock is declared effective by the U.S. Securities and Exchange Commission ("Commission"), the Corporation or such successor corporation as the case may be, shall make appropriate provision so that the Holder of each share of Preferred Stock then outstanding shall have the right to convert such share of 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 Preferred Stock could have been converted into immediately prior to such Merger or ;5 Sale, subject to adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. In the event of a Merger or Sale, where the Corporation is not the surviving Corporation, the Holder shall have the right to redeem all of the outstanding shares of Preferred Stock at 120% of the Liquidation Value of each share of Preferred Stock then outstanding plus all accrued and unpaid dividends (the "Redemption Amount"). The Corporation shall pay this Redemption Amount in cash within ten (10) business days of receipt by the Corporation of notice from the Holder, and receipt by the Corporation of all outstanding shares of Preferred Stock duly endorsed by the Holder to the Corporation. (g) 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 Preferred Stock are issued and outstanding shall declare or pay, 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 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. (h) Adjustments for Reclassification and Reorganization. If the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of Common Stock of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination or shares of Common Stock provided for in Section 5(g) hereof), the Conversion Price then in effect shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders of Preferred Stock would otherwise have been entitled to receive, a number of shares of Common Stock 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 Preferred Stock immediately before that change. 6. Assignment. Subject to all applicable restrictions on transfer, the rights and obligations of the Corporation and the Holder of the Preferred Stock shall be binding upon and benefit the successors, assigns, heirs, administrators, and transferees of the parties. ;6 7. Shares of Common Stock to be Reserved. The Corporation, upon the effective date of this Certificate of Designations, has a sufficient number of shares of Common Stock available to reserve for issuance upon the conversion of all outstanding shares of Preferred Stock, pursuant to the terms and conditions set forth in Section 5, and exercise of the Warrants as defined in Section 11. The Corporation will at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the conversion of Preferred Stock, and exercise of the Warrants, as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Preferred Stock, and exercise of the Warrants. The Corporation covenants that all shares of Common Stock which shall be so issued shall be duly and validly issued, fully paid and non assessable. The Corporation will take such action as may be required, if the total number of shares of Common Stock issued and issuable after such action upon conversion of the Preferred Stock, and exercise of the Warrants would exceed the total number of shares of Common Stock then authorized by the Corporation's Certificate of Incorporation, as amended, or would exceed 19.99% of the shares of Common Stock then outstanding if required by law or the Rules and Regulations of NASDAQ or the National Securities Exchange applicable to the Corporation to take such action as a result of exceeding such 19.99%, in order to increase the number of shares of Common Stock to permit the Corporation to issue the number of shares of Common Stock required to effect conversion of the Preferred, and exercise of the Warrants, to a number sufficient to permit conversion of the Preferred Stock, and exercise of the Warrants, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to the Corporation's Restated Certificate of Incorporation, and to obtain shareholders approval in order to effect conversion of the Preferred Stock, and exercise of the Warrants, if required by law or the rules or regulations of the NASDAQ or National Securities Exchange applicable to the Corporation. 7(a) Shareholder Approval. In connection with the issuance to the Holder of the shares of Preferred Stock, pursuant to this Certificate of Designations, the Corporation is also issuing (i) certain warrants ("RBB Warrants") to the Holder pursuant to the terms of that certain Private Securities Subscription Agreement dated June 30th, 1998 (the "Agreement"), providing for the purchase of up to 150,000 shares of Common Stock at an exercise price of $2.50 per share and (ii) certain warrants (collectively, the "Liviakis Warrants") to Liviakis Financial Communication, Inc. ("Liviakis") and Robert B. Prag providing for the purchase of up to an aggregate of 2,500,000 shares of Common Stock at an exercise price of $1.875 per share pursuant to the terms of that Placement and Consulting Agreement dated June 30th, 1998, between Liviakis and the Corporation. If (i) the aggregate number of shares of Common Stock issued by the Corporation as a result of any or all of the following: (a) conversion of the Preferred Stock, (b) payment of dividends accrued on the Preferred Stock (c) exercise of the RBB Warrants, and (d) exercise of the Liviakis Warrants exceeds 2,388,347 shares of Common Stock (which equals 19.9% of the outstanding shares of ;7 Common Stock of the Corporation as of the date of this Certificate of Designations) and (ii) the Holder has converted or elects to convert any of the then outstanding shares of Preferred Stock pursuant to the terms of this Section 5 at a Conversion Price less than $1.875 ($1.875 the market value per share of Common Stock as quoted on the NASDAQ as of the close of business on June 30th, 1998) pursuant to the terms of Section 5(b) hereof, other than if the Conversion Price is less than $1.875 solely as a result of the anti-dilution provisions of Section 5(g) and (h) hereof, then, notwithstanding anything in Section 5 to the contrary, the Corporation shall not issue any shares of Common Stock as a result of receipt of a Conversion Notice unless and until the Corporation shall have obtained approval of its shareholders entitled to vote on the transactions in accordance with subparagraphs (25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace Rules ("Shareholder Approval"). If Shareholder Approval is required as set forth in the above paragraph, the Corporation shall take all necessary steps to obtain such Shareholder Approval upon receipt of the Conversion Notice triggering the need for Shareholder Approval ("Current Conversion Notice"). If the Corporation has not received from the Holder a Current Conversion Notice, the Holder, subsequent to January 1st, 1999 may, if the Corporation's shares of Common Stock trade, subsequent to January 1st, 1999, at a five (5) day average closing bid price below Two Dollars and 34/00 ($2.34), upon written notice to the Corporation, require the Corporation to obtain Shareholder Approval ("Holder's Notice"). The Holder and the Corporation's officers and directors covenant to vote all shares of Common Stock over which they have voting control in favour of Shareholder Approval. If the Corporation does not obtain Shareholder Approval within ninety (90) days of the earlier of the Corporation's receipt of (i) the Current Conversion Notice or (ii) the Holder's Notice, and the Holder has not breached its covenant to vote all shares of Common Stock over which they have voting control in favour of Shareholder Approval, the Corporation shall pay in cash to the Holder liquidated damages, in an amount of 4% per month of the Liquidation Value of each share of Preferred Stock then outstanding, commencing on the 91st day of the Corporation's receipt of the Holder's Current Conversion Notice, and continuing every thirty (30) days pro-rata until such time the Corporation receives Shareholder Approval. 8. No Reissuance of Series 10 Class J Convertible Preferred Stock. Shares of Preferred Stock which are converted into shares of Common Stock as provided herein 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. 9. Closing of Books. The Corporation will at no time close its transfer books against the transfer of any Preferred Stock or of any shares of Common Stock issued or issuable upon the conversion of any shares of ;8 Common Stock of Preferred Stock in any manner which interferes with the timely conversion of such Preferred Stock, except as may otherwise be required to comply with applicable securities laws. 10. No Preemptive Rights. The 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. 11. Definition of Shares. As used in this Certificate of Designations, the term "shares of Common Stock" shall mean and include the Corporation's authorized common stock, par value $.001, as constituted on the date of filing of these terms of the Preferred Stock, or in case of any reorganization, reclassification, or stock split of the outstanding shares of Common Stock thereof, the stock, securities or assets provided for hereof. The term "Warrants" as used herein shall have the same meaning as defined in Section 1 of the Private Securities Subscription Agreement, dated June 30th 1998, between the Company and RBB Bank Aktiengesellschaft. The said determination of the designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, relating to the Preferred Stock was duly made by the Board of Directors pursuant to the provisions of the Corporation's Restated Certificate of Incorporation and in accordance with the provisions of the Delaware General Corporation Law. IN WITNESS HEREOF, this Certificate of Designations has been signed by: Dr. Louis F. Centofanti, President on this 30th day of June, 1998. /s/ Louis Centofanti __________________________________________________ President, Perma-Fix Environmental Services, Inc. Richard Kelecy, Secretary on this 30th day of June, 1998 /s/ Richard T. Kelecy _________________________________________________ Secretary, Perma-Fix Environmental Services, Inc. EX-4 4 EXHIBIT 4.3 SPECIMEN CERTIFICATE SEE RESTRICTIVE LEGEND ON REVERSE SIDE INCORPORATED UNDER THE LAWS OF DELAWARE No. **** Shares **** PERMA-FIX ENVIRONMENTAL SERVICES, INC. SERIES 10 CLASS J CONVERTIBLE PREFERRED STOCK Par Value $.001 Per Share THIS CERTIFICATE CERTIFIES THAT -- S P E C I M E N -- is the owner of **** *************** (******) shares of Series 10 Class J Convertible Preferred Stock***************** of Perma-Fix Environmental Services, Inc. transferable 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 July, 1998. _________________________________ ______________________________ Secretary President SHARES $.001 EACH 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.'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 PRIVATE SECURITIES SUBSCRIPTION AGREEMENT BY AND BETWEEN THE HOLDER HEREOF AND THE COMPANY, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE. CERTIFICATE FOR **** SHARES of the CAPITAL STOCK of Perma-Fix Environmental Services, Inc. Series 10 Class J Convertible Preferred Stock Par Value $.001 Per Share ISSUED TO -- S P E C I M E N -- DATED July ___, 1998 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 the presence of _____________________________________. EX-4 5 EXHIBIT 4.4 RBB $2.50 WARRANT THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND/OR REGULATION D PROMULGATED UNDER THE 1933 ACT. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE 1933 ACT, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION FROM COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE SECURITIES. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION TO BUY THE WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. COMMON STOCK PURCHASE WARRANT No. 1 TO PURCHASE 150,000 SHARES OF COMMON STOCK OF PERMA FIX ENVIRONMENTAL SERVICES, INC. THIS CERTIFIES that, for value received, RBB Bank Aktiengesellschaft, organized under the laws of Austria and located in Austria (the "Investor"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after June 30th, 1998 and on or prior to June 30th, 2001 (the "Termination Date") but not thereafter, to subscribe for and purchase from PERMA FIX ENVIRONMENTAL SERVICES, INC., a corporation incorporated in the State of Delaware (the "Company"), one hundred and fifty thousand (150,000) shares (the "Warrant Shares") of Common Stock, $.001 par value per share, of the Company (the "Common Stock"). The exercise price of one share of Common Stock (the "Exercise Price") under this Warrant shall be equal to $2.50. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued in connection with the Private Securities Subscription Agreement dated June 30th, 1998 (the "Agreement") between the Company and the Investor, and is subject to its terms and conditions. 1. Title of Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or 1 agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed, subject to the 1933 Act and applicable state securities laws. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant and full payment of the Exercise Price multiplied by the number of Warrant Shares to be purchased, 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). 3. Exercise of Warrant. (a) Upon presentation and surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed by the Investor, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price multiplied by the number of Warrant Shares thereby purchased; whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within six (6) business days after the date on which this Warrant shall have been exercised as aforesaid. Payment of the Exercise Price may be by certified check or cashier's check or by wire transfer to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares ("Aggregate Exercise Price"). (b) Shareholder Approval. In connection with the transactions pursuant to which the Company is issuing this Warrant, the Company is also issuing (i) to the Investor certain shares of a new series of Preferred Stock designated as Series 10 Class J Convertible Preferred Stock ("Preferred Stock"), which is convertible into Common Stock pursuant to the terms thereof pursuant to the Agreement, and (ii) certain warrants to Liviakis Financial Communications, Inc. ("Liviakis") and Robert B. Prag (collectively the "Liviakis Warrants") providing for the purchase of up to an aggregate of 2,500,000 shares of Common Stock pursuant to the terms of that certain Placement and Consulting Agreement dated June 30th, 1998 between the Corporation and Liviakis ("Liviakis Consulting Agreement"). If (i) the aggregate number of shares of Common Stock issued by the Company as a result of (a) conversion of the Preferred Stock, (b) payment of dividends accrued on the Preferred Stock, (c) exercise of this Warrant and (d) exercise of the Liviakis Warrants, exceeds 2,388,347 shares of Common Stock (which equals 19.9% of the outstanding shares of Common Stock of the Company as of the date of this Warrant) and (ii) the Investor has converted or elects to convert any of the then outstanding shares of Preferred Stock pursuant to the terms of the Preferred Stock at a Conversion Price (as defined in the Certificate of Designations) less than $1.875 ($1.875 being the market value per share of Common Stock as quoted on the NASDAQ as of the close of business on June 30th, 1998) pursuant to the terms of the Preferred Stock, other than if the Conversion Price is less than $1.875 solely as a result of the anti-dilution provisions of the Preferred Stock, then, notwithstanding anything in this Warrant to the contrary, thereafter the Company shall not issue any shares of Common Stock as a result of the exercise of this Warrant unless and until the Company shall have obtained approval of its shareholders of the 2 transactions referenced to in the Agreement and the Liviakis Consulting Agreement pursuant to requirements of subparagraph (25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace Rules ("Shareholder Approval"). If Shareholder Approval is required as set forth in the above paragraph, the Company shall take all practicable steps to obtain such Shareholder Approval within ninety days of the event triggering the need for Shareholder Approval. The Company and the Holder covenant to vote all shares of Common Stock over which they have voting control in favor of such Shareholder Approval. 4. No Fractional Shares or Script. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Fractional Shares shall be rounded down to the nearest whole shares of Common Stock. 5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof 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 of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof, and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 6. Closing of Books. Unless otherwise required by law or the principal trading market for the Company's Common Stock, the Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant for a period of time in excess of five (5) trading days per year. 7. No Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise thereof. Upon the surrender of this Warrant and the payment of the Aggregate Exercise Price determined by multiplying the Exercise Price by the number of Warrant Shares so purchased, the Warrant Shares so purchased shall be, and be deemed to be, issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 8. Assignment and Transfer of Warrant. This Warrant may be assigned by the surrender of this Warrant and the Assignment Form annexed hereto duly executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company); provided, however, that the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any expenses of transfer incidental thereto and that this Warrant may not be resold or otherwise transferred except (i) in a transaction registered under the Securities Act of 1933 (the "Securities Act"), or (ii) in a 3 transaction pursuant to an exemption, if available, from such registration and an opinion of counsel reasonably satisfactory to counsel for the Company is obtained by the holder of this Warrant to the effect that the transaction is so exempt. 9. Loss, Theft, Destruction or Mutilation of Warrant. The Company represents and warrants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday. 11. Effect of Certain Events. (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a merger or consolidation of the Company in which the Company shall not be the survivor (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such sale or merger transaction, and the Company shall give the holder of this Warrant thirty (30) days notice of such termination and of the proposed effective date of the Sale or Merger transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in whole or in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the Aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such sale or merger transaction had this Warrant been exercised immediately prior thereto. 12. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) declare or pay a dividend in shares of Common Stock or make a distribution, without receipt of consideration, in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that the holder of this Warrant shall be entitled to receive the kind 4 and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. 13. Voluntary Adjustment by the Company . The Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in absence of manifest error, shall be conclusive evidence of the correctness of such adjustment. 15. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as 'provided herein without violation of any applicable law or regulation, or of any requirements of prove the NASDAQ Stock Market or any domestic securities exchange upon which the Common Stock may be listed. 16. Registration Rights. The Company agrees that the Warrant Shares shall have those registration rights as set forth in Section 10(a) of the Agreement. It is expressly acknowledged and agreed that all references to Warrant Shares are to shares of Common Stock issuable upon exercise of this Warrant, in whole or in part, from time to time and at any time. 17. Miscellaneous. (a) Issue Date, Jurisdiction. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. 5 This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of the State of Delaware, without regard to its conflict of law, principles or rules. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Delaware without regard to choice of law considerations. The federal courts located in the State of Delaware shall have exclusive jurisdiction over any cause or controversy arising under the terms of this Agreement or between the parties as the result of any act taken or failure to act not taken by either party pursuant to this Agreement. (b) Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. (c) Modification and Waiver. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. (d) Notices. Any notice, request or other document required or permitted to be given or delivered to the holders hereof by the Company shall be delivered or shall be sent by certified or registered mail, postage prepaid, to each such holder at its address as shown on the Books of the Company or to the Company at the address set forth in the Agreement. (e) Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Agreement. (d) Entire Agreement. This Warrant, together with all documents referenced herein, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 18. Disposition of Warrants or Shares. The Holder of this Warrant Certificate, by its acceptance thereof, agrees that (a) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of 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 Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an opinion of 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 6 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, 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 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 hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("the Act"), or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws 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. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: June 30th, 1998 PERMA FIX ENVIRONMENTAL SERVICES, INC. Signature: /s/ Louis Centofanti ____________________________________ Dr. Louis F. Centofanti, President EX-4 6 EXHIBIT 4.5 RBB $1.875 WARRANT THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") AND/OR REGULATION D PROMULGATED UNDER THE 1933 ACT. THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE 1933 ACT, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION FROM COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE SECURITIES. THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION TO BUY THE WARRANT OR THE SECURITIES TO BE ISSUED UPON ITS EXERCISE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. COMMON STOCK PURCHASE WARRANT No. 2 TO PURCHASE 200,000 SHARES OF COMMON STOCK OF PERMA FIX ENVIRONMENTAL SERVICES, INC. THIS CERTIFIES that, for value received, RBB Bank Aktiengesellschaft, organized under the laws of Austria and located in Austria (the "Investor"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after June 30th, 1998 and on or prior to June 30th, 2001 (the "Termination Date") but not thereafter, to subscribe for and purchase from PERMA FIX ENVIRONMENTAL SERVICES, INC., a corporation incorporated in the State of Delaware (the "Company"), two hundred thousand (200,000) shares (the "Warrant Shares") of Common Stock, $.001 par value per share, of the Company (the "Common Stock"). The exercise price of one share of Common Stock (the "Exercise Price") under this Warrant shall be equal to $1.875. The Exercise Price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. This Warrant is being issued in connection with the Private Securities Subscription Agreement dated June 30th, 1998 (the "Agreement") between the Company and the Investor. 1. Title of Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights 1 hereunder are transferable, in whole or in part, at the office or agency of the Company by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed, subject to the 1933 Act and applicable state securities laws. 2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant and full payment of the Exercise Price multiplied by the number of Warrant Shares to be purchased, 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). 3. Exercise of Warrant. (a) Upon presentation and surrender of this Warrant and the Notice of Exercise Form annexed hereto duly executed by the Investor, at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company) and upon payment of the Exercise Price multiplied by the number of Warrant Shares thereby purchased; whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so purchased. Certificates for shares purchased hereunder shall be delivered to the holder hereof within six (6) business days after the date on which this Warrant shall have been exercised as aforesaid. Payment of the Exercise Price may be by certified check or cashier's check or by wire transfer to an account designated by the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares ("Aggregate Exercise Price"). (b) Shareholder Approval. In connection with the transactions pursuant to which the Company is issuing this Warrant, the Company is also issuing (i) to the Investor certain shares of a new series of Preferred Stock designated as Series 10 Class J Convertible Preferred Stock ("Preferred Stock"), which is convertible into Common Stock pursuant to the terms thereof pursuant to the terms of the Agreement, dated June 30th, 1998, (the "Agreement"), and (ii) certain warrants to Liviakis Financial Communications, Inc. ("Liviakis") and Robert B. Prag (collectively the "Liviakis Warrants") providing for the purchase of up to an aggregate of 2,500,000 shares of Common Stock pursuant to the terms of that certain Placement and Consulting Agreement dated June 30th, 1998 between the Corporation and Liviakis ("Liviakis Consulting Agreement"). If (i) the aggregate number of shares of Common Stock issued by the Company as a result of (a) conversion of the Preferred Stock, (b) payment of dividends accrued on the Preferred Stock, (c) exercise of this Warrant and (d) exercise of the Liviakis Warrants, exceeds 2,388,347 shares of Common Stock (which equals 19.9% of the outstanding shares of Common Stock of the Company as of the date of this Warrant) and (ii) the Investor has converted or elects to convert any of the then outstanding shares of Preferred Stock pursuant to the terms of the Preferred Stock at a Conversion Price (as defined in the Certificate of Designations) less than $1.875 ($1.875 being the market value per share of Common Stock as quoted on the NASDAQ as of the close of business on June 30th, 1998) pursuant to the terms of the Preferred Stock, other than if the Conversion Price is less than $1.875 solely as a result of the anti-dilution provisions of the Preferred Stock, then, notwithstanding anything in this Warrant to the contrary, thereafter the Company shall not issue any shares of Common Stock as a result of the exercise of this Warrant unless and until the 2 Company shall have obtained approval of its shareholders of the transactions referenced to in the Agreement and the Liviakis Consulting Agreement pursuant to requirements of subparagraph (25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace Rules ("Shareholder Approval"). If Shareholder Approval is required as set forth in the above paragraph, the Company shall take all practicable steps to obtain such Shareholder Approval within ninety days of the event triggering the need for Shareholder Approval. The Company and the Holder covenant to vote all shares of Common Stock over which they have voting control in favor of such Shareholder Approval. 4. No Fractional Shares or Script. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. Fractional Shares shall be rounded down to the nearest whole shares of Common Stock. 5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof 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 of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof, and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 6. Closing of Books. Unless otherwise required by law or the principal trading market for the Company's Common Stock, the Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant for a period of time in excess of five (5) trading days per year. 7. No Rights as Shareholder until Exercise. This Warrant does not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company prior to the exercise thereof. Upon the surrender of this Warrant and the payment of the Aggregate Exercise Price determined by multiplying the Exercise Price by the number of Warrant Shares so purchased, the Warrant Shares so purchased shall be, and be deemed to be, issued to such holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment. 8. Assignment and Transfer of Warrant. This Warrant may be assigned by the surrender of this Warrant and the Assignment Form annexed hereto duly executed at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company); provided, however, that the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any expenses of transfer incidental thereto and that this Warrant may not be resold or otherwise transferred except (i) in a transaction registered under 3 the Securities Act of 1933 (the "Securities Act"), or (ii) in a transaction pursuant to an exemption, if available, from such registration and an opinion of counsel reasonably satisfactory to counsel for the Company is obtained by the holder of this Warrant to the effect that the transaction is so exempt. 9. Loss, Theft, Destruction or Mutilation of Warrant. The Company represents and warrants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. 10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday in the State of New York, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday. 11. Effect of Certain Events. (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a merger or consolidation of the Company in which the Company shall not be the survivor (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, then the Warrant shall terminate if the Warrant has not been exercised by the effective date of such sale or merger transaction, and the Company shall give the holder of this Warrant thirty (30) days notice of such termination and of the proposed effective date of the Sale or Merger transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in whole or in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the Aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such sale or merger transaction had this Warrant been exercised immediately prior thereto. 12. Adjustments of Exercise Price and Number of Warrant Shares. The number and kind of securities purchasable upon the exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) declare or pay a dividend in shares of Common Stock or make a distribution, without receipt of consideration, in shares of Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior thereto shall be adjusted so that 4 the holder of this Warrant shall be entitled to receive the kind and number of Warrant Shares or other securities of the Company which he would have owned or have been entitled to receive had such Warrant been exercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Shares or other securities of the Company which are purchasable hereunder, the holder of this Warrant shall thereafter be entitled to purchase the number of Warrant Shares or other securities resulting from such adjustment at an Exercise Price per such Warrant Share or other security obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by the number of Warrant Shares or other securities of the Company resulting from such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event. 13. Voluntary Adjustment by the Company . The Company may at any time during the term of this Warrant, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 14. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, return receipt requested, to the holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in absence of manifest error, shall be conclusive evidence of the correctness of such adjustment. 15. Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as 'provided herein without violation of any applicable law or regulation, or of any requirements of prove the NASDAQ Stock Market or any domestic securities exchange upon which the Common Stock may be listed. 16. Registration Rights. The Company agrees that the Warrant Shares shall have those registration rights as set forth in Section 10(a) of the Agreement. It is expressly acknowledged and agreed that all references to Warrant Shares are to shares of Common Stock issuable upon exercise of this Warrant, in whole or in part, from time to time and at any time. 17. Miscellaneous. 5 (a) Issue Date, Jurisdiction. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of the State of Delaware, without regard to its conflict of law, principles or rules. This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided herein or performance shall be governed or interpreted according to the internal laws of the State of Delaware without regard to choice of law considerations. The federal courts located in the State of Delaware shall have exclusive jurisdiction over any cause or controversy arising under the terms of this Agreement or between the parties as the result of any act taken or failure to act not taken by either party pursuant to this Agreement. (b) Restrictions. The holder hereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. (c) Modification and Waiver. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. (d) Notices. Any notice, request or other document required or permitted to be given or delivered to the holders hereof by the Company shall be delivered or shall be sent by certified or registered mail, postage prepaid, to each such holder at its address as shown on the Books of the Company or to the Company at the address set forth in the Agreement. (e) Capitalized Terms. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Agreement. (d) Entire Agreement. This Warrant, together with all documents referenced herein, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 18. Disposition of Warrants or Shares. The Holder of this Warrant Certificate, by its acceptance thereof, agrees that (a) no public distribution of Warrants or the Warrant Shares will be made in violation of the provisions of the 1933 Act (the "Act"), and (b) during such period as delivery of a prospectus with respect to Warrants or Warrant Shares may be required by the Act, no public distribution of Warrants or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of 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 Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after 6 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, 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 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 hereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("the Act"), or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws 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. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized. Dated: June 30th, 1998 PERMA FIX ENVIRONMENTAL SERVICES, INC. Signature: /s/ Louis Centofanti _____________________________________ Dr. Louis F. Centofanti, President H:\N-P\PESI\Permawr2.EDG.wpd EX-4 7 EXHIBIT 4.6 CONSULTING AGREEMENT CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), effective as of June 30, 1998 is entered into by and among PERMA FIX ENVIRONMENTAL SERVICES, INC.,a Delaware corporation (herein referred to as the "Company"), LIVIAKIS FINANCIAL COMMUNICATIONS, INC., a California corporation ("LFC" or "Consultant") and ROBERT B. PRAG, an individual ("Prag"). WHEREAS, Company is a publicly held corporation with its common stock listed for trading on the NASDAQ Small Cap Market and the Boston Stock Exchange; WHEREAS, Consultant has experience in the area of corporate finance, investor communications and financial and investor public relations; WHEREAS, Company desires to engage the services of Consultant to assist and consult with the Company and to represent the Company in connection with investors' communications and public relations with existing shareholders, brokers, dealers and other investment professionals as to the Company's current and proposed activities; WHEREAS, Prag is an executive officer of Consultant; and, WHEREAS, the Consultant and Prag have assisted the Company in connection with that certain Private Securities Subscription Agreement between the Company and RBB Bank Aktiengesellschaft ("RBB Bank"), dated June 30, 1998 ("Subscription Agreement") whereby the Company is to sell to RBB Bank a new series of the Company's preferred stock in order to raise additional equity for the Company. NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: I. PLACEMENT 1. Placement. The Consultant and Prag have provided consulting services in connection with the placement ("Placement") of certain securities through the Subscription Agreement and are to be compensated by the Company for such services as described herein. 2. Warrants. For assisting in the Placement and for other good and valuable consideration, the Company agrees to issue and deliver to the Consultant and to Prag a "Placement Fee" payable in the form of warrants to purchase 2,500,000 shares of the Company's Common Stock, par value $.001 per share ("Common Stock"), for $1.875 per share ("Warrants") of which 1,875,000 are to be issued to Consultant in the name of Liviakis Financial Communications, Inc and 625,000 are to be issued to Prag in the name of Robert B. Prag. 1 The term of the Warrants will be for 4 years, shall contain a cashless exercise provision and a registration rights provision, as provided in Exhibit A attached hereto. This Placement Fee shall be issued to the Consultant and Prag immediately following completion of the Placement and shall, when issued and delivered to Consultant and Prag, be fully paid and non-assessable. The 2,500,000 Warrants issued as a Placement Fee, constitute payment for consulting in connection with the Placement and are nonrefundable, non-apportionable, and non-ratable; such Warrants are not a prepayment for future services. 2.1 Consultants and Prag each acknowledge that the Warrants and shares of Common Stock to be issued pursuant to the Warrants (collectively, the "Shares") have not been registered under the Securities Act of 1933, as amended (the "Act"), and accordingly are "restricted securities" within the meaning of Rule 144 of the Act. As such, the Warrants and the Shares may not be resold or transferred unless the Warrants and the Shares have been registered under the Act or the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act. Consultant and Prag each further understand that the exemption from registration afforded by Rule 144 under the Act depends upon the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis for sale only in limited amounts. 2.2 In connection with the acquisition of the Warrants and the Shares, the Consultant and Prag each represent, warrant and covenant to the Company as follows: a. Consultant and Prag each acknowledge that they have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning an investment in the Shares, and any additional information which the Consultant and Prag have requested. b. Consultant and Prag have each had experience in investments in restricted and publicly traded securities, and Consultant and Prag have each had experience in investments in speculative securities and other investments which involve the risk of loss of investment. Consultant and Prag each acknowledge that an investment in the Warrants and/or Shares is speculative and involves the risk of loss. Both Consultant and Prag have the requisite knowledge to assess the relative merits and risks of this investment without the necessity of relying upon other advisors, and Consultant and Prag can afford the risk of loss of their entire investment in the Warrants or Shares. Consultant is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated 2 under the Act, due to the fact that LFC (a) was not created solely to permit the acquisition of Warrants or Shares and has total assets in excess of $5,000,000 and/or (b) is wholly owned by persons who qualify as accredited investors. Prag is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under the Act, due to the fact that Prag (a) has an individual net worth, or joint net worth with his spouse in excess of $1,000,000 and/or (b) had an individual income in excess of $200,000 in each of the two most recent years or joint income with his spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income based in the current year. Both LFC and Prag are purchasers described in Section 25102 (f) (2) of the California Corporate Securities Law of 1968, as amended. c. Each of Consultant and Prag is acquiring the Warrants and the Shares for its or his own account for long-term investment and not with a view toward resale or distribution thereof except in accordance with applicable securities laws. d. Each of Consultant and Prag acknowledges that issuance of the Warrants and the Shares has not been made in connection with any advertisement. e. Each of Consultant and Prag acknowledges it or he has received copies of the Company's Form 10-K for the year ended December 31, 1997, Form 10-Q for the quarter ended March 31, 1998, and proxy soliciting material for the Company's 1998 annual meeting of shareholders. f. Each of Consultant and Prag acknowledges that the Shares shall upon issuance thereof have stamped or imprinted thereon or affixed thereto a legend to the following effect: THE REGISTERED HOLDER HEREOF HAS ACQUIRED THE SHARES REPRESENTED BY THIS CERTIFICATE FOR INVESTMENT AND NOT FOR RESALE IN CONNECTION WITH A DISTRIBUTION THEREOF. ACCORDINGLY, SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO A CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR OTHERWISE IN A TRANSACTION EXEMPT FROM THE PROVISIONS OF SECTION5 OF SAID ACT. 2.3 The Company covenants to file, in a timely manner, with the Securities and Exchange Commission ("Commission") all 3 reports required to be filed by the Company under the Securities Exchange Act of 1934, as amended, for a period ending the earlier of (i) twenty-four (24) months after the termination of the Warrants if the Warrants have been exercised, in whole or in part, or if the Warrants have not been exercised prior to their termination, the n upon termination of the Warrants, or (ii) the date on which Consultant and Prag have disposed of or transformed all of the Shares acquired upon the exercise of the Warrants, or (iii) the date on which registration under the Act is no longer required for the public distribution of the Shares acquired upon the exercise of the Warrants as a result of the provisions of Rule 144 (k) promulgated under the Act or a similar exemption under the Act. II. CONSULTING SERVICES 1. Term of Consultancy. The Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company, and the Consultant hereby agrees to provide services to the Company commencing immediately and ending on March 15, 1999. 2. Duties of Consultant. LFC agrees that it will generally provide the following specified consulting services through its officers and employees during the term specified in Section II. 1 hereof: (a) Advise and assist the Company in developing and implementing appropriate plans and materials for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, and creating the foundation for subsequent financial public relations efforts; (b) Introduce the Company to the financial community; (c) With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company's plans, strategy and personnel, as they may evolve during such period, and advise and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community; (d) Assist and advise the Company with respect to its (i) stockholder and investor relations, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally; (e) Perform the functions generally assigned to investor/stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company); preparing press releases for the Company with the Company's involvement and approval or reviewing press releases, reports and 4 other communications with or to shareholders, the investment community and the general public; advising with respect to the timing, form, distribution and other matters related to such releases, reports and communications; and consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image; (f) Upon the Company's approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public; (g) Upon the Company's approval, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to advise them of the Company's plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public; (h) At the Company's request, review business plans, strategies, mission statements, budgets, proposed transactions and other plans for the purpose of advising the Company of the investment community implications thereof; and, (i) Otherwise perform as the Company's financial relations and public relations consultant. 3. Allocation of Time and Energies. The Consultant hereby promises to perform and discharge well and faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of its financial and investor public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Consultant shall diligently and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required, Consultant and the Company agree that Consultant will perform the duties set forth herein above in a diligent and professional manner. The parties acknowledge and agree that a disproportionately large amount of the effort to be expended and the costs to be incurred by the Consultant and the benefits to be received by the Company are expected to occur upon and shortly after, and in any event, within two months of the effectiveness of this Agreement. It is explicitly understood that Consultant's performance of its duties hereunder will in no way be measured by the price of the Company's Common Stock, nor the trading volume of the Company's Common Stock. 4. Remuneration. As full and complete compensation for providing the continuing consulting services for the Company, the Company agrees to pay to Consultant the amount of One Hundred Fifty and/no 100 Dollars ($150.00) per month during the term of this Agreement. 5. Financing "Finder's Fee". It is understood that in the event Consultant introduces Company, or its nominees, to a lender or equity purchaser, not already having a preexisting relationship with the Company and with whom the Company has not had preexisting discussions regarding a lending arrangement or equity purchase 5 arrangement, with whom Company, or its nominees, ultimately finances or causes the completion of such financing during the term of this Agreement or within one year from the date of termination of this Agreement, Company agrees to compensate the Consultant for such services with a "finder's fee" in the amount of 2.5% of total gross funding provided by such lender or equity purchaser, such fee to be payable in cash upon receipt of such financing by the Company. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company, and such other intermediary. It is also understood that in the event Consultant introduces Company or its nominees to an acquisition or business combination (as defined below) candidate not already having a preexisting relationship with the Company and with whom the Company has not had preexisting discussions regarding such an acquisition or business combination, with whom Company, or its nominees, ultimately acquires or causes the completion of such acquisition or business combination during the term of this Agreement or within one year from the date of termination of this Agreement, Company, agrees to compensate Consultant, for such services with a "finder's fee" in the amount of 2% of the consideration paid in connection with such acquisition or business combination, excluding the amount of any employment contracts entered into as a result of such acquisition or business combination, such fee to be payable in cash upon the close of the applicable acquisition or business combination transaction. For the purpose of this Section 5, "business combination" shall mean any "merger or consolidation" of the Company with another entity in which the Company is not the survivor, the sale of all or substantially all of the Company's assets to another entity or a transaction by which the Company becomes a majority owned subsidiary of another entity (other than a then existing subsidiary of the Company),with the approval of the Company's Board of Directors. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be agreements negotiated between Company and such other intermediary. It is specifically understood that Consultant is not nor does it hold itself out be a Broker/Dealer, but is rather merely a "Finder" in reference to the Company procuring financing sources and acquisition or business combination candidates. 5.1 It is further understood that the Company, and not Consultant, is responsible to perform any and all due diligence on such lender, equity purchaser, acquisition or business combination candidate introduced to it by Consultant, under this Agreement, prior to Company receiving funds or closing on any acquisition or business combination. However, Consultant agrees it will not introduce any parties to Company, about which Consultant has any prior knowledge of questionable, unethical or illicit activities, 5.2 Consultant will notify Company of introductions it makes for potential sources of financing, acquisitions or business combination in a timely manner (within approximately 3 days of introduction) via facsimile memo. If Company has a preexisting relationship with such nominee and believes such party should be excluded from this Agreement, then Company will notify Consultant promptly of such circumstance via facsimile memo. 6. Expenses. Consultant agrees to pay for all its expenses (phone, mailing, labor, etc.), other than extraordinary items (travel required by/or specifically requested by the Company, 6 luncheons or dinners to large groups of investment professionals, mass faxing to a sizable percentage of the Company's constituents, investor conference calls, print advertisements in publications, etc.) approved by the Company prior to its incurring an obligation for reimbursement. 7. Indemnification. The Company warrants and represents that all oral communications, written documents or materials furnished to Consultant by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate and Consultant may rely upon the accuracy thereof without independent investigation. The Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from Consultant's communication or dissemination of any said information, documents or materials not designated by the Company to LFC or Prag as "confidential" or "Company private", excluding any such claims or litigation resulting from LFC's or Prag's communication or dissemination of information not provided or authorized by the Company or due to LFC's or its employees gross negligence or willful misconduct or acts. 8. Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant acknowledges that, to the best of its knowledge, Consultant and its officers and directors are not the subject of any investigation, claim, decree or judgment involving any violation of the securities laws or regulations. Consultant further acknowledges that it is not a securities Broker-Dealer or a registered investment advisor. Company acknowledges that, to its knowledge, it has not violated any rule or provision of any regulatory agency having jurisdiction over the Company which would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as otherwise disclosed in the Company's filings with the Commission. Company acknowledges that, to its knowledge, Company is not the subject of any investigation, claim, decree or judgment involving any violation of the securities laws, except as otherwise disclosed in its filings with the Commission. 9. Covenants. (a) LFC and Prag each agree that neither Prag, LFC, nor any of the directors of LFC, nor "executive officers" of LFC, as such term is defined in Rule 405 under the Act shall (i) sell or transfer any Warrants or (ii) sell, transfer or dispose of the Company's Common Stock or other securities of the Company, including, but not limited to, the selling short of any of the Company's securities or Common Stock, during the term specified in Section II. 1. hereof. (b) The Company agrees that it shall cause the Company's directors and "executive officers", as such term is defined in Rule 405 under the Act, to enter into an agreement that they shall not sell, transfer or dispose of Common Stock, including, but not 7 limited to the selling short of such Common Stock or other securities of the Company, during the term specified in Section II. 1. hereof. 10. Legal Representation. The Company acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary. 11. Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold its elf out to be the employer or employee of the other. Consultant further acknowledges the consideration provided herein above is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company or the Consultant possesses the authority to bind each other in any agreements without the express written consent of the entity to be bound. 12. Attorney's Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled. 13. Waiver. The waiver by any party of a breach of any provision of this Agreement by another party shall not operate or be construed as a waiver of any subsequent breach by such other party. 14. Notices. All notices, requests, and other communications hereunder shall be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the other parties at the address as set forth herein below: To the Company: Perma Fix Environmental Services, Inc. Dr. Louis F. Centofanti, CEO Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 8 with copies simultaneously by like means to: Conner & Winters One Leadership Square, Suite 1700 211 North Robinson Oklahoma City, Oklahoma 73102 Attention: Irwin H. Steinhorn, Esquire To LFC: Liviakis Financial Communications, Inc. John M. Liviakis, President 2420 "K" Street, Suite 220 Sacramento, California 95816 To Prag: Robert B. Prag % Liviakis Financial Communications, Inc. 2420 "K" Street, Suite 220 Sacramento, California 95816 with copies simultaneously by like means to: Kelly Lytton Mintz & Vann 1900 Avenue of the Stars Suite 1450 Los Angeles, California 70067 Attention: Allen Jacobsen, Esquire It is understood that any party may change the address to which notices for it shall be addressed by providing notice of such change to the other parties in the manner set forth in this paragraph. 15. Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California, except that the Warrants shall be governed by, construed and enforced in accordance with the laws of the State of Delaware. The parties agree that Sacramento County, California will be the venue of any dispute and will have jurisdiction over all parties except as to the Warrants. 16. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, except for any controversy or claim regarding the Warrants, shall be settled by binding arbitration in California in accordance with the applicable rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction thereof. Any controversy or claim regarding the Warrants shall not be resolved pursuant to this Section but shall be resolved pursuant to the terms of the Warrants. 9 17. Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. (Balance of Page Intentionally Left Blank) 10 AGREED TO: "Company" PERMA-FIX ENVIRONMENTAL SERVICES, INC. By: /s/ Louis F. Centofanti ____________________________________ Dr. Louis F.Centofanti, President and Chief Executive Officer "Consultant" LIVIAKIS FINANCIAL COMMUNICATIONS, INC. By: /s/ John M. Liviakis _____________________________________ John M. Liviakis, President By: /s/ Robert B. Prag ______________________________________ Robert B. Prag, Sr. Vice-President "Prag" /s/ Robert B. Prag ________________________________________ Robert B. Prag, individually 11 EX-4 8 EXHIBIT 4.7 LIVIAKIS WARRANT NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL THAT IS SATISFACTORY TO PERMA-FIX ENVIRONMENTAL SERVICES INC. THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. NOTWITHSTANDING THE FOREGOING, THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE REGISTRATION RIGHTS SET FORTH HEREIN. No. LFC: 6-30-98-1 COMMON STOCK PURCHASE WARRANT CERTIFICATE Dated: June 30, 1998 One Million Eight Hundred Seventy-Five Thousand(1,875,000) Warrants to Purchase One Million Eight Hundred Seventy-Five Thousand (1,875,000) Shares of Perma-Fix Environmental Services, Inc. Common Stock, $.001 Par Value Per Share VOID AFTER 5:00 P.M., UNITED STATES EASTERN DAYLIGHT SAVINGS TIME on June 29, 2002 PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company"), hereby certifies that LIVIAKAS FINANCIAL COMMUNICATIONS, INC., organized under the laws of California, 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 January 15, 1999, until 5:00 p.m., Eastern Daylight Savings Time ("EST")on June 29, 2002 ("the Exercise Period"), up to an aggregate of one million eight hundred and seventy-five thousand (1,875,000) shares (the "Shares" or "Warrant Shares") of the Company's common stock, par value $.001 per share ("Common Stock"), at an exercise price equal to U. S. $1.875 per share (the "Per Share Exercise Price"). 1. Exercise of Warrant and Shareholder Approval. 1.1 In order to exercise this Common Stock Purchase Warrant Certificate ("Warrant" or "Warrant Certificate"), in whole or in part, during the Exercise Period, the Holder shall deliver to the Company this Warrant Certificate, with the attached Election to Purchase form duly executed and completed by the Holder and specifying the number of Warrant Shares which Holder is purchasing pursuant to the terms of this Warrant, at 1940 Northwest 67th Place, Gainesville, Florida 32606-1649, together with either: (a) payment to the Company (in the form of cash or certified or bank cashier's check payable to the Company) in an amount equal to the Per Share Exercise Price multiplied by the number of Warrant Shares being purchased (the"Aggregate Exercise Price"), or (b) Holder's written direction to the Company to retain as the Aggregate Exercise Price for the Warrant Shares being purchased that number of the Warrant Shares (rounded upward to next highest full Share) being purchased which have an aggregate value equal to the Aggregate Exercise Price. Such Warrant Shares shall be valued for such purposes at the highest closing price of the Company's Common Stock in the principal market in which the Company's Common Stock trade for a five day period consisting of the trading day preceding the date on which this Warrant and the Purchase Form are delivered to the Company plus the four preceding trading days. As soon as practicable thereafter, but in any event within ten (10) business days after the Company's receipt of all of the above documents, the Company shall cause to be delivered to the Holder a certificate issued in the Holder's name evidencing (x) in the case payment of the exercise price pursuant to (a) above the full number of Warrant Shares as to which this Warrant was exercised by the Holder or (y) in the case of payment of the exercise price pursuant to (b) above the number of Warrant Shares remaining after subtracting from the full number of Warrant Shares as to which this Warrant was exercised by Holder that number of Warrant Shares which the Company is to retain pursuant to (b) above. Holder shall be considered to be the holder and owner of the Warrant Shares to be evidenced by such certificate as of the close of business on the date the Company received the notice of exercise accompanied by payment, as contemplated herein, without regarding to the date of actual issuance of the certificate representing such Shares. All or less than all of the Warrant Shares represented by this Certificate may be exercised and, in case of the exercise of less than all, the Company, upon surrender hereof, will deliver to the Holder a new Warrant Certificate of like tenor and dated the date hereof entitling said Holder to purchase the number of Warrant Shares represented by this Warrant which have not been exercised and to receive the Registration Rights set forth in Section 8 below -2- (to the extent such rights have not already been exercised) with respect to such Warrant Shares which have not been exercised. 1.2 In connection with the transactions pursuant to which the Company is issuing this Warrant, the Company is also issuing (i) to RBB Bank Aktiengesellschaft ("RBB Bank") certain shares of a new series of Preferred Stock designated as Series 10 Class J Convertible Preferred Stock ("Preferred Stock"), which Preferred Stock is convertible into the Company's Common Stock pursuant to the terms thereof, and certain warrants to RBB Bank for the purchase by RBB Bank of up to 125,000 shares of Common Stock ("RBB Warrants") pursuant to the terms of that certain Private Securities Subscription Agreement, dated June 30, 1998 between the Company and RBB Bank ("RBB Subscription Agreement"), and (ii) a certain warrant to Robert B. Prag (collectively the "Prag Warrant") providing for the purchase of up to an aggregate of 625,000 shares of Common Stock pursuant to the terms of that certain Placement and Consulting Agreement, dated June 30, 1998 between the Corporation and the Holder ("Liviakis Consulting Agreement"). If (i) the aggregate number of shares of Common Stock issued by the Company as a result of (a) conversion of the Preferred Stock, (b) payment of dividends accrued on the Preferred Stock, (c) exercise of the RBB Warrants (d) exercise of this Warrant and (e) exercise of the Prag Warrant exceeds 2,388,347 shares of Common Stock (which equals 19.9% of the outstanding shares of Common Stock of the Company as of the date of this Warrant) and (ii) RBB Bank has converted or elects to convert any of the then outstanding shares of Preferred Stock pursuant to the terms of the Preferred Stock at a Conversion Price (as defined in the terms of the Preferred Stock) less than $1.875 ($1.875 being the market value per share of Common Stock as quoted on the NASDAQ as of the close of business on June 30, 1998), other than if the Conversion Price is less than $1.875 solely as a result of the anti-dilution provisions of the Preferred Stock, then, notwithstanding anything in this Warrant to the contrary, thereafter the Company shall not issue any shares of Common Stock as a result of the exercise of this Warrant unless and until the Company shall have obtained approval of its shareholders entitled to vote on the transactions referenced to in the RBB Subscription Agreement and the Liviakis Consulting Agreement pursuant to requirements of subparagraphs (25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace Rules ("Shareholder Approval"). If Shareholder Approval is required as set forth in the above paragraph, the Company shall take all practicable steps to obtain such Shareholder Approval within ninety (90) days of the event triggering the need for Shareholder Approval (the "90 Day Period"). The Holder shall, and the Company shall use its best efforts to cause its officers and directors to, vote all shares of Common Stock of the Company over which they have voting control in favor of such Shareholder Approval. If the Company is required to obtain such Shareholder Approval pursuant to the requirements of the above paragraph but is unable to obtain such Shareholder Approval within the 90 Day Period, then, the Company agrees that the Exercise Period shall be extended for that number of additional days equal to the number of days in the period of time beginning with the day after the expiration of the 90 Day Period and ending as of the day such Shareholder Approval is obtained. -3- In addition, if the Company is required to obtain such Shareholder Approval within the 90 Day Period but is unable to obtain such Shareholder Approval within such 90 Day Period and thereafter the Holder notifies the Company in writing of its intention to exercise this Warrant for all or a portion of the Warrant Shares pursuant to the requirements of this Warrant ("Notification of Intention") before such Shareholder Approval is obtained, with such Notification of Intention specifying the exact number of Warrant Shares that the Holder intends to purchase ("Warrant Shares to be Purchased") pursuant to the requirements of this Warrant, then the Company shall have an additional sixty (60) days ("Additional 60 Days") from receipt by the Company from the Holder of such Notification of Intention. If the Company has not obtained the Shareholder Approval within the Additional 60 Days, then the Holder shall have the option to terminate this Warrant as to the Warrant Shares to be Purchased, and, in the event of such termination, the Company shall pay to the Holder an amount ("Payment Amount") determined by subtracting from (a) an amount determined by multiplying the fair market value (as defined below) per share of Common Stock by the number of Warrant Shares to be Purchased, (b) the Aggregate Exercise Price of the Warrant Shares to be Purchased. If the Holder elects to terminate this Warrant as to the Warrant Shares to be Purchased for the Payment Amount pursuant to the terms of this paragraph ("Election"), the Holder shall deliver to the Company written notice ("Election Notice") of the Election, and the Company shall have fifteen (15) days from receipt of such Election Notice to pay the Payment Amount to the Holder either in cash or by delivering to the Holder the Company's promissory note payable to the order of the Holder in the principal amount of the Payment Amount. If the Company elects to pay the Payment Amount by delivery to the Holder such promissory note, such promissory note shall be in the principal amount of the Payment Amount and shall bear an annual rate of interest equal to the prime rate announced from time to time by the Chase Manhattan Bank plus 1%, with the principal payable in thirty-six (36) equal monthly installments plus accrued and unpaid interest, and the first monthly installment beginning the first full month after issuance of such promissory note. Such promissory note shall be in form reasonably satisfactory to the Holder. For the purpose of this paragraph, "fair market value" per share of the Company's Common Stock shall be the average closing price of a share of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if the Common Stock is not listed on the NASDAQ but is listed for trading on a national securities exchange the average closing price of a share of Common Stock as reported on such national securities exchange, for the five (5) trading days immediately prior to the Company's receipt of the Election Notice from the Holder. Notwithstanding anything herein to the contrary, this Warrant as to the Warrant Shares to be Purchased shall terminate in all respects as of the date of receipt by the Company of the Holder's Election Notice. 2. Exchange and Transfer. This Warrant Certificate, at any time prior to the exercise hereof, upon presentation and surrender to the Company, may be exchanged, alone or with other certificates of like tenor registered in the name of the same Holder, for another Certificate of like tenor in the name of such Holder exercisable for the aggregate number of Warrant Shares as the Warrant Certificate surrendered. -4- 3. Rights and Obligations of Holder of this Certificate. The Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that in the event any shares of Common Stock are issued to the Holder hereof upon exercise of some or all of the Warrants evidenced by this Warrant Certificate, such Holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on the date on which this Warrant Certificate and a duly executed Election to Purchase form were surrendered and payment of the Aggregate Exercise Price was made pursuant to the terms hereof, irrespective of the date of delivery of such share certificate. The rights of the Holder of this Warrant Certificate are limited to those expressed herein and the Holder of this Warrant Certificate, by his acceptance hereof, consents and agrees to be bound by, and to comply with, all of the provisions of this Warrant Certificate, including, without limitation, all of the obligations imposed upon the Holder contained in this Warrant Certificate. In addition, the Holder, by accepting this Warrant Certificate, agrees that the Company may deem and treat the person in whose name this Warrant Certificate is registered on the books of the Company as the absolute, true and lawful owner of this Warrant Certificate for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary. 4. Common Stock. 4.1 The Company covenants and agrees that all shares of Common Stock which may be acquired by the Holder under this Warrant Certificate will, when issued pursuant to the terms of this Warrant and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all stamp taxes, liens, and charges with respect to the purchase thereof. 4.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of all outstanding options, warrants and rights, including this Warrant. 5. No Fractional Shares. No Fractional Shares or scrip representing Fractional Shares shall be issued upon the exercise of this Warrant. Fractional shares shall be rounded down to the nearest whole share of Common Stock. 6. Disposition of Warrant or Shares. 6.1 The Holder of this Warrant Certificate, by his acceptance thereof, agrees that (a) no public distribution of this Warrant or Warrant Shares will be made in violation of the provisions of the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder (collectively, the "Act"), and (b) during such period as delivery of a prospectus with respect to this Warrant or Warrant Shares may be required by the Act, no public distribution of this Warrant or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of -5- Section 10 of the Act and in compliance with all applicable state securities laws. The Holder of this Warrant Certificate and each transferee hereof further agrees that if any distribution of this Warrant or Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate. 6.2 By acceptance hereof, the Holder represents and warrants that this Warrant Certificate is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant Certificate will be acquired, by the Holder solely for the account of the Holder and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations promulgated thereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that registration and qualification are not required under applicable federal or state securities laws or an exemption is available therefrom. 7. Warrant Holder Not Shareholder. This Warrant Certificate shall not confer upon the Holder any right to vote the Warrant Shares or to consent to or receive notice as a shareholder of the Company or any other rights as a shareholder of the Company because of this Warrant Certificate. 8. Registration Rights. 8.1 Subject to the terms of this Section 8, the Holder of this Warrant shall have the right to include all of the Warrant Shares after as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated -6- by Rule 145(a) promulgated under the Act or the registration of securities on Form S-4 or Form S-8), and the Holder of this Warrant must be notified in writing of such filing. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Warrant Shares as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Warrant Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such offering only a limited number of Warrant Shares should be included in such offering, or no such shares should be included, the Holder of such Warrant Shares, and any other selling shareholders, shall be reduced, such reduction to be applied by excluding (on a pro rata basis) Warrant Shares proposed to be sold by the Holder of this Warrant and shares proposed to be sold by all other selling shareholders. Those Warrant Shares (and all other shares of Common Stock held by the selling shareholders) which are not included in an underwritten offering pursuant to the foregoing provisions of this Section shall be withheld from the market by the holders thereof for a period, not to exceed one hundred and twenty (120) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering, and the Holder shall sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to the Holder of Warrant Shares. 8.2 If the Company has not registered the Warrant Shares as part of a registration of securities filed by the Company pursuant to Section 8.1 hereof by December 1, 1998, then, in such event and subject to the terms of this Section 8, at any time beginning after December 1, 1998, and ending as of the termination of the Exercise Period, at the written request of the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (i) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing in the aggregate (either alone or together with Warrant Shares theretofore purchased and/or purchasable upon the exercise of this Warrant) more than 250,000 of the total number of Warrant Shares theretofore issued and then issuable upon the exercise of this Warrant or (ii) the Company has not theretofore provided the Holder the opportunity to include within the coverage of a registration statement, which registration statement has been declared effective by the Securities and Exchange Commission ("Commission"), all of the Warrant Shares therefore issued and then issuable upon the exercise of this Warrant pursuant to the provisions of Section 8.1 hereof or (iii) the Holder is unable to sell all of the Warrant Shares without registration under the Act pursuant to an exemption provided by the Act, the Company promptly shall prepare and file with the Commission a registration statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of this Warrant (provided, that, if the request for registration is received by the Company within forty- five (45) days prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such registration statement for a period of not more than one hundred twenty (120) days following the commencement of such fiscal year in order to prepare and include in such registration statement audited financial statements for the immediately preceding fiscal year) and shall use it reasonable efforts to cause such registration -7- statement to become effective as promptly as practical and to remain effective and current with respect to the Warrant Shares pursuant to Section 8.3 below. The right to demand the filing of a registration statement pursuant to this Section 8.2 shall be exercisable on one (1) occasion only. 8.3 The Company shall use reasonable efforts to keep effective and current the registration statement filed by the Company under either Section 8.1 or 8.2 hereof, which registration statement has been declared effective by the Commission, with respect to the Warrant Shares for an aggregate period ending upon the earlier of (i) two (2) years after the termination of the Exercise Period or the last exercise by the Holder of all of the Warrant Shares, whichever occurs first, or (ii) the Holder is permitted to sell or otherwise dispose of the Warrant Shares acquired by the Holder upon exercise of this Warrant without registration under the Act as a result of the provisions of Rule 144 (k) promulgated under the Act or a similar exemption from registration under the Act, or (iii) the disposal or transfer of all of the Warrant Shares by the Holder that are acquired by the Holder. 8.4 Unless terminated sooner, the registration rights set forth in Sections 8.1 and 8.2 above shall cease upon the earliest of (a) the effective registration under the Act of all of the Warrant Shares, (b) the disposal or transfer of such Warrant Shares by the Holder, (c) registration under the Act is no longer required for the immediate public distribution of such Warrant Shares as a result of the provisions of Rule 144 promulgated under the Act, or (d) such Warrant Shares cease to be outstanding. 8.5 Subject to the immediately following sentence, the Company shall in all events pay and be responsible for all fees, expenses, costs and disbursements associated with the registering of the Warrant Shares under this Section 8, including filing fees, fees, costs and disbursements of the Company's counsel, accountants and other consultants representing the Company therewith. Notwithstanding anything set forth herein to the contrary, Holder shall be responsible for and shall pay any and all underwriting discounts and commissions in connection with the sale of the Warrant Shares pursuant to this Section 8 and all fees of its legal counsel and other advisors retained by the Holder in connection with reviewing any registration statement. 8.6 (i) The Company will indemnify and hold harmless the Holder and its directors and officers and any underwriter (as defined in the Act) for the Holder and each person, if any, who controls the Holder or such underwriter within the meaning of the Act, from and against, and will reimburse the Holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such Holder or any such underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement referred to in Sections 8.1 or 8.2 of this Warrant, any prospectus contained therein or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements -8- therein, in light of the circumstances in which they were made not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. ii. The Holder will indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expenses to which the Company or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement, or alleged untrue statement, of any material fact contained in such registration statement referred to in Sections 8.1 or 8.2 of this Warrant, any prospectus contained therein or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon, and in strict conformity with, written information furnished by, or on behalf of, the Holder specifically for use in the preparation thereof. 9. Anti-Dilution. 9.1 If the Company at any time, or from time to time, while this Warrant Certificate is outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock or other securities of the Company, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or other securities of the Company or in any right to acquire Common Stock), or if the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the number of shares of Common Stock issuable upon the exercise of this Warrant Certificate or the Exercise Price shall be appropriately adjusted such that immediately after the happening of any such event, the proportionate number of shares of Common Stock issuable immediately prior to the happening of such event shall be the number of shares of Common Stock issuable subsequent to the happening of such event. 9.2 In case of any consolidation or merger of the Company in which the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which the Holder would have owned or been entitled to receive immediately after such consolidation, merger, sale or conveyance had this Warrant been -9- exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 9 with respect to the rights and interests of the Holder to the end that the provisions of this Section 9 thereafter shall be correspondingly applicable, as nearly as may be, to such securities and other property. 10. Redemption at Corporation's Option. At any time, and from time to time, during the period beginning July 16, 1999 and ending upon the termination of the Exercise Period, the Company may, at its sole option, but shall not be obligated to, redeem this Warrant at a redemption price of five cents ($.05) per Warrant Share covered by this Warrant (the "Redemption Price"). The Company may exercise its option to redeem this Warrant only if (a) the Warrant Shares are covered by a registration statement filed with the Commission which is effective as of the date of the Redemption Notice (as defined below) and remains effective through the Redemption Date (as defined below) and (b) the average closing bid quotation of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), or the average closing price if listed on a national securities exchange, for the ten (10) trading days immediately prior to the date of the Redemption Notice (as defined below) is $3.75 or more. 10.1 Mechanics of Redemption. Thirty (30) days prior to any date stipulated by the Company for the redemption of this Warrant (the "Redemption Date"), a written notice ("the Redemption Notice") shall be mailed to each Holder of record. The Redemption Notice shall state: (a) the Redemption Date of the Warrants, (b) the number of Warrants to be redeemed from the Holder to whom the redemption notice is addressed, (c) instructions for surrender to the Company in the manner and at the place designated in this Warrant Certificate to be redeemed from such Holder, and (d) as to how to specify to the Company the number of Warrants to be exercised into Warrant Shares, as provided in Sections 1 and 10.2 hereof. 10.2 Exercise Upon Redemption. Upon receipt of the Redemption Notice, the Holder of this Warrant shall have the option, at its sole election, to specify what portion of this Warrant called for redemption in the Redemption Notice shall be redeemed as provided in this Section 10 or exercised into Warrant Shares in the manner provided in Section 1 hereof. 11. Notices. Except as otherwise specified herein to the contrary, all notices, request, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand, by fax, by certified or registered mail, return receipt requested, postage prepaid, or by U.S. Express Mail service, or by private overnight mail services (e.g., Federal Express). Any such notice shall be deemed to be have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be -10- sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 11): If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 with copies simultaneously Conner & Winters by like means to: One Leadership Square, Suite 1700 211 North Robinson Oklahoma City, Oklahoma 73102 Attention: Irwin H. Steinhorn, Esquire Fax No.: (405) 232-2695 If to the Subscriber: Liviakis Financial Communications, Inc. 2420 K Street Suite 220 Sacramento, CA 85816 Attention: John Liviakis, President Fax No. (916) 448-6084 with copies simultaneously Kelly Lytton Mintz & Vann by like means to: 1900 Avenue Of The Stars Suite 1450 Los Angeles, California 70067 Attention: Allen Jacobsen, Esquire Fax No. (310) 277-1804 12. Governing Law. This Warrant Certificate and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Delaware without giving effect to such State's conflict of laws provisions. The Company and the Holder irrevocably consent to the venue and jurisdiction of the federal court located in Wilmington, Delaware. 13. 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. -11- IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized. Dated as of June 30, 1998 PERMA-FIX ENVIRONMENTAL SERVICES, INC. By /s/ Louis F. Centofanti ____________________________________ Dr. Louis F. Centofanti Chief Executive Officer -12- ELECTION TO PURCHASE To be Executed by the Holder in Order to Exercise the Common Stock Purchase Warrant Certificate. The undersigned Holder hereby irrevocable elects to purchase __________________________________ of the Warrant Shares represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon such exercise and requests that certificates for securities be issued in the name of: _______________________________________ (Please type or print name and address) _______________________________________ _______________________________________ _______________________________________ (Social Security Number) And delivered to ______________________________________ (Please type or print name and address) and, if such number of Warrant Shares to be purchases shall not be for all the Warrant Shares evidenced by this Warrant Certificate, that a new Common Stock Warrant Certificate for the balance of such Warrant Shares to be registered in the name of, and delivered to, the Holder at the address below, as provided in the Warrant. The undersigned Holder hereby irrevocable elects to pay for the above referenced Warrant Shares pursuant to (check one): [ ] Section 1.1(a) of this Warrant, or [ ] Section 1.1(b) of this Warrant. Dated:_____________________ _____________________________________ (Signature of Holder) _____________________________________ (Address) _____________________________________ _____________________________________ (Social Security or Federal I.D. Number) _____________________________________ (Signature(s) guaranteed EX-4 9 EXHIBIT 4.8 PRAG WARRANT NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL THAT IS SATISFACTORY TO PERMA-FIX ENVIRONMENTAL SERVICES INC. THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. NOTWITHSTANDING THE FOREGOING, THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE REGISTRATION RIGHTS SET FORTH HEREIN. No. LFC: 6-30-98-2 COMMON STOCK PURCHASE WARRANT CERTIFICATE Dated: June 30, 1998 Six Hundred Twenty-Five Thousand(625,000) Warrants to Purchase Six Hundred Twenty-Five Thousand (625,000) Shares of Perma-Fix Environmental Services, Inc. Common Stock, $.001 Par Value Per Share VOID AFTER 5:00 P.M., UNITED STATES EASTERN DAYLIGHT SAVINGS TIME on June 29, 2002 PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company"), hereby certifies that ROBERT B. PRAG, an individual (the "Warrant Holder" or "Holder"), for value received, is entitled to purchase from the Company at any time after January 15, 1999, until 5:00 p.m., Eastern Daylight Savings Time ("EST")on June 29, 2002 ("the Exercise Period"), up to an aggregate of six hundred twenty-five thousand (625,000) shares (the "Shares" or "Warrant Shares") of the Company's common stock, par value $.001 per share ("Common Stock"), at an exercise price equal to U. S. $1.875 per share (the "Per Share Exercise Price"). 1. Exercise of Warrant and Shareholder Approval. 1.1 In order to exercise this Common Stock Purchase Warrant Certificate ("Warrant" or "Warrant Certificate"), in whole or in part, during the Exercise Period, the Holder shall deliver to the Company this Warrant Certificate, with the attached Election to Purchase form duly executed and completed by the Holder and specifying the number of Warrant Shares which Holder is purchasing pursuant to the terms of this Warrant, at 1940 Northwest 67th Place, Gainesville, Florida 32606-1649, together with either: (a) payment to the Company (in the form of cash or certified or bank cashier's check payable to the Company) in an amount equal to the Per Share Exercise Price multiplied by the number of Warrant Shares being purchased (the"Aggregate Exercise Price"), or (b) Holder's written direction to the Company to retain as the Aggregate Exercise Price for the Warrant Shares being purchased that number of the Warrant Shares (rounded upward to next highest full Share) being purchased which have an aggregate value equal to the Aggregate Exercise Price. Such Warrant Shares shall be valued for such purposes at the highest closing price of the Company's Common Stock in the principal market in which the Company's Common Stock trade for a five day period consisting of the trading day preceding the date on which this Warrant and the Purchase Form are delivered to the Company plus the four preceding trading days. As soon as practicable thereafter, but in any event within ten (10) business days after the Company's receipt of all of the above documents, the Company shall cause to be delivered to the Holder a certificate issued in the Holder's name evidencing (x) in the case payment of the exercise price pursuant to (a) above the full number of Warrant Shares as to which this Warrant was exercised by the Holder or (y) in the case of payment of the exercise price pursuant to (b) above the number of Warrant Shares remaining after subtracting from the full number of Warrant Shares as to which this Warrant was exercised by Holder that number of Warrant Shares which the Company is to retain pursuant to (b) above. Holder shall be considered to be the holder and owner of the Warrant Shares to be evidenced by such certificate as of the close of business on the date the Company received the notice of exercise accompanied by payment, as contemplated herein, without regarding to the date of actual issuance of the certificate representing such Shares. All or less than all of the Warrant Shares represented by this Certificate may be exercised and, in case of the exercise of less than all, the Company, upon surrender hereof, will deliver to the Holder a new Warrant Certificate of like tenor and dated the date hereof entitling said Holder to purchase the number of Warrant Shares represented by this Warrant which have not been exercised and to receive the Registration Rights set forth in Section 8 below (to the extent such rights have not already been exercised) with respect to such Warrant Shares which have not been exercised. -2- 1.2 In connection with the transactions pursuant to which the Company is issuing this Warrant, the Company is also issuing (i) to RBB Bank Aktiengesellschaft ("RBB Bank") certain shares of a new series of Preferred Stock designated as Series 10 Class J Convertible Preferred Stock ("Preferred Stock"), which Preferred Stock is convertible into the Company's Common Stock pursuant to the terms thereof, and certain warrants to RBB Bank for the purchase by RBB Bank of up to 125,000 shares of Common Stock ("RBB Warrants") pursuant to the terms of that certain Private Securities Subscription Agreement, dated June 30, 1998 between the Company and RBB Bank ("RBB Subscription Agreement"), and (ii) a certain warrant to Robert B. Prag (collectively the "Prag Warrant") providing for the purchase of up to an aggregate of 625,000 shares of Common Stock pursuant to the terms of that certain Placement and Consulting Agreement, dated June 30, 1998 between the Corporation and the Holder ("Liviakis Consulting Agreement"). If (i) the aggregate number of shares of Common Stock issued by the Company as a result of (a) conversion of the Preferred Stock, (b) payment of dividends accrued on the Preferred Stock, (c) exercise of the RBB Warrants (d) exercise of this Warrant and (e) exercise of the Prag Warrant exceeds 2,388,347 shares of Common Stock (which equals 19.9% of the outstanding shares of Common Stock of the Company as of the date of this Warrant) and (ii) RBB Bank has converted or elects to convert any of the then outstanding shares of Preferred Stock pursuant to the terms of the Preferred Stock at a Conversion Price (as defined in the terms of the Preferred Stock) less than $1.875 ($1.875 being the market value per share of Common Stock as quoted on the NASDAQ as of the close of business on June 30, 1998), other than if the Conversion Price is less than $1.875 solely as a result of the anti-dilution provisions of the Preferred Stock, then, notwithstanding anything in this Warrant to the contrary, thereafter the Company shall not issue any shares of Common Stock as a result of the exercise of this Warrant unless and until the Company shall have obtained approval of its shareholders entitled to vote on the transactions referenced to in the RBB Subscription Agreement and the Liviakis Consulting Agreement pursuant to requirements of subparagraphs (25)(H)(i)d, (iv) and (v) of Rule 4310 of the NASDAQ Marketplace Rules ("Shareholder Approval"). If Shareholder Approval is required as set forth in the above paragraph, the Company shall take all practicable steps to obtain such Shareholder Approval within ninety (90) days of the event triggering the need for Shareholder Approval (the "90 Day Period"). The Holder shall, and the Company shall use its best efforts to cause its officers and directors to, vote all shares of Common Stock of the Company over which they have voting control in favor of such Shareholder Approval. If the Company is required to obtain such Shareholder Approval pursuant to the requirements of the above paragraph but is unable to obtain such Shareholder Approval within the 90 Day Period, then, the Company agrees that the Exercise Period shall be extended for that number of additional days equal to the number of days in the period of time beginning with the day after the expiration of the 90 Day Period and ending as of the day such Shareholder Approval is obtained. -3- In addition, if the Company is required to obtain such Shareholder Approval within the 90 Day Period but is unable to obtain such Shareholder Approval within such 90 Day Period and thereafter the Holder notifies the Company in writing of its intention to exercise this Warrant for all or a portion of the Warrant Shares pursuant to the requirements of this Warrant ("Notification of Intention") before such Shareholder Approval is obtained, with such Notification of Intention specifying the exact number of Warrant Shares that the Holder intends to purchase ("Warrant Shares to be Purchased") pursuant to the requirements of this Warrant, then the Company shall have an additional sixty (60) days ("Additional 60 Days") from receipt by the Company from the Holder of such Notification of Intention. If the Company has not obtained the Shareholder Approval within the Additional 60 Days, then the Holder shall have the option to terminate this Warrant as to the Warrant Shares to be Purchased, and, in the event of such termination, the Company shall pay to the Holder an amount ("Payment Amount") determined by subtracting from (a) an amount determined by multiplying the fair market value (as defined below) per share of Common Stock by the number of Warrant Shares to be Purchased, (b) the Aggregate Exercise Price of the Warrant Shares to be Purchased. If the Holder elects to terminate this Warrant as to the Warrant Shares to be Purchased for the Payment Amount pursuant to the terms of this paragraph ("Election"), the Holder shall deliver to the Company written notice ("Election Notice") of the Election, and the Company shall have fifteen (15) days from receipt of such Election Notice to pay the Payment Amount to the Holder either in cash or by delivering to the Holder the Company's promissory note payable to the order of the Holder in the principal amount of the Payment Amount. If the Company elects to pay the Payment Amount by delivery to the Holder such promissory note, such promissory note shall be in the principal amount of the Payment Amount and shall bear an annual rate of interest equal to the prime rate announced from time to time by the Chase Manhattan Bank plus 1%, with the principal payable in thirty-six (36) equal monthly installments plus accrued and unpaid interest, and the first monthly installment beginning the first full month after issuance of such promissory note. Such promissory note shall be in form reasonably satisfactory to the Holder. For the purpose of this paragraph, "fair market value" per share of the Company's Common Stock shall be the average closing price of a share of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), or if the Common Stock is not listed on the NASDAQ but is listed for trading on a national securities exchange the average closing price of a share of Common Stock as reported on such national securities exchange, for the five (5) trading days immediately prior to the Company's receipt of the Election Notice from the Holder of the documents required by Section 1.1 hereof in connection with the exercise of the Warrant Shares to be Purchased. Notwithstanding anything herein to the contrary, this Warrant as to the Warrant Shares to be Purchased shall terminate in all respects as of the date of receipt by the Company of the Holder's Election Notice. 2. Exchange and Transfer. This Warrant Certificate, at any time prior to the exercise hereof, upon presentation and surrender to the Company, may be exchanged, alone or with other certificates of like tenor registered in the name of the same Holder, for another Certificate of like tenor in the name of such Holder exercisable for the aggregate number of Warrant Shares as the Warrant Certificate surrendered. -4- 3. Rights and Obligations of Holder of this Certificate. The Holder of this Warrant Certificate shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, that in the event any shares of Common Stock are issued to the Holder hereof upon exercise of some or all of the Warrants evidenced by this Warrant Certificate, such Holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on the date on which this Warrant Certificate and a duly executed Election to Purchase form were surrendered and payment of the Aggregate Exercise Price was made pursuant to the terms hereof, irrespective of the date of delivery of such share certificate. The rights of the Holder of this Warrant Certificate are limited to those expressed herein and the Holder of this Warrant Certificate, by his acceptance hereof, consents and agrees to be bound by, and to comply with, all of the provisions of this Warrant Certificate, including, without limitation, all of the obligations imposed upon the Holder contained in this Warrant Certificate. In addition, the Holder, by accepting this Warrant Certificate, agrees that the Company may deem and treat the person in whose name this Warrant Certificate is registered on the books of the Company as the absolute, true and lawful owner of this Warrant Certificate for all purposes whatsoever, and the Company shall not be affected by any notice to the contrary. 4. Common Stock. 4.1 The Company covenants and agrees that all shares of Common Stock which may be acquired by the Holder under this Warrant Certificate will, when issued pursuant to the terms of this Warrant and upon delivery, be duly and validly authorized and issued, fully paid and nonassessable, and free from all stamp taxes, liens, and charges with respect to the purchase thereof. 4.2 The Company covenants and agrees that it will, at all times, reserve and keep available an authorized number of shares of its Common Stock and other applicable securities sufficient to permit the exercise in full of all outstanding options, warrants and rights, including this Warrant. 5. No Fractional Shares. No Fractional Shares or scrip representing Fractional Shares shall be issued upon the exercise of this Warrant. Fractional shares shall be rounded down to the nearest whole share of Common Stock. 6. Disposition of Warrant or Shares. 6.1 The Holder of this Warrant Certificate, by his acceptance thereof, agrees that (a) no public distribution of this Warrant or Warrant Shares will be made in violation of the provisions of the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder (collectively, the "Act"), and (b) during such period as delivery of a prospectus with respect to this Warrant or Warrant Shares may be required by the Act, no public distribution of this Warrant or Warrant Shares will be made in a manner or on terms different from those set forth in, or without delivery of, a prospectus then meeting the requirements of -5- Section 10 of the Act and in compliance with all applicable state securities laws. The Holder of this Warrant Certificate and each transferee hereof further agrees that if any distribution of this Warrant or Warrant Shares is proposed to be made by them otherwise than by delivery of a prospectus meeting the requirements of Section 10 of the Act, such action shall be taken only after receipt by the Company of an opinion of counsel reasonably satisfactory to the Company, to the effect that the proposed distribution will not be in violation of the Act or of applicable state law. Furthermore, it shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant Certificate. 6.2 By acceptance hereof, the Holder represents and warrants that this Warrant Certificate is being acquired, and all Warrant Shares to be purchased upon the exercise of this Warrant Certificate will be acquired, by the Holder solely for the account of the Holder and not with a view to the fractionalization and distribution thereof, and will not be sold or transferred except in accordance with the applicable provisions of the Act and the rules and regulations promulgated thereunder, and the Holder agrees that neither this Warrant Certificate nor any of the Warrant Shares may be sold or transferred except under cover of a registration statement under the Act which is effective and current with respect to such Warrant Shares or pursuant to an opinion of counsel reasonably satisfactory to the Company that registration under the Act is not required in connection with such sale or transfer. Any Warrant Shares issued upon exercise of this Warrant shall bear a legend to the following effect: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or qualified under applicable state securities laws, and are restricted securities within the meaning of the Act. Such securities may not be sold or transferred, except pursuant to a registration statement under such Act and qualification under applicable state securities laws or pursuant to an opinion of counsel reasonably satisfactory to the issuer of such securities that registration and qualification are not required under applicable federal or state securities laws or an exemption is available therefrom. 7. Warrant Holder Not Shareholder. This Warrant Certificate shall not confer upon the Holder any right to vote the Warrant Shares or to consent to or receive notice as a shareholder of the Company or any other rights as a shareholder of the Company because of this Warrant Certificate. 8. Registration Rights. 8.1 Subject to the terms of this Section 8, the Holder of this Warrant shall have the right to include all of the Warrant Shares after as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated -6- by Rule 145(a) promulgated under the Act or the registration of securities on Form S-4 or Form S-8), and the Holder of this Warrant must be notified in writing of such filing. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Warrant Shares as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Warrant Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter of such offering only a limited number of Warrant Shares should be included in such offering, or no such shares should be included, the Holder of such Warrant Shares, and any other selling shareholders, shall be reduced, such reduction to be applied by excluding (on a pro rata basis) Warrant Shares proposed to be sold by the Holder of this Warrant and shares proposed to be sold by all other selling shareholders. Those Warrant Shares (and all other shares of Common Stock held by the selling shareholders) which are not included in an underwritten offering pursuant to the foregoing provisions of this Section shall be withheld from the market by the holders thereof for a period, not to exceed one hundred and twenty (120) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering, and the Holder shall sign any agreement to this effect requested by such underwriter. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement without incurring any liability to the Holder of Warrant Shares. 8.2 If the Company has not registered the Warrant Shares as part of a registration of securities filed by the Company pursuant to Section 8.1 hereof by December 1, 1998, then, in such event and subject to the terms of this Section 8, at any time beginning after December 1, 1998, and ending as of the termination of the Exercise Period, at the written request of the Holder (whether or not the Holder theretofore shall have exercised this Warrant in whole or in part), and provided that (i) at the time of such request the Holder is the owner of, and/or has the right pursuant to this Warrant to purchase, Warrant Shares representing in the aggregate (either alone or together with Warrant Shares theretofore purchased and/or purchasable upon the exercise of this Warrant) more than 250,000 of the total number of Warrant Shares theretofore issued and then issuable upon the exercise of this Warrant or (ii) the Company has not theretofore provided the Holder the opportunity to include within the coverage of a registration statement, which registration statement has been declared effective by the Securities and Exchange Commission ("Commission"), all of the Warrant Shares therefore issued and then issuable upon the exercise of this Warrant pursuant to the provisions of Section 8.1 hereof or (iii) the Holder is unable to sell all of the Warrant Shares without registration under the Act pursuant to an exemption provided by the Act, the Company promptly shall prepare and file with the Commission a registration statement under the Act covering all of the Warrant Shares theretofore issued and which thereafter may be issuable upon the exercise of this Warrant (provided, that, if the request for registration is received by the Company within forty- five (45) days prior to the commencement of a fiscal year of the Company, the Company may delay the preparation and filing of such registration statement for a period of not more than one hundred twenty (120) days following the commencement of such fiscal year in order to prepare and include in such registration statement audited financial statements for the immediately preceding fiscal year) and shall use it reasonable efforts to cause such registration -7- statement to become effective as promptly as practical and to remain effective and current with respect to the Warrant Shares pursuant to Section 8.3 below. The right to demand the filing of a registration statement pursuant to this Section 8.2 shall be exercisable on one (1) occasion only. 8.3 The Company shall use reasonable efforts to keep effective and current the registration statement filed by the Company under either Section 8.1 or 8.2 hereof, which registration statement has been declared effective by the Commission, with respect to the Warrant Shares for an aggregate period ending upon the earlier of (i) two (2) years after the termination of the Exercise Period or the last exercise by the Holder of all of the Warrant Shares, whichever occurs first, or (ii) the Holder is permitted to sell or otherwise dispose of the Warrant Shares acquired by the Holder upon exercise of this Warrant without registration under the Act as a result of the provisions of Rule 144 (k) promulgated under the Act or a similar exemption from registration under the Act, or (iii) the disposal or transfer of all of the Warrant Shares by the Holder that are acquired by the Holder. 8.4 Unless terminated sooner, the registration rights set forth in Sections 8.1 and 8.2 above shall cease upon the earliest of (a) the effective registration under the Act of all of the Warrant Shares, (b) the disposal or transfer of such Warrant Shares by the Holder, (c) registration under the Act is no longer required for the immediate public distribution of such Warrant Shares as a result of the provisions of Rule 144 promulgated under the Act, or (d) such Warrant Shares cease to be outstanding. 8.5 Subject to the immediately following sentence, the Company shall in all events pay and be responsible for all fees, expenses, costs and disbursements associated with the registering of the Warrant Shares under this Section 8, including filing fees, fees, costs and disbursements of the Company's counsel, accountants and other consultants representing the Company therewith. Notwithstanding anything set forth herein to the contrary, Holder shall be responsible for and shall pay any and all underwriting discounts and commissions in connection with the sale of the Warrant Shares pursuant to this Section 8 and all fees of its legal counsel and other advisors retained by the Holder in connection with reviewing any registration statement. 8.6 (i) The Company will indemnify and hold harmless the Holder and its directors and officers and any underwriter (as defined in the Act) for the Holder and each person, if any, who controls the Holder or such underwriter within the meaning of the Act, from and against, and will reimburse the Holder and each such underwriter and controlling person with respect to, any and all loss, damage, liability, cost and expense to which such Holder or any such underwriter or controlling person may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of any material fact contained in such registration statement referred to in Sections 8.1 or 8.2 of this Warrant, any prospectus contained therein or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements -8- therein, in light of the circumstances in which they were made not misleading; provided, however, that the Company will not be liable in any such case to the extent that any such loss, damage, liability, cost or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the Holder, such underwriter or such controlling person in writing specifically for use in the preparation thereof. ii. The Holder will indemnify and hold harmless the Company, its directors and officers, any controlling person and any underwriter from and against, and will reimburse the Company, its directors and officers, any controlling person and any underwriter with respect to, any and all loss, damage, liability, cost or expenses to which the Company or any controlling person and/or any underwriter may become subject under the Act or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement, or alleged untrue statement, of any material fact contained in such registration statement referred to in Sections 8.1 or 8.2 of this Warrant, any prospectus contained therein or any amendment or supplement thereto, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon, and in strict conformity with, written information furnished by, or on behalf of, the Holder specifically for use in the preparation thereof. 9. Anti-Dilution. 9.1 If the Company at any time, or from time to time, while this Warrant Certificate is outstanding shall declare or pay, without consideration, any dividend on the Common Stock payable in Common Stock or other securities of the Company, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by stock split, reclassification or otherwise than by payment of a dividend in Common Stock or other securities of the Company or in any right to acquire Common Stock), or if the outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Common Stock, then the number of shares of Common Stock issuable upon the exercise of this Warrant Certificate or the Exercise Price shall be appropriately adjusted such that immediately after the happening of any such event, the proportionate number of shares of Common Stock issuable immediately prior to the happening of such event shall be the number of shares of Common Stock issuable subsequent to the happening of such event. 9.2 In case of any consolidation or merger of the Company in which the Company is not the surviving entity, or in case of any sale or conveyance by the Company to another entity of all or substantially all of the property of the Company as an entirety or substantially as an entirety, the Holder shall have the right thereafter, upon exercise of this Warrant, to receive the kind and amount of securities, cash or other property which the Holder would have owned or been entitled to receive immediately after such -9- consolidation, merger, sale or conveyance had this Warrant been exercised in full immediately prior to the effective date of such consolidation, merger, sale or conveyance, and in any such case, if necessary, appropriate adjustment shall be made in the application thereafter of the provisions of this Section 9 with respect to the rights and interests of the Holder to the end that the provisions of this Section 9 thereafter shall be correspondingly applicable, as nearly as may be, to such securities and other property. 10. Redemption at Corporation's Option. At any time, and from time to time, during the period beginning July 16, 1999 and ending upon the termination of the Exercise Period, the Company may, at its sole option, but shall not be obligated to, redeem this Warrant at a redemption price of five cents ($.05) per Warrant Share covered by this Warrant (the "Redemption Price"). The Company may exercise its option to redeem this Warrant only if (a) the Warrant Shares are covered by a registration statement filed with the Commission which is effective as of the date of the Redemption Notice (as defined below) and remains effective through the Redemption Date (as defined below) and (b) the average closing bid quotation of the Company's Common Stock as reported on the National Association of Securities Dealers Automated Quotation system ("NASDAQ"), or the average closing price if listed on a national securities exchange, for the ten (10) trading days immediately prior to the date of the Redemption Notice (as defined below) is $3.75 or more. 10.1 Mechanics of Redemption. Thirty (30) days prior to any date stipulated by the Company for the redemption of this Warrant (the "Redemption Date"), a written notice ("the Redemption Notice") shall be mailed to each Holder of record. The Redemption Notice shall state: (a) the Redemption Date of the Warrants, (b) the number of Warrants to be redeemed from the Holder to whom the redemption notice is addressed, (c) instructions for surrender to the Company in the manner and at the place designated in this Warrant Certificate to be redeemed from such Holder, and (d) as to how to specify to the Company the number of Warrants to be exercised into Warrant Shares, as provided in Sections 1 and 10.2 hereof. 10.2 Exercise Upon Redemption. Upon receipt of the Redemption Notice, the Holder of this Warrant shall have the option, at its sole election, to specify what portion of this Warrant called for redemption in the Redemption Notice shall be redeemed as provided in this Section 10 or exercised into Warrant Shares in the manner provided in Section 1 hereof. 11. Notices. Except as otherwise specified herein to the contrary, all notices, request, demands and other communications required or desired to be given hereunder shall only be effective if given in writing, by hand, by fax, by certified or registered mail, return receipt requested, postage prepaid, or by U.S. Express Mail service, or by private overnight mail services (e.g., Federal Express). Any such notice shall be deemed to be have been given (a) on the business day actually received if given by hand or by fax, (b) on the business day immediately subsequent to mailing, if sent by U.S. Express Mail service or private overnight mail service, or (c) five (5) business days following the mailing thereof, if mailed by certified or registered mail, postage prepaid, return receipt requested, and all such notices shall be -10- sent to the following addresses (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 11): If to the Company: Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, Florida 32606-1649 Attention: Dr. Louis F. Centofanti Chief Executive Officer Fax No.: (352) 373-0040 with copies simultaneously Conner & Winters by like means to: One Leadership Square, Suite 1700 211 North Robinson Oklahoma City, Oklahoma 73102 Attention: Irwin H. Steinhorn, Esquire Fax No.: (405) 232-2695 If to the Holder: Robert B. Prag 2420 K Street Suite 220 Sacramento, CA 85816 Fax No. (916) 448-6084 with copies simultaneously Kelly Lytton Mintz & Vann by like means to: 1900 Avenue Of The Stars Suite 1450 Los Angeles, California 70067 Attention: Allen Jacobsen, Esquire Fax No. (310) 277-1804 12. Governing Law. This Warrant Certificate and all rights and obligations hereunder shall be deemed to be made under and governed by the laws of the State of Delaware without giving effect to such State's conflict of laws provisions. The Company and the Holder irrevocably consent to the venue and jurisdiction of the federal court located in Wilmington, Delaware. 13. Binding Effect. This Warrant Certificate shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, permitted assigns, heirs, executors and administrators. 14. Headings. The headings of various sections of this Warrant Certificate have been inserted for reference only and shall not be a part of this Agreement. -11- IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized. Dated as of June 30, 1998 PERMA-FIX ENVIRONMENTAL SERVICES, INC. By /s/ Louis F. Centofanti ____________________________________ Dr. Louis F. Centofanti Chief Executive Officer -12- ELECTION TO PURCHASE To be Executed by the Holder in Order to Exercise the Common Stock Purchase Warrant Certificate. The undersigned Holder hereby irrevocable elects to purchase _______________________________________ of the Warrant Shares represented by this Warrant Certificate, and to purchase the shares of Common Stock issuable upon such exercise and requests that certificates for securities be issued in the name of: ______________________________________ (Please type or print name and address) _______________________________________ _______________________________________ _______________________________________ (Social Security Number) And delivered to _______________________________________ (Please type or print name and address) and, if such number of Warrant Shares to be purchases shall not be for all the Warrant Shares evidenced by this Warrant Certificate, that a new Common Stock Warrant Certificate for the balance of such Warrant Shares to be registered in the name of, and delivered to, the Holder at the address below, as provided in the Warrant. The undersigned Holder hereby irrevocable elects to pay for the above referenced Warrant Shares pursuant to (check one): [ ] Section 1.1(a) of this Warrant, or [ ] Section 1.1(b) of this Warrant. Dated: _____________________ _____________________________________ (Signature of Holder) ______________________________________ (Address) _______________________________________ _______________________________________ (Social Security or Federal I.D. Number) _______________________________________ (Signature(s) guaranteed -----END PRIVACY-ENHANCED MESSAGE-----