PERMA-FIX ENVIRONMENTAL SERVICES, INC.
AMENDMENT TO COMMON STOCK WARRANT
THIS AMENDMENT TO COMMON STOCK WARRANT (this "Amendment") dated
as of February 7, 1997, is by and between PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the "Company"), and
PRODUCTIVITY FUND II, L.P. (the "Holder").
Recitals
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A. The Holder is the owner of Common Stock Warrant No. W-24,
dated February 10, 1992, to purchase up to 27,560 shares of common
stock, $.001 par value per share, of the Company on the terms and
conditions set forth therein (the "Warrant"). The Warrant presently
expires on February 10, 1997.
B. On the terms and conditions hereinafter set forth, the
Company and the Holder desire to amend the Warrant to (i) extend the
time period within which the Warrant may be exercised and (ii)
reduce the exercise price thereof.
C. The Board of Directors of the Company has authorized and
approved the amendments to the Warrant set forth herein.
Agreement
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NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Unless the context otherwise requires, capitalized terms
used herein shall have the respective meanings given them in the
Warrant.
2. Subject to paragraph 3 below, the Warrant is hereby
amended and modified as follows:
(i) The references to the date "February 10, 1997" on
the second page of the Warrant and in Section 1 thereof are
hereby amended and modified to refer to the date "March 3,
1997"; and
(ii) The Exercise Price set forth in Section 2 of the
Warrant is hereby amended and modified to $1.00 per share of
Common Stock, subject to adjustment from time to time pursuant
to Section 11 of the Warrant.
3. As provided in Section 10(a) of the Warrant, this
Amendment shall become effective only in the event that the holders
of warrants (including the Holder) representing not less than eighty
percent (80%) of the shares of Common Stock issuable upon exercise
of any and all of the Common Stock Warrants consent in writing to
the amendments to the Warrant set forth herein. The Holder and the
Company hereby consent to the amendment of all other Common Stock
Warrants in the manner set forth in paragraph 2 above.
4. This Amendment may be executed in one or more counterparts
and by facsimile.
5. Except as expressly amended hereby, the Warrant remains
in full force and effect and the rights and obligations of the
parties shall be as set forth therein.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first set forth above.
PERMA-FIX ENVIRONMENTAL PRODUCTIVITY FUND II, L.P.
SERVICES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
By:________________________ By:________________________
Title: Chairman and Chief Title: Managing Director
Executive Officer