PERMA FIX ENVIRONMENTAL SERVICES INC (PESI) Risk Factors

ITEM 1A. RISK FACTORS

The
following are certain risk factors that could affect our business, financial performance, and results of operations. These risk factors
should be considered in connection with evaluating the forward-looking statements contained in this Form 10-K, as the forward-looking
statements are based on current expectations, and actual results and conditions could differ materially from the current expectations.
Investing in our securities involves a high degree of risk, and before making an investment decision, you should carefully consider these
risk factors as well as other information we include or incorporate by reference in the other reports we file with the Securities and
Exchange Commission (the “Commission”).

Risks
Relating to our Business and Operations:

The
failure of Congress to approve appropriations bills in a timely manner for the federal government agencies and departments we support,
or the failure of the Administration and Congress to reach an agreement on fiscal issues, could delay and reduce spending, cause us to
lose revenue and profit, and affect our cash flow.

On
an annual basis, Congress is required to approve appropriations bills that govern spending by each of the federal government agencies
and departments we support. When Congress is, or Congress and the Administration are, unable to agree on budget priorities or specifics,
and thus unable to pass annual appropriations bills on a timely basis, Congress typically enacts a continuing resolution (“CR”).
CRs generally allow federal government agencies and departments to operate at spending levels based on the previous fiscal year. When
agencies and departments operate on the basis of a CR, funding we expect to receive from clients for work we are already performing and
for new initiatives may be delayed or canceled. Congress and the Administration have from time to time, failed to agree on a CR, resulting
in temporary shutdowns of non-essential federal government functions and our work on such functions. Failures by Congress and the Administration
to enact appropriations bills in a timely manner can force federal government agencies and departments to shut down or to cancel, change,
or delay the implementation of existing or new initiatives. Such events may result in the loss of revenue and profit, or the deferral
of revenue and profit to later periods.

There
is also the possibility that Congress will fail to raise the U.S. debt ceiling when necessary which, in addition to resulting in federal
government shutdowns, could significantly impact the U.S. and global economy, affecting the discretionary spending decisions of our non-governmental
clients and affecting the capital markets and our access to sources of liquidity on terms that are acceptable to us.

Budget
compromises that may be needed for future fiscal years may continue to be extraordinarily difficult given the complicated grassroots
political environment, a closely divided Congress, an increasing federal deficit and debt load, and a challenged economy.

The
budgets of many of our state and local government clients are also subject to similar divisions, risks, and uncertainties as are inherent
in the federal budget process.

Changes
in government regulation, policy and programs could impact our business, affecting our profitability and future growth.

A
material amount of our revenue is derived from various federal government contracts or subcontracts. Continuous program and policy decision
changes in the U.S. federal government could negatively impact our business. Recent program and policy changes since the beginning of the
new Administration have included, among other things, a scaled down government workforce and further changes in policies related to tariffs.
Continued trade tensions and restrictions on trade between the U.S. and other countries, including tariffs imposed by the U.S and other
countries could negatively affect our business. These program and policy change effects may include disruption in supply chains, increased
costs on products that we utilize in our business operations, reduce profitability on waste that we treat for international clients and
increased cybersecurity threats, among other things. Shift in decreased priorities in government funding for remediation projects
by the Administration may also negatively impact our results of operations and financial conditions.

Failure
to maintain our financial assurance coverage that we are required to have in order to operate our permitted treatment, storage and
disposal facilities could have a material adverse effect on us.

We
maintain finite risk insurance policies and bonding mechanisms which provide financial assurance to the applicable states for our permitted
facilities in the event of unforeseen closure of those facilities. We are required to provide and to maintain financial assurance that
guarantees to the state that in the event of closure, our permitted facilities will be closed in accordance with the regulations. Although
we have not had a problem as of the date of this report in maintaining our financial assurance coverage, in the event that we are unable
to obtain or maintain our financial assurance coverage for any reason, this could materially impact our operations and our permits which
we are required to have in order to operate our treatment, storage, and disposal facilities.

If
we cannot maintain adequate insurance coverage, we will be unable to continue certain operations.

Our
business exposes us to various risks, including claims for causing damage to property and injuries to persons that may involve allegations
of negligence or professional errors or omissions in the performance of our services. Such claims could be substantial. We believe that
our insurance coverage is presently adequate. If we are unable to obtain adequate or required insurance coverage in the future, or if
our insurance is not available at affordable rates, we would violate our permit conditions and other requirements of the environmental
laws, rules, and regulations under which we operate. Such violations would render us unable to continue certain of our operations. These
events would have a material adverse effect on our financial condition.

The
inability to maintain existing federal government contracts or win new government contracts over an extended period could have a material
adverse effect on our operations and adversely affect our future revenues.

A
material amount of our Treatment and Services Segments’ revenues are generated through various federal government contracts or
subcontracts. Most of our federal government contracts or our subcontracts granted under federal government contracts are awarded through
a regulated competitive bidding process. Some federal government contracts are awarded to multiple competitors, which increase overall
competition and pricing pressure and may require us to make sustained post-award efforts to realize revenues under these government contracts.
Contracts with, or subcontracts involving, federal government are generally terminable for convenience at any time at the option of the
governmental agency. From time to time, we have experienced difficulty in obtaining new federal contracts or subcontracts. If we fail
to maintain or replace these relationships, or if a material contract is terminated or renegotiated in a manner that is materially adverse
to us, our revenues and future operations could be materially adversely affected.

Our
existing and future customers may reduce or halt their spending on hazardous waste and nuclear services with outside vendors, including
us.

A
variety of factors may cause our existing or future customers to reduce, delay or halt their spending on hazardous waste and nuclear
services from outside vendors, including us. These factors include, but are not limited to, the following. We have experienced certain
of the below factors from time to time:

These
events could result in or cause government clients to terminate or cancel existing contracts involving us to treat, store or dispose
of contaminated waste and/or to perform remediation projects, at one or more of government sites. These events also could adversely affect
us to the extent that they result in the reduction or elimination of contractual requirements, lower demand for nuclear services, burdensome
regulation, disruptions of shipments or production, increased operational costs or difficulties or increased liability for actual or
threatened property damage or personal injury.

Economic
downturns, reductions in federal government funding or other events beyond our control could have a material negative impact on our businesses.

Demand
for our services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors
beyond our control, including, without limitation, economic conditions, reductions in the budget for spending to remediate federal sites
due to numerous reasons including, without limitation, the substantial deficits that the federal government has and is continuing to
incur, domestic political environment, and competing demands for federal funds that can pressure various areas. During economic downturns,
large budget deficits that the federal government and many states are experiencing, and other events beyond our control, including, but
not limited to the impact from public health events or other unforeseen public health event, the ability of private and government entities
to spend on waste services, including nuclear services, may decline significantly. Our operations depend, in large part, upon governmental
funding (for example, the annual budget of the DOE) or specifically mandated levels for different programs that are important to our
business could have a material adverse impact on our business, financial position, results of operations and cash flow.

The
loss of one or a few customers could have an adverse effect on us.

One
or a few governmental customers or governmental related customers have in the past, and may in the future, account for a significant
portion of our revenue in any one year or over a period of several consecutive years. Because customers generally contract with us for
specific projects, we may lose, and have in the past lost, these significant customers from year to year as their projects with us are
completed. Our inability to replace the business with other similar significant projects could have an adverse effect on our business
and results of operations.

We
are a holding company and depend, in large part, on receiving funds from our subsidiaries to fund our indebtedness.

Because
we are a holding company and operations are conducted through our subsidiaries, our ability to meet our obligations depends, in large
part, on the operating performance and cash flows of our subsidiaries.

Our
Treatment Segment has limited end disposal sites to utilize to dispose of its waste which could significantly impact our results of operations.

Our
Treatment Segment has limited options available for disposal of our nuclear waste. Currently, there are only four commercial disposal
sites for our low-level radioactive waste and six commercial disposal sites for our very low-level activity waste we receive from non-governmental
sites, allowing us to take advantage of the pricing competition between these sites. If one or more of these commercial disposal sites
ceases to accept waste or closes for any reason or refuses to accept the waste of our Treatment Segment, for any reason, we would have
limited remaining site to dispose of our nuclear waste. With limited end disposal site to dispose of our waste, we could be subject to
significantly increased costs which could negatively impact our results of operations.

Direct
and indirect macroeconomic impacts resulting from natural disasters, public health events and/or world conflicts in various regions could
continue to and may in the future negatively impact our business and results of operations.

Natural
disasters such as hurricanes and severe weather conditions and public health threats and outbreaks such as the COVID pandemic have previously
negatively impacted our results of operations. The direct impacts of these such events resulted in delayed waste shipments and temporary
shut-down of projects by certain of our customers, and delays in procurement, contract awards and planning on behalf of our government
clients which negatively impacted our revenue. Residual and lingering macroeconomic effects from these such events could again in the
future impact supply chain, workforce availability, and/or increased costs which could have a downward effect on our business, financial
condition and results of operations. Additionally, world conflicts occurring in various regions may lead to similar macroeconomic effects
which could have a downward effect on our business, financial conditions and results of operations. We may attempt to increase our sales
prices in order to maintain satisfactory margin; however, competitive pressures in our industry may have the effect of inhibiting our
ability to reflect these increased costs in the prices of our services that we provide to our customers and therefore reduce our profitability.

Our
operations are subject to seasonal factors, which cause our revenues to fluctuate.

We
have historically experienced reduced revenues and losses during the first and fourth quarters of our fiscal years due to a seasonal
slowdown in operations from poor weather conditions, overall reduced activities during these periods resulting from holiday periods,
and finalization of government budgets during the fourth quarter of each year. During our second and third fiscal quarters there has
historically been an increase in revenues and operating profits. If we do not continue to have increased revenues and profitability during
the second and third fiscal quarters, this could have a material adverse effect on our results of operations and liquidity.

We
are engaged in highly competitive businesses and typically must bid against other competitors to obtain major contracts.

We
are engaged in highly competitive business in which most of our government contracts and some of our commercial contracts are awarded
through competitive bidding processes. We compete with national, regional firms and some international firms with nuclear and/or hazardous
waste services practices, as well as small or local contractors. Some of our competitors have greater financial and other resources than
we do, which can give them a competitive advantage. In addition, even if we are qualified to work on a new government contract, we might
not be awarded the contract because of existing government policies designed to protect certain types of businesses and under-represented
minority contractors. Although we believe we have the ability to certify and bid government contract as a small business, there are a
number of qualified small businesses in our market that will provide intense competition. For international business, which we continue
to focus on, there are additional competitors, many from within the country the work is to be performed, making winning work in foreign
countries more challenging. Competition places downward pressure on our contract prices and profit margins. From time to time, we have
not been awarded a contract due to one or more of the above competitive conditions. If we are unable to meet these competitive challenges,
resulting in our ability to be awarded contracts, we could lose market share and experience an overall reduction in our profits.

We
bear the risk of cost overruns in fixed-price contracts. We may experience reduced profits or, in some cases, losses under these contracts
if costs increase above our estimates.

Our
revenues may be earned under contracts that are fixed-price or maximum price in nature. A number of contracts in our Services Segment
are fixed-price or maximum price contracts. Fixed-price contracts expose us to a number of risks not inherent
in cost-reimbursable contracts. Under fixed price and guaranteed maximum-price contracts, contract prices are established in part on
cost and scheduling estimates which are based on a number of assumptions, including assumptions about future economic conditions, prices
and availability of labor, equipment and materials, and other exigencies. If these estimates prove inaccurate, or if circumstances change
such as unanticipated technical problems, difficulties in obtaining permits or approvals, changes in laws or labor conditions, supply
chain interruptions, weather delays, cost of raw materials, our suppliers’ or subcontractors’ inability to perform, and/or
other events beyond our control, such as the impact of public health events, cost overruns may occur and we could experience reduced
profits or, in some cases, a loss for that project. Errors or ambiguities as to contract specifications can also lead to cost-overruns.

Adequate
bonding is necessary for us to win certain types of new work and support facility closure requirements.

We
are often required to provide performance bonds to customers under certain of our contracts, primarily within our Services Segment. These
surety instruments indemnify the customer if we fail to perform our obligations under the contract. If a bond is required for a particular
project and we are unable to obtain it due to insufficient liquidity or other reasons, we may not be able to pursue that project. In
addition, we provide bonds to support financial assurance in the event of facility closure pursuant to state requirements. We currently
have a bonding facility but, the issuance of bonds under that facility is at the surety’s sole discretion. Moreover, due to events
that affect the insurance and bonding markets generally, bonding may be more difficult to obtain in the future or may only be available
at significant additional cost. There can be no assurance that bonds will continue to be available to us on reasonable terms. Our inability
to obtain adequate bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition
and results of operations.

If
we cannot maintain our permits or cannot obtain required permits, we may not be able to continue or expand our operations.

We
are a nuclear services and waste management company. Our business is subject to extensive, evolving, and increasingly stringent federal,
state, and local environmental laws and regulations. Such federal, state, and local environmental laws and regulations govern our activities
regarding the treatment, storage, recycling, disposal, and transportation of hazardous and non-hazardous waste and low-level radioactive
waste. We must obtain and maintain permits or licenses to conduct these activities in compliance with such laws and regulations. Failure
to obtain and maintain the required permits or licenses would have a material adverse effect on our operations and financial condition.
If any of our facilities are unable to maintain currently held permits or licenses or obtain any additional permits or licenses which
may be required to conduct its operations, we may not be able to continue those operations at these facilities, which could have a material
adverse effect on us.

Risks
Related to Laws and Regulations:

As
a government contractor, we are subject to extensive government regulation, and our failure to comply with applicable regulations could
subject us to penalties that may restrict our ability to conduct our business.

Our
governmental contracts or subcontracts relating to DOE and DOW sites are a significant part of our business. Allowable costs under U.S.
government contracts are subject to audit by the U.S. government. Although we believe that we have complied with applicable environmental
regulations, if these audits result in determinations that costs claimed as reimbursable are not allowed costs or were not allocated
in accordance with applicable regulations, we could be required to reimburse the U.S. government for amounts previously received.

Governmental
contracts or subcontracts involving governmental facilities are often subject to specific procurement regulations, contract provisions
and a variety of other requirements relating to the formation, administration, performance and accounting of these contracts. Many of
these contracts include express or implied certifications of compliance with applicable regulations and contractual provisions. If we
fail to comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts involving governmental
facilities could be terminated or we could be suspended from government contracting or subcontracting. If one or more of our governmental
contracts or subcontracts are terminated for any reason, or if we are suspended or debarred from government work, we could suffer a significant
reduction in expected revenues and profits. Furthermore, as a result of our governmental contracts or subcontracts involving governmental
facilities, claims for civil or criminal fraud may be brought by the government or violations of these regulations, requirements or statutes.

Changes
in environmental regulations and enforcement policies could subject us to additional liability and adversely affect our ability to continue
certain operations.

We
cannot predict the extent to which our operations may be affected by future governmental enforcement policies as applied to existing
environmental laws, by changes to current environmental laws and regulations, or by the enactment of new environmental laws and regulations.
Any predictions regarding possible liability under such laws are complicated further by current environmental laws which provide that
we could be liable, jointly and severally, for certain activities of third parties over whom we have limited or no control.

Our
businesses subject us to substantial potential environmental liability.

Our
business of rendering services in connection with management of waste, including certain types of hazardous waste, low-level radioactive
waste, and mixed waste (waste containing both hazardous and low-level radioactive waste), subjects us to risks of liability for damages.
Such liability could involve, without limitation:

Our
operations are subject to numerous environmental laws and regulations. We have in the past, and could in the future, be subject to substantial
fines, penalties, and sanctions for violations of environmental laws and substantial expenditures as a responsible party for the cost
of remediating any property which may be contaminated by hazardous substances generated by us and disposed at such property or transported
by us to a site selected by us, including properties we own or lease.

As
our operations expand, we may be subject to increased litigation, which could have a negative impact on our future financial results.

Our
operations are highly regulated and we are subject to numerous laws and regulations regarding procedures for waste treatment, storage,
recycling, transportation, and disposal activities, all of which may provide the basis for litigation against us. In recent years, the
waste treatment industry has experienced a significant increase in so-called “toxic-tort” litigation as those injured by
contamination seek to recover for personal injuries or property damage. We believe that, as our operations and activities expand, there
will be a similar increase in the potential for litigation alleging that we have violated environmental laws or regulations or are responsible
for contamination or pollution caused by our normal operations, negligence or other misconduct, or for accidents which occur in the course
of our business activities. Such litigation, if significant and not adequately insured against, could adversely affect our financial
condition and our ability to fund our operations. Protracted litigation would likely cause us to spend significant amounts of our time,
effort, and money. This could prevent our management from focusing on our operations and expansion.

If
environmental regulation or enforcement is relaxed, the demand for our services could decrease.

The
demand for our services is substantially dependent upon the public’s concern with, and the continuation and proliferation of, the
laws and regulations governing the treatment, storage, recycling, and disposal of hazardous, non-hazardous, and low-level radioactive
waste. A decrease in the level of public concern, the repeal or modification of these laws, or any significant relaxation of regulations
relating to the treatment, storage, recycling, and disposal of hazardous waste and low-level radioactive waste could significantly reduce
the demand for our services and could have a material adverse effect on our operations and financial condition. We are not aware of any
current federal or state government or agency efforts in which a moratorium or limitation has been, or will be, placed upon the creation
of new hazardous or radioactive waste regulations that would have a material adverse effect on us; however, no assurance can be made
that such a moratorium or limitation will not be implemented in the future.

We
and our customers operate in a politically sensitive environment, and the public perception of nuclear power and radioactive materials
can affect our customers and us.

We
and our customers operate in a politically sensitive environment. Opposition by third parties to particular projects can limit the handling
and disposal of radioactive materials. Adverse public reaction to developments in the disposal of radioactive materials, including any
high-profile incident involving the discharge of radioactive materials, could directly affect our customers and indirectly affect our
business. Adverse public reaction also could lead to increased regulation or outright prohibition, limitations on the activities of our
customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our
business.

The
elimination or any modification of the Price-Anderson Act’s indemnification authority could have adverse consequences for our business.

The
Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use, and storage of radioactive materials.
The Price-Anderson Act (“PAA”) supports the nuclear services industry by offering broad indemnification to DOE contractors
for liabilities arising out of nuclear incidents at DOE nuclear facilities. That indemnification protects DOE prime contractors, but
also similar companies that work under contract or subcontract for a DOE prime contract or transports radioactive material to or from
a site. Congress extended the indemnification authority under the PAA, including DOE’s ability to indemnify DOE contractors, to
December 31, 2065, as part of the Further Consolidated Appropriations Act, 2024 (Public Law 118-47).

Under
certain conditions, the PAA’s indemnification provisions may not apply to our processing of radioactive waste at governmental facilities
and may not apply to liabilities that we might incur while performing services as a contractor for the DOE and the nuclear energy industry.
If an incident or evacuation is not covered under PAA indemnification, we could be held liable for damages, regardless of fault, which
could have an adverse effect on our results of operations and financial condition. If such indemnification is not available in the future, our business could be adversely
affected if the owners and operators of new facilities fail to retain our services in the absence of adequate commercial insurance and
indemnification.

Risks
Relating to our Financial Performance and Position and Need for Financing:

If
any of our permits, other intangible assets, and tangible assets become impaired, we may be required to record significant charges to
earnings.

Under
accounting principles generally accepted in the United States (“U.S. GAAP”), we review our intangible and tangible assets
for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Our permits are tested for
impairment at least annually. Factors that may be considered a change in circumstances, indicating that the carrying value of our permit,
other intangible assets, and tangible assets may not be recoverable, include a decline in stock price and market capitalization, reduced
future cash flow estimates, and slower growth rates in our industry. We may be required, in the future, to record impairment charges
in our financial statements, in which any impairment of our permit, other intangible assets and tangible assets is determined. Such impairment
charges could negatively impact our results of operations.

Breach
of any of the covenants in our credit facility could result in a default, triggering repayment of outstanding debt under the credit facility
and the termination of our credit facility.

Our
credit facility with our bank contains financial covenants, including requirements to maintain minimum daily Liquidity (defined under
our loan agreement as borrowing availability under our revolving credit plus cash in our money market deposit account (“MMDA”)
maintained with our lender) amounts. We have met all of our financial covenant requirements during 2025. If we fail to meet any of our
financial covenants going forward and our lender does not waive the non-compliance or revise our covenant requirement so that we are
in compliance, our lender could accelerate the payment of our borrowings under our credit facility and terminate our credit facility.
In such event, we may not have sufficient liquidity to repay our debt under our credit facility and other indebtedness and/or operate
our business.

A
lack of positive operating results could limit our borrowing capacity under our credit facility.

The
maximum amount available for borrowing under the revolving portion of our credit facility is based on a percentage of our eligible accounts
receivable outstanding at any given time, reduced by outstanding standby letters of credit and any discretionary borrowing base reductions
imposed by our lender. As a result, our borrowing capacity fluctuates based on the level and quality of our receivables and the lender’s
determinations. If we do not generate positive operating results, our accounts receivable and overall borrowing base could decline, which
would reduce the amount available to us under the credit facility. A reduction in borrowing availability could limit our access to working
capital and constrain our ability to fund operations, capital expenditures, and other business needs. Our ability to make scheduled principal
and interest payments, refinance existing indebtedness, and borrow under our credit facility depends on our future operating performance
and cash flows, which are subject to prevailing economic conditions and financial, competitive, business, and other factors, many of
which are beyond our control. A limitation on our borrowing capacity could have a material adverse effect on our business, financial
condition, and results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources” for a discussion of management’s current liquidity expectations and assumptions.

If
our financial and operating activities are limited, it could adversely affect our ability to incur additional debt to fund future needs.

In
such an event, one or more of the following could occur:

Any
of the foregoing could adversely impact our operating results, financial condition, and liquidity. Our ability to continue our operations
depends on our ability to generate profitable operations or complete equity or debt financings to increase our capital, when needed.

We
may be unable to utilize loss carryforwards in the future.

The
Company has estimated net operating loss carryforwards (“NOLs”) for federal, state and foreign income tax purposes. All of
our NOLs can be carried forward and applied against future taxable income, if any, and expire in various amounts starting in 2026 with
the exception of our federal NOLs which do not expire. Our net loss carryforwards are subject to various limitations. Our ability to
use the net loss carryforwards depends on whether we are able to generate sufficient income in the future years. Due to our financial
performances in recent years, we fully reserved these loss carryforwards in 2024. Further, our net loss carryforwards have not been audited
or approved by the Internal Revenue Service.

We
sustained losses in each of the years 2025 and 2024 and our inability to become profitable on an annual basis in the foreseeable future
could have a material adverse effect on our operations, credit facility, liquidity and potential growth.

The
Company sustained losses in each of the years 2025 and 2024. We believe that our results of operations should improve in 2026. If, however,
we fail to become profitable on an annualized basis in the foreseeable future, this could have a material adverse effect on our operations,
credit facility, liquidity and potential growth. See “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources” for a discussion of management’s current liquidity expectations
and assumptions.

Risks
Relating to our Common Stock:

Issuance
of substantial amounts of our common stock, par value $0.001 per share (the “Common Stock”) could depress our stock price
or dilute the percentage ownership of our Common Stockholders.

Any
sales of substantial amounts of our Common Stock in the public market could cause an adverse effect on the market price of our Common
Stock and could impair our ability to raise capital through the sale of additional equity securities. The issuance of our Common Stock
will result in dilution in the percentage equity interest of our stockholders and dilution
in ownership value. Future sales of the shares issuable could also depress the market price of our Common Stock.

We
do not intend to pay dividends on our Common Stock in the foreseeable future.

Since
our inception, we have not paid cash dividends on our Common Stock, and we do not anticipate paying any cash dividends in the foreseeable
future. Our credit facility prohibits us from paying cash dividends on our Common Stock without prior approval from our lender.

The
price of our Common Stock may fluctuate significantly, which may make it difficult for our stockholders to resell our Common Stock when
a stockholder wants or at prices a stockholder finds attractive.

The
price of our Common Stock on the Nasdaq Capital Market constantly fluctuates. We expect that the market price of our Common Stock will
continue to fluctuate. This may make it difficult for our stockholders to resell the Common Stock when a stockholder wants or at prices
a stockholder finds attractive.

General
Risk Factors:

Loss
of certain key personnel could have a material adverse effect on us.

Our
success depends on the contributions of our key management, environmental and engineering personnel. Our future success depends on our
ability to retain and expand our staff of qualified personnel, including environmental specialists and technicians, sales personnel,
and engineers. Without qualified personnel, we may incur delays in rendering our services or be unable to render certain services. We
have in the past lost certain key personnel. We cannot be certain that we will be successful in our efforts to attract and retain qualified
personnel as their availability is limited due to the demand for hazardous waste management services and the highly competitive nature
of the hazardous waste management industry. We do not maintain key person insurance on any of our employees, officers, or directors.

We
may not be successful in winning new business from our government, commercial or international customers.

We
must be successful in winning business from our government, commercial and international customers
to replace revenues from projects that we have completed or that are nearing completion and to increase our revenues. We bid on numerous
projects and are not always successful in being selected as the winning bid. Our business and operating results can be adversely affected
by the size and timing of a single material contract.

Our
failure to maintain our safety record could have an adverse effect on our business.

Our
safety record is critical to our reputation. We have from time to time, experienced incidents which impacted certain safety records.
In addition, many of our government and commercial customers require that we maintain certain specified safety record guidelines to be
eligible to bid for contracts with these customers. Furthermore, contract terms may provide for automatic termination in the event that
our safety record fails to adhere to agreed-upon guidelines during performance of the contract. As a result, our failure to maintain
our safety record could have a material adverse effect on our business, financial condition and results of operations.

Systems
failures, interruptions or breaches of security and other cybersecurity risks could have an adverse effect on our financial condition
and results of operations.

We
are subject to certain operational risks to our information systems. Because of efforts on the part of computer hackers and cyberterrorists
to breach data security of companies, we face risk associated with potential failures to adequately protect critical corporate, customer
and employee data. As part of our business, we develop and retain confidential data about us and our customers, including the U.S. government.
We also rely on the services of a variety of vendors to meet our data processing and communications needs.

Despite
our implemented security measures and established policies, we cannot be certain that all of our systems are entirely free from vulnerability
to attack or other technological difficulties or failures or failures on the part of our employees to follow our established security
measures and policies. Information security risks have increased significantly. Our technologies, systems, and networks may become the
target of cyber-attacks, computer viruses, malicious code, or information security breaches that could result in the unauthorized release,
gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential, proprietary and other information and
the disruption of our business operations. A security breach could adversely impact our customer relationships, reputation and operations,
result in violations of applicable privacy and other laws and/or financial loss to us or to our customers or to our employees, and similar
litigation exposure. While we maintain a system of internal controls and procedures, any breach, attack, or failure as discussed above
could have a material adverse impact on our business, financial condition, and results of operations or liquidity.

There
is also increasing attention on the importance of cybersecurity relating to infrastructure. This creates the potential for future
developments in regulations relating to cybersecurity that may adversely impact us, our customers and how we offer our services to our
customers.

Climate
change could negatively impact the Company’s operations and financial condition.

Climate
change may present both immediate and long-term risks to the Company and our customers and these risks may increase over time. Climate
risks can arise from both physical risks (those risks related to the physical effects of climate change) and transition risks (risks
related to governmental regulatory requirements, legal technology, market and reputational changes from a transition to a low carbon
economy). Climate change could have a material, adverse effect on environmental companies like ours that are involved in the treatment,
disposal and other services related to hazardous waste, radioactive waste and/or mixed (waste that contain both hazardous and radioactive)
waste by changing or restricting how we perform our services or what services we can perform or taking action that materially increases
our costs to do business in order to regulate or reduce climate change.

Failure
to obtain intellectual property protection for our proprietary technologies could negatively affect us.

We
believe that it is important that we maintain our proprietary technologies. There can be no assurance that our steps to protect our proprietary
technologies will be adequate to prevent misappropriation of these technologies by third parties. Such misappropriation could adversely
affect our operations and financial condition. Changes to current environmental laws and regulations also could limit the use of our
proprietary technology.

Failure
to maintain effective internal control over financial reporting or failure to remediate a material weakness in internal control over
financial reporting could have a material adverse effect on our business, operating results, and stock price.

Maintaining
effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important in
helping to prevent financial fraud. If we are unable to maintain adequate internal controls, our business and operating results
could be harmed. We are required to satisfy the requirements of Section 404 of Sarbanes Oxley and the related rules of the
Commission, which require, among other things, management to assess annually the effectiveness of our internal control over
financial reporting. If we are unable to maintain adequate internal control over financial reporting or remediate any material weakness identified, there is a reasonable
possibility that a misstatement of our annual or interim financial statements will not be prevented or detected in a timely manner.
If we cannot produce reliable financial reports, investors could lose confidence in our reported financial information, the market
price of our Common Stock could decline significantly, and our business, financial condition, and reputation could be
harmed.

Delaware
law, certain of our charter provisions, our stock option plans, outstanding warrants and our Preferred Stock may inhibit a change of
control under circumstances that could give you an opportunity to realize a premium over prevailing market prices.

We
are a Delaware corporation governed by the Delaware General Corporation Law. In general, Section 203 prohibits a Delaware public corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years after
the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed
manner. As a result of Section 203, potential acquirers may be discouraged from attempting to effect acquisition transactions with us,
thereby possibly depriving our security holders of certain opportunities to sell, or otherwise dispose of, such securities at above-market
prices pursuant to such transactions. Further, certain of our option plans provide for the immediate acceleration of, and removal of
restrictions from, options and other awards under such plans upon a “change of control” (as defined in the respective plans).
Such provisions may also have the result of discouraging acquisition of us. All of our authorized preferred stock are available for issuance.
Future sales of authorized and unissued shares could be used by our management to make it more difficult for, and thereby discourage,
an attempt to acquire control of us.