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EXHIBIT 5.2
SUBSCRIPTION AGREEMENT
International Isotopes Inc.
0000 Xxx Xxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Gentlemen:
The undersigned (the "Subscriber") requests the opportunity to
subscribe for the number of Units, each consisting of one (1) share of the
common stock, $.01 par value per share (the "Stock") and one (1) warrant to
purchase an additional share of Stock at an exercise price of $10.00 per share
("Warrants"), of International Isotopes Inc., a Texas corporation (the
"Corporation"), set forth on the signature page hereto, at a purchase price of
$9.10 per Unit. The undersigned previously participated in the Corporation's
private placement pursuant to the Private Placement Memorandum dated September
17, 1998 (the "1998 Private Placement").
The Subscriber hereby acknowledges that the Subscriber has had full and
complete access to all information regarding the Corporation and has had the
opportunity to review documents provided by the Corporation regarding the
proposed purchase of Units including but not limited to (i) the Company's annual
report on Form 10K for the fiscal year ended December 31, 1998, (ii) a draft of
the Company's Proxy Statement for the 1999 annual meeting, as filed with the
Securities and Exchange Commission on April 30, 1999 and (iii) the Offer Letter
from the Company dated May 1, 1999 (together the "Offering Materials"). The
Subscriber also has had the opportunity to ask questions of the Corporation's
officers or directors, and to receive information satisfactory to the Subscriber
in response to such questions and inquiries.
1. Subscription. The Subscriber hereby irrevocably tenders this
subscription (the "Subscription") for the Units and agrees to make a payment in
the amount set forth on the signature page hereto within 30 days of the
Corporation's acceptance of this Subscription. The Subscriber hereby confirms
the information contained in the Subscriber's Investor Suitability Questionnaire
provided by the Subscriber to the Corporation in connection with the 1998
Private Placement.
It is understood and agreed that the Corporation shall have the right,
in its sole and absolute discretion, to accept or reject this Subscription, in
whole or in part, and that this Subscription shall be deemed to be accepted by
the Corporation only when this Subscription Agreement is signed by the
Corporation. In the event this Subscription is not accepted by the Corporation,
the Subscriber will not be requested to submit payment for the Units subscribed.
The Subscriber understands that this Subscription constitutes an absolute
obligation.
2. Representations and Warranties of the Subscriber. The Subscriber
understands that the Units will be offered and sold in reliance upon certain
exemptions from the securities registration provisions of the Securities Act of
1933, as amended (the "1933 Act"). As a condition to purchasing the Units, and
for the purposes of the above-mentioned exemptions and/or qualifications to the
extent applicable, and knowing that the Corporation will rely upon the
statements made herein for such exemptions, and in determining the suitability
of the investment for the Subscriber, the Subscriber hereby represents and
warrants to the Corporation as follows:
(a) The offering of the Units was made only through direct, personal
contact between the undersigned and a representative of the Corporation;
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(b) The Subscriber understands that the Corporation will rely on the
accuracy and completeness of the information set forth herein and in the
Investor Suitability Questionnaire in complying with its obligations under
applicable state and federal securities statutes and regulations;
(c) The Subscriber has been advised that the Units have not been
registered with the Securities and Exchange Commission under the 1933 Act or
with any state securities regulatory agency and understands that the Units are
being offered in reliance upon certain exemptions from registration under
applicable state and federal securities statutes;
(d) The Subscriber has such knowledge and experience in financial and
business matters that the Subscriber is capable of evaluating the merits and
risks of an investment in the Corporation and the suitability of the Units
subscribed for as an investment, and has had the opportunity to consult with an
attorney, an accountant, and/or a personal advisor with respect to the
investment in the Units;
(e) The Units for which the Subscriber hereby subscribes will be
acquired for the Subscriber's own account for investment and not with the view
toward resale or redistribution; also, the Subscriber is not buying its Units as
a nominee for any other person, and the Subscriber does not presently have any
reason to anticipate any change in circumstances or other particular occasion or
event which would cause the Subscriber to sell the Units subscribed for;
(f) The Subscriber warrants that no representations or warranties have
been made to him by the Corporation as to the tax consequences of this
investment, or as to any profits, losses, cash flow, projected return, or
investment outcome which may be received or sustained as a result of this
investment;
(g) The Subscriber acknowledges that any financial projections prepared
by the Corporation and any other forward looking information are based upon
management=s beliefs as of the date hereof, that they are subject to certain
risks, uncertainties, and assumptions, that actual results could deviate
materially from those projected, and that the Corporation does not undertake any
duty to update such information;
(h) The Subscriber is able to bear the economic risk of the investment
in the Units subscribed for and has sufficient net worth to sustain a loss of
the Subscriber's entire investment in the Corporation without material economic
hardship if such a loss should occur;
(i) The Subscriber acknowledges that the Corporation has made available
to the Subscriber or other personal advisors the opportunity to obtain
additional information to verify the accuracy of the information provided by the
Corporation and to evaluate the risks and merits of this investment;
(j) The Subscriber acknowledges that all information made available to
the Subscriber or the Subscriber=s personal advisors in connection with an
investment in the Units is and shall remain confidential in all respects and may
not be reproduced, distributed, or used for any other purpose without the
consent of the Corporation;
(k) The Subscriber has had an opportunity to ask questions of and
receive satisfactory answers from the Corporation or any person or persons
acting on the Corporation's behalf, concerning the terms and conditions of this
investment, and all such questions have been answered to the full satisfaction
of the Subscriber;
(l) The Subscriber, if an individual, represents that he/she/it is a
bona fide resident and domiciliary, not a transient or temporary resident, of
the state set forth on the signature page hereto. If the Subscriber is a
corporation, trust, or other entity, it represents that it was incorporated or
organized under the laws of the state(s) shown on the signature page hereof; and
if the Subscriber is a partnership, it represents that all of its general
partners are bona fide residents and domiciliaries, not transients or temporary
residents, of the state(s) shown on the signature page hereof; and if the
undersigned is a corporation, trust, partnership, or other entity, it represents
that it was not organized for the specific purpose of acquiring the Units;
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(m) The Subscriber acknowledges and agrees that the Subscriber is not
entitled to cancel, terminate, or revoke this Subscription or any agreements the
Subscriber delivers hereunder;
(n) The funds to be tendered for the purchase of the Units subscribed
for will not represent funds borrowed by the Subscriber from any person or
lending institution except to the extent that the Subscriber has a source of
repaying such funds other than from the sale of the Units. The Units will not
have been, and will not be, pledged or otherwise hypothecated for any such
borrowing;
(o) The Subscriber and the persons executing on behalf of the
Subscriber have all requisite power and authority to enter into this
Subscription Agreement and to perform all of the obligations required to be
performed by the Subscriber as a purchaser of the Units;
(p) The certificate(s) evidencing the Stock and the Warrants will bear
legends referring to the restrictions on transferability as a result of the
applicability of federal and state securities laws to any transfer thereof.
(q) An investment in the Corporation involves certain risks, including
but not limited to those described in the Offering Materials and the Subscriber
has taken full cognizance of and understands all of the risks related to the
purchase of the Units;
(r) The Subscriber, if an individual, represents that either: his/her
individual net worth or joint net worth with his/her spouse, if any, exceeds
$1,000,000 or he/she had an individual income in excess of $200,000 in each of
the two most recent years or joint income with his/her spouse, if any, in excess
of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year;
(s) The Subscriber, if other that an individual, represents that it
meets the definition of an accredited investor,@ as such term is defined in Rule
501 of Regulation D, promulgated under the 1933 Act; and
(t) All information supplied by the Subscriber in the Investor
Suitability Questionnaire is true and correct as of the date hereof, and if the
Subscriber discovers on any subsequent date that such information was not true
and correct when submitted to the Corporation, the Subscriber will immediately
notify the Corporation of such inaccuracy.
3. Indemnification and Release. The Subscriber acknowledges the meaning
and legal consequences of the representations, warranties, and covenants made
herein and that the Corporation and/or its agents have relied upon such
representations, warranties, and covenants in determining the Subscriber's
qualification and suitability to purchase the Units. The Subscriber hereby
agrees to indemnify, defend, and hold harmless the Corporation and its officers,
directors, employees, agents, representatives, and controlling persons, from and
against any and all losses, claims, damages, liabilities, expenses (including
attorneys' fees and disbursements), judgments, or amounts paid in settlement of
actions arising out of or resulting from (a) the untruth of any representation
herein (or in the Investor Suitability Questionnaire) or the breach of any
Subscriber warranty or covenant herein (or in the Investor Suitability
Questionnaire), and (b) violation by the Corporation and its officers,
directors, employees, agents, representatives and controlling persons of any
federal securities act or state securities act by reason of a breach of any
warranty, representation, covenant, or agreement made by the Subscriber in
connection with the purchase of the Units.
4. Survival. All representations, warranties, and covenants contained
in this Subscription Agreement and the indemnification recited above, shall
survive:
(a) the acceptance of the Subscription Agreement by the Corporation;
(b) changes in the transactions, documents, and instruments described
herein which are not material or which are to the benefit of the Subscriber; and
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(c) the death, disability, termination, or dissolution of the
Subscriber or any partner thereof.
The obligation of the Corporation to sell the Units specified herein to the
Subscriber is subject to the condition that the representations and warranties
of the Subscriber contained herein and in the Investor Suitability Questionnaire
shall be true and correct on and as of the acceptance of this Subscription
Agreement in all respects with the same effect as through such representations
and warranties have been made on and as of that date.
5. Limitation on Transfer of Interests. The Subscriber acknowledges
that the Subscriber is aware that there are substantial restrictions on the
transferability of the Units. Since the Units will not be registered under the
1933 Act or any applicable state securities laws, the Units may not be, and the
Subscriber agrees that it shall not be, sold unless the Subscriber complies with
the terms of the restrictive legend on the Stock and Warrants. The Subscriber
also acknowledges that the Subscriber shall be responsible for compliance with
all conditions on transfer imposed by any blue sky or securities law
administrator and for any expenses incurred by the Corporation for legal or
accounting services in connection with reviewing such a proposed transfer.
6. Registration of Stock. The Subscriber is subscribing for the Units
subject to the Company's promise to use its best efforts to file a Registration
Statement with the SEC within 45 days, and to have such Registration Statement
declared effective within 90 days, of the purchase of the Units, registering the
Stock and the shares underlying the Warrants for resale by the Subscriber.
7. Miscellaneous.
(a) All notices or other communications given or made hereunder shall
be in writing and shall be delivered or mailed by registered or certified mail,
return receipt requested, postage prepaid, if to the Subscriber, at the address
set forth below, and if to the Corporation, at 0000 Xxx Xxxxxxxx Xxxx, Xxxxxx,
XX 00000, Attn: Xxx Xxx Xxxxxx and Xxxx Xxxxxx.
(b) This Subscription Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
(c) This Subscription Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.
(d) This Subscription Agreement and the representations and warranties
contained herein shall be binding upon the heirs, executors, legal
representatives, administrators, successors, and assigns of the Subscriber.
(e) The recitals are incorporated in and made a part of this
Subscription. Titles of articles, paragraphs, and subparagraphs are used for
convenience only and are not a part of the text. All terms used in any one
number or gender shall be construed to include any other number or gender as the
context may require.
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IN WITNESS WHEREOF, the Subscriber has executed this Subscription
Agreement on the date set forth below.
Number of Units Subscribed for:
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Total Purchase Price for Units:
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Title to the Stock and Warrants will be held as follows (check one):
Sole Ownership
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Husband and wife, as community property
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Married person, as separate property
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Joint tenant, with right of survivorship
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Tenants in common
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INDIVIDUAL INVESTORS
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Signature of Subscriber Signature of spouse or Co-Owner,
if applicable
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Printed Name of Subscriber Printed Name of spouse
or Co-Owner, if applicable
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Date Date
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ENTITY INVESTORS
Printed name of person or entity
By:
Signature of authorized representative
Printed Name of Authorized
Representative:
Title of Authorized
Representative:
Date:
ACCEPTANCE:
International Isotopes Inc.
By:
Xxxx Xxxxxx, President
Date:
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