COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of Isonics CorporationIsonics Corp • February 25th, 2005 • Chemicals & allied products
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Isonics Corporation, a California corporation (the "Company"), up to shares (the "Warrant Shares") of Common Stock, no par value, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2005 • Isonics Corp • Chemicals & allied products • New York
This Securities Purchase Agreement (this "Agreement") is dated as of February 24, 2005 among Isonics Corporation, a California corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2005 • Isonics Corp • Chemicals & allied products
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 24, 2005 among Isonics Corporation, a California corporation (the "Company"), and the purchasers signatory hereto (each such purchaser is a "Purchaser" and collectively, the "Purchasers").
ESCROW AGREEMENTEscrow Agreement • February 25th, 2005 • Isonics Corp • Chemicals & allied products • New York
THIS ESCROW AGREEMENT (this "Agreement") is made as of February 24, 2005, by and among Isonics Corporation, a California corporation (the "Company"), the purchasers signatory hereto (each a "Purchaser" and together the "Purchasers"), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, New York, New York 10170-0002 (the "Escrow Agent"). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
TO: The Purchasers of Isonics Corporation, 8% Convertible Debentures and Warrants Gentlemen:Isonics Corp • February 25th, 2005 • Chemicals & allied products
This letter will confirm my agreement to vote all shares of Isonics Corporation, a California corporation (the "Company") voting stock over which I have voting control in favor of any resolution presented to the shareholders of the Company to approve the issuance, in the aggregate, more than 19.999% of the number of shares of common stock of the Company outstanding on the date of closing of the pursuant to that certain Securities Purchase Agreement, dated January 10, 2005, among the Company and the purchasers signatory thereto (the "Purchase Agreement") and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Smallcap Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.
