Void after December 1, 2003 Warrant No. EP-1
Eagle-Picher Technologies, LLC to acquire 4,000,000 shares
This Warrant and any shares acquired upon the exercise of this
Warrant have not been registered under the Securities Act of 1933.
This Warrant and such shares may not be sold or transferred in the
absence of such registration or an exemption therefrom under said
Act which exemption must be established to the reasonable
satisfaction of the Company. This Warrant and such shares may not
be transferred except upon the conditions specified in this Warrant,
and no transfer of this Warrant or such shares shall be valid or
effective unless and until such conditions shall have been complied
with.
ISONICS CORPORATION
COMMON STOCK PURCHASE WARRANT
Isonics Corporation (the "Company"), having its principal office at
5906 McIntyre Street, Golden, Colorado, 80403 hereby certifies that, for
value received, EAGLE-PICHER TECHNOLOGIES, LLC, or permitted assigns, is
entitled, subject to the terms set forth below, to purchase from the Company
at any time on or from time to time after the date hereof (the "Original
Issue Date") and before 5:00 P.M., New York City time, on May 30, 2003, or as
otherwise defined herein (the "Expiration Date"), 4,000,000 fully paid and
non-assessable shares of Common Stock of the Company, at the initial Purchase
Price per share (as defined below) of $3.75. The number and character of
such shares of Common Stock and the Purchase Price per share are subject to
adjustment as provided herein.
1. DEFINITIONS. As used herein the following terms, unless the
context otherwise requires, have the following respective meanings:
The term "Affiliate" means, with respect to any Person, (i) any
Person directly or indirectly controlling, controlled by, or under common
control with another Person, including, without limitation, any director or
executive officer thereof, or (ii) any family member of such controlling
Person. For purposes of determining whether a Person is an Affiliate, the
term ?control? shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of securities, contract or otherwise.
The term "Company" includes the Company and any corporation which
shall succeed to or assume the obligations of the Company hereunder.
The term "Common Stock" includes all stock of any class or
classes (however designated) of the Company, authorized upon the Original
Issue Date or thereafter, the holders of
which shall have the right, without limitation as to amount, either to all or
to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference, and the holders of which shall ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been suspended
by the happening of such a contingency).
The term "Exchange Act" means the Securities Exchange Act of 1934
as the same shall be in effect at the time.
The term "Expiration Date" means the date set forth in the first
paragraph above.
The term "Holder" means any record owner of this Warrant or
Underlying Securities.
The term "Nasdaq" shall mean the Nasdaq Small Cap Market or other
principal market on which the Common Stock is traded.
The term "Original Issue Date" shall mean November 30, 1999.
The term "Person" shall mean any person or entity.
The term "Purchase Price per share" shall be the then applicable
exercise price for one share of Common Stock.
The term "Securities Act" means the Securities Act of 1933 as the
same shall be in effect at the time.
The term "Underlying Securities" shall mean any Common Stock or
other securities issued or issuable upon exercise of Warrants.
The term "Warrant" shall mean, as applicable, this Warrant or
each right as set forth in this Warrant to purchase one share of Common
Stock, as adjusted.
2. EXERCISE OF WARRANT.
2.1 EXERCISE IN FULL. Subject to the provisions hereof, this
Warrant may be exercised in full by the Holder hereof by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by such
Holder, to the Company at its principal office accompanied by payment, in cash
or by certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of Common Stock called
for on the face of this Warrant (without giving effect to any adjustment
therein) by the Purchase Price per share.
2.2 PARTIAL EXERCISE. Subject to the provisions hereof, this
Warrant may be
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exercised in part by surrender of this Warrant in the manner and at the place
provided in Section 2.1 except that the amount payable by the Holder upon any
partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock (without giving effect to any adjustment therein)
designated by the Holder in the subscription at the end hereof by (b) the
Purchase Price per share. No partial exercise may be accomplished for fewer
than 1,000,000 shares. Upon any such partial exercise, the Company at its
expense will forthwith issue and deliver to or upon the order of the Holder
hereof a new Warrant or Warrants of like tenor, in the name of the Holder
hereof or (upon payment by such Holder of any applicable transfer taxes) as
such Holder may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock equal (without giving effect
to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the number of such shares designated by the Holder
in the subscription at the end hereof.
2.3 EXERCISE BY SURRENDER OF WARRANT OR SHARES OF COMMON STOCK.
In addition to the method of payment set forth in Sections 2.1 and 2.2 and in
lieu of any cash payment required thereunder, the Holder of the Warrants
shall have the right at any time and from time to time to exercise the
Warrants in full or in part by surrendering shares of Common Stock or the
Warrant Certificate in the manner and at the place specified in Section 2.1
as payment of the aggregate Purchase Price per share for the Warrants to be
exercised. The number of Warrants or shares of Common Stock to be
surrendered in payment of the aggregate Purchase Price for the Warrants to be
exercised shall be determined by multiplying the number of Warrants to be
exercised by the Purchase Price per share, and then dividing the product
thereof by an amount equal to the Market Price (as defined below). As used
herein, the phrase "Market Price" at any date shall be deemed to be (i) if
the principal trading market for such securities is any exchange, the last
reported sale price, or, in case no such reported sale takes place on such
date, the last reported sale prices for the previous ten (10) trading days in
which a sale was reported, in either case as officially reported on any
consolidated tape, (ii) if the principal market for such securities is the
over-the-counter market, the high bid price on such trading days as set forth
by Nasdaq or, (iii) if the security is not quoted on Nasdaq, the high bid
price as set forth in the National Quotation Bureau sheet listing such
securities for such day. Notwithstanding the foregoing, if there is no
reported closing price or high bid price, as the case may be, on any of the
ten trading days preceding the event requiring a determination of Market
Price hereunder, then the Market Price shall be determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.
2.4 EXERCISE PURSUANT TO EXEMPTION. The Holder may only
exercise the Warrant if, at the time of exercise, there is an exemption
available for the exercise of the warrant established under federal and
applicable state laws regulating the offer and sale of securities. The
Company agrees to cooperate with the Holder in establishing such exemption,
and the Company will provide the Holder with an investment letter prior to
the time of exercise to assist the Holder in establishing the availability of
appropriate exemptions.
3. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within fifteen business days thereafter, the Company at its own expense
(including the payment by it of any applicable issue taxes) will
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cause to be issued in the name of and delivered to the Holder hereof, or as
such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct, a certificate or certificates for the number of fully paid and
non-assessable shares of Common Stock to which such Holder shall be entitled
upon such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction multiplied by
the then current Market Price of one full share, together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such exercise pursuant to Section 4 or
otherwise.
4. ADJUSTMENT FOR DIVIDENDS AND STOCK SPLITS. If the Company
shall at any time or from time to time while the Warrant is outstanding, pay
a dividend or make a distribution on its Common Stock in shares of Common
Stock, subdivide its outstanding shares of Common Stock into a greater number
of shares or combine its outstanding shares into a smaller number of shares
or issue by reclassification (or by way of a forward or reverse stock split)
of its outstanding shares of Common Stock any shares of its capital stock,
then the number of Warrant Shares purchasable upon exercise of the Warrant
and the Purchase Price per share in effect immediately prior to the date
upon which such change shall become effective, shall be adjusted by the
Company so that the Holder thereafter exercising the Warrant shall be
entitled to receive the number of shares of Common Stock or other capital
stock which the Holder would have received if the Warrant had been exercised
immediately prior to such event. Such adjustment shall be made successively
whenever any event listed above shall occur. An adjustment shall become
effective immediately after the record date in the case of each dividend or
distribution and immediately after the effective date of each other event
which requires an adjustment.
5. MERGER. If notice has been given as provided in Section 9, this
Warrant shall terminate upon the occurrence of a transaction described in
Section 9(b) with an entity which is not an Affiliate of the Company and in
which the stock of the Company is changed into the right to receive cash,
property or the securities of the other entity.
6. OTHER ADJUSTMENTS.
6.1 GENERAL. In any case in which Section 4 hereof is not
applicable, where the Company shall issue or sell shares of its Common Stock
after the Original Issue Date to any Affiliate of the Company (an ?Affiliate
Sale?) for a consideration per share less than the Purchase Price per share
then in effect (the "Prior Exercise Price") then the Purchase Price per share
in effect hereunder shall be decreased to an amount equal to the Prior
Exercise Price multiplied by a fraction, the numerator of which is the sum of
(x) the total number of shares of Common Stock outstanding immediately prior
to such issuance and (y) the number of shares of Common Stock which the
aggregate consideration received from Affiliates in the Affiliate Sale would
purchase at the Prior Exercise Price, and the denominator of which is the sum
of (a) the total number of shares of Common Stock outstanding immediately
prior to the Affiliate Sale plus (b) the number of shares of Common Stock
issued or deemed to be issued to Affiliates in the Affiliate Sale. In the
event of an adjustment to the Purchase Price per share under this Section
6.1, the number of shares of Common Stock issuable upon exercise hereof shall
be increased so that the aggregate exercise price of this Warrant is not
reduced as a result of such reduction of
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Purchase Price per share.
6.2 CONVERTIBLE SECURITIES. (a) In case the Company shall
issue or sell any securities convertible into Common Stock of the Company
which would result in an adjustment pursuant to Section 4 or 6.1, above
("Convertible Securities") after the date hereof, there shall be determined
the price per share for which Common Stock is issuable upon the conversion or
exchange thereof, such determination to be made by dividing (a) the total
amount received or receivable by the Company as consideration for the issue
or sale of such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (b) the maximum number of shares of Common Stock of
the Company issuable upon the conversion or exchange of all of such
Convertible Securities.
(b) If the price per share so determined is nominal or zero,
then this Warrant shall be adjusted pursuant to Section 4 above. If the
price per share so determined is less than Prior Exercise Price and the
issuance is subject to Section 6.1 above, then the Warrant shall be adjusted
pursuant to Section 6.1 above, provided further, that upon the expiration of
such rights of conversion or exchange of such Convertible Securities, if any
thereof shall not have been exercised, the adjusted Purchase Price per share
shall forthwith be readjusted and thereafter be the price which it would have
been had an adjustment been made on the basis that the only shares of Common
Stock so issued or sold were issued or sold upon the conversion or exchange
of such Convertible Securities, and that they were issued or sold for the
consideration actually received by the Company upon such conversion or
exchange, plus the consideration, if any, actually received by the Company
for the issue or sale of all of such Convertible Securities which shall have
been converted or exchanged.
6.3 RIGHTS AND OPTIONS. (a) In case the Company shall grant
any rights or options to subscribe for, purchase or otherwise acquire Common
Stock, there shall be determined the price per share for which Common Stock
is issuable upon the exercise of such rights or options, such determination
to be made by dividing (i) the total amount, if any, received or receivable
by the Company as consideration for the granting of such rights or options,
plus the minimum aggregate amount of additional consideration payable to the
Company upon the exercise of such rights or options, by (ii) the maximum
number of shares of Common Stock of the Company issuable upon the exercise of
such rights or options.
(b) If the price per share so determined is nominal or zero,
then this Warrant shall be adjusted pursuant to Section 4 above. If the
price per share so determined is less than Prior Conversion Price and the
issuance is subject to Section 6.1 above, then the Warrant shall be adjusted
pursuant to Section 6.1 above, provided that, if such rights or options shall
by their terms provide for an increase or increases or decrease or decreases,
with the passage of time, in the amount of additional consideration payable
to the Company upon the exercise thereof, the adjusted Purchase Price per
share shall, forthwith upon any such increase or decrease becoming effective,
be readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so
issued or sold were those issued or sold upon the exercise of such rights or
options and that they were issued or sold for the
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consideration actually received by the Company upon such exercise, plus the
consideration, if any, actually received by the Company for the granting of
all such rights or options, whether or not exercised.
(c) The provisions of this Section 6.3 and Section 6.1 shall
not apply to any stock option, warrant or convertible security issued to an
Affiliate prior to the date hereof or any stock option hereafter issued to an
Affiliate at an exercise price per share not less than the Market Price on
the date of grant.
6.4 SILICON PURCHASE. If the Holder fails to perform in whole
or in part its obligations under Article III of the Asset Purchase Agreement
dated as of November 30, 1999 between the Holder and the Company, and such
failure continues for a period of 30 days after notice from the Company to
the Holder, the number of Underlying Securities shall be multiplied by a
fraction, the numerator of which is the quantity (in kiligrams) of Silicon-28
actually delivered in accordance with the provisions of such Article III and
the denominator of which is 200.
7. FURTHER ASSURANCES. The Company will take all such actions as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of stock upon the exercise
of all Warrants from time to time outstanding.
8. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the shares of Common Stock issuable upon the
exercise of the Warrants, the Company at its expense will promptly cause the
Company's regularly retained auditor to compute such adjustment or
readjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based, and the
number of shares of Common Stock outstanding or deemed to be outstanding.
The Company will forthwith mail a copy of each such certificate to each
Holder.
9. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the Holders of any
class of securities for the purpose of determining the Holders thereof who
are entitled to receive any dividend or other distribution, or any right
to subscribe for, purchase or otherwise acquire any shares of stock of any
class or any other securities or property, or to receive any other right,
or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company
or any transfer of all or substantially all the assets of the Company to
or consolidation or merger of the Company with or into any other Person,
or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
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then and in each such event the Company will mail or cause to be mailed to
each Holder of a Warrant a notice specifying
(i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating
the amount and character of such dividend, distribution or
right,
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and
the time, if any, as of which the Holders of record of
Underlying Securities (if the Warrant were exercised prior to
such date) shall be entitled to exchange their shares of
Underlying Securities for securities or other property
deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and
(iii) the amount and character of any stock or other securities, or
rights options with respect thereto, proposed to be issued or
granted, the date of such proposed issue or grant and the
Persons or class of Persons to whom such proposed issue or
grant is to be offered or made.
Such notice shall be mailed at least 20 days prior to the date therein
specified.
10. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS.
The Company will at all times reserve and keep available, solely for issuance
and delivery upon the exercise of the Warrants, all shares of Common Stock
(or other securities) from time to time issuable upon the exercise of the
Warrants.
11. LISTING ON SECURITIES EXCHANGES. In furtherance and not in
limitation of any other provision of this Warrant, if the Company at any time
shall list any Common Stock on any national securities exchange and shall
register such Common Stock under the Exchange Act, the Company will, at its
expense, simultaneously list the Underlying Securities on such exchange or
Nasdaq, upon official notice of issuance upon the exercise of the Warrants,
and maintain such listing of all shares of Common Stock from time to time
issuable upon the exercise of the Warrants; and the Company will so list on
any national securities exchange or Nasdaq, will so register and will
maintain such listing of, any Other Securities if and at the time that any
securities of like class or similar type shall be listed on such national
securities exchange or Nasdaq by the Company.
12. EXCHANGE OF WARRANTS. Subject to the provisions of Section 17,
upon surrender for exchange of any Warrant, properly endorsed, to the
Company, as soon as practicable (and in any event within three business days)
the Company at its own expense will issue and deliver to or upon the order of
the Holder thereof a new Warrant or Warrants of like tenor, in the name of
such Holder or as such Holder (upon payment by such Holder of any applicable
transfer taxes)
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may direct, calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the
Warrant or Warrants so surrendered.
13. REPLACEMENT OF WARRANTS. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
any Warrant and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company at is expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
14. WARRANT AGENT. The Company may, by written notice to each Holder
of a Warrant, appoint an agent having an office in New York, New York or
Denver, Colorado, for the purpose of issuing Common Stock (or Other
Securities) upon the exercise of the Warrants pursuant to Section 2, exchange
of Warrants pursuant to Section 12, and replacement of Warrants pursuant to
Section 13, or any of the foregoing, and thereafter any such issuance,
exchange or replacement, as the case may be, shall be made at such office by
such agent.
15. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any
agreement contained herein or by an injunction against a violation of any of
the terms hereof or otherwise.
16. NOTICES, ETC. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, or overnight carrier service,
at such address as may have been furnished to the Company in writing by such
Holder, or, until an address is so furnished, to and at the address of the
last Holder of this Warrant who has so furnished an address to the Company.
17. COMPLIANCE WITH THE SECURITIES ACT OF 1933. Any transfer of this
Warrant or the Underlying Securities must be made in conformity with the
Securities Act of 1933, as amended, and then only against receipt of an
agreement of such Person to whom such offer or sale is made to comply with
the provisions of this Section 17 with respect to any resale or other
disposition of such security. The Company may cause the legend set forth on
the first page of this Warrant to be set forth on each Warrant or similar
legend on any security issued or issuable upon exercise of this Warrant,
unless counsel for the Company is of the opinion as to any such security that
such legend is unnecessary.
18. PAYMENT OF TAXES. The Company will not be obligated to pay or
provide for any income or other taxes which are assessable or which may
accrue on the exercise of the Warrant. The Holder shall be solely
responsible for income taxes due under federal or state law, if any such tax
is due.
19. OPTIONAL REDEMPTION OF WARRANTS
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(a) The Company, at its option, may call the Warrants
represented by this Agreement, in whole or in part, for redemption upon not
less than 20 days' notice nor more than 60 days' notice at any time after the
Market Price shall have equaled or exceeded $7.50 per share for 20
consecutive trading days. The Redemption Price is and will be $.10 per
Warrant.
(b) In the event that fewer than all the outstanding Warrants
are to be redeemed, the shares to be redeemed will be determined pro rata or
by lot, in the sole discretion of the Company.
(c) The notice required by Subsection (a), above (the
"Redemption Notice"), must be in writing, and must set forth: (i) the
Redemption Date (which may be no less than 20 days nor more than 60 days
after the notice); (ii) the address to which any notification of exercise of
the Warrant prior to the Redemption Date must be sent; and (iii) other
information the Company determines to include in such notification.
(d) On or before any Redemption Date, the Holder must either
(i) exercise the Warrant in accordance with the terms hereof; or (ii)
surrender the Warrant for redemption to the Company in accordance with the
terms of the Redemption Notice.
(e) On the Redemption Date, regardless whether the Warrants
have been surrendered for redemption, all Warrants issued pursuant to this
Agreement which are subject to redemption pursuant to the Redemption Notice
and which have not been properly exercised prior to the Redemption Date shall
be deemed cancelled and of no further force and effect.
(f) On the first business day following the Redemption Date,
the Company shall pay or deliver to any Holder who has not exercised the
Warrant in accordance with the terms thereof (or who has only exercised the
Warrant in part) and who has delivered the Warrant to the Company in
accordance with the terms of the Redemption Notice, the full Redemption Price
due such Holder in cash.
(g) If fewer than all the Warrants represented by any Warrant
Agreement are to be redeemed, a new Warrant shall be issued representing the
unredeemed Warrants, without cost to the Holder.
(h) If any Holder whose Warrants are called for redemption
fails to surrender the Warrant representing such Warrants, such Holder shall
not be entitled to receive payment of the Redemption Price until the Warrant
has been surrendered for cancellation. Such Holder will not be entitled to
receive any interest on the Redemption Price from the Redemption Date.
20. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
the party against which enforcement of such change, waiver, discharge or
termination is sought. This Warrant is being delivered in the State of
Colorado and shall be construed and enforced in accordance with and governed
by the laws of the State of Delaware. The headings in this Warrant are for
purposes of
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reference only, and shall not limit or otherwise affect any of the terms
hereof.
21. REGISTRATION, ETC. The Holder shall have the rights to
registration of Underlying Securities issuable upon exercise of the Warrants
that are set forth in the Registration Rights Agreement, dated the date
hereof between the Company and the first Holder of this Warrant (the
"Registration Rights Agreement").
22. SALE OR EXERCISE WITHOUT REGISTRATION. If, at the time of any
exercise, transfer or surrender for exchange of a Warrant or of Underlying
Securities previously issued upon the exercise of Warrants, such Warrant or
Underlying Securities shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such exercise, transfer of
exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company a satisfactory opinion
of counsel to the effect that such exercise, transfer or exchange may be made
without registration under the Securities Act, provided that the disposition
thereof shall at all times be within the control of such Holder or
transferee, as the case may be, and provided further that nothing contained
in this Section 21 shall relieve the Company from complying with any request
for registration pursuant to the Registration Rights Agreement. The first
Holder of this Warrant, by acceptance hereof, represents to the Company that
it is acquiring the Warrants for investment and not with a view to the
distribution thereof.
23. COMPANY TO REAFFIRM OBLIGATIONS. The Company will, at the time
of any exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to such Holder
hereof, acknowledge in writing its continuing obligation to afford to such
Holder any rights (including, without limitation, any right to registration
of the Underlying Securities) to which such Holder shall continue to be
entitled after such exercise in accordance with the provisions of this
Warrant, provided that if the Holder of this Warrant shall fail to make any
such request, such failure shall not affect the continuing obligation of the
Company to offer such Holder any such rights.
24. EXTENDED EXPIRATION. The right to exercise this Warrant shall
expire at 5:00 P.M., New York City time, on the Expiration Date, provided,
however, that if the Holders of Warrants issued hereunder have, in accordance
with the terms thereof, requested a registration statement pursuant to the
Registration Rights Agreement of ninety (90) days or more prior to the
Expiration Date and such registration statement has not become effective
prior to the Expiration Date then the right to exercise this Warrant shall be
extended and shall expire 30 days after the effective date of such
registration statement. Alternatively, in the Company?s sole discretion, the
Company may redeem the Warrants in accordance with Section 19 above, but the
Redemption Price per Warrant in such case will be equal to the difference
between Market Price (as determined pursuant to Section 2.3 above) for the
period ending on the Expiration Date and the Purchase Price per share.
Dated: November 30, 1999
ISONICS CORPORATION
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By:
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James E. Alexander,
President
[Corporate Seal]
Attest:
------------------------------
Brantley, J. Halstead,
Secretary
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: ISONICS CORPORATION
The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __*_____ shares of Common Stock of Isonics Corporation, and
herewith makes payment of $ * therefor, and requests that the certificates for
such shares be issued in the name of, and delivered to, ,
whose address is
Dated:
--------------------------------------------
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant)
--------------------------------------------
(Address)
* Insert here the number of shares called for on the face of the Warrant
(or, in the case of a partial exercise, the portion thereof as to which
the Warrant is being exercised), in either case without making any
adjustment for additional Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment
provisions of the Warrant, may be deliverable upon exercise.
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FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto ___________________________ the right represented by the within Warrant
to purchase ___________________ shares of Common Stock of Isonics Corporation
to which the within Warrant relates, and appoints __________________ Attorney
to transfer such right on the books of Isonics Corporation with full power of
substitution in the premises.
Dated:
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(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant)
--------------------------------------------
(Address)
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Signature guaranteed by a Bank
or Trust Company having its
principal office in New York City
or by a Member Firm of the New
York or American Stock Exchange
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