Exhibit
2.2
UNSECURED NOTE
CONVERSION AGREEMENT
This UNSECURED NOTE
CONVERSION AGREEMENT (this " Agreement ") is made as of
September 18, 2009 (the " Effective Date ") by and between
International Isotopes Inc., a Texas corporation (the "
Company ") and William Nicholson, an individual residing at
121 N. Post Oak Lane, Ste 2105, Houston 77024 (" Payee
").
WHEREAS, the Company and
Payee are parties to that Unsecured Note dated April 1, 2002 (the "
Note ") pursuant to which the Company owes Payee, as of the
Effective Date, an aggregate amount equal to $882,191.68 of
principal and accrued interest (the " Current Balance ")
pursuant to the terms of the Note; and
WHEREAS, in conjunction
with the transactions contemplated by this Agreement, the Company
is issuing, pursuant to a Stock Purchase Agreement dated as of
September 18, 2009 by and among the Company and certain purchasers
identified therein, 3,133,333 units (" Units ") consisting
of one share of common stock of the Company, par value $0.01 per
share (" Common Stock ") and one Class G warrant to purchase
an underlying share of Common Stock (" Class G Warrant ")
for purchase price equal to $0.30 per Unit (the " Per Unit
Purchase Price ").
WHEREAS, the parties to
convert a portion of the Current Balance into Units based on the
Per Unit Purchase Price.
NOW, THEREFORE, the
parties hereto, in consideration of the premises and their mutual
covenants and agreements herein set forth and intending to be
legally bound hereby, covenant and agree as follows:
1.
Certain
Definitions . In addition to the terms defined
elsewhere in this Agreement, the following terms have the meanings
indicated:
“ Affiliate
” means any Person that, directly or indirectly through one
or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and
construed under Rule 144 under the Securities Act.
“ Person
” means any individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or
subdivision thereof) or any court or other federal, state, local or
other governmental authority or other entity of any
kind.
" SEC Reports "
means all reports required to be filed by the Company under the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period
as the Company was required by law to file such
material).
“ Underlying
Shares ” means the shares of Common Stock issuable upon
exercise of the Warrant.
2.
Conversion
. As of the
Effective Date, (i) a portion of the Current Balance of the Note
equal to $382,191.68 (the " Conversion Amount ") shall be
converted into 1,273,972 Units and the outstanding balance of the
Note shall be reduced by the Conversion Amount, and (ii) the
Company shall deliver a stock certificate, free and clear of all
restrictive and other legends (except as expressly provided in
Section 5 hereof), evidencing 1,273,972 shares of Common Stock (the
" Shares "), registered in the name of Payee and a Class G
Warrant, registered in the name of Payee, pursuant to which Payee
shall have the right to acquire 1,273,972 shares of Common Stock,
on the terms set forth therein (the " Warrant ", and
together with the Shares, the " Securities ").
3.
Representations and
Warranties of the Company . The Company hereby
represents and warrants to Payee as follows:
(a)
Authorization;
Enforcement .
The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by
this Agreement and the Class G Warrant and otherwise to carry out
its obligations hereunder and thereunder. The execution and
delivery of each of this Agreement and the Warrant by the Company
and the consummation by it of the transactions contemplated hereby
and thereby have been duly authorized by all necessary action on
the part of the Company and no further consent or action is
required by the Company, its Board of Directors or its
stockholders. Each of the Agreement and the Warrant has been
(or upon delivery will be) duly executed by the Company and is, or
when delivered in accordance with the terms hereof, will
constitute, the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms,
except as may be limited by bankruptcy, reorganization, insolvency,
moratorium and similar laws of general application relating to or
affecting the enforcement of rights of creditors, and except as
enforceability of the obligations hereunder are subject to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or law).
(b)
I ssuance of the
Securities . The Securities (including the Underlying
Shares) are duly authorized and, when issued and paid for in
accordance with this Agreement or the Warrant, as the case may be,
will be duly and validly issued, fully paid and nonassessable, free
and clear of all liens, charges, claims, security interests,
encumbrances, rights of first refusal or other restrictions and
shall not be subject to preemptive rights or similar rights of
stockholders. The Company has reserved from its duly
authorized capital stock the maximum number of shares of Common
Stock issuable upon exercise of the Class G Warrants as of the date
of this Agreement.
4.
Representations and
Warranties of Payee . Payee hereby represents and
warrants to the Company as follows:
(a)
Investment
Intent .
Payee understands that the Securities are “restricted
securities” and have not been registered under the Securities
Act or any applicable state securities law and is acquiring the
Securities as principal for its own account and not with a view to
or for distributing or reselling such Securities or any part
thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of
such Securities in violation of the Securities Act or any
applicable state securities law and has no direct or indirect
arrangement or understandings with any other persons to distribute
or regarding the distribution of such Securities (this
representation and warranty not limiting Payee’s right to
sell the Securities in compliance with applicable federal and state
securities laws, and not in any way a representation or warranty by
Payee to hold Securities for any period of time) in violation of
the Securities Act or any applicable state securities
law.
(b)
Payee
Status .
At the time Payee was offered the Shares and the Warrants, it
was, and at the date hereof it is, and on each date on which it
exercises any Warrants it will be, an “accredited
investor” as defined in Rule 501(a) under the Securities
Act.
(c)
Experience of such
Payee .
Payee, either alone or together with its representatives, has
such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment. Payee
is
