Exhibit 10.1
THIS AGREEMENT (this “ Agreement
”), dated as of November 3, 2008, is by and among
ISONICS CORPORATION, a California corporation (the “
Company ”), and YA GLOBAL INVESTMENTS, L.P.
(“ YA Global ”)
WHEREAS , on June 13, 2008 the parties hereto entered
into a Securities Purchase Agreement (the “ Securities
Purchase Agreement ”);
WHEREAS , the Securities Purchase Agreement provides
for a Second Closing and a Third Closing (each as defined in the
Securities Purchase Agreement);
WHEREAS, the conditions to the Second and Third Closing have
not been met
WHEREAS , the Company has requested and YA Global has agreed
to consummate the Second and Third Closing in consideration of
certain additional agreements as contained herein;
NOW, THEREFORE,
in consideration of the foregoing,
and the respective agreements, warranties and covenants contained
herein, the parties hereto agree, covenant and warrant as
follows:
1.
COMPANY ACKNOWLEDGMENTS AND
RELEASE .
a.
Acknowledgement of
Obligations . The
Company hereby acknowledges, confirms and agrees that as of the
date hereof, the Company is indebted to YA Global under the
following:
·
Secured Convertible Debenture
(No. CCP-2) issued on June 5, 2006, by Isonics
Corporation (the “ Company ”) in the amount of
$3,000,000 to YA Global Investments, L.P. (f/k/a Cornell Capital
Partners L.P.) (“ YA Global ”), which was
amended and restated on June 13, 2006, as Secured Convertible
Debenture (No. CCP-4) (“ Debenture CCP-4 ”)
and which was further amended and restated on June 13, 2008
into a term note in the amount of $3,000,000;
·
Term Note, dated June 13, 2008,
issued by the Company in the amount of $602,136.99 to YA Global and
representing interest accrued on Debenture CCP-4;
·
Secured Convertible Debenture
(No. CCP-5) issued on November 16, 2006, by the Company
in the amount of $3,000,000 to YA Global (“ Debenture
CCP-5 ”) which was amended and restated on June 13,
2008 into a term note in the amount of $2,970,000;
·
Term Note, dated June 13, 2008,
issued by the Company in the amount of $520,246.85 to YA Global and
representing interest accrued on Debenture CCP-5;
·
Secured Convertible Debenture
(No. CCP-1) issued on May 31, 2006, by the Company in the
amount of Ten Million Dollars ($10,000,000) to YA Global and on
June 13, 2006, which was amended and restated as Secured
Convertible Debenture (No. CCP-3) and further amended on
June 13, 2008 by Amendment No. 1 thereto;
·
Secured Convertible Debenture
(No. CCP-2007-1) issued on April 11, 2007, by the Company
in the amount of Two Million Dollars ($2,000,000) to YA Global and
amended on June 13, 2008 by Amendment No. 1 thereto;
and
·
Term Note, dated June 13, 2008,
issued by the Company in the amount of $1,175,000 to YA Global (the
“ Term Note ”).
b.
Acknowledgement of Security
Interests . The
Company hereby acknowledges, confirms and agrees that YA Global has
and shall continue to have valid, enforceable and perfected
first-priority liens upon and security interests in the Pledged
Property heretofore granted to YA Global pursuant to the
following:
·
Security Agreement between the
Company and YA Global dated May 30, 2006;
·
Security Agreement between Isonics
Homeland Security and Defense Corporation, a wholly owned
subsidiary of the Company and YA Global dated May 30,
2006;
·
Security Agreement between
Protection Plus Corporation, a wholly owned subsidiary of the
Company, and YA Global dated May 30, 2006;
·
Security Agreement between Isonics
Vancouver, Inc., a wholly owned subsidiary of the Company, and
YA Global dated May 30, 2006;
·
Security Agreement between the
Company and the subsidiaries of the Company listed therein in favor
of YA Global dated June 13, 2008; and
·
in the Pledged Shares heretofore
granted to YA Global pursuant to the Pledge and Escrow Agreement
among the Company, David Gonzalez, Esq. and YA Global dated
April 10, 2007, or otherwise granted to or held by YA
Global.
c.
Confirmation and
Release . YA Global
hereby represents and warrants to the Company that to the best of
its knowledge it has complied with its obligations under all prior
agreements (including, without limitation, debentures, warrants,
securities purchase agreements and security agreements) between YA
Global and the Company and, in connection therewith, has made no
misrepresentation to the Company and has complied with all of its
legal requirements (the “ Confirmation ”). In
consideration thereof, the Company does hereby agree to, on behalf
of itself and its agents, representatives, attorneys, assigns,
heirs, subsidiaries, executors and administrators (collectively,
“ Company Parties ”) RELEASE AND FOREVER
DISCHARGE YA Global and its subsidiaries and its respective
affiliates, parents, joint ventures,
officers, directors, shareholders,
interest holders, members, managers, employees, consultants,
representatives, successors and assigns, heirs, executors and
administrators (collectively, “ Buyer Parties ”)
from all causes of action, suits, debts, claims and demands
whatsoever known or unknown, at law, in equity or otherwise, which
the Company Parties ever had or now has, and any claims for
reasonable attorneys’ fees and costs, and including, without
limitation, any claims relating to fees, penalties, liquidated
damages, and indemnification for losses, liabilities and
expenses. Based upon and subject to the Confirmation, the
release contained in this Section is effective without regard
to the legal nature of the claims raised and without regard to
whether any such claims are based upon tort, equity, or implied or
express contract. It is expressly understood and agreed that
this release shall operate as a clear and unequivocal waiver by the
Company Parties of any such claim whatsoever.
2.
COMPANY COVENANTS
.
a.
Liquidation of Assets
. In consultation with YA Global and
its representatives, the Company will investigate the possibility
of liquidating certain of its assets and divisions to provide
working capital to the Company and to pay down a portion of the
Company’s indebtedness to YA Global.
b.
Synergistic Business
Oppor
