Exhibit
4.1
NEITHER THESE
SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE
SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
INTERNATIONAL ISOTOPES
INC.
CLASS G
WARRANT
Warrant No. 1
Dated: September 18,
2009
International Isotopes
Inc., a Texas corporation (the “ Company ”),
hereby certifies that, for value received, _______ or its
registered assigns (the “ Holder ”), is entitled
to purchase from the Company up to a total of _______ shares of
common stock, $0.01 par value per share (the “ Common
Stock ”), of the Company (each such share, a “
Warrant Share ” and all such shares, the “
Warrant Shares ”) at an exercise price equal to $0.40
per share (as adjusted from time to time as provided in Section
9 , the “ Exercise Price ”), at any time and
from time to time from and after the date hereof and through and
including the date that is two (2) years from the date of issuance
hereof (the “ Expiration Date ”), and subject to
the following terms and conditions. This Warrant (the “
Warrant ”) is one of a series of similar warrants
issued pursuant to that certain Securities Purchase Agreement,
dated as of the date hereof, by and among the Company and the
Purchasers identified therein (the “ Purchase
Agreement ”). All such warrants are referred to
herein, collectively, as the “ Warrants
.”
1.
Definitions . In addition to the terms
defined elsewhere in this Warrant, capitalized terms that are not
otherwise defined herein have the meanings given to such terms in
the Purchase Agreement.
2.
Registration of
Warrant .
The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “ Warrant
Register ”), in the name of the record Holder hereof from
time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose
of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the
contrary.
3.
Transfers
.
(a)
If, at the time of the
surrender of this Warrant in connection with any transfer of this
Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the
Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such
transfer (i) that the Holder or transferee of this Warrant, as the
case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that
such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, (ii)
that the holder or transferee execute and deliver to the Company an
investment letter addressing the matters set forth on Schedule
A attached hereto, and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the Securities
Act or a “qualified institutional buyer” as defined in
Rule 144A(a) under the Securities Act.
(b)
If this Warrant is
transferable pursuant to subparagraph (a) above, the Company shall
register the transfer of any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the
Transfer Agent or to the Company at its address specified herein.
Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant
(any such new warrant, a “ New Warrant ”),
evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant
by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a
Warrant.
4.
Exercise and
Duration of Warrants .
(a)
This Warrant shall be
exercisable by the registered Holder at any time and from time to
time on or after the date hereof to and including the Expiration
Date. At 6:30 P.M., New York City time on the Expiration
Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value.
(b)
A Holder may exercise
this Warrant by delivering to the Company (i) an exercise notice,
in the form attached hereto (the “ Exercise Notice
”), appropriately completed and duly signed, and (ii) payment
of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised, and the date such items are
delivered to the Company (as determined in accordance with the
notice provisions hereof) is an “ Exercise Date
.” The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder until the
Holder has purchased all of the Warrant Shares available hereunder.
Execution and delivery of the Exercise Notice shall have the
same effect as cancellation of the original Warrant and issuance of
a New Warrant evidencing the right to purchase the remaining number
of Warrant Shares.
5.
Delivery of Warrant
Shares .
(a)
Upon exercise of this
Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue or cause to be
issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise,
free of restrictive legends unless a registration statement
covering the resale of the Warrant Shares and naming the Holder as
a selling stockholder thereunder is not then effective and the
Warrant Shares are not freely transferable without volume
restrictions pursuant to Rule 144 under the Securities Act.
The Holder, or any Person so designated by the Holder to
receive Warrant Shares, shall be deemed to have become holder of
record of such Warrant Shares as of the Exercise Date. The
Company shall, upon request of the Holder, use its best efforts to
deliver Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing
corporation performing similar functions, if the Company is then a
participant in any such system.
(b)
This Warrant is
exercisable, either in its entirety or, from time to time, for a
portion of the number of Warrant Shares. Upon surrender of
this Warrant following one or more partial exercises, the Company
shall issue or cause to be issued, at its expense, a New Warrant
evidencing the right to purchase the remaining number of Warrant
Shares.
(c)
In addition to any
other rights available to a Holder, if the Company fails to deliver
to the Holder a certificate representing Warrant Shares by the
fifth Trading Day after the date on which delivery of such
certificate is required by this Warrant, and if after such fifth
Trading Day the Holder purchases (in an open market transaction or
otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares that the Holder
anticipated receiving from the Company (a “ Buy-In
”), then the Company shall, within five Trading Days after
the Holder’s request and in the Holder’s discretion,
either (i) pay cash to the Holder in an amount equal to the
Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased
(the “ Buy-In Price ”), at which point the
Company’s obligation to deliver such certificate (and to
issue such Common Stock) shall terminate, or (ii) promptly honor
its obligation to deliver to the Holder a certificate or
certificates representing such Common Stock and pay cash to the
Holder in an amount equal to the excess (if any) of the Buy-In
Price over the product of (A) such number of shares of Common
Stock, times (B) the Closing Price on the date of the event giving
rise to the Company’s obligation to deliver such
certificate.
2
(d)
The Company’s
obligations to issue and deliver Warrant Shares in accordance with
the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment,
limitation or termination, or any breach or alleged breach by the
Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other
Person, and irrespective of any other circumstance which might
otherwise limit such obligation of the Company to the Holder in
connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including,
without limitation, a decree of specific performance and/or
injunctive relief with respect to the Company’s failure to
timely deliver certificates representing shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms
hereof.
6.
Charges, Taxes and
Expenses .
Issuance and delivery of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than
that of the Holder or an Affiliate thereof. The Holder shall
be responsible for all other tax liability that may arise as a
result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.
7.
Replacement of
Warrant .
If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable bond or
indemnity, if requested. Applicants for a New Warrant under
such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe.
8.
Reservation of
Warrant Shares . The Company covenants that
it will at all times reserve and keep available out of the
aggregate of its authorized but unissued and otherwise unreserved
Common Stock, solely for the purpose of enabling it to issue
Warrant Shares upon exercise of this Warrant as herein provided,
the number of Warrant Shares which are then issuable and
deliverable upon the exercise of this entire Warrant, free from
preemptive rights or any other contingent purchase rights of
persons other than the Holder (after giving effect to the
adjustments and restrictions of Section 9 , if any).
The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable.
The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as provided
herein without violation of any applicable law or regulation, or of
any requirements of any securities exchange or automated quotation
system upon which the Common Stock may be listed.
9.
Certain
Adjustments . The Exercise Price and
number of Warrant Shares issuable upon exercise of this Warrant are
subject to adjustment from time to time as set forth in this
Section 9 .
(a)
Stock Dividends and
Splits .
If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or
otherwise makes a distribution on any class of capital stock that
is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii)
combines outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding immediately before such event
and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event. Any
adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or
distribution, and any adjustment pursuant to clause (ii) or (iii)
of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.
3
(b)
Pro Rata
Distributions . If the Company, at any time
while this Warrant is outstanding, distributes to holders of Common
Stock (i) evidences of its indebtedness, (ii) any security (other
than a distribution of Common Stock covered by the preceding
paragraph), (iii) rights or warrants to subscribe for or purchase
any security, or (iv) any other asset (in each case, “
Distributed Property ”), then in each such case the
Exercise Price in effect immediately prior to the record date fixed
for determination of stockholders entitled to receive such
distribution shall be adjusted (effective on such record date) to
equal the product of such Exercise Price times a fraction of which
the denominator shall be the average of the Closing Prices for the
twenty (20) Trading Days immediately prior to (but not including)
such record date and of which the numerator shall be such average
less the then fair market value of the Distributed Property
distributed in respect of one outstanding share of Common
Stock, as determined by the Company’s independent certified
public accountants that regularly examine the financial statements
of the Company (an “ Appraiser ”). In such
event, the Holder, after receipt of the determination by the
Appraiser, shall have the right to select an additional appraiser
(which shall be a nationally recognized accounting firm), in which
case such fair market value shall be deemed to equal the average of
the values determined by each of the Appraiser and such appraiser.
As an alternative to the foregoing adjustment to the Exercise
Price, at the request of the Holder delivered before the 90th day
after such record date, the Company will deliver to such Holder,
within five (5) Trading Days after such request (or, if later, on
the effective date of such distribution), the Distributed Property
that such Holder would have been entitled to receive in respect of
the Warrant Shares for which this Warrant could have been exercised
immediately prior to such record date. If such Distributed
Property is not delivered to a Holder pursuant to the preceding
sentence, then upon expiration of or any exerci
