exhibit101111408.htm


    EXHIBIT
10.1

     

    FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT

     

    


    This
FIRST AMENDMENT (the “Amendment”) to the
Registration Rights Agreement is made and entered into as of November 12, 2008,
by and among ISCO International, Inc., a Delaware corporation (the “Company”), Alexander
Finance, L.P., an Illinois limited partnership (“Alexander”), and
Manchester Securities Corp., a New York corporation (“Manchester”).

     

    W
I T N E S S E T H:

     

    WHEREAS, on August 18, 2008,
the Company, Alexander, and Manchester entered into that certain Registration
Rights Agreement (the “Registration Rights
Agreement”); and

    


    WHEREAS, the parties desire to
amend the Registration Rights Agreement to provide for certain changes as more
fully set forth herein.

    


    A
G R E E M E N T:

     

    NOW, THEREFORE, in
consideration of the covenants and agreements herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

    


    1. Definitions.  All
capitalized terms used herein and not defined or amended herein shall have the
meanings ascribed to them in the Registration Rights Agreement.

    


    2. Amendments.  The
parties hereby agree to amend the Registration Rights Agreement as
follows:

    


    
      	
              a)  

            	
              Replace
      Section
      2(a)(i) in its entirety with the
  following:

            


    

    


    “But in
any event before June 1, 2009, prepare and file a registration statement with
the Commission pursuant to Rule 415 under the Securities Act on Form S-3 under
the Securities Act (or in the event that the Company is ineligible to use such
form, such other form as the Company is eligible to use under the Securities Act
provided that such other form shall be converted into a Form S-3 as soon as Form
S-3 becomes available to the Company) covering resales by the Holders as selling
stockholders (not underwriters) of the Registrable Securities and, to the extent
practicable, no other securities (the “Registration
Statement”), which Registration Statement, to the extent allowable under
the Securities Act and the rules promulgated thereunder (including Rule 416),
shall state that such Registration Statement also covers the resale of such
indeterminate number of additional shares of Common Stock as may be issued upon
conversion of the Notes by reason of stock splits, stock dividends or similar
transactions.  The number of shares of Common Stock initially included
in such Registration Statement shall be no less than 15,000,000 and the Company
shall amend such Registration Statement or file additional Registration
Statements to cover the number of additional shares of Common Stock that may be
issued or issuable pursuant to the terms of the Notes in the event that the
number of shares of Common Stock initially registered is
insufficient.  Nothing in the preceding sentence will limit the
Company’s obligations to reserve shares of Common Stock pursuant to Section 3(d)
of the Notes.  Thereafter the Company shall use its best efforts to
cause such Registration Statement and other filings to be declared effective as
soon as possible, and in any event before September 1, 2009 (or, if the SEC
elects to review the Registration Statement, before November 1, 2009) (the “Effectiveness
Deadline”).  Without limiting the foregoing, the Company will
promptly respond to all SEC comments, inquiries and requests, and shall request
acceleration of effectiveness at the earliest possible date.

    


    Notwithstanding
the foregoing, at any time after March 31, 2009, either Lender may demand by
written notice to the Company (a “Demand Notice”), that
the Company prepare and file the Registration Statement as soon as possible
following the date of the Demand Notice (the “Demand Date”), but
not later than the date that is 30 days following the Demand Date (which date
may be earlier than June 1, 2009).  Thereafter, the Company
shall use its best efforts to cause the Registration Statement to be declared
effective as soon as possible, but not later than 60 days from the Demand Date
(the “Demand
Effectiveness Deadline”).”

    


    
      	
              b)  

            	
              Replace
      Section
      2(b)(i)(A) in its entirety with the
  following:

            


    

    


    “In the
event that such Registration Statement has not been declared effective
by the Effectiveness Deadline or the Demand Effectiveness Deadline as
applicable, or the Company at any time fails to issue unlegended Registrable
Securities to the extent required by Article 5 of the Loan Agreement, then the
Company shall pay each Holder (other than (i) in the case of a Registration
Statement not declared effective, a Holder of Registrable Securities that the
Company could exclude from registration in accordance with Section 9 and (ii) in
the case of a failure to issue unlegended certificates in accordance with the
Loan Agreement, a Holder that is not a party to, including as a permitted
assignee bound to, the Loan Agreement) a Monthly Delay Payment (as defined
below) with respect to each successive 30-day period (or portion thereof
appropriately prorated) thereafter that effectiveness of the Registration
Statement is delayed or failure to issue such unlegended Registrable Securities
persists.”

    


    
      	
              c)  

            	
              Replace
      Section
      2(b)(ii)(A) in its entirety with the
  following:

            


    

    


    “In the
event that the Company fails, refuses or for any other reason is unable to cause
the Registrable Securities covered by the Registration Statement to be listed
(subject to issuance) with the Principal Market (as defined in the Notes) at all
times during the period (“Listing Period”) from
the date (“Effectiveness Commencement
Date”) which is the earlier of the effectiveness of the Registration
Statement and September 1, 2009 (or, if the SEC elects to review the
Registration Statement, November 1, 2009) until such time as the registration
period specified in Section 5 terminates, then the Holder shall have available
the remedies set forth in Section 4(b) of the Notes.”

    


    3.           Entire Agreement;
Amendment.  This Registration Rights Agreement, as amended
hereby, together with the Loan Agreement, the Notes and the agreements and
documents contemplated hereby and thereby, contains the entire understanding and
agreement of the parties.

    


    4.           Governing
Law.  This Amendment shall be construed in accordance with and
governed by the internal laws of the State of New York, without regard to choice
of laws principles.

    


    5.           Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which, when so executed and delivered,
shall be deemed an original, but all of which counterparts together shall
constitute but one agreement.

    


    6.           Full Force and
Effect.  Except as specifically modified or amended by the
terms of this Amendment, the Registration Rights Agreement and all provisions
contained therein are, and shall continue, in full force and
effect.

    


    


    


    {Signature
Page Follows}


    
      
        
           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have caused this Amendment to be duly executed as of the date first
written above.

     

    


    ISCO
INTERNATIONAL, INC.

    


    By: /s/ Gary
Berger                                                      

    Name:
Gary Berger

    Its:           Chief
Financial Officer

    


    


    ALEXANDER
FINANCE, L.P.

    


    By: /s/ Bradford T.
Whitmore

    Name:
Bradford T. Whitmore

     President, Bun Partners,
Inc.

    Its:           General
Partner

    


    


    MANCHESTER
SECURITIES CORPORATION

    


    By: /s/ Elliot
Greenberg                                                      

    Name:      Elliot
Greenberg

    Its:           Vice
President


    
      
        
          [Signature
Page to First Amendment to Registration Rights Agreement]