AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
NEITHER THE COMPANY NOR ANY BUYER SHALL ASSIGN THIS AGREEMENT OR ANY
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
(H)
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
(I)
PUBLICITY.
THE COMPANY AND THE BUYER(S) SHALL HAVE THE RIGHT TO
APPROVE, BEFORE ISSUANCE ANY PRESS RELEASE OR ANY OTHER PUBLIC STATEMENT WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY MADE BY ANY PARTY; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF THE
BUYER(S), TO ISSUE ANY PRESS RELEASE OR OTHER PUBLIC DISCLOSURE WITH RESPECT TO
SUCH TRANSACTIONS REQUIRED UNDER APPLICABLE SECURITIES OR OTHER LAWS OR
REGULATIONS (THE COMPANY SHALL USE ITS BEST EFFORTS TO CONSULT THE BUYER(S) IN
CONNECTION WITH ANY SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS
RELEASE AND BUYER(S) SHALL BE PROVIDED WITH A COPY THEREOF UPON RELEASE
THEREOF).
(J)
FURTHER ASSURANCES.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO
BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
WITHOUT LIMITATION OF THE FOREGOING, THE
BUYER(S) WILL TIMELY FILE ANY REPORTS REQUIRED UNDER SECTIONS 13(D) OR 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934.
(K)
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT WILL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL
INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
(L)
EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL OF THE TERMS AND
CONDITIONS OF THE TRANSACTION DOCUMENTS SHALL CONTINUE IN FULL FORCE AND EFFECT,
AND SHALL NOT BE IN ANY WAY CHANGED, MODIFIED OR SUPERSEDED.
THIS AGREEMENT
SHALL PROVIDE FOR WAIVERS, AMENDMENTS AND OTHER TERMS AS SPECIFICALLY SET FORTH
AND DESCRIBED HEREIN AND SHALL NOT BE DEEMED A WAIVER OR AMENDMENT TO OTHER
TERMS OR CONDITIONS OF THE TRANSACTION DOCUMENTS.
[REMAINDER PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Buyers and the Company have caused this Securities
Purchase Agreement to be duly executed as of the date first written above.
BUYER(S)
COMPANY:
CORNELL CAPITAL PARTNERS, L.P.
ISONICS CORPORATION
By:
By:
Yorkville Advisors, LLC, its general
Name:
John Sakys
partner, by Mark Angelo, its portfolio manager
Title:
President and Chief Executive Officer
101 Hudson Street - Suite 3700
Jersey City, NJ 07303
Facsimile:
(201) 985-8266
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