Exhibit 10.2
INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 30, 2006,
by and among ISONICS CORPORATION, a California corporation (the "Company"), and
the undersigned investors listed on Schedule I attached hereto (each, an
"Investor" and collectively, the "Investors").
WHEREAS:
A.
In connection with the Securities Purchase
Agreement by and among the parties hereto of even date herewith (the "Securities
Purchase Agreement"), the Company has agreed, upon the terms and subject to the
conditions of the Securities Purchase Agreement, to issue and sell to the
Investors secured convertible debentures (the "Convertible Debentures") which
shall be convertible into that number of shares of the Company's common stock,
no par value per share (the "Common Stock"), pursuant to the terms of the
Securities Purchase
Agreement for an aggregate purchase price of up to Sixteen
Million Dollars ($16,000,000). Capitalized terms not defined herein shall have
the meaning ascribed to them in the Securities Purchase Agreement.
B.
To induce the Investors to execute and
deliver the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and
the rules and regulations thereunder, or any similar successor
statute (collectively, the "Securities Act"), and applicable state securities
laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investors
hereby agree as follows:
1.
DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
(A)
"PERSON" MEANS A CORPORATION, A LIMITED
LIABILITY COMPANY, AN ASSOCIATION, A PARTNERSHIP, AN ORGANIZATION, A BUSINESS,
AN INDIVIDUAL, A GOVERNMENTAL OR POLITICAL SUBDIVISION THEREOF OR A GOVERNMENTAL
AGENCY.
(B)
"REGISTER," "REGISTERED," AND "REGISTRATION"
REFER TO A REGISTRATION EFFECTED BY PREPARING AND FILING ONE OR MORE
REGISTRATION STATEMENTS (AS DEFINED BELOW) IN COMPLIANCE WITH THE SECURITIES ACT
AND PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OR ANY SUCCESSOR
RULE PROVIDING FOR OFFERING SECURITIES ON A CONTINUOUS OR DELAYED BASIS
("RULE 415"), AND THE DECLARATION OR ORDERING OF EFFECTIVENESS OF SUCH
REGISTRATION STATEMENT(S) BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE "SEC").
(C)
"REGISTRABLE SECURITIES" MEANS THE SHARES
OF COMMON STOCK ISSUABLE TO THE INVESTORS UPON CONVERSION OF THE CONVERTIBLE
DEBENTURES PURSUANT TO THE SECURITIES PURCHASE AGREEMENT THE BUYER'S SHARES, AS
THIS TERM IS DEFINED IN THE SECURITIES PURCHASE AGREEMENT, AND THE WARRANT
SHARES, AS THIS TERM IS DEFINED IN THE SECURITIES PURCHASE AGREEMENT.
(D)
"REGISTRATION STATEMENT" MEANS A
REGISTRATION STATEMENT, INCLUDING BUT NOT LIMITED TO THE INITIAL REGISTRATION
STATEMENT, THE AMENDED REGISTRATION STATEMENT OR NEW REGISTRATION STATEMENT, AND
ANY SUBSEQUENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH COVERS THE
REGISTRABLE SECURITIES.
2.
REGISTRATION.
(A)
(I) SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, THE COMPANY SHALL PREPARE AND FILE, NO LATER THAN AUGUST 7, 2006
(THE "SCHEDULED FILING DEADLINE"), WITH THE SEC A REGISTRATION STATEMENT ON
FORM S-1 OR SB-2 (OR, IF THE COMPANY IS THEN