INTERNATIONAL ISOTOPES INC (Form: 8-K, Received: 02/24/2017 14:20:51)

Exhibit 3.1

STATEMENT OF DESIGNATION

OF THE

SERIES C CONVERTIBLE REDEEMABLE PREFERRED STOCK

INTERNATIONAL ISOTOPES INC.

(Pursuant to Section 21.155 of the Texas Business Organizations Code)

International Isotopes Inc., a corporation organized under the Texas Business Corporation Act and existing under the Texas Business Organizations Code (the “ Company ”), DOES HEREBY CERTIFY that (a) pursuant to authority vested in the Board of Directors of the Company pursuant to the Company’s Restated Certificate of Formation, as amended, and pursuant to Section 21.155 of the Texas Business Organizations Code, the Board of Directors duly adopted on December 21, 2016 the following resolution providing for the issuance of a series of Preferred Stock of the Company and (b) such resolution was duly adopted by all necessary action on the part of the Company:

RESOLVED, that pursuant to the authority expressly vested in the Board of Directors by the Company’s Restated Certificate of Formation, as amended, a series of Preferred Stock, par value $0.01 per share, of the Company be, and it hereby is, created, and that the designations, preferences, limitations and relative rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

ARTICLE I
Designation, Amount, Par Value, Liquidation Value And Rank

1.1

The series of preferred stock shall be designated as Series C Convertible Redeemable Preferred Stock (“ Series C Preferred Stock ” or “ Preferred Stock ”), and the number of shares so designated shall be up to 6,000 shares of Series C Preferred Stock (which shall not be subject to increase without the consent of each of the holders of the Series C Preferred Stock (“ Holders ”)). Each share of Preferred Stock, $.01 par value per share, shall have a liquidation value of $1,000 per share (the “ Liquidation Value ”).

1.2

The Series C Preferred Stock shall rank pari passu with the Series A Preferred Stock and the Series B Preferred Stock, and senior to all Junior Securities upon liquidation, dissolution or winding up. No class of equity securities of the Company shall be senior to the Series C Preferred Stock upon liquidation, dissolution or winding up.

ARTICLE II
Dividends

2.1

Subject to the rights of holders of any class of capital stock ranking senior to the Series C Preferred Stock with respect to dividends, Holders shall be entitled to receive dividends at a rate of 6.00% per annum of the Original Purchase Price, payable in cash or by delivery of shares of Common Stock, at the option of the Holder subject to the provisions set forth in Section 2.2 below. Dividends on the Series C Preferred Stock shall be payable annually on February 17th of each year (the “ Dividend Payment Date ”), commencing on February 17, 2018. Dividends will be payable on a Dividend Payment Date to Holders that are Holders on the Regular Record Date immediately preceding such Dividend Payment Date. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of such delay. Dividends payable on shares of Series C Preferred Stock for any period other than a full Dividend Period shall be based on the number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months.

2.2

Holders on the Regular Record Date immediately preceding the applicable Dividend Payment Date shall provide written notice to the Company of their election to receive dividends payable in cash or by delivery of shares of common stock on such Dividend Payment Date (the “Dividend Notice”). The Dividend Notice

must be delivered to the Company no later than five (5) Business Days, but no earlier than the Regular Record Date, prior to the applicable Dividend Payment Date; provided that if the Holder does not provide timely the Dividend Notice in accordance with this Section 2.2, dividends shall be payable in cash without any further notice to the Holder.

2.3

With respect to any dividend payable in shares of Common Stock, such shares of Common Stock shall be valued at the Average Price prior to the applicable Dividend Payment Date.

2.4

Subject to the foregoing, dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Company, including Common Stock and other Junior Securities, from time to time out of any funds of the Company lawfully available for such payment, and Holders shall not be entitled to participate in any such dividends.

ARTICLE III
Voting Rights

3.1

Except as otherwise provided herein and as otherwise required by law, the Series C Preferred Stock shall have no voting rights. However, so long as any shares of Series C Preferred Stock are outstanding, the Company shall not and shall cause its subsidiaries not to, without the affirmative vote of the Holders of more than a majority of the shares of the Series C Preferred Stock then outstanding, (a) alter or change adversely the absolute or relative powers, preferences or rights given to the Series C Preferred Stock, (b) alter or amend this Statement of Designation, (c) amend its, or their, Certificate of Formation, bylaws or other charter documents so as to affect adversely any rights of any Holders, (d) increase the authorized number of shares of Series C Preferred Stock, (e) sell all or substantially all of its, or their, assets, (f) merge with or into another company, in the event that the Company will not be the surviving entity or (g) enter into any agreement with respect to the foregoing.

ARTICLE IV
Liquidation

4.1

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “ Liquidation ”), the Holders shall be entitled to receive out of the assets of the Company legally available therefor, whether such assets are capital or surplus, for each share of Series C Preferred Stock an amount equal to the Liquidation Value plus any accrued and unpaid dividends, before any distribution or payment shall be made to the Holders of any Junior Securities. If the assets of the Company shall be insufficient to pay in full all amounts due to the Holders, then the entire assets to be distributed to the Holders and the Holders of all securities ranking pari passu to the Series C Preferred Stock ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. A sale, conveyance, lease, transfer or disposition of all or substantially all of the assets of the Company or the consummation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or a consolidation or merger of the Company with or into any other company or companies shall not be treated as a Liquidation, but instead shall be subject to the provisions of Article VII. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

ARTICLE V
Conversion

5.1

Right of Holders to Convert Series C Preferred Stock into Common Stock.

(a)

Conversion Price . Subject to and upon compliance with the provisions of this Section 5.1, each share of Series C Preferred Stock at a price per share equal to the Original Purchase Price as set forth in the applicable Subscription Agreement may, at any time at or before the close of business of the date the Company pays the full redemption price therefor under Article IX, be converted into duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock at a conversion price of $0.10 per share, subject to the provisions of this Article V (the “ Conversion Price ”).

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(b)

Notice of Conversion . If an adjustment in the Conversion Price and, if applicable, a change in the securities or other property issuable upon conversion has taken place pursuant to Articles V or VII, then the conversion described in Section 5.1(a) shall be at the applicable Conversion Price and in such securities or other property as so adjusted. The Holder desiring to make a conversion shall deliver to the Company, or, at the Holder’s option, to the Company’s transfer agent (with a copy to the Company), a written notice of election to convert, as provided in the form attached hereto as Exhibit A (a “ Notice of Conversion ”), accompanied, if required, by the stock certificate(s) evidencing the shares of Series C Preferred Stock which are to be converted.

5.2

Issuance of Shares Upon Conversion.

(a)

As promptly as practicable, but in any event no later than five (5) Trading Days after delivery of a Notice of Conversion and, if required, the surrender, as herein provided, of any certificates for shares of Series C Preferred Stock for conversion, the Company shall deliver or cause to be delivered to the Holder of the Series C Preferred Stock delivering such Notice of Conversion, or such Holder’s designee, a certificate or certificates representing the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock, into which such shares of Series C Preferred Stock may be converted in accordance with the provisions of this Article V. Such conversion shall be deemed to have been made at the time and on the date the Notice of Conversion is delivered to the Company under Section 7.7 (the “ Conversion Date ”), as long as, if required, the Series C Preferred Stock being converted are promptly delivered to the Company and the rights of the Holder of such Series C Preferred Stock as a Holder (subject to the Company’s satisfaction of its obligations hereunder with respect to such conversion) shall cease at such time with respect to the shares of Series C Preferred Stock that such Holder would have held had the shares of Series C Preferred Stock converted into Underlying Shares not been so converted (the “ Converted Preferred Stock ”), the Person or Persons entitled to receive the shares of Common Stock, upon conversion of such Series C Preferred Stock, shall be treated for all purposes as having become the record holder or holders of such shares of Common Stock at such time, and such conversion shall be at the Conversion Price in effect at such time. Subject to Section 5.2(b), if any certificated shares of Series C Preferred Stock are converted in part only, upon such conversion the Company shall execute and deliver to the Holder thereof, as requested by such Holder, a new Series C Preferred Stock certificate for the number of shares of Series C Preferred Stock equal to the unconverted portion of such Series C Preferred Stock certificate.

(b)

Notwithstanding anything to the contrary set forth herein, upon conversion of shares of Series C Preferred Stock in accordance with the terms hereof, the Holder shall not be required to physically surrender its certificate of Series C Preferred Stock to the Company unless the entire amount of shares of Series C Preferred Stock is so converted. The Holder and the Company shall maintain records showing the number of shares of Series C Preferred Stock already converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the Series C Preferred Stock certificate(s) upon each such conversion. In the event of any dispute or discrepancy, such records of the Company shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of shares of a Series C Preferred Stock certificate is converted, the Holder may not transfer the Series C Preferred Stock certificate unless the Holder first physically surrenders the certificate to the Company, whereupon the Company shall promptly issue and deliver upon the order of the Holder a new certificate of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing the number of remaining unconverted shares of Preferred Stock. The Holder and any assignee, by acceptance of the Series C Preferred Stock, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of a Series C Preferred Stock certificate, the unpaid and unconverted shares of such Series C Preferred Stock certificate may be less than the amount stated on the face thereof.

(c)

In lieu of delivering physical certificates representing the Conversion Shares, provided the Company’s transfer agent is participating in the Depositary Trust Company Fast Automated Securities Transfer (“ FAST ”) program, upon request of the Holder and in compliance with the provisions of Sections 5.1 and 5.2, the Company shall use its best efforts to cause its transfer agent to electronically transmit the shares of Common Stock issuable upon conversion of the Series C Preferred Stock to the Holder by crediting the account of the Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (DWAC) system. The time period for delivery described in the immediately preceding paragraph shall apply to the electronic transmittals described herein.

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ARTICLE VI
Reservation Requirements

6.1

The Company covenants that it will at all times reserve and keep available out of its authorized shares of Common Stock, free from preemptive rights, the full number of shares of the Common Stock issuable upon payment of dividends payable on the Series C Preferred Stock and upon the conversion of all outstanding shares of Series C Preferred Stock into Common Stock (the “ Reserved Amount ”). The Company covenants that all shares of the Common Stock issued upon payment of dividends payable on the Series C Preferred Stock, upon any redemption of the Series C Preferred Stock or upon conversion of the Series C Preferred Stock shall, when issued, be duly and validly issued and fully paid and non-assessable.

ARTICLE VII
Adjustment of Conversion Price

7.1

Adjustment of Conversion Price. In addition to any adjustment to the Conversion Price provided elsewhere in this Statement of Designation, the Conversion Price in effect at any time shall be subject to adjustment from time to time upon the happening of certain events, as follows:

(a)

Common Stock Dividends; Common Stock Splits; Reverse Common Stock Splits . If the Company, at any time while the Series C Preferred Stock is outstanding, (a) shall pay a stock dividend on its Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, the Conversion Price shall be multiplied by a fraction the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 7.1(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)

Rounding . All calculations under Section 7.1 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(c)

Notice of Adjustment . Whenever the Conversion Price is adjusted pursuant to Section 7.1(a), the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

7.2

Officer’s Certificate. Whenever the number of shares purchasable upon conversion shall be adjusted as required by the provisions of Section 7.1, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer’s certificate showing the adjusted number of shares determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment and the manner of computing such adjustment. Each such officer’s certificate shall be signed by the chairman, president or chief financial officer of the Company and by the secretary or any assistant secretary of the Company. Each such officer’s certificate shall be made available at all reasonable times for inspection by any holder of the Preferred Stock and the Company shall, forthwith after each such adjustment, deliver a copy of such certificate to the each of the Holders.

7.3

Compliance With Governmental Requirements. The Company covenants that if any shares of Common Stock required to be reserved for purposes of conversion of the Series C Preferred Stock hereunder require registration with or approval of any governmental authority under any Federal or state law, or any U.S. national securities exchange, before such shares may be issued upon conversion, the Company will use its best efforts to cause such shares to be duly registered or approved, as the case may be.

7.4

Fractional Shares. Upon a conversion hereunder, the Company shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the

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Company elects not, or is unable, to make such a cash payment, the holder shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

7.5

Payment of Tax Upon Issue or Transfer. The issuance of certificates for shares of the Common Stock on conversion of the Series C Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such Series C Preferred Stock so converted and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

7.6

Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been received (a) upon hand delivery (receipt acknowledged) or delivery by email or facsimile (upon transmission confirmation report for facsimiles) at the address, email address or number designated below (if delivered by 8:00 p.m. MST where such notice is to be delivered), or the first Business Day following such delivery (if delivered after 8:00 p.m. MST where such notice is to be delivered) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications are (i) if to the Company to International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401, Telephone: 208-524-5300, Facsimile: 208-524-1411, Attention: Steve Laflin, with copies to Perkins Coie LLP, 1900 Sixteenth Street, Suite 1400, Denver, Colorado 80202, Attention: Sonny Allison, and (ii) if to any Holder to the address set forth in the applicable Subscription Agreement for each Holder or such other address as may be designated in writing hereafter, in the same manner, by such Person.

7.7

Allocations of Reserved Amount. The Reserved Amount shall be allocated pro rata among the Holders based on the number of shares of Preferred Stock issued to each Holder. Each increase to the Reserved Amount shall be allocated pro rata among the Holders based on the number of shares of Series C Preferred Stock held by each Holder at the time of the increase in the Reserved Amount. In the event a Holder shall sell or otherwise transfer any of such Holder’s Series C Preferred Stock, each transferee shall be allocated a pro rata portion of such transferor’s Reserved Amount. Any portion of the Reserved Amount which remains allocated to any person or entity which does not hold any Series C Preferred Stock shall be allocated to the remaining Holders, pro rata, based on the number of shares of Series C Preferred Stock then held by such Holders.

ARTICLE VIII
Optional Redemption

8.1

Optional Redemption.

(a)

Subject to the conditions set forth in this Section 8.1, at any time after the second anniversary of the Original Issue Date, the Company may redeem shares of Series C Preferred Stock, in whole or in part, at the option of the Company, if the volume weighted-average closing price of the Company’s Common Stock over the ninety (90) consecutive Trading Days immediately prior to the Redemption Notice Date (as defined below) is greater than $0.25 per share (the “ Optional Redemption ”).

(b)

Subject to the conditions set forth in Section 8.1(a), so long as the Company has a sufficient number of authorized shares of Common Stock reserved for issuance upon full conversion of the Series C Preferred Stock, upon ten (10) Business Days prior written notice to the Holder (a “ Redemption Notice ”), the shares of Series C Preferred Stock may be redeemed by the Company at a price per share equal to the Original Purchase Price (the “ Redemption Price ”), together with any accrued and unpaid dividends and all liquidated damages and other amounts due in respect thereof up to the Redemption Date (as defined below) (subject to the right of the Holder on the Record Date to receive dividends due on the Dividend Payment Date). The Redemption Price shall be paid in shares of Common Stock, valued at the Average Price on the Trading Day immediately prior to the Redemption Notice Date. Any s hares of Series C Preferred Stock redeemed pursuant to an Optional Redemption shall cease to be outstanding and shall have the status of authorized but undesignated preferred stock.

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8.2

Mechanics of Redemption. The Company shall exercise its right to redeem by delivering the Redemption Notice to each Holder (such date that the notice is given, the “ Redemption Notice Date ”). Such Redemption Notice shall indicate (A) the Redemption Price, (B) the number of shares of Series C Preferred Stock to be redeemed from the Holder, and (C) a confirmation of the date (“ Redemption Date ”) that the Company shall effect the redemption, which date shall be not less than thirty (30) calendar days and not more than sixty (60) calendar days after the Redemption Notice Date. Notwithstanding anything in this Section 8.2, the Company shall convert any Series C Preferred Stock pursuant to Article VIII if the Conversion Notice for shares of Series C Preferred Stock submitted for conversion is (i) delivered before the Redemption Date, (ii) for a Conversion Price greater than or equal to the Redemption Price (appropriately adjusted in accordance with the terms hereof) or (iii) in excess of the number of shares to be redeemed from the Holder as indicated in the Redemption Notice.

ARTICLE IX
Mandatory Redemption

9.1

Mandatory Redemption on February 17, 2022.

(a)

All outstanding and unconverted shares of Series C Preferred Stock on February 17, 2022 (the “ Maturity Date ”) shall be redeemed by the Company pursuant to this Section 9.1 at a price per share equal to the Original Purchase Price (the “ Mandatory Redemption ”). The Mandatory Redemption shall be payable in cash or by delivery of shares of Common Stock, at the option of the Holder subject to the provisions set forth in this Section 9.1, on or prior to ten (10) Business Days after the Maturity Date.

(b)

Holders on the Maturity Date shall provide written notice to the Company of their election to receive the Mandatory Redemption in cash or by delivery of shares of common stock (the “ Mandatory Redemption Notice ”). The Mandatory Redemption Notice must be delivered to the Company no later than three (3) Business Days after the Maturity Date; provided that if the Holder does not timely provide the Mandatory Redemption Notice in accordance with this Section 9.1, the Mandatory Redemption shall be payable in cash without any further notice to the Holder.

(c)

If the Mandatory Redemption is paid by delivery of shares of Common stock, such shares of Common Stock shall be valued at the Average Price prior to the Maturity Date.

(d)

Following the Mandatory Redemption, all shares of Series C Preferred Stock shall cease to be outstanding and shall have the status of authorized but undesignated preferred stock.

ARTICLE X
Definitions

10.1

Definitions. For the purposes hereof, the following terms shall have the following meanings:

“ Act ” means the Securities Act of 1993, as amended.

“ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Appraiser ” means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing

“ Average Price ” on any date means (x) the sum of the Per Share Market Value for the five (5) Trading Days immediately preceding such date, divided by (y) five (5).

“ Board of Directors ” means the board of directors of the Company or, with respect to any action to be taken by such board, any committee of such board duly authorized to take such action.

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“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to close.

“ Change of Control ” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Section 13(d)(3) of the Exchange Act) of in excess of 50% of the voting securities of the Issuer, (ii) a replacement of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the date hereof, or their duly elected successors who are directors immediately prior to such transaction, in one or a series of related transactions, (iii) the merger of the Company with or into another entity, unless following such transaction, the Holders of the Company’s securities continue to hold at least 67% of such securities following such transaction, (iv) the consolidation or sale of all or substantially all of the assets of the Issuer in one or a series of related transactions, or (v) the execution by the Issuer of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (i), (ii), (iii) or (iv).

“ Closing Date ” means the date of the closing of the purchase and sale of the Series C Preferred Stock.

“ Commission ” means the United States Securities and Exchange Commission, or any successor to such agency.

“ Common Stock ” means the Company’s common stock, $0.01 par value per share, of the Company and stock of any other class into which such shares may hereafter have been reclassified or changed.

“ Conversion Date ” has the meaning set forth in Section 5.2(a).

“ Conversion Price ” has the meaning set forth in Section 5.1.

“ Converted Preferred Stock ” has the meaning set forth in Section 5.2(a).

“ Dividend Payment Date ” has the meaning set forth in Section 2.1

“ Dividend Period ” means the period commencing on, and including, a Dividend Payment Date (or if no Dividend Payment Date has occurred, commencing on, and including, the Original Issue Date), and ending on, and including, the day immediately preceding the next succeeding Dividend Payment Date.

“ DTC ” means the Depositary Trust Corporation.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Holder ” or other similar terms means the registered holder of any share of Series C Preferred Stock.

“ Junior Securities ” means the Common Stock and all other equity securities of the Company which are junior in rights and liquidation preference to Series C Preferred Stock, but does not include the Series A Preferred Stock or the Series B Preferred Stock, which shall be pari passu with the Series C Preferred Stock.

“ Liquidation Value ” has the meaning set forth in Section 1.1.

“ Notice of Conversion ” has the meaning set forth in Section 5.1(b).

“ Original Issue Date ” shall mean the date of the first issuance of any shares of the Series C Preferred Stock regardless of the number of transfers of any particular shares of Series C Preferred Stock and regardless of the number of certificates which may be issued to evidence such Series C Preferred Stock.

“ Original Purchase Price ” shall mean the price paid per share for the Series C Preferred Stock on the Closing Date.

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“ Per Share Market Value ” means (i) on any particular date, the closing price per share of the Common Stock on such date on the U.S. national securities exchange on which the Common Stock is then listed or if there is no such price on such date, then the closing price on such exchange on the date nearest preceding such date or (ii) if the Common Stock is not listed then on a U.S. national securities exchange, the closing price for a share of Common Stock in the over-the-counter market, at the close of business on such date, or (iii) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Appraiser selected in good faith by the Holder; provided , however , that the Company, after receipt of the determination by such Appraiser, shall have the right to select in good faith an additional Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period.

“ Person ” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

“ Redemption Date ” has the meaning set forth in Section 8.2.

“ Redemption Notice ” has the meaning set forth in Section 8.1(b).

“ Redemption Notice Date ” has the meaning set forth in Section 8.2.

“ Redemption Price ” has the meaning set forth in Section 8.1(b).

“ Regular Record Date ” means with respect to payment of dividends on the Series C Preferred Stock, the 1st calendar day of the month in which the relevant Dividend Payment Date falls or such other record date fixed by the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date. The Regular Record Date shall apply regardless of whether such date is a Business Day.

“ Reserved Amount ” has the meaning set forth in Section 6.1.

“ Series A Preferred Stock ” means the Company’s Series A Convertible Redeemable Preferred Stock.

“ Series B Preferred Stock ” means the Company’s Series B Convertible Redeemable Preferred Stock.

“ Subscription Agreement ” means the Subscription Agreement, dated as of the Original Issue Date, among the Company and each Holder of the Series C Preferred Stock.

“ Subsidiary ” means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the Board of Directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“ Trading Day ” means (a) a day on which the Common Stock is traded on the U.S. national securities exchange on which the Common Stock is then listed or quoted or (b) if the Common Stock is not listed on a U.S. national securities exchange, a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board; provided , however , that in any event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then a Trading Day shall mean any Business Day.

“ Underlying Shares ” means the number of shares of Common Stock into which the shares of Series C Preferred Stock are convertible in accordance with the terms hereof.

ARTICLE XI
Miscellaneous

11.1

Modification of Statement of Designation. This Statement of Designation may be modified without prior notice to any Holder upon the written consent of the Company and the Holders of more than a majority of the shares of Series C Preferred Stock then outstanding. The Holders of more than a majority of the shares of

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Series C Preferred Stock then outstanding may waive compliance by the Company with any provision of this Statement of Designation without prior notice to any Holder. However, without the consent of each Holder affected, an amendment, supplement or waiver may not (1) reduce the number of shares of Series C Preferred Stock whose Holders must consent to an amendment, supplement or waiver, or (2) make any shares of Series C Preferred Stock payable in money or property other than as stated in the Statement of Designation.

11.2

Miscellaneous. This Statement of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the nonexclusive jurisdiction of the state and federal courts sitting in Denton County, Texas, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. The parties hereto, including all guarantors or endorsers, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Statement of Designation, except as specifically provided herein, and assent to extensions of the time of payment, or forbearance or other indulgence without notice. The Holder of Series C Preferred Stock by acceptance of a share of Series C Preferred Stock agrees to be bound by the provisions of this Statement of Designation which are expressly binding on such Holder.

11.3

Preferred Stock Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite number of shares of Series C Preferred Stock have concurred in any direction, consent or waiver under this Statement of Designation, shares of Series C Preferred Stock which are owned by the Company or any other obligor on the Series C Preferred Stock or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Series C Preferred Stock shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that any shares of Series C Preferred Stock owned by the Holders shall be deemed outstanding for purposes of making such a determination. Shares of Series C Preferred Stock so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Company, the pledgee’s right so to act with respect to such shares of Series Preferred Stock and that the pledgee is not the Company or any other obligor upon the Series C Preferred Stock or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Series C Preferred Stock.

11.4

Notice to Holders Prior to Taking Certain Types of Action. In case:

(a)

the Company shall authorize the issuance, at any time from and after the Original Issue Date, to all holders of any class or series of its capital stock, of rights or warrants to subscribe for or purchase shares of its capital stock or of any other right;

(b)

the Company shall authorize, at any time from and after the Original Issue Date, the distribution to all holders of any class or series of its capital stock, of evidences of its indebtedness or assets;

(c)

the Company shall declare a dividend (or other distribution) on its Common Stock or the Company shall declare a special nonrecurring dividend on or a redemption of its Common Stock;

(d)

of any subdivision, combination or reclassification of any class or series of capital stock of the Company at any time from and after the Original Issue Date or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or

(e)

of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be mailed to the Holders, at their last addresses as they shall appear upon the registration books of the Company, at least ten (10) days prior to the applicable record date hereinafter specified, a notice stating (i) the date as of which the holders of record of such class or series of capital stock are to be entitled to receive any such rights, warrants or distribution are to be determined, or (ii) the date on which any such

- 9 -

subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of such class or series of capital stock record shall be entitled to exchange their stock for securities or other property, if any, deliverable upon such subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action.

The failure to give the notice required by this Section 11.4 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing.

11.5

Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

11.6

References. References to Sections and Articles are to Sections and Articles of this Statement of Designation, unless otherwise expressly provided.

11.7

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

11.8

Lost or Stolen Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company (including any bond the Company’s transfer agent requires the Holders to post) of the loss, theft, destruction or mutilation of any stock certificates representing Series C Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of such Series C Preferred Stock certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided , however , the Company shall not be obligated to re-issue preferred stock certificates if the Holder contemporaneously requests the Company to convert such Series C Preferred Stock into Common Stock.

11.9

Remedies Characterized; Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Statement of Designation shall be cumulative and in addition to all other remedies available under this Statement of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Statement of Designation. The Company covenants to each Holder of Series C Preferred Stock that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders of the Series C Preferred Stock and that the remedy at law in the event of any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holders of the Series C Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

11.10

Payment of Tax Upon Issue of Transfer. The issuance of certificates for shares of the Common Stock upon conversion of the Series C Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders so converted and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

* * * *

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EXHIBIT A

NOTICE OF CONVERSION
AT THE ELECTION OF HOLDER

(To be executed by the Holder in order to convert shares of Series C Convertible Redeemable Preferred Stock)

The undersigned hereby elects to convert the number of shares of Series C Convertible Redeemable Preferred Stock (“ Series C Preferred Stock ”) indicated below, into shares of common stock, par value $.01 per share (“ Common Stock ”), of International Isotopes Inc. (the “ Company ”) according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations :

___________________________________________

Date to effect conversion

___________________________________________

Number of shares of Series C Preferred Stock to be converted

___________________________________________

Number of shares of Common Stock to be issued

___________________________________________

Applicable Conversion Price

___________________________________________

Signature

___________________________________________

Name

___________________________________________

Address

- 11 -

* * * *

IN WITNESS WHEREOF, this Statement of Designation is executed on behalf of the Company by its Chief Executive Officer and attested by its Chief Financial Officer on this 17th day of February, 2017.


INTERNATIONAL ISOTOPES INC.

By:	/s/ Steve T. Laflin
Name: Steve T. Laflin
Title: Chief Executive Officer

Attest :

/s/ Laurie McKenzie-Carter

Name: Laurie McKenzie-Carter

Title: Chief Financial Officer

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Exhibit 4.1

NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

INTERNATIONAL ISOTOPES INC.

CLASS M COMMON STOCK PURCHASE WARRANT


Initial Holder:	Original Issue Date:
	No. of Shares Subject to Warrant:
	Exercise Price Per Share: $0.12
	Expiration Time: February 17, 2022

International Isotopes Inc., a Texas corporation (the “ Company ”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the “ Holder ”), is entitled to purchase from the Company up to the number of shares of its common stock, par value $0.01 per share (the “ Common Stock ”), shown above as may be adjusted from time to time as provided herein (each such share, a “ Warrant Share ” and all such shares, the “ Warrant Shares ”) at the exercise price shown above as may be adjusted from time to time as provided herein (the “ Exercise Price ”), at any time and from time to time on or after the original issue date indicated above (the “ Original Issue Date ”) and through and including the expiration time shown above (the “ Expiration Time ”), and subject to the following terms and conditions.

This Warrant (the “ Warrant ”) is one of a series of similar warrants issued pursuant to certain Subscription Agreements, dated as of the date of original issuance of the Warrant, entered into among the Company and certain investors (each, a “ Subscription Agreement ”). All such warrants are referred to herein, collectively, as the “ Warrants .”

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 applicable Subscription Agreement.

List of Warrant Holders . 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 (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder 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.

List of Transfers; Restrictions on Transfer . This Warrant has been issued subject to certain investment representations of the original Holder set forth in the applicable Subscription Agreement and may be transferred or exchanged only in compliance with applicable federal and state securities laws and regulations. The Company shall register any transfer of all or 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 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 in respect of the New Warrant that the Holder has in respect of this Warrant

Exercise and Duration of Warrants .

(a)

All or any part of this Warrant shall be exercisable by the Holder in any manner permitted by this Section 4 of this Warrant at any time and from time to time on or after the Original Issue Date and through and including the Expiration Time. At the Expiration Time, the portion of the Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b)

The Holder may exercise this Warrant by delivering to the Company: (i) an exercise notice, in the form attached hereto (the “ Exercise Notice ”), completed and duly signed, and (ii) payment by wire transfer of immediately available funds to an account designated by the Company of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. 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 physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation with the final Exercise Notice delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof .

(c)

Notwithstanding any provisions herein to the contrary, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of the Issuer together with the properly endorsed Notice of Exercise in which event the Issuer shall issue to the Holder a number of shares of Common Stock computed using the following formula:


	X =	Y (B-A) B

Where	X =	the number of shares of Common Stock to be issued to the Holder.

	Y =	the number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised.

	A =	the Warrant Exercise Price.

	B =	the closing price for the Common Stock on the Trading Day immediately preceding the date of the Notice of Exercise.

(d)

The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

Delivery of Warrant Shares .

(a)

Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) 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 (if as of the time of exercise the Warrant Shares do not constitute restricted or control securities). “ Trading Day ” shall mean a date on which the Company’s Common Stock trades on its principal trading market. The Holder, or any Person permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date.

(b)

The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided , that , the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

(c)

To the extent permitted by law, 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 that 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.

(d)

If the Company fails to cause its transfer agent to transmit to the Holder a certificate or the certificates (either physical or electronic) representing the Warrant Shares pursuant to the terms hereof by the third (3rd) Trading Day after the date on which such certificate is required to be delivered pursuant to Section 5(a), then, the Holder will have the right to rescind such exercise. In addition, if after such third (3rd) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. 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..

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. The Company shall bear the cost of any legal opinion, transfer agent fees and related costs in connection with the removal of restricted legend from any certificate representing the Common Stock issuable upon exercise of this Warrant. Notwithstanding the foregoing, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. 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.

Replacement of Warrant or Certificate . If this Warrant or any certificate for Common Stock issued on exercise of this Warrant shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new warrant or certificate of like amount in exchange and substitution for the mutilated or defaced Warrant or certificate, or in lieu of and in substitution for the destroyed, lost or stolen Warrant or certificate. In the case of a mutilated or defaced Warrant or certificate, the Holder shall surrender such Warrant or certificate to the Company. In the case of any destroyed, lost or stolen Warrant or certificate, the Holder shall furnish to the Company: (i) evidence to its satisfaction of the destruction, loss or theft of such Warrant or certificate and (ii) such security or indemnity (which shall not include the posting of any bond) as may be reasonably required by the Company to hold the Company harmless.

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 that 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 (taking into account the adjustments and restrictions of Section 9). 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 non-assessable.

Certain Adjustments to Exercise Price . 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)

Adjustments for Stock Splits and Combinations and Stock Dividends . If the Company shall at any time or from time to time after the date hereof, effect a stock split or combination of the outstanding Common Stock or pay a stock dividend in shares of Common Stock, then the number of Warrant Shares issuable upon exercise of this Warrant shall be the number of Warrant Shares issuable immediately prior to such event, multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event. Any adjustments under this Section 9(a) shall be effective at the close of business on the date the stock split or combination becomes effective or the date of payment of the stock dividend, as applicable.

(b)

Merger Sale, Reclassification, etc . In case of any: (i) consolidation or merger (including a merger in which the Company is the surviving entity), (ii) sale or other disposition of all or substantially all of the Company’s assets or distribution of property to shareholders (other than distributions payable out of earnings or retained earnings), or (iii) reclassification, change or conversion of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof (other than as a result of a stock split or combination of shares of Common Stock covered by Section 9(a) above), then and in each such case the Holder of this Warrant, upon the exercise hereof at any time thereafter shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consolidation, merger, sale or other disposition, reclassification, change, conversion or reorganization, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto. To the extent that there are multiple types of securities, cash or property to be received in a transaction, then the Company shall allocated the Exercise Price among the consideration in a manner reasonably related to the underlying value of each component of the consideration. If holders are given an opportunity to select among different forms of consideration in a transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such a transaction. Notwithstanding anything to the contrary, in the event of a transaction that is (x) an all cash transaction, (y) a "Rule 13e-3 transaction" as defined in Rule 13e-3 under the Exchange Act, or (z) a consolidation or sale (where the Company is not the surviving corporation) involving a person or entity not traded on a national securities exchange, including, but not limited to, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the transaction, purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such transaction

10.

No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of this Warrant, nor shall the Company be required to pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated and that all issuances of Common Stock shall be rounded up to the nearest whole share.

11.

Notices . Whenever the Exercise Price is adjusted pursuant to any provision of Section 9, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be delivered in accordance with the procedures set forth in the applicable Subscription Agreement.

12.

Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

13.

Miscellaneous .

(a)

This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(b)

This Warrant shall be governed by and construed in accordance with the laws of the State of New York, USA, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York).

(c)

Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the

state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Warrant, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d)

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(e)

In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(f)

Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

(g)

No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


INTERNATIONAL ISOTOPES INC.


By:
Name:
Title:

INTERNATIONAL ISOTOPES INC.

EXERCISE NOTICE

The undersigned, pursuant to the provisions set forth in the attached Warrant hereby irrevocably elects to purchase ____________ shares of Common Stock covered by such Warrant, and is providing, herewith, the aggregate purchase price for such shares.

The undersigned intends that payment of the Warrant Price shall be made as (check one):

Cash Exercise______

Cashless Exercise_______

If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $________ by certified or official bank check (or via wire transfer) to the Issuer in accordance with the terms of the Warrant.

If the Holder has elected a Cashless Exercise, a certificate shall be issued to the Holder for the number of shares equal to the whole number portion of the product of the calculation set forth below, which is ___________.

X = Y (B- A)

Where:

The number of shares of Common Stock to be issued to the Holder __________________(“X”).

The number of shares of Common Stock purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised ___________________________ (“Y”).

The Warrant Exercise Price ______________ (“A”).

The 5-day average Fair Market Value of one share of Common Stock _______________________ (“B”).

The undersigned is an “accredited investor” as defined in Regulation D, as promulgated under the Securities Act of 1933, as amended.

The undersigned represents and warrants that all offers and sales by the undersigned of the shares of Common Stock shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from registration under the Securities Act.


Dated:
			(Signature must conform to name of holder as specified on the face of the Warrant)

			Address:

INTERNATIONAL ISOTOPES INC.

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

FOR VALUE RECEIVED , the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the within Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.


Dated:			TRANSFEROR:


			Print name

			By:

			Title:



			TRANSFEREE:


			Print name

			By:

			Title:



WITNESS:			Address of Transferee:


Print name

Exhibit 10.1

INTERNATIONAL ISOTOPES INC.

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of February 17, 2017 (the “ Agreement ”), between INTERNATIONAL ISOTOPES INC., a Texas corporation (the “ Company ”), and each purchaser identified on Schedule A hereto (each, including their respective successors and assigns, an “ Investor ” and collectively, the “ Investors ”).

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein, the parties agree as follows:

ARTICLE 1
GENERAL

1.1

Definitions.

As used in this Agreement, the following terms shall have the following respective meanings:

“ Affiliate ” has the meaning specified in Rule 12b-2 under the Exchange Act.

“ Agreement ” has the meaning set forth in the Preamble.

“ Business Day ” means a business day in the City of New York, New York.

“ Common Stock ” means shares of the Company’s common stock, par value $0.01 per share.

“ Company ” has the meaning set forth in the Preamble.

“ Company Public Sale ” has the meaning set forth in Section 2.1(a).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Indemnitee ” has the meaning set forth in Section 2.5(a).

“ Investor ” and “ Investors ” have the meanings set forth in the Preamble.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, business trust, joint stock company, trust or unincorporated organization or any government or any agency or political subdivision thereof.

“ Piggyback Registration ” has the meaning set forth in Section 2.1(a).

“ Register ,” “ registered ,” and “ registration ” shall refer to a registration effected by preparing and (a) filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such registration statement or (b) filing a prospectus and/or prospectus supplement in respect of an appropriate effective registration statement.

“ Registrable Securities ” means the Shares; provided that the Shares shall cease to be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they are sold pursuant to Rule 144, (iii) they shall have ceased to be outstanding, (iv) they have been sold in a private transaction,

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or (v) they have been otherwise transferred and new certificates for them not bearing a legend restricting transfer under the Securities Act shall have been delivered by the Company and such securities may be publicly resold without registration under the Securities Act. No Registrable Securities may be registered under more than one registration statement at any one time.

“ Registration Expenses ” shall mean all expenses incurred by the Company in effecting any registration pursuant to this Agreement, including, without limitation, (i) all registration and filing fees and any other fees and expenses associated with filings required to be made with the SEC or any securities exchange or inter-dealer quotation system on which the Common Stock are at such time admitted for trading or otherwise quoted), (ii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iii) fees and disbursements of counsel for the Company, (iv) blue sky fees and expenses, (v) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (vi) expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, (vii) all fees and expenses of any special experts or other Persons retained by the Company in connection with any registration, and (viii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties).

“ Restricted Period ” has the meaning set forth in Section 2.6.

“ SEC ” or “ Commission ” means the U.S. Securities and Exchange Commission and any successor agency.

“ Series C Preferred Stock ” means the Series C Convertible Redeemable Preferred Stock, par value $0.01 per share, of the Company.

“ Securities Act ” means the Securities Act of 1933, as amended, or similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, together with fees and expenses of counsel to the Holders.

“ Shares ” means and shares of Common Stock issuable by the Company pursuant to the terms of the Series C Preferred Stock and the Warrants.

“ Subscription Agreement ” means the Subscription Agreement, dated as of the date hereof, among the Company and each Investor of the Series C Preferred Stock.

“ Warrants ” means the warrants to purchase Common Stock issued to each Investor pursuant to such Investor’s Subscription Agreement.

ARTICLE 2
REGISTRATION

2.1

Piggyback Registration.

(a)

If the Company at any time proposes to file a registration statement under the Securities Act with respect to any offering of Common Stock for its own account or for the account of any other Persons (other than (i) a registration on Form S-4 or S-8 or any successor form to such referenced forms or (ii) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “ Company Public Sale ”), then, as soon as practicable (but in no event less than ten (10) calendar days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to all Investors, and such notice shall offer each Investor the opportunity to Register under such registration statement such number of Registrable Securities as each such Investor may request in writing (a “ Piggyback Registration ”). Subject to Section 2.1(b), the Company shall include

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in such registration statement all such Registrable Securities that are requested to be included therein within five (5) days after such notice is delivered; provided that if at any time after giving written notice of its intention to Register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to Register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon:

(i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); and

(ii) in the case of a determination to delay Registering, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other securities.

If the offering pursuant to such registration statement is to be underwritten, then each Investor making a request for a Piggyback Registration pursuant to this Section 2.1(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Investor may, subject to Section 2.1(b), participate in such underwritten offering. If the offering pursuant to such registration statement is to be on any other basis, then each Investor making a request for a Piggyback Registration pursuant to this Section 2.1(a) must, and the Company shall make such arrangements so that each such Investor may, participate in such offering on such basis.

Each Investor shall be permitted to withdraw all or part of such Investor’s Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such registration statement.

(b)

If the managing underwriter or underwriters of any proposed underwritten offering of Common Stock included in a Piggyback Registration informs the Company and the Investors in writing that, in its or their opinion, the number of securities which such Investors and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such registration shall be allocated as follows:

(i)

first, up to 100% of the securities, if any, that the Company proposes to include in the offering;

(ii)

second, and only if all of the securities, if any, referred to in clause (i) have been included, up to 100% of the securities proposed to be offered by security holders having registration rights existing prior to the date of this Agreement; and

(iii)

third, and only if all of the securities referred to in clause (ii) have been included, pro rata among the Investors who have requested participation in such offering and any other holder of securities of the Company having rights of registration that are neither expressly senior nor subordinated to the Registrable Securities; and

(iv)

fourth, and only if all of the Registrable Securities and other securities referred to in clause (iii) have been included in such registration, any securities eligible for inclusion in such registration other than those set forth in clauses (i) through (iii) above.

2.2

Expenses of Registration.

Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the holders of the securities so registered pro rata on the basis of the aggregate offering or sale price of the securities so registered.

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2.3

Obligations of the Company.

Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably practicable:

(a)

Prepare and file with the SEC a prospectus supplement with respect to such Registrable Securities pursuant to an effective registration statement and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective or such prospectus supplement current, for up to one hundred and twenty (120) days or, if earlier, until the Investor or Investors have completed the distribution related thereto.

(b)

Prepare and file with the SEC such amendments and supplements to the applicable registration statement and the prospectus or prospectus supplement used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in paragraph (a) above.

(c)

Furnish to the Investors such number of copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits) and of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d)

Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Investors, to keep such registration or qualification in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such Investor; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e)

Enter into customary agreements (including if the method of distribution is by means of an underwriting, an underwriting agreement in customary form with the managing underwriter(s) of such offering) and take such other actions (including participating in and making documents available for the due diligence review of underwriters if the method of distribution is by means of an underwriting) as are reasonably required in order to facilitate the disposition of such Registrable Securities. Each Investor participating in such underwriting shall also enter into and perform its obligations under such underwriting agreement.

(f)

Notify each Investor at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g)

Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of outside legal counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) a letter dated as of such date, from the independent registered public accountants of the Company, in form and substance as is customarily given by independent registered public accountants to underwriters in an underwritten public offering addressed to the underwriters.

(h)

Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably requested by the Investors or the underwriters.

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2.4

Termination.

The registration rights granted under this Article 2 shall terminate with respect to any Investor as of the last day of the first calendar month in which the sum of the Registrable Securities held by such Investor may be sold in a single transaction without limitation under Rule 144 under the Securities Act.

2.5

Indemnification.

(a)

The Company agrees to indemnify each Investor and, if a Investor is a person other than an individual, such Investor’s officers, directors, employees, agents, representatives and Affiliates, and each person or entity, if any, that controls an Investor within the meaning of the Securities Act (each, an " Indemnitee "), against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon: any untrue or alleged untrue statement of material fact contained in any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) prepared by the Company or authorized by it in writing for use by such Investor (or any amendment or supplement thereto); or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be liable to such Indemnitee in any such case to the extent that any such loss, claim, damage, action, liability (or action or proceeding in respect thereof), cost or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule 405 under the Securities Act) prepared by the Company or authorized by it in writing for use by such Investor (or any amendment or supplement thereto), in reliance upon and in conformity with information regarding such any Investor or Indemnitee or its plan of distribution or ownership interests which was furnished in writing to the Company for use in connection with such registration statement, including any such preliminary prospectus or final prospectus contained therein or any such amendments or supplements thereto, (ii) offers or sales effected by or on behalf such Indemnitee "by means of" (as defined in Securities Act Rule 159A) a "free writing prospectus" (as defined in Securities Act Rule 405) that was not authorized in writing by the Company, or (iii) the failure of any Indemnitee to deliver or make available to a purchaser of Registrable Securities a copy of any registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto (if the same was required by applicable law to be delivered or made available), provided that the Company shall have delivered to such Investor such registration statement, including such preliminary prospectus or final prospectus contained therein and any amendments or supplements thereto.

(b)

If the indemnification provided for in Section 2.5(a) is unavailable to an Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; the Company and each Investor agree that it would not be just and equitable if contribution pursuant to this Section 2.5(b) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.5(b). No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the Company if the Company was not guilty of such fraudulent misrepresentation.

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2.6

"Market Stand-Off" Agreement; Agreement to Furnish Information.

Each Investor hereby agrees that such Investor shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to, any Common Stock (or other securities of the Company) held by such Investor (other than those included in the registration) for a period (the “ Restricted Period ”) specified by the representatives of the underwriters of Common Stock (or other securities of the Company) not to exceed ten (10) days prior and ninety (90) days following any registered sale by the Company in which the Company gave the Investor an opportunity to participate; provided that all executive officers and directors of the Company enter into similar agreements and only if such Persons remain subject thereto (and are not released from such agreement) for such period. Each Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the representatives of the underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this Section 2.6 shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities of the Company), each Investor shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act in which such Investor participates.

2.7

Rule 144 and Exchange Act Reporting.

With a view to making available to the Investors the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a)

make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of this Agreement;

(b)

file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

(c)

so long as any Investor owns any Registrable Securities, furnish to such Investor forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as the Investor may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Registrable Securities without registration.

2.8

No Inconsistent Agreements: Additional Rights.

The Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Investors by this Agreement.

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ARTICLE 3
MISCELLANEOUS

3.1

Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.

3.2

Applicable Law and Submission to Jurisdiction.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof (other than Section 5-1401 of the General Obligations Law of the State of New York). Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

3.3

Counterparts and Facsimile.

For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile or in .pdf format and such facsimiles or .pdf files will be deemed as sufficient as if actual signature pages had been delivered.

3.4

Titles and Subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5

Notices.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be deemed to have been received (a) upon hand delivery (receipt acknowledged) or delivery by email or facsimile (upon transmission confirmation report for facsimiles) at the address, email address or number designated below (if delivered by 8:00 p.m. MST where such notice is to be delivered), or the first Business Day following such delivery (if delivered after 8:00 p.m. MST where such notice is to be delivered) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications are (i) if to the Company to International Isotopes Inc., 4137 Commerce Circle, Idaho Falls, Idaho 83401, Telephone: 208-524-5300, Facsimile: 208-524-1411, Attention: Steve Laflin, with copies to Perkins Coie LLP, 1900 Sixteenth Street, Suite 1400, Denver, Colorado 80202, Attention: Sonny Allison, and (ii) if to any Investor to the address set forth on

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the signature pages hereto or such other address as may be designated in writing hereafter, in the same manner, by such Person.

3.6

Amendments and Waivers.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Investor of any Registrable Securities then outstanding, each future Investor of all such Registrable Securities, and the Company.

3.7

Severability.

If any provision of this Agreement or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

3.8

Entire Agreement, Etc.

This Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof.

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IN WITNESS WHEREOF , the parties hereto have caused this Registration Rights Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


COMPANY:

INTERNATIONAL ISOTOPES INC.



By:
	Name:
	Title:

INVESTORS:

The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

Annex A

Registration Rights Agreement

Investor Counterpart Signature Page

The undersigned, desiring to enter into this Registration Rights Agreement, dated as of February 17, 2017 (the “ Agreement ”), between the undersigned, International Isotopes Inc., a Texas corporation (the “ Company ”), and the other parties thereto, in or substantially in the form furnished to the undersigned, hereby agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof.

IN WITNESS WHEREOF , the undersigned has executed the Agreement as of February 17, 2017.


*Name and Address, Fax No. and Social Security No./EIN of Investor:*

Address:





Fax No.:

Soc. Sec. No./EIN:


*If a partnership, corporation, trust or other business entity:*

By:
	Name:
	Title:

*If an individual:*


Signature

Schedule A

SCHEDULE OF INVESTORS


Texas	0-22923	74-2763837
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


Exhibit No.		Description
3.1		Statement of Designation of the Series C Convertible Redeemable Preferred Stock of International Isotopes Inc.
4.1		Form of Class M Warrant.
10.1		Registration Rights Agreement, dated February 17, 2017, among International Isotopes Inc. and the investors party thereto.


Date: February 24, 2017	International Isotopes Inc.

	By:	/s/ Steve T. Laflin
		Steve T. Laflin President and Chief Executive Officer


Exhibit No.		Description
3.1		Statement of Designation of the Series C Convertible Redeemable Preferred Stock of International Isotopes Inc.
4.1		Form of Class M Warrant.
10.1		Registration Rights Agreement, dated February 17, 2017, among International Isotopes Inc. and the investors party thereto.