Exhibit 10.71
RELEASE
This Release is entered as of the date set forth below by and between
______________ ("Purchaser") and HiEnergy Technologies, Inc. ("Company").
WHEREAS, Purchaser in June 2003 agreed to purchase from the Company
shares of the common stock of the Company and warrants to acquire additional
shares of the common stock of the Company (collectively, the "Securities"); and
WHEREAS, the Company offered and sold the Securities directly to
Purchaser pursuant to a registration statement (File No. 333-101055) (the
"Registration Statement") filed with the Securities and Exchange Commission and
declared effective by the Securities and Exchange Commission on April 25, 2003;
and
WHEREAS, after June 15, 2003 the prospectus audited financial
statements as of April 30, 2003 was required to be included by Section 10 of the
Securities Act of 1933 (the "Securities Act"); and
WHEREAS, Purchaser desires to waive and forego any right under the
Securities Act or applicable state securities laws to surrender the Securities
and recover up to the full amount of the purchase price of the Securities.
NOW, THEREFORE, for good and valuable considerations, receipt and
sufficiency of which are hereby acknowledged, Purchaser and Company hereby agree
as follows:
1. Purchaser hereby acknowledges that Purchaser received on or prior to
June 15, 2003 a copy of the Company's prospectus in the form attached to the
Registration Statement at its effective date, including audited financial
statements as of April 30, 2002.
2. Purchaser hereby unconditionally releases and discharges the Company
and its officers, directors, controlling persons, accountants, attorneys,
insurers, successors, assigns and affiliates from all actions, causes of action,
suits, debts, damages, judgments, claims, and demands ("Claims") that arise
directly by reason of the prospectus omitting audited financial statements as of
April 30, 2003 under the requirements of Section 5 of the Securities Act of 1933
or any other federal or state securities laws.
3. Purchaser does not otherwise waive, release or discharge any Claims
by reason of any untrue statement of material fact in the prospectus or any
omission of a material fact from the prospectus necessary in order to make the
statements made not misleading.
4. This Release may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute one
and the same instrument.
5. This Release, once manually signed by either party, may be delivered
to the other party electronically or by facsimile transmission, and such copy
shall be considered originally signed and fully valid.
IN WITNESS WHEREOF, the parties hereto have caused this Release to be
duly executed by their respective authorized signatories as of the date
indicated below.
COMPANY:
HIENERGY TECHNOLOGIES, INC.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Chairman, Chief Executive Officer,
President, Treasurer and Chief
Scientist
Dated: January ___, 2004 PURCHASER:
By:
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Name:
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Title:
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