EXHIBIT 10.71
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO IMPLANT SCIENCES CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.
Right to Purchase 55,000 shares of Common Stock of
Implant Sciences Corporation (subject to
adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. 2002-1 Issue Date: October 7, 2002
IMPLANT SCIENCES CORPORATION, a corporation organized under the laws of the
State of Massachusetts (the "COMPANY"), hereby certifies that, for value
received, LAURUS MASTER FUND, LTD., or its assigns (the "HOLDER"), is entitled,
subject to the terms set forth below, to purchase from the Company from and
after the Issue Date of this Warrant and at any time or from time to time before
5:00 p.m., New York time, through five (5) years after such date (the
"EXPIRATION DATE"), up to 55,000 fully paid and nonassessable shares of Common
Stock (as hereinafter defined), $0.10 par value per share, of the Company, at
the Purchase Price (as defined below). The number and character of such shares
of Common Stock and the Purchase Price are subject to adjustment as provided
herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include Implant Sciences Corporation and
any corporation which shall succeed or assume the obligations of Implant
Sciences Corporation hereunder.
(b) The term "Common Stock" includes (a) the Company's Common Stock,
$.10 par value, as authorized on the date of the Securities Purchase Agreement
of even date herewith between the Company and the Holder (the "SECURITIES
PURCHASE AGREEMENT") and (b) any other securities into which or for which any of
the securities described in (a) or (b) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
(c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the Holder at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities pursuant
to Section 4 or otherwise.
(ii) The term "Purchase Price" shall be $6.23.
1. Exercise of Warrant.
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1.1. Number of Shares Issuable upon Exercise. From and after the
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date hereof through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in whole in accordance
with the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant
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to Section 4.
1.2. Full Exercise. This Warrant may be exercised in full by the
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Holder hereof by delivery of an original or fax copy of the form of subscription
attached as Exhibit A hereto (the "SUBSCRIPTION FORM") duly executed by such
Holder, to the Company at its principal office or at the office of its warrant
agent (as provided hereinafter), accompanied by payment, in cash, wire transfer,
or by certified or official bank check payable to the order of the Company, in
the amount obtained by multiplying the number of shares of Common Stock for
which this Warrant is then exercisable by the Purchase Price (as hereinafter
defined) then in effect.
1.3. Partial Exercise. This Warrant may be exercised in part (but
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not for a fractional share) by surrender of this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the number of shares of Common Stock for
which such Warrant may still be exercised.
1.4. Fair Market Value. Fair Market Value of a share of Common
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Stock as of a particular date (the "DETERMINATION DATE") shall mean the Fair
Market Value of a share of the Common Stock. Fair Market Value of a share of
Common Stock as of a Determination Date shall mean:
(a) If the Common Stock is traded on an exchange or is quoted
on the National Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") National Market or the NASDAQ SmallCap Market, then the closing or
last sale price, respectively, reported for the last business day immediately
preceding the Determination Date.
(b) If the Common Stock is not traded on an exchange or on
the NASDAQ National Market or the NASDAQ SmallCap Market but is traded on the
NASD OTC Bulletin Board, then the mean of the closing bid and asked prices
reported for the last business day immediately preceding the Determination Date.
(c) Except as provided in clause (d) below, if the Common
Stock is not publicly traded, then as the Holder and the Company agree or in the
absence of agreement by arbitration in accordance with the rules then standing
of the American Arbitration Association, before a single arbitrator to be chosen
from a panel of persons qualified by education and training to pass on the
matter to be decided.
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of the Warrant are outstanding at the
Determination Date.
1.5. Company Acknowledgment. The Company will, at the time of the
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exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in
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accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.
1.6. Trustee for Warrant Holder. In the event that a bank or trust
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company shall have been appointed as trustee for the Holder pursuant to
Subsection 3.2, such bank or trust company shall have all the powers and duties
of a warrant agent (as hereinafter described) and shall accept, in its own name
for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1.
2.1 Delivery of Stock Certificates, etc. on Exercise. The Company
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agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within 7 business days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder hereof, or as such Holder (upon payment by
such Holder of any applicable transfer taxes) may direct in compliance with
applicable Securities Laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.
2.2. Cashless Exercise.
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(a) Payment may be made either in (i) cash or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of the Warrant, Common Stock and/or
Common Stock receivable upon exercise of the Warrant in accordance with Section
(b) below, or (iii) by a combination of any of the foregoing methods, for the
number of shares of Common Stock specified in such form (as such exercise number
shall be adjusted to reflect any adjustment in the total number of shares of
Common Stock issuable to the Holder per the terms of this Warrant) and the
Holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein.
(b) Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the Holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the Holder a number of shares of Common Stock computed using the
following formula:
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X=Y (A-B)
---
A
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Where X= the number of shares of Common Stock to be issued to the
Holder
Y= the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being exercised (at the date of such
calculation)
A= the Fair Market Value of one share of the Company's Common Stock
(at the date of such calculation)
B= Purchase Price (as adjusted to the date of such calculation)
3. Adjustment for Reorganization, Consolidation, Merger, etc.
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3.1. Reorganization, Consolidation, Merger, etc. In case at any
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time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder, on the
exercise hereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Common Stock (or
Other Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
3.2. Continuation of Terms. Upon any reorganization,
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consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities and property receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the effective
date of dissolution following any such transfer, as the case may be, and shall
be binding upon the issuer of any such stock or other securities, including, in
the case of any such transfer, the person acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section 4.
4. Extraordinary Events Regarding Common Stock. In the event that the
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Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
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The number of shares of Common Stock that the Holder shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
increased to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Purchase Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Purchase Price in effect on the
date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment or
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readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrant, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder and any Warrant agent of the
Company (appointed pursuant to Section 11 hereof).
6. Reservation of Stock, etc. Issuable on Exercise of Warrant;
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Financial Statements. The Company will at all times reserve and keep available,
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solely for issuance and delivery on the exercise of the Warrant, all shares of
Common Stock (or Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Common Stock.
7. Assignment; Exchange of Warrant. Subject to compliance with
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applicable Securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by any registered Holder hereof (a "TRANSFEROR") with respect to
any or all of the shares of Common Stock. On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of Exhibit B attached
hereto (the "TRANSFEROR ENDORSEMENT FORM") and together with evidence reasonably
satisfactory to the Company demonstrating compliance with applicable Securities
Laws, the Company at its expense but with payment by the Transferor of any
applicable transfer taxes) will issue and deliver to or on the order of the
Transferor thereof a new Warrant of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
"TRANSFEREE"), calling in the aggregate on the face or faces thereof for the
number of shares of Common Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.
8. No Rights as Shareholders. This Warrant does not entitle the Holder
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hereof to any voting rights or other rights as a shareholder of the Company
prior to exercise hereof.
9. Transferability; Compliance with Securities Laws.
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a. The Holder is experienced in evaluating companies such as the
Company, is able to fend for itself in transactions such as the one
contemplated by this Warrant, has such knowledge and experience in
financial and business matters that the Holder is capable of evaluating the
merits and risks of an investment in the Company, and has the ability to
bear the economic risks of the investment.
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b. The Holder is acquiring this Warrant and upon exercise the
shares of Common Stock for investment for such Holder's own account and not
with the view to, or for resale in connection with, any distribution
thereof. The Holder understands that this Warrant (and the Common Stock
issuable upon exercise hereof) have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), by reason of a
specific exemption from the registration provisions of the Securities Act
which depends upon, among other things, the bona fide nature of the
investment intent as expressed herein. The Holder does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to any third person with respect to the
Warrant (or any Common Stock issuable upon exercise hereof). The Holder
understands and acknowledges that the offering of the Warrant and the
Common Stock issuable upon exercise of this Warrant will not be registered
under the Securities Act on the ground that the sale provided for in this
Warrant and the issuance of securities hereunder is exempt from the
registration requirements of the Securities Act.
c. The Holder acknowledges that the Warrant (and the Common Stock
issuable upon exercise of this Warrant) must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available. The Holder is aware of Rule 144 promulgated
under the Securities Act which permits limited resale of securities
purchased in a private placement subject to the satisfaction of certain
conditions. In the absence of an effective registration statement covering
the securities in question, the Holder may sell, transfer, or otherwise
dispose of the Warrant (and any Common Stock issued on exercise hereof)
only in a manner consistent with the terms hereof and the Holder's
representations and warranties herein. In connection therewith, the Holder
acknowledges that the Company will make a notation on its stock books
regarding the restrictions on transfer set forth in this Section 9 and will
transfer securities on the books of the Company only to the extent not
inconsistent therewith.
d. The Holder has received and reviewed information about the
Company and has had an opportunity to discuss the Company's business,
management and financial affairs with its management and to review the
Company's facilities. The Holder understands that such discussions, as well
as any written information issued by the Company, were intended to describe
the aspects of the Company's business and prospects which the Company
believes to be material, but were not necessarily a thorough or exhaustive
description.
e. The Holder acknowledges that he is an "accredited investor" as
defined in Rule 501 of the Regulation D as promulgated by the Securities
and Exchange Commission under the Securities Act and shall submit to the
Company such further assurances of such status as may be reasonably
requested by the Company. For state securities law purposes, the Holder is
a resident of the Cayman Islands.
f. This Warrant may not be transferred or assigned in whole or in
part without compliance with all applicable federal and state securities
laws by the transferor and transferee (including the delivery of investment
representation letters and legal opinions reasonably satisfactory to the
Company, if requested by the Company). Subject to such restrictions, prior
to the Expiration Time, this Warrant and all rights hereunder are
transferable by the Holder hereof, in whole or in part, at the office or
agency of the Company referred to in Section 1 hereof. Any such transfer
shall be made in person or by the Holder's duly authorized attorney, upon
surrender of this Warrant together with the Assignment Form attached hereto
properly endorsed.
g. This Warrant may not be exercised except by an "accredited
investor" as defined in Rule 501(a) under the Securities Act of 1933, as
amended, who makes the representations and
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warranties to the Company as set forth on the notice of exercise attached
hereto. Each certificate representing the Common Stock or other securities
issued in respect of the Common Stock upon any stock split, stock dividend,
recapitalization, merger, consolidation or similar event, shall be stamped
or otherwise imprinted with a legend substantially in the following form (
in addition to any legend required under applicable securities laws):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF
APPLICABLE, STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
APPLICABLE STATE LAWS OR COMPLIANCE WITH AN APPLIABLE EXEMPTION
THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE
EVIDENCED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
10. Replacement of Warrant. On receipt of evidence reasonably
----------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
11. Registration Rights. The Holder of this Warrant has been granted
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certain registration rights by the Company. These registration rights are set
forth in a Securities Purchase Agreement.
12. Maximum Exercise. The Holder shall not be entitled to exercise
----------------
this Warrant on an exercise date, in connection with that number of shares of
Common Stock which would be in excess of the sum of (i) the number of shares of
Common Stock beneficially owned by the Holder and its affiliates on an exercise
date, and (ii) the number of shares of Common Stock issuable upon the exercise
of this Warrant with respect to which the determination of this proviso is being
made on an exercise date, which would result in beneficial ownership by the
Holder and its affiliates of more than 4.99% of the outstanding shares of Common
Stock of the Company on such date. For the purposes of the proviso to the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate exercises which would result in the issuance
of more than 4.99%. The restriction described in this paragraph may be revoked
upon 75 days prior notice from the Holder to the Company and is automatically
null and void upon an Event of Default (as defined in the Certificate of Vote of
Directors Establishing a Class or Series of Stock).
13. Warrant Agent. The Company may, by written notice to the Holder,
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appoint an agent for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant
pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any
of the foregoing, and thereafter any such issuance, exchange or replacement, as
the case may be, shall be made at such office by such agent.
14. Transfer on the Company's Books. Until this Warrant is transferred
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on the books of the Company, the Company may treat the registered Holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
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15. Notices, etc. All notices and other communications from the
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Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or, until any such Holder furnishes to the Company an
address, then to, and at the address of, the last Holder who has so furnished an
address to the Company.
16. Voluntary Adjustment by the Company. The Company may at any time
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during the term of this Warrant reduce the then current Purchase Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.
17. Miscellaneous. This Warrant and any term hereof may be changed,
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waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be governed by and construed in accordance with
the laws of State of New York without regard to principles of conflicts of laws.
Any action brought concerning the transactions contemplated by this Warrant
shall be brought only in the state courts of New York or in the federal courts
located in the state of New York; provided, however that the Holder may choose
to waive this provision and bring an action outside the state of New York. The
individuals executing this Warrant on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney's fees
and costs. In the event that any provision of this Warrant is invalid or
unenforceable under any applicable statute or rule of law, then such provision
shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant.
The headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision. The Company acknowledges that legal
counsel participated in the preparation of this Warrant and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved
against the drafting party shall not be applied in the interpretation of this
Warrant to favor any party against the other party.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the date first written above.
IMPLANT SCIENCES CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
Witness:
/s/ Xxxxxxx X. Xxxxxx
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Exhibit A
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO: Implant Sciences Corporation
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):
___ ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):
___ $__________ in lawful money of the United States; and/or
___ the cancellation of such portion of the attached Warrant as is
exercisable for a total of _______ shares of Common Stock (using a Fair Market
Value of $_______ per share for purposes of this calculation); and/or
___ the cancellation of such number of shares of Common Stock as is
necessary, in accordance with the formula set forth in Section 2, to exercise
this Warrant with respect to the maximum number of shares of Common Stock
purchaseable pursuant to the cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to whose address is
---------------------
.
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In exercising this Warrant, the undersigned hereby confirms and acknowledges
that the shares of Common Stock to be issued upon exercise hereof are being
acquired solely for the account of the undersigned and not as a nominee for any
other party, and for investment, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of Common Stock except under the
circumstances that will not result in a violation of the Securities Act of 1933,
ad amended or any state securities laws.
Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified
below:
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(Name)
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(Address)
The undersigned represents that (a) he, she or it is an "accredited investor"
within the meaning of Rule 501(a) under the Securities Act of 1933, as amended,
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and hereby ratifies and confirms as of the date hereof those representations and
warranties made by the undersigned in the securities purchase agreement entered
into by the undersigned at the time of the undersigned's purchase of the Warrant
from the Company and (b) the aforesaid shares of Common Stock are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.
Dated:
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(Signature must conform to name of Holder
as specified on the face of the Warrant)
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(Address)
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Exhibit B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of Implant Sciences Corporation to which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of Implant Sciences Corporation with full power of substitution in the premises.
Percentage Number
Transferees Transferred Transferred
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------------------------ --------------------------- ----------------------
------------------------ --------------------------- ----------------------
------------------------ --------------------------- ----------------------
The undersigned also represents that, by assignment hereof, the Assignee
acknowledges that this Warrant and the shares of Common Stock to be issued upon
exercise hereof are being acquired for investment and that the Assignee will not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any state
securities laws. Further, the Assignee shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the shares of
Common Stock so purchased are being acquired for investment and not with a view
toward distribution or resale.
Dated: , 200
----------- - -------------------------------------------
(Signature must conform to name of Holder as
specified on the face of the Warrant)
Signed in the presence of:
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(Name) (address)
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ACCEPTED AND AGREED: (address)
[TRANSFEREE]
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(Name)
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