SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IMPLANT SCIENCES CORPORATION Dated: December 29, 2006Securities Purchase Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2006, by and between IMPLANT SCIENCES CORPORATION, a Massachusetts (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractImplant Sciences Corp • January 8th, 2007 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IMPLANT SCIENCES CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Implant Sciences Corporation, a Massachusetts corporation (the “Parent”) and each of C Acquisition Corporation, a Delaware corporation (d/b/a Core Systems) and Accurel Systems International Corporation, a California Corporation (together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guarant
ContractImplant Sciences Corp • January 8th, 2007 • Surgical & medical instruments & apparatus • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IMPLANT SCIENCES CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractImplant Sciences Corp • January 8th, 2007 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
IMPLANT SCIENCES CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus
This Intellectual Property Security Agreement is entered into as of January 3, 2007 by and between BRIDGE BANK, N.A. (“Bank”) and IMPLANT SCIENCES CORPORATION, a corporation organized under the laws of the Commonwealth of Massachusetts (“Grantor”).
IMPLANT SCIENCES CORPORATION ACCUREL SYSTEMS INTERNATIONAL CORPORATION BRIDGE BANK, N.A. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus • California
This Amended and Restated Loan And Security Agreement is entered into as of January 3, 2007, by and between Bridge Bank, N.A. (“Bank”) and Implant Sciences Corporation, a Massachusetts corporation (“Implant”), Accurel Systems International Corporation, a California corporation (“Accurel”), and C Acquisition Corp. a Delaware corporation (“Acquisition”) (each of Implant, Accurel and Acquisition are individually referred to herein as a “Borrower” and collectively, the “Borrowers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus
This Intellectual Property Security Agreement is entered into as of January 3, 2007 by and between BRIDGE BANK, N.A. (“Bank”) and ACCUREL SYSTEMS INTERNATIONAL CORPORATION, a California corporation (“Grantor”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 8th, 2007 • Implant Sciences Corp • Surgical & medical instruments & apparatus
This Intellectual Property Security Agreement is entered into as of January 3, 2007 by and between BRIDGE BANK, N.A. (“Bank”) and C ACQUISITION CORP., a Delaware corporation (“Grantor”).
