ContractImplant Sciences Corp • December 16th, 2008 • Measuring & controlling devices, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR IMPLANT SCIENCES CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
GUARANTYGuaranty • December 16th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This GUARANTY (the “Guaranty”), dated as of December 10, 2008, is executed and delivered by C-ACQUISITION CORP., a Delaware corporation (“C-Acquisition”), ACCUREL SYSTEMS INTERNATIONAL CORPORATION, a California corporation (“Accurel”), and IMX ACQUISITION CORP., a Delaware corporation (“IMX” and together with C-Acquisition and Accurel, each a “Guarantor” and collectively, “Guarantors”) in favor of DMRJ GROUP, LLC, a Delaware limited liability company, in its capacity as Investor under the Purchase Agreement (as defined below) and as Secured Party under the Security Agreement (as defined below) (in such capacities, and together with their respective successors, transferees and assigns, “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of December 10, 2008, among the Grantor(s) listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and DMRJ GROUP, LLC (together with its successors and assigns, the “Secured Party”).
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of December 10, 2008 by and between IMPLANT SCIENCES CORPORATION and DMRJ GROUP LLCNote and Warrant Purchase Agreement • December 16th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of December 10, 2008 (this “Agreement”), is by and between Implant Sciences Corporation, a Massachusetts corporation (the “Company”), and DMRJ Group LLC, a Delaware limited liability company (the “Investor”).
PATENT SECURITY AGREEMENTPatent Security Agreement • December 16th, 2008 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 10th day of December, 2008, among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and DMRJ GROUP, LLC (together with its successors, the “Secured Party”).
