FUNDS ESCROW AGREEMENTFunds Escrow Agreement • July 14th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
This Agreement (this “Agreement”) is dated as of the 6th day of July 2005 among Implant Sciences Corporation, a Massachusetts corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 14th, 2005 • 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, and 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 gu
IMPLANT SCIENCES CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • July 14th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands
ContractSecured Term Note • July 14th, 2005 • Implant Sciences Corp • 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.
ContractWarrant Agreement • July 14th, 2005 • Implant Sciences Corp • 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.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and IMPLANT SCIENCES CORPORATION Dated: July 6, 2005Securities Purchase Agreement • July 14th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2005, by and between IMPLANT SCIENCES CORPORATION, a Massachusetts (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
