INTERCREDITOR AGREEMENTIntercreditor Agreement • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of March 19, 2014, by and between the First Lien Agent (such term, and each other term used but not defined in this preamble or in the recitals to this Agreement, having the meaning assigned thereto in Section 1), for itself and on behalf of the other First Lien Creditors, and the Second Lien Creditor, and acknowledged and agreed by the Borrowers and the other Obligors.
OMNIBUS TWELFTH AMENDMENT TO CREDIT AGREEMENT AND FOURTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTCredit Agreement • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This Omnibus Twelfth Amendment to Credit Agreement and Fourteenth Amendment to Note and Warrant Purchase Agreement (“Amendment”) is made as of the 19th day of March, 2014 between Implant Sciences Corporation, a Massachusetts corporation (the “Company”), and DMRJ Group LLC, a Delaware limited liability company (the “Investor”).
SECURITY AGREEMENTPatent Security Agreement • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 19, 2014, 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 BAM Administrative Services, LLC, as agent for the Investors party to the Purchase Agreement referred to below (together with its successors and assigns, the “Secured Party”).
BAM Administrative Services LLCNote Purchase Agreement • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec
This letter is provided pursuant to Section 4.1(d) of the Agreement as a material inducement to the Company to enter into the Agreement.
NOTE PURCHASE AGREEMENT DATED AS OF MARCH 19, 2014 BY AND BETWEEN IMPLANT SCIENCES CORPORATION AND THE INVESTORS PARTY HERETONote Purchase Agreement • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This NOTE PURCHASE AGREEMENT, dated as of March 19, 2014 (this “Agreement”), is by and between Implant Sciences Corporation, a Massachusetts corporation (the “Company”), each of the entities set forth on Schedule A hereto as investors (collectively, the “Investors” and each, individually, an “Investor”) and BAM ADMINISTRATIVE SERVICES LLC, as agent for the Investors (the “Agent”).
GUARANTYGuaranty • March 26th, 2014 • Implant Sciences Corp • Measuring & controlling devices, nec • New York
This GUARANTY (the “Guaranty”), dated as of March 19, 2014, 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 BAM ADMINISTRATIVE SERVICES LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) and as Secured Party under the Security Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).
