REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Series D Preferred Stock and the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 5th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 30, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), Implant Sciences Corporation, a Massachusetts corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • October 5th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
This Agreement (this “Agreement”) is dated as of the 30th day of September 2005 among Implant Sciences Corporation, a Massachusetts corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
SUBSIDIARY GUARANTYImplant Sciences Corp • October 5th, 2005 • Surgical & medical instruments & apparatus • New York
FOR VALUE RECEIVED, and in consideration of preferred stock 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 preferred stock 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
IMPLANT SCIENCES CORPORATION AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTImplant Sciences • October 5th, 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
ContractImplant Sciences Corp • October 5th, 2005 • Surgical & medical instruments & apparatus
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.
IMPLANT SCIENCES CORPORATION SECURITIES PURCHASE AGREEMENT September 30, 2005Securities Purchase Agreement • October 5th, 2005 • Implant Sciences Corp • Surgical & medical instruments & apparatus • New York
