Unassociated Document


    Exhibit
      10.2

    


    THE
      WARRANTS REPRESENTED BY THIS CERTIFICATE 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
      OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER
      THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (ii) UPON THE
      DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
      SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      IS
      AVAILABLE FOR THE OFFER AND SALE OF SUCH SECURITIES.

    


    WARRANT
      CERTIFICATE 

    OF

    IONATRON,
      INC.

    


    Warrant
      to Purchase _________ Shares of Common Stock

    Par
      value
      $0.001 per share

    Date
      as
      of August __, 2006

    


    This
      Warrant Certificate certifies that ____________ or its registered assigns (the
      "Holder"), is the registered holder of Warrants to purchase, at any time from
      August __, 2006 until 5:00 P.M., New York local time on August __, 2011 (the
      "Expiration Date"), up to __________ fully paid and nonassessable shares,
      subject to adjustment in accordance with Section 5 hereof (the "Warrant
      Shares"), of common stock, par value $0.001 per share (the Common Stock”) of
      Ionatron, Inc., a Delaware Corporation (the “Company”) at the exercise price per
      Warrant Share, and in the manner and subject to the conditions and adjustments,
      hereinafter provided.

     

    1.  Exercise
      of Warrant.
      

     

    1.1  Cash
      Exercise.
      The
      Warrants represented by this Warrant Certificate are each initially exercisable
      to purchase one Warrant Share at a price of $9.15 per Warrant Share payable
      in
      cash or by check to the order of the Company, or any combination thereof,
      subject to adjustment as provided in Section 5 hereof. Upon surrender of this
      Warrant Certificate with the annexed Form of Election to Purchase and
      Representations and Warranties duly executed, together with payment of the
      Exercise Price (as hereinafter defined) for the Warrant Shares purchased by
      wire
      transfer or certified or bank check, at the Company's principal offices
      (currently located at 3716 E. Columbia Street, Tucson, Arizona 85714), the
      Holder shall be entitled to receive a certificate or certificates for the
      Warrant Shares so purchased. The purchase rights represented by this Warrant
      Certificate are exercisable at the option of the Holder, in whole at any time
      or
      in part from time to time (but not as to fractional Warrant Shares). In the
      case
      of the purchase of less than all the Warrant Shares purchasable under this
      Warrant Certificate, the Company shall cancel this Warrant Certificate upon
      its
      surrender to the Company and shall execute and deliver a new Warrant Certificate
      of like tenor and date for the balance of the Warrant Shares purchasable
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.2  Cashless
      Exercise.
      In lieu
      of exercising this Warrant in accordance with Section 1(a) hereof, at any time
      after ___________, 2007 and on or prior to the Expiration Date,
      if
      and
      only if the
      Company does not have an effective registration statement filed with the
      Securities and Exchange Commission covering the Warrant Shares, the Holder
      may,
      at the Holder's option, exchange, in whole at any time or in part from time
      to
      time, the Warrants represented by this Warrant Certificate (a "Warrant
      Exchange"), into the number of Warrant Shares determined in accordance with
      this
      Section 1.2, by surrendering this Warrant Certificate at the principal office
      of
      the Company or at the office of its transfer agent, accompanied by a notice
      stating the Holder's intent to effect such exchange, the number of Warrants
      to
      be so exchanged and the date on which the Holder requests that such Warrant
      Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take
      place
      on the date specified in the Notice of Exchange or, if later, the date the
      Notice of Exchange is received by the Company (the "Exchange Date"). The Notice
      of Exchange may be delivered to the Company via facsimile, provided that the
      Warrant Certificate is received by the Company no later than one (1) business
      day following the date on which the Notice of Exchange was received by the
      Company. Certificates for the Warrant Shares issuable upon such Warrant Exchange
      and, if applicable, a new Warrant Certificate of like tenor representing
      Warrants which were subject to the surrendered Warrant Certificate and not
      included in the Warrant Exchange, shall be issued as of the Exchange Date and
      delivered to the Holder. In connection with any Warrant Exchange, the Holder
      shall be entitled to subscribe for and acquire the number of Warrant Shares
      (rounded to the next highest integer) which equals (i) the number of Warrant
      Shares specified by the Holder in its Notice of Exchange (the "Total Share
      Number") less (ii) the number of Warrant Shares equal to the quotient obtained
      by dividing (a) the product of the Total Share Number and the existing Exercise
      Price (as hereinafter defined) per Warrant Share by (b) the Market Price (as
      hereinafter defined) of the Common Shares on the Exchange Date. "Market Price"
      at any date shall be deemed to be average of the last sale price of the Common
      Shares for the ten (10) consecutive trading days ending on the day prior to
      the
      date of determination as officially reported by the principal securities
      exchange on which the Common Shares are listed or admitted to trading or, if
      the
      Common Shares are not so listed, as reported in the NASDAQ National Market
      System, or, if the Common Shares are not listed or admitted to trading on any
      national securities exchange or quoted on the NASDAQ National Market System,
      the
      last sale price as furnished by (i) NASD Regulation, Inc. through NASDAQ, (ii)
      a
      similar organization if NASDAQ is no longer reporting such information, or,
      (iii) an inter-dealer quotation system or the “pink sheets” which provides such
      information if the Common Shares are not traded on NASDAQ or a similar
      organization or, (d) if the Common Shares are not traded on NASDAQ, a similar
      organization or an inter-dealer quotation system or the “pink sheets,” the fair
      market value of the Common Shares, as determined in good faith by resolution
      of
      the directors (other than a designee of the holders of the Notes) of the Company
      adopted within five business days after the Holder exercised the Warrant, as
      of
      the date of the Warrant Exchange.

     

    
      
        
        

      

      
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    2.  Issuance
      of Warrant Shares.
      Upon
      the exercise of all or part of the Warrants, the issuance of certificates for
      the Warrant Shares purchased shall be made within three days after (i) the
      issuance of the Warrant and payment of the Exercise Price in accordance with
      Section 1.1 or (ii) the Exchange Date, as the case may be without charge to
      the
      Holder, including, without limitation, for any tax which may be payable in
      respect of the issuance thereof, and such certificates shall be issued in the
      name of, or in such names as may be directed by, the Holder; provided, however,
      that the Company shall not be required to pay any tax which may be payable
      in
      respect of any transfer involved in the issuance and delivery of any such
      certificates in a name other than that of the Holder and the Company shall
      not
      be required to issue or deliver such certificates unless or until the Holder
      shall have paid to the Company the amount of such tax or shall have established
      to the satisfaction of the Company that such tax has been paid.

     

    3.  Investment
      Representation and Legend.
      The
      Holder, by his acceptance hereof, covenants and agrees that the Warrants have
      been acquired for the Holder’s own account and not with a view to the
      distribution thereof. In addition, the Company may require the Holder, as a
      condition to the exercise of the Warrants, to (i) give reasonable written
      assurance satisfactory to the Company that the Warrant Shares are being acquired
      for the Holder's own account, for investment only, with no view to the
      distribution of same in violation of the Securities Act, and that any subsequent
      resale of any such Warrant Shares either shall be made pursuant to a
      registration statement under the Securities Act which has become effective
      and
      is current with regard to the Warrant Shares being sold, or shall be pursuant
      to
      an exemption from registration under the Securities Act and (ii) deliver to
      the
      Company an opinion of counsel satisfactory to the Company that the Warrant
      Shares may be issued upon such particular exercise in compliance with the
      Securities Act without registration thereunder. Unless and until registered
      under the Securities Act, any Warrant Certificates issued pursuant hereto and,
      upon exercise of the Warrants, in part or in whole, any certificates
      representing the Warrant Shares so purchased shall bear a legend substantially
      similar to the legend set forth on the facing page of this Warrant Certificate.
      Without limiting the generality of the foregoing, the Company may delay issuance
      of the Warrant Shares until completion of any action or obtaining of any
      consent, which the Company deems necessary under any applicable law (including,
      without limitation, state securities or "blue sky" laws).

     

    4.  Exercise
      Price. The
      exercise price of each Warrant is $9.15 per
      Warrant Share, subject to adjustment as set forth in Section 5 below (the
      "Exercise Price").

     

    5.  Adjustments
      of Exercise Price and Number of Warrant Shares.

     

    5.1  Subdivision
      and Combination.
      In case
      the Company shall at any time subdivide or combine the outstanding shares of
      Common Stock, the Exercise Price shall forthwith be proportionately decreased
      in
      the case of subdivision or increased in the case of combination.

     

    5.2  Adjustment
      in Number of Warrant Shares.
      Upon
      each adjustment of the Exercise Price pursuant to the provisions of this Section
      5, the number of Warrant Shares issuable upon the exercise of this Warrant
      shall
      be adjusted to the nearest full Warrant Share by multiplying a number equal
      to
      the Exercise Price in effect immediately prior to such adjustment by the number
      of Warrant Shares issuable upon exercise of this Warrant immediately prior
      to
      such adjustment and dividing the product so obtained by the adjusted Exercise
      Price and rounding the quotient so obtained to the next highest
      integer.

     

    
      
        
        

      

      
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    5.3  Reclassification,
      Consolidation, Merger, etc.
      In case
      of any reclassification or change of the outstanding shares of Common Stock
      (other than a change in par value to no par value, or from no par value to
      par
      value, or as a result of a subdivision or combination), or in the case of any
      consolidation of the Company with, or merger of the Company into, another
      corporation (other than a consolidation or merger in which the Company is the
      surviving corporation and which does not result in any reclassification or
      change of the outstanding shares of Common Stock, except a change as a result
      of
      a subdivision or combination of such shares or a change in par value, as
      aforesaid), or in the case of a sale or conveyance of the property of the
      Company as an entirety to another corporation, the Holder shall thereafter
      have
      the right to purchase the kind and number of shares of stock and other
      securities and property receivable upon such reclassification, change,
      consolidation, merger, sale or conveyance as if the Holders were the owners
      of
      the Warrant Shares underlying the Warrants immediately prior to any such
      event.

     

    6.  Exchange
      and Replacement of Warrant Certificate. This
      Warrant Certificate is exchangeable without expense, upon the surrender hereof
      by the registered Holder at the principal executive office of the Company,
      for a
      new Warrant Certificate of like tenor and date representing in the aggregate
      the
      right to purchase the same number of Warrant Shares in such denominations as
      shall be designated by the Holder hereof at the time of such
      surrender.

     

    Upon
      receipt by the Company of evidence reasonably satisfactory to it of the loss,
      theft, destruction or mutilation of this Warrant Certificate, and, in case
      of
      loss, theft or destruction, of indemnity reasonably satisfactory to the Company,
      and reimbursement to the Company of all reasonable out-of-pocket expenses
      incidental thereto, and upon surrender and cancellation of the Warrant
      Certificate, if mutilated, the Company will make and deliver a new Warrant
      Certificate of like tenor, in lieu hereof.

     

    7.  Fractional
      Warrant Shares. No
      fractional Warrant Shares will be issued upon the exercise of the Warrants.
      As
      to any fraction of a Warrant Share which the Holder would otherwise be entitled
      to purchase upon such exercise, the Company shall pay to such Holder the cash
      value thereof based on the Market Price of the Common Stock on the date such
      fractional share would otherwise be issuable.

     

    8.  Reservation
      of Shares.
      The
      Company shall at all times reserve and keep available out of its authorized
      shares of Common Stock, solely for the purpose of issuance upon the exercise
      of
      the Warrants, such number of Warrant Shares as shall be issuable upon the
      exercise thereof. The Company represents, warrants and covenants and agrees
      that, upon exercise of the Warrants and payment of the Exercise Price therefor,
      all Warrant Shares issuable upon such exercise shall be duly and validly issued,
      fully paid, non-assessable and not subject to the preemptive rights of any
      shareholder.

     

    
      
        
        

      

      
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    9.  Rights
      Prior to Exercise of Warrants.
      Nothing
      contained in this Warrant Certificate shall be construed as conferring upon
      the
      Holder the right to vote or to consent or to receive notice as a shareholder
      in
      respect of any meetings of shareholders for the election of directors or any
      other matter, or as having any rights whatsoever as a shareholder of the
      Company. If, however, at any time prior to the expiration of the Warrants and
      their exercise, any of the following events shall occur:

     

    (a)
        the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or distribution payable otherwise than
      in cash, or a cash dividend or distribution payable otherwise than out of
      current or retained earnings, as indicated by the accounting treatment of such
      dividend or distribution on the books of the Company; or

     

    (b)
        the
      Company shall offer to all the holders of its Common Stock any additional shares
      of Common Stock or other shares of capital stock of the Company or securities
      convertible into or exchangeable for Common Stock or other shares of capital
      stock of the Company, or any option, right or warrant to subscribe therefor;
      

     

    (c)
        a
      dissolution, liquidation or winding up of the Company (other than in connection
      with a consolidation or merger) or a sale of all or substantially all of its
      property, assets and business as an entirety shall be proposed; or

     

    (d)
        the
      Company shall propose to issue any rights to subscribe for shares of Common
      Stock or any other securities of the Company or of such affiliate to all the
      shareholders of the Company;

     

    then,
      in
      any one or more of said events, the Company shall give written notice of such
      event at least ten (10) business days prior to the date fixed as a record date
      or the date of closing the transfer books for the determination of the
      shareholders entitled to such dividend, distribution, convertible or
      exchangeable securities or subscription rights, options or warrants, or entitled
      to vote on such proposed dissolution, liquidation, winding up or sale. Such
      notice shall specify such record date or the date of closing the transfer books,
      as the case may be. Failure to give such notice or any defect therein shall
      not
      affect the validity of any action taken in connection with the declaration
      or
      payment of any such dividend or distribution, or the issuance of any convertible
      or exchangeable securities or subscription rights, options or warrants, or
      any
      proposed dissolution, liquidation, winding up or sale.

     

    10.  Warrant
      Register.
      The
      Company shall register this Warrant, upon warrants marketed by the Company
      for
      that purpose (the “Warrant Register”), in the name of the record Holder hereof
      from time to time. The Company may claim and treat the registered Holder of
      this
      Warrant as the absolute owner hereof for the purpose of any exercise hereof
      or
      any distribution to the Holder, and for all other purposes, absent actual
      written notice from the Holder to the contrary.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    11.  Notices.
      All
      notices, requests, consents and other communi-cations hereunder shall be in
      writing and shall be deemed to have been duly made when delivered, or mailed
      by
      registered or certified mail, return receipt requested:

     

    (a)
        If
      to a
      registered Holder of the Warrants, to the address of such Holder as shown on
      the
      books of the Company; or

     

    (b)
        If
      to the
      Company, to the address set forth in Section 1 above or to such other address
      as
      the Company may designate by notice to the Holder.

    

      12.       
        Remedies.
        The
        Company stipulates that the remedies at law of the Holder in the event of
        any
        default or threatened default by the Company in the performance of or compliance
        with any of the terms of this Warrant are not and will not be adequate, and
        that
        such terms may be specifically enforced by a decree for the specific performance
        of any agreement contained herein or by an injunction against a violation
        of any
        of the terms hereof or otherwise.

      


      13.      
        Attorneys’ Fees.
        In
        any
        litigation, arbitration or court proceeding between the Company and Holder
        relating hereto, the Holder shall be entitled to payment by the Company of
        all
        costs incurred in enforcement of this Warrant, including, without limitation,
        reasonable attorneys’ fees and expenses.

       

    

    14.  Governing
      Law. This
      Warrant Certificate and any dispute, disagreement, or issue of construction
      or
      interpretation arising hereunder whether relating to its execution or validity,
      the obligations provided herein or the performance hereof shall be governed
      or
      interpreted according to the laws of the State of Delaware without regard to
      its
      conflicts of laws provisions.

     

    -Signature
      Page Follows-

     


    
      
        
        

      

      
        6

        
          

        

      

       

    



    IN
      WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
      executed under its corporate seal on the date first written above.

     

    


    IONATRON,
      INC.

    


    


    By:
      _____________________________

    Name:

    Title:

    Dated:
      

    August
      ,
      2006


    
      
        
        

      

      
        
        

        
          

        

      

       

    



    [FORM
      OF ELECTION TO PURCHASE]

    


    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      this
      Warrant Certificate, to purchase _________ shares of Common Stock and herewith
      tenders (i) in payment for such shares cash or a certified or official bank
      check payable in New York Clearing House Funds to the order of Ionatron, Inc.
      the amount of $ _____, all in accordance with the terms hereof or (ii) warrants
      to purchase ___ shares of Common Stock, based on the Market Price of the Common
      Stock of $______ on the Exchange Date [complete clause (i) or (ii) as
      appropriate]. The undersigned requests that a certificate for such shares be
      registered in the name of ___________________, whose address is
      ________________________________

    _____________________________,
      And that such Certificate be delivered to ______________________, whose address
      is
      ____________________________________________________________________________

    


    


    Dated:     Signature:
      ______________________________________


    (Signature
      must conform in all respects to name 

    of
      holder
      as specified on the face of the Warrant 

    Certificate.)

    


    ________________________________

     

    ________________________________

    (Insert
      Social Security or other

    Identifying
      Number of Holder) 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    REPRESENTATIONS
      AND WARRANTIES

     

    The
      undersigned Holder, in connection with the exercise of this Warrant, hereby
      represents and warrants to Ionatron, Inc. (the "Company") as
      follows:

     

    (a)
        The
      Holder is acquiring the Warrant Shares for his own account, for invest-ment
      purposes only and not with a view towards or in connection with public sale
      or
      distribution thereof. The Warrant Shares may not be offered for sale, sold
      or
      otherwise transferred except pursuant to an effective registration statement
      under the Act and in compliance with the applica-ble securities laws of any
      state or other jurisdiction, or pursuant to an opinion of counsel satisfactory
      to the Company that such registration is not required and such compliance has
      been obtained. The Company may affix an appropriate legend restricting transfer
      of the Warrant Shares under the Act to any certificate(s) representing the
      Warrant Shares to reflect the foregoing in accordance with the Subscription
      Agreement dated August , 2006 by and among the Holder and the
      Company.

     

    (b)
        The
      Holder understands that the Warrant Shares are being offered and sold by the
      Company in reliance on an exemption from the registration requirements of the
      Securities Act and equivalent state securities and “blue sky” laws, and that the
      Company is relying upon the accuracy of, and the compliance by the Holder with
      his representations and warranties set forth in this letter, in determining
      the
      availability of such exemption and the eligibility of the Holder to acquire
      the
      Warrant Shares.

     

    (c)
        The
      Holder acknowledges that he has had access to the reports and other documents
      filed by the Company with the Securities and Exchange Commission pursuant to
      the
      Securities Exchange Act of 1934, as amended, and that he has been given an
      opportunity to ask questions of, and to receive answers from, the Company’s
      management personnel concerning the Company’s business and the Warrant Shares.
      The Holder has been provided access to all materials relating to the business,
      financial position and results of operations of the Company, and all other
      materials requested by the Holder to enable him to make an informed investment
      decision with respect to the acquisition of the Warrant Shares. The Holder
      has
      such knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of an investment in the Company’s
      securities. 

     

    (d)
        The
      Holder is, and upon exercise of the Warrant will be experienced in making
      investments of the kind represented by the Warrant Shares, and (iii) capable,
      by
      reason of his business and financial experience, of evaluating the relative
      merits and risks of an investment in the Warrant Shares.

     

    (e)
        The
      Holder understands that an investment in the Warrant Shares involves a high
      degree of risk, and has the financial ability to bear the economic risk of
      this
      investment in the Warrant Shares, including a complete loss of such investment.
      The Holder has adequate means for providing for his current financial
      requirements and has no need for liquidity with respect to this
      investment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)
        The
      Holder agrees to indemnify the Company and hold it harmless from and against
      any
      and all losses, damages, liabilities, cost and expenses which it may sustain
      or
      incur in connection with the breach by the undersigned of any representation,
      warranty or covenant made by the undersigned.

     

    HOLDER:

    ____________________________

    


     

    Date:_______________   Signature:
      
      ____________________________

      Name:

      Title:

      Address:
        

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [FORM
      OF
      ASSIGNMENT]

    


    (To
      be
      executed by the registered holder if such holder

    Desires
      to transfer the Warrant Certificate.)

    


    FOR
      VALUE
      RECEIVED __________________________________________

    


    Hereby
      sells, assigns and transfers unto

    


    ____________________________________________________________________________

    (Please
      prints name and address of transferee)

    


    this
      Warrant Certificate, together with all right, title and interest therein, and
      does hereby irrevocably constitute and appoint _______________, Attorney, to
      transfer the within Warrant Certificate on the books of the within-named
      Company, with full power of substitution.

    


    Dated:     Signature:
      _______________________________________

     

    Signature
      must conform in all respects to name of 

    holder
      as
      specified on the face of the Warrant

    Certificate)

     

     _______________________________________

     

     _______________________________________

    (Insert
      Social Security or other

    Identifying
      Number of Holder)

    


    


    ________________________________

    


    ________________________________

    (Insert
      Social Security or other

    Identifying
      Number of Assignee)