Exhibit 10.75
IMPLANT SCIENCES CORPORATION
SECURITIES PURCHASE AGREEMENT
November 25, 2003
IMPLANT SCIENCES CORPORATION
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of November 25, 2003, by and between Implant Sciences Corporation, a
Massachusetts corporation (the "Company"), and Laurus Master Fund, Ltd. a Cayman
Islands company (the "Purchaser").
RECITALS
WHEREAS, the Company has authorized the sale of Series C 5% Convertible
Preferred Stock, $0.10 par value, (the "Preferred Stock"), for the aggregate
purchase price of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000),
convertible into shares of the Company's common stock, $0.10 par value per share
(the "Common Stock");
WHEREAS, the Company wishes to issues a warrant (the "Warrant") to the Purchaser
to purchase shares of the Company's Common Stock in connection with Purchaser's
purchase of the Preferred Stock;
WHEREAS, Purchaser desires to purchase the Preferred Stock and Warrant on the
terms and conditions set forth herein; and
WHEREAS, the Company desires to issue and sell the Preferred Stock and Warrant
to the Purchaser on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties and covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1.
AGREEMENT TO SELL AND PURCHASE.
PURSUANT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT, ON THE CLOSING DATE (AS DEFINED IN
SECTION 3), THE COMPANY AGREES TO SELL TO THE PURCHASER, AND THE PURCHASER
HEREBY AGREES TO PURCHASE FROM THE COMPANY, PREFERRED STOCK IN THE STATED AMOUNT
OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) , CONVERTIBLE IN
ACCORDANCE WITH THE TERMS THEREOF INTO SHARES OF THE COMPANY'S COMMON STOCK.
THE PREFERRED STOCK PURCHASED ON THE CLOSING DATE SHALL BE KNOWN AS THE
"OFFERING."
THE CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING A CLASS OR SERIES
OF STOCK FOR THE PREFERRED STOCK (THE "CERTIFICATE OF VOTE OF DIRECTORS") IS
ANNEXED HERETO AS EXHIBIT A.
THE PREFERRED STOCK WILL HAVE A MANDATORY
REDEMPTION DATE (AS DEFINED IN THE PREFERRED STOCK) EIGHTEEN MONTHS FROM THE
DATE OF ISSUANCE.
COLLECTIVELY, THE PREFERRED STOCK AND WARRANT (AS DEFINED IN
SECTION 2) AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE PREFERRED STOCK AND
EXERCISE OF THE WARRANT ARE REFERRED TO AS THE "SECURITIES."
2.
FEES AND WARRANT.
(A)
THE COMPANY WILL ISSUE AND DELIVER TO THE PURCHASER A WARRANT TO
PURCHASE 100,000 SHARES OF COMMON STOCK IN CONNECTION WITH THE OFFERING (THE
"WARRANT") PURSUANT TO SECTION 1 HEREOF.
THE WARRANT MUST BE DELIVERED ON THE
CLOSING DATE.
A FORM OF WARRANT IS ANNEXED HERETO AS EXHIBIT B.
ALL THE
REPRESENTATIONS, COVENANTS, WARRANTIES, UNDERTAKINGS, AND INDEMNIFICATION, AND
OTHER RIGHTS MADE OR GRANTED TO OR FOR THE BENEFIT OF THE PURCHASER BY THE
COMPANY ARE HEREBY ALSO MADE AND GRANTED IN RESPECT OF THE WARRANT AND SHARES OF
THE COMPANY'S COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (THE "WARRANT
SHARES").
(B)
THE