Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
LAURUS MASTER FUND, LTD.
and
IMPLANT SCIENCES CORPORATION
Dated: July 6, 2005
LIST OF EXHIBITS
Form of Warrant
Exhibit A
Form of Opinion
Exhibit B
Form of Escrow Agreement
Exhibit C
ii
SECURITIES PURCHASE AGREEMENT
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").
RECITALS
WHEREAS, the Company has authorized the sale to the Purchaser of a Secured
Convertible Term Note in the aggregate principal amount of Three Million Dollars
($3,000,000) in the form of Exhibit A hereto (as amended, modified and/or
supplemented from time to time, the "Note");
WHEREAS, the Company wishes to issue to the Purchaser a warrant, on September
30, 2005, in the form of Exhibit B hereto (as amended, modified and/or
supplemented from time to time, the "Warrant") to purchase up to 250,000 shares
of the Company's Common Stock (subject to adjustment as set forth therein) in
connection with the Purchaser's purchase of the Note;
WHEREAS, the Purchaser desires to purchase the Note and the Warrant on the terms
and conditions set forth herein; and
WHEREAS, the Company desires to issue and sell the Note 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 shall sell to the Purchaser, and the Purchaser shall
purchase from the Company, the Note.
The sale of the Note on the Closing Date
shall be known as the "Offering."
The Note will mature on the Maturity Date (as
defined in the Note).
Collectively, the Note and Warrant and Common Stock
issuable upon exercise of the Warrant are referred to as the "Securities."
2.
Fees and Warrant.
On the Closing Date:
(A)
THE COMPANY WILL ISSUE AND DELIVER TO THE PURCHASER THE WARRANT,
ON SEPTEMBER 30, 2005,TO PURCHASE UP TO 250,000 SHARES OF COMMON STOCK (SUBJECT
TO ADJUSTMENT AS SET FORTH THEREIN) IN CONNECTION WITH THE OFFERING, PURSUANT TO
SECTION 1 HEREOF.
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 FOR THE BENEFIT OF
THE HOLDER OF THE WARRANT AND SHARES
OF THE COMPANY'S COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT (THE
"WARRANT SHARES").
(B)
SUBJECT TO THE TERMS OF SECTION 2(D) BELOW, THE COMPANY SHALL PAY
TO LAURUS CAPITAL MANAGEMENT, LLC, THE MANAGER OF THE PURCHASER, A CLOSING
PAYMENT IN AN AMOUNT EQUAL TO FOUR AND ONE-HALF