SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND EACH PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.
EACH PLEDGOR
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS
ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS,
COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE [THE SECURITIES
PURCHASE AGREEMENT] [THE SECURITY AGREEMENT] AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER OF THE SUCH PLEDGOR'S ACTUAL RECEIPT THEREOF
OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.
9
(H)
IT IS UNDERSTOOD AND AGREED THAT ANY PERSON OR ENTITY THAT DESIRES
TO BECOME A PLEDGOR HEREUNDER, OR IS REQUIRED TO EXECUTE A COUNTERPART OF THIS
AGREEMENT AFTER THE DATE HEREOF PURSUANT TO THE REQUIREMENTS OF ANY DOCUMENT,
SHALL BECOME A PLEDGOR HEREUNDER BY (X) EXECUTING A JOINDER AGREEMENT IN FORM
AND SUBSTANCE SATISFACTORY TO THE PLEDGEE, (Y) DELIVERING SUPPLEMENTS TO SUCH
EXHIBITS AND ANNEXES TO SUCH DOCUMENTS AS THE PLEDGEE SHALL REASONABLY REQUEST
AND/OR SET FORTH IN SUCH JOINDER AGREEMENT AND (Z) TAKING ALL ACTIONS AS
SPECIFIED IN THIS AGREEMENT AS WOULD HAVE BEEN TAKEN BY SUCH PLEDGOR HAD IT BEEN
AN ORIGINAL PARTY TO THIS AGREEMENT, IN EACH CASE WITH ALL DOCUMENTS REQUIRED
ABOVE TO BE DELIVERED TO THE PLEDGEE AND WITH ALL DOCUMENTS AND ACTIONS REQUIRED
ABOVE TO BE TAKEN TO THE REASONABLE SATISFACTION OF THE PLEDGEE.
(I)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
ANY SIGNATURE DELIVERED BY A PARTY BY
FACSIMILE TRANSMISSION SHALL BE DEEMED AN ORIGINAL SIGNATURE HERETO.
[Remainder of Page Intentionally Left Blank]
10
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first written above.
IMPLANT SCIENCES CORPORATION
By:
/s/Anthony Armini
Name: Anthony Armini
Title: President
LAURUS MASTER FUND, LTD.
By:
/s/ Laurus Master Fund
Name:
Title
11
SCHEDULE A to the Stock Pledge Agreement
Pledged Stock
Pledgor
Issuer
Class of Stock
Stock Certificate
Number
Par Value
Number of
Shares
Implant Sciences
Corporation
C Acquisition Corporation
Delaware
Implant Sciences
Corporation
Accurel Systems International Corporation
California