Exhibit 10.2
EXHIBIT C
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR
OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
COMMON STOCK PURCHASE WARRANT
To Purchase
Shares of Common Stock of
Implant Sciences Corporation
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES that, for value
received,
(the "Holder"), is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the six month anniversary of the date of issuance
of this Warrant (the "Initial Exercise Date") and on or prior to the 5 1⁄2 year
anniversary of the Closing Date (the "Termination Date") but not thereafter, to
subscribe for and purchase from Implant Sciences Corporation, a Massachusetts
corporation (the "Company"), up to
shares (the "Warrant
Shares") of Common Stock, par value $0.10 per share, of the Company (the "Common
Stock").
The purchase price of one share of Common Stock (the "Exercise Price")
under this Warrant shall be $9.35, subject to adjustment hereunder.
The
Exercise Price and the number of Warrant Shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. Capitalized terms
used and not otherwise defined herein shall have the meanings set forth in that
certain Securities Purchase Agreement (the "Purchase Agreement"), dated March 3,
2005 among the Company and the purchasers signatory thereto.
1
1.
TITLE TO WARRANT.
PRIOR TO THE TERMINATION DATE AND SUBJECT TO COMPLIANCE
WITH APPLICABLE LAWS AND SECTION 7 OF THIS WARRANT, THIS WARRANT AND ALL RIGHTS
HEREUNDER ARE TRANSFERABLE, IN WHOLE OR IN PART, AT THE OFFICE OR AGENCY OF THE
COMPANY BY THE HOLDER IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER
OF THIS WARRANT TOGETHER WITH THE ASSIGNMENT FORM ANNEXED HERETO PROPERLY
ENDORSED.
THE TRANSFEREE SHALL SIGN AN INVESTMENT LETTER IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE COMPANY.
2.
AUTHORIZATION OF SHARES.
THE COMPANY COVENANTS THAT ALL WARRANT SHARES
WHICH MAY BE ISSUED UPON THE EXERCISE OF THE PURCHASE RIGHTS REPRESENTED BY THIS
WARRANT WILL, UPON EXERCISE OF THE PURCHASE RIGHTS REPRESENTED BY THIS WARRANT,
BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND