Exhibit 10.1
IMPLANT SCIENCES CORPORATION
SECURITIES PURCHASE AGREEMENT
September 30, 2005
IMPLANT SCIENCES CORPORATION
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of September 30, 2005, 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 D Convertible Preferred
Stock, $0.10 par value, (the "Preferred Stock"), for the aggregate purchase
price of FIVE MILLION DOLLARS ($5,000,000), 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 FIVE MILLION DOLLARS ($5,000,000), 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) THREE YEARS 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 50,000 SHARES OF COMMON STOCK AT A PURCHASE PRICE OF $10.20 PER SHARE
OF COMMON
STOCK IN CONNECTION WITH THE OFFERING (THE "WARRANT") PURSUANT TO SECTION 1
HEREOF.
THE COMPANY SHALL REIMBURSE THE PURCHASER FOR ITS REASONABLE EXPENSES,
INCLUDING LEGAL FEES FOR SERVICES RENDERED TO THE PURCHASER IN PREPARATION OF
THIS AGREEMENT AND THE RELATED AGREEMENTS, AND EXPENSES IN CONNECTION WITH THE
PURCHASER'S DUE DILIGENCE REVIEW OF THE COMPANY AND ITS SUBSIDIARIES (AS DEFINED
IN SECTION 4.2) AND RELEVANT MATTERS.
AMOUNTS REQUIRED TO BE PAID HEREUNDER
WILL BE PAID AT THE CLOSING AND SHALL NOT EXCEED $5,000.
(B)