Exhibit 10.7
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of September 30, 2005,
among Laurus Master Fund, Ltd. (the "Pledgee"), Implant Sciences Corporation, a
Massachusetts corporation (the "Company"), and each of the other undersigned
parties (other than the Pledgee) (the Company and each such other undersigned
party, a "Pledgor" and collectively, the "Pledgors").
BACKGROUND
The Company has entered into a Securities Purchase Agreement, dated as of
September 30, 2005 (as amended, modified, restated or supplemented from time to
time, the "Securities Purchase Agreement"), pursuant to which the Pledgee
provides or will provide certain financial accommodations to the Company.
In order to induce the Pledgee to provide or continue to provide the financial
accommodations described in the Securities Purchase Agreement, each Pledgor has
agreed to pledge and grant a security interest in the collateral described
herein to the Pledgee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1.
DEFINED TERMS.
ALL CAPITALIZED TERMS USED HEREIN WHICH ARE NOT
DEFINED SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE SECURITIES PURCHASE
AGREEMENT.
2.
PLEDGE AND GRANT OF SECURITY INTEREST.
TO SECURE THE FULL AND
PUNCTUAL PAYMENT AND PERFORMANCE OF (THE FOLLOWING CLAUSES (A) AND (B),
COLLECTIVELY, THE "OBLIGATIONS") (A) THE OBLIGATIONS UNDER THE SECURITIES
PURCHASE AGREEMENT AND THE RELATED AGREEMENTS REFERRED TO IN THE SECURITIES
PURCHASE AGREEMENT (THE SECURITIES PURCHASE AGREEMENT AND THE RELATED
AGREEMENTS, AS EACH MAY BE AMENDED, RESTATED, MODIFIED AND/OR SUPPLEMENTED FROM
TIME TO TIME, COLLECTIVELY, THE "DOCUMENTS") AND (B) ALL OTHER OBLIGATIONS AND
LIABILITIES OF EACH PLEDGOR TO THE PLEDGEE WHETHER NOW EXISTING OR HEREAFTER
ARISING, DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, ABSOLUTE OR CONTINGENT,
DUE OR NOT DUE AND WHETHER UNDER, PURSUANT TO OR EVIDENCED BY A NOTE, AGREEMENT,
GUARANTY, INSTRUMENT OR OTHERWISE (IN EACH CASE, IRRESPECTIVE OF THE
GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY OF SUCH OBLIGATIONS, OR OF
ANY INSTRUMENT EVIDENCING ANY OF THE OBLIGATIONS OR OF ANY COLLATERAL THEREFOR
OR OF THE EXISTENCE OR EXTENT OF SUCH COLLATERAL, AND IRRESPECTIVE OF THE
ALLOWABILITY, ALLOWANCE OR DISALLOWANCE OF ANY OR ALL OF SUCH IN ANY CASE
COMMENCED BY OR AGAINST ANY PLEDGOR UNDER TITLE 11, UNITED STATES CODE,
INCLUDING, WITHOUT LIMITATION, OBLIGATIONS OF EACH PLEDGOR FOR POST-PETITION
INTEREST, FEES, COSTS AND CHARGES THAT WOULD HAVE ACCRUED OR BEEN ADDED TO THE
OBLIGATIONS BUT FOR THE COMMENCEMENT OF SUCH CASE), EACH PLEDGOR HEREBY PLEDGES,
ASSIGNS, HYPOTHECATES, TRANSFERS AND GRANTS A SECURITY INTEREST TO PLEDGEE IN
ALL OF THE FOLLOWING (THE "COLLATERAL"):
(A)
THE SHARES OF STOCK SET FORTH ON SCHEDULE A ANNEXED HERETO AND
EXPRESSLY MADE A PART HEREOF (TOGETHER WITH ANY ADDITIONAL SHARES OF STOCK OR
OTHER EQUITY INTERESTS ACQUIRED BY ANY PLEDGOR, THE "PLEDGED STOCK"), THE
CERTIFICATES REPRESENTING THE PLEDGED STOCK AND ALL DIVIDENDS, CASH, INSTRUMENTS
AND OTHER PROPERTY OR PROCEEDS FROM TIME TO TIME RECEIVED, RECEIVABLE OR
OTHERWISE DISTRIBUTED IN RESPECT OF