DIFFERENT ADDRESS OR
TELEFAX NUMBER IN THE MANNER PROVIDED HEREIN, WITH A COPY TO ELLENOFF GROSSMAN
AND SCHOLE LLP, 370 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 ATTENTION: BARRY
I. GROSSMAN, ESQ. FACSIMILE NUMBER (212) 370-7889 AND (B) LAURUS, AT THE ADDRESS
SET FORTH FOR LAURUS ON THE LAST PAGE OF THIS AGREEMENT UNLESS LAURUS SHALL GIVE
THE COMPANY NOTICE IN WRITING OF A DIFFERENT ADDRESS.
13.
NO AMENDMENT, MODIFICATION, TERMINATION, OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS THE SAME
SHALL BE IN WRITING AND SIGNED BY LAURUS, AND THEN SUCH WAIVER OR CONSENT SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR
WHICH GIVEN.
14.
NO COURSE OF DEALING BETWEEN LAURUS AND THE
COMPANY, NOR ANY FAILURE OR DELAY ON LAURUS' PART IN EXERCISING ANY RIGHT,
POWER, OR REMEDY UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF; NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER, OR REMEDY
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, POWER, OR REMEDY UNDER THIS AGREEMENT.
THE RIGHTS AND REMEDIES PROVIDED
IN THIS AGREEMENT AND THE PREFERRED STOCK ARE CUMULATIVE, AND ARE NOT EXCLUSIVE
OF ANY OTHER RIGHTS, POWERS, PRIVILEGES, OR REMEDIES, NOW OR HEREAFTER EXISTING,
AT LAW OR IN EQUITY OR OTHERWISE.
THE COMPANY HEREBY WAIVES IN FAVOR OF LAURUS
ALL SURETYSHIP DEFENSES AND WAIVES NOTICE OF (A) ACCEPTANCE HEREOF AND OF ALL
NOTICES AND DEMANDS OF ANY KIND TO WHICH THE COMPANY MAY BE ENTITLED AND (B)
PRESENTMENT TO OR DEMAND OF PAYMENT FROM ANYONE WHOMSOEVER LIABLE UPON THE
ACCOUNTS OR THE OBLIGATIONS, PROTEST, NOTICES OF PRESENTMENT, NON-PAYMENT OR
PROTEST AND NOTICE OF ANY SALE OF THE COLLATERAL OR ANY DEFAULT OF ANY SORT.
THE COMPANY FURTHER WAIVES ALL OF THE COMPANY'S RIGHTS OF SUBROGATION,
REIMBURSEMENT, INDEMNITY, EXONERATION, CONTRIBUTION OR ANY OTHER CLAIM WHICH ANY
OF THE COMPANY OR LAURUS MAY NOW OR HEREAFTER HAVE AGAINST ANY PARTY LIABLE FOR
THE OBLIGATIONS.
15.
ANY PROVISION OF THIS AGREEMENT WHICH IS
PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION,
BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
IN NO
EVENT SHALL ANY PAYMENTS HEREUNDER (IF DEEMED INTEREST UNDER APPLICABLE LAW OR
REGULATION) EXCEED THE MAXIMUM RATE PERMITTED UNDER APPLICABLE LAW OR
REGULATION.
IF ANY PROVISION OF THIS AGREEMENT IS IN CONTRAVENTION OF ANY SUCH
LAW OR REGULATION, THEN SUCH PROVISION SHALL BE DEEMED AMENDED TO PROVIDE FOR
INTEREST AT SAID MAXIMUM RATE AND ANY EXCESS AMOUNT SHALL BE APPLIED TO THE
OBLIGATIONS IN SUCH ORDER AS LAURUS SHALL ELECT.
4
IN WITNESS WHEREOF the parties hereto have executed and delivered this Security
Agreement as of the date first written above.
IMPLANT SCIENCES CORPORATION
By:
/s/ Anthony J. Armini
Name:
Anthony J. Armini
Title:
President
Address:
107 Audubon Road, #5
Wakefield, Massachusetts 01880
LAURUS MASTER FUND,