Exhibit 10.4
EXHIBIT D
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.
ADDITIONAL INVESTMENT RIGHT
To Purchase
Shares of Common Stock of
Implant Sciences Corporation
THIS ADDITIONAL INVESTMENT RIGHT (the "Additional Investment Right") 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 the Purchase Agreement (the "Initial Exercise Date")
and on or prior to the later of (a) the 6 month anniversary of the Effective
Date and (b) the 6 month anniversary of the Initial Exercise Date, but in no
event after the 5 year anniversary of the date of the Purchase Agreement (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Implant Sciences Corporation, a Massachusetts corporation (the "Company"), up to
shares (the "Additional Investment Right 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 Additional Investment Right shall be $8.50, subject to adjustment
hereunder.
The Exercise Price and the number of Additional Investment Right
Shares for which the Additional Investment Right 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 ADDITIONAL INVESTMENT RIGHT.
PRIOR TO THE TERMINATION DATE AND
SUBJECT TO COMPLIANCE WITH APPLICABLE LAWS AND SECTION 7 OF THIS ADDITIONAL
INVESTMENT RIGHT, THIS ADDITIONAL INVESTMENT RIGHT 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
ADDITIONAL INVESTMENT RIGHT 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