SEPTEMBER 2007 AMENDMENT OF DECEMBER 2006 TERM NOTES ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P. AND ALPHA CAPITAL ANSTALT
Exhibit 10.77
SEPTEMBER 2007 AMENDMENT OF DECEMBER 2006 TERM
NOTES ISSUED BY IRVINE SENSORS CORPORATION
AND HELD BY LONGVIEW FUND L.P. AND ALPHA CAPITAL ANSTALT
NOTES ISSUED BY IRVINE SENSORS CORPORATION
AND HELD BY LONGVIEW FUND L.P. AND ALPHA CAPITAL ANSTALT
This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment
of December 2006 Term Notes”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation
(hereinafter called “Company”), and LONGVIEW FUND L.P. and ALPHA CAPITAL ANSTALT (each a “Holder”).
The Company and Holder are entering into this September 2007 Amendment of December 2006 Term Notes
to amend certain provisions of certain Term Notes (each a “Term Note”) issued by the Company as of
December 29, 2006 pursuant to a Subscription Agreement dated as of December 29, 2006 (the
“Subscription Agreement”) and a Term Loan and Security Agreement dated as of December 29, 2006
(“Term Loan Agreement”).
NOW THEREFORE, in consideration of the mutual covenants and other agreements contained in this
Amendment and other good and valuable consideration, receipt of which is acknowledged, the Company
and the Holder hereby agree as follows:
1. The Principal Amount and interest due on the Term Notes shall be due and payable on
December 31, 2009, subject to acceleration as described in the Term Notes, Subscription Agreement,
Term Loan Agreement and other agreements made in connection therewith. Interest shall compound
monthly.
2. Except as expressly amended hereby, the Term Notes, Subscription Agreement, Term Loan
Agreement and other agreements made in connection therewith and all terms thereof shall remain in
full force and effect.
3. This September 2007 Amendment of December 2006 Term Notes may be executed in two or more
counterparts, all of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to any other
party, it being understood that all parties need not sign the same counterpart. In the event that
any signature is delivered by facsimile or electronic transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is executed)
same with the same force and effect as if such signature were an original thereof.
IN WITNESS WHEREOF, Company and Holder hereby execute this September 2007 Amendment of
December 2006 Term Notes as of the date first written above.
IRVINE SENSOR CORPORATION “Company” |
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By: | /S/ XXXX X. XXXXXX | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | President & CEO | |||
LONGVIEW FUND, L.P. “Holder” |
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By: | /S/ S. XXXXXXX XXXXXXX | |||
Name: | S. Xxxxxxx Xxxxxxx | |||
Title: | President & CEO | |||
ALPHA CAPITAL ANSTALT “Holder” |
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By: | /S/ XXXXXX XXXXXXXX | |||
Name: | Xxxxxx Xxxxxxxx | |||
Title: | Director | |||