REGISTRATION RIGHTS PURCHASE AGREEMENT, CONSENT AND WAIVER
Exhibit 10.74
REGISTRATION RIGHTS PURCHASE AGREEMENT,
CONSENT AND WAIVER
CONSENT AND WAIVER
This Registration Rights Purchase Agreement, Consent and Waiver (the “Agreement”) is made and
entered into this 28th day of November, 2007 (the “Effective Date”) by and among, Irvine Sensors
Corporation (the “Company”), Alpha Capital Anstalt (“Alpha”), Longview Fund, L.P. (“Longview”),
Jolie X. Xxxx (“Xxxx”) and Xxxxxxx X. Xxxxxxx (“Xxxxxxx”). Longview, Alpha, Xxxx and Xxxxxxx are
sometimes collectively referred to herein as the “Investors.”
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performance by the Company of this Agreement, and (iii) caused the Agreement to be duly
executed and delivered on behalf of the Company.
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this Agreement, (ii) taken all necessary actions to authorize the execution, delivery and
performance by the Investor of this Agreement, and (iii) caused the Agreement to be duly executed
and delivered on behalf of such Investor.
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IRVINE SENSORS CORPORATION “Company” |
LONGVIEW FUND, L.P. | |||||||||
By:
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/S/ XXXX X. XXXXXX | By: | /S/ S. XXXXXXX XXXXXXX | |||||||
Name: Xxxx X. Xxxxxx | Name: S. Xxxxxxx Xxxxxxx | |||||||||
Title: President and CEO | Title: CFO — Investment Adviser | |||||||||
ALPHA CAPITAL ANSTALT | ||||||||||
By: | /S/ XXXXXX XXXXXXXX | |||||||||
Name: Xxxxxx Xxxxxxxx Title: Director |
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/S/ JOLIE X. Xxxx | ||||||||||
Jolie X. Xxxx | ||||||||||
/S/ XXXXXXX X. XXXXXXX | ||||||||||
Xxxxxxx X. Xxxxxxx |
[Signature Page to
Registration Rights Purchase Agreement, Consent and Waiver]
Registration Rights Purchase Agreement, Consent and Waiver]
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EXHIBIT A
For purposes of this Agreement to which this Exhibit A is attached, the “Subscription
Documents” include the following agreements, all dated as of December 29, 2006, except as otherwise
stated below:
1. | Subscription Agreement among the Company, Longview and Alpha (the “Subscription Agreement”); | ||
2. | Class A Common Stock Purchase Warrants issued to Alpha and Longview (the “Class A Warrants”); | ||
3. | The Irvine Sensors Corporation Series 1 Senior Subordinated Secured Convertible Notes (the “Series 1 Notes”) dated as of December 30, 2005 issued by the Company in favor of Pequot as assigned to Longview and Alpha; | ||
4. | The Irvine Sensors Corporation Series 2 Senior Subordinated Secured Convertible Note (the “Series 2 Note”) dated as of December 30, 2005 by the Company in favor of Pequot as assigned to Longview\, | ||
5. | The September 2007 Note Amendments effective as of September 2007; | ||
6. | The Securities Purchase Agreement dated December 30, 2005 originally between the Company and Pequot, as amended by that certain Amendment to Securities Purchase Agreement dated March 31, 2006, and as assigned to Longview and Alpha (collectively, the “Securities Purchase Agreement”); | ||
7. | The Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes dated December 30, 2005, and related Addendum thereto; | ||
8. | Registration Rights Agreement among the Company, Longview and Alpha; and | ||
9. | The Term Loan and Security Agreement among the Company, Longview and Alpha (“Loan Agreement”) and related Term Notes issued by the Company to Longview and Alpha (the “Term Notes”), together with the documents evidencing the Subordinated Debt as defined in the Loan Agreement. |
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EXHIBIT B
For purposes of this Agreement to which this Exhibit B is attached, the “Existing
Security Agreements” include the following agreements, all dated as of December 29, 2006, except as
otherwise stated below with respect to certain security agreements and a guaranty originally
executed and delivered by Irvine Sensors and Optex to and/or in favor of Pequot, which are all
dated as of December 30, 2005:
1. | Irvine Sensors Intellectual Property Security Agreement, executed and delivered by Irvine Sensors in favor of Longview and Alpha; | ||
2. | Optex Intellectual Property Security Agreement, executed and delivered by Optex in favor of Longview and Alpha; | ||
3. | Optex Guaranty, executed and delivered by Optex in favor of Longview and Alpha; | ||
4. | Optex Third Party Security Agreement, executed and delivered by Optex in favor of Longview and Alpha; | ||
5. | Term Loan and Security Agreement by and between Irvine Sensors, on the one hand, and Longview and Alpha, on the other; | ||
6. | Security Agreement dated December 30, 2005, by and among Irvine Sensors and various Pequot entities; | ||
7. | Subsidiary Security Agreements, all dated December 30, 2005, by and among various subsidiaries of Irvine Sensors (including Optex) and various Pequot entities; | ||
8. | Subsidiary Guaranty, dated December 30, 2005, by and among various subsidiaries of Irvine Sensors and various Pequot entities (items 6 — 8, all as assigned to Longview and Alpha pursuant to that certain Assignment Agreement by and among the various Pequot entities, Longview and Alpha, dated December 29, 2006). | ||
9. | Omnibus Security Interest Acknowledgement executed and delivered by Irvine and Optex in favor of Longview and Alpha, dated July 19, 2007; | ||
10. | Unconditional Guaranty executed and delivered by Borrower in favor of Lender, dated July 19, 2007; and | ||
11. | Collateral Agent Agreement, dated on or about July 19, 2007, by and among S. Xxxxxxx Xxxxxxx, as collateral agent, Lender and Alpha Capital Anstalt, and acknowledged by Borrower. | ||
12. | Subordination Agreement among Xxxxxxx Xxxxxx, Longview and Alpha. | ||
13. | Subordinated Security Agreement dated January 17, 2007 between Optex and TWL Group, L.P. |
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EXHIBIT C
Restructuring Notes and Contingent Notes
(attached hereto)
(attached hereto)
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Exhibit D
September 2007 Note Amendments
(attached hereto)
(attached hereto)
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