INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Delaware
THIS AGREEMENT is made as of December 27, 2010, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”) and [_____] (the “Indemnitee”), a director of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into December 23, 2010 by and between Irvine Sensors Corporation, a California corporation (the “Company”) and Balraj Joll, an individual (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS SECURITY AGREEMENT (this “Security Agreement”) is executed as of December 23, 2010, by Irvine Sensors Corporation, a Delaware corporation (“Debtor”), whose address is 3001 Red Hill Avenue, Building 4, Suite 108, Costa Mesa, California 92626, and Costa Brava Partnership III L.P., in its capacity as Holder Representative under the Notes (as such term is defined below) (in such capacity, together with any successor appointed pursuant to the terms of the Notes, “Holder Representative”).
SECURITIES PURCHASE AGREEMENT AMONG IRVINE SENSORS CORPORATION COSTA BRAVA PARTNERSHIP III L.P. AND THE GRIFFIN FUND LP DATED AS OF DECEMBER 23, 2010Securities Purchase Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2010 by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), Costa Brava Partnership III L.P., a Delaware limited partnership (“Costa Brava”) and the Griffin Fund LP, a Delaware limited partnership (“Griffin”) (each of Costa Brava and Griffin is referred to herein as a “Purchaser,” and such purchasers together with any Bridge Note Holders (as defined below) who execute a joinder agreement and participate in the Bridge Note Conversion (as defined below) are collectively referred to herein as the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is executed as of the dates set forth below, by and between FirstMark III, L.P., a Delaware limited partnership located at 120 W. 45th St., 19th Floor, NY, NY 10036 (“FM 3”); FirstMark III Offshore Partners, L.P., a Cayman Islands entity, with a mailing address of 120 W. 45th St., 19th Floor, NY, NY 10036 (“FM 3O”) (collectively “FirstMark” or “Plaintiffs”); and Irvine Sensors Corporation, a Delaware corporation located at 3001 Red Hill Avenue, Costa Mesa, California 92526 (“Irvine”) (All three parties to this Agreement may be referred to collectively as the “Parties” and each of them as a “Party”).
IRVINE SENSORS CORPORATION VOTING AGREEMENTVoting Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This Voting Agreement (the “Agreement”) dated as of December 23, 2010 is entered into by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), Costa Brava Partnership III L.P., a Delaware limited partnership (“Costa Brava”), The Griffin Fund LP, a Delaware limited liability partnership (“Griffin”) (Griffin, together with Costa Brava, the “Investors”), and the Irvine Sensors Corporation Cash or Deferred & Stock Bonus Plan (the “ESBP”). The Investors and the ESBP are sometimes referred to in this Agreement collectively as the “Stockholders.” Capitalized terms used herein but not defined herein have the meanings set forth in the Securities Purchase Agreement, among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of , 2010, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (“Subscriber”).
STOCKHOLDERS AGREEMENT among IRVINE SENSORS CORPORATION COSTA BRAVA PARTNERSHIP III L.P. and THE GRIFFIN FUND LP Dated as of December 23, 2010Stockholders Agreement • December 29th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
Capitalized terms used herein but not defined herein have the meanings set forth in the Securities Purchase Agreement, among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”).
