IRVINE SENSORS CORPORATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This LOAN AND SECURITY AGREEMENT is entered into as of December 30, 2005, by and between Square 1 Bank (“Bank”) and IRVINE SENSORS CORPORATION (“Borrower”).
IRVINE SENSORS CORP. AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Amended and Restated Consulting Agreement (this “Agreement”) is entered into as of December 30, 2005 by and between Irvine Sensors Corporation (the “Company”), and CTC Aero, LLC, a limited liability company (“CTC”) and Chris Toffales, the manager of CTC (“Toffales”). CTC and Toffales are sometimes collectively referred to herein as the “Consultant.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Delaware
This Securities Purchase Agreement is entered into and dated as of December 30, 2005 (this “Agreement”), by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
Warrant No. [WARRANT NO.] Dated: December 30, 2005Warrant Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices
Irvine Sensors Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [NAME OF HOLDER] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [WARRANT SHARES] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $3.10 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is four years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is one of a series of similar Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of December 30, 2005, by and among the Company and the Purchasers identified therein (the “Pur
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE 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...Convertible Note • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices
THIS SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE EXTENT AND IN THE MANNER SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF DECEMBER 30, 2005 BY AND AMONG SQUARE 1 BANK, PEQUOT PRIVATE EQUITY FUND III, L.P. AND PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P., TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR DEBT (AS DEFINED THEREIN).
NON-COMPETITION AGREEMENTNon-Competition Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Non-Competition Agreement (the “Agreement”) is entered into, as of December 30, 2005, by and among Irvine Sensors Corporation, a Delaware corporation (“Parent”), Optex Systems, Inc., a Texas corporation (the “Company”), and the undersigned, Timothy Looney, an individual (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2005, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and Timothy Looney, an individual (the “Investor”).
BUYER OPTION AGREEMENTBuyer Option Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This BUYER OPTION AGREEMENT (the “Agreement”) between Irvine Sensors Corporation, a Delaware corporation (“Buyer”) and Timothy Looney, an individual (“Seller”) is made and entered into as of December 30, 2005.
STOCK PURCHASE AGREEMENT among IRVINE SENSORS CORPORATION, OPTEX SYSTEMS, INC. and TIMOTHY LOONEY made as of DECEMBER 30, 2005Stock Purchase Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Texas
This STOCK PURCHASE AGREEMENT (this “Agreement”) among Irvine Sensors Corporation, a Delaware corporation (“Buyer”), Optex Systems, Inc., a Texas corporation (the “Company”), and Timothy Looney (“Seller”) is made as of December 30, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of December 30, 2005 by and between Timothy Looney, an individual (“Executive”) and Irvine Sensors Corporation, a Delaware corporation (“ISC”) and its subsidiaries. For the purposes of this Agreement, ISC and its subsidiaries shall be collectively referred to herein as the “Company.”
