SECURITY AGREEMENTSecurity Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This SECURITY AGREEMENT, dated as of December 30, 2005 (the “Agreement”) is by and among Irvine Sensors Corporation., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”), the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and Pequot Private Equity Fund III, L.P., as agent for the Purchasers (in such capacity, together with its successors in such capacity, the “Agent”).
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This SUBSIDIARY SECURITY AGREEMENT, dated as of December 30, 2005 (the “Agreement”) is by and among OPTEX SYSTEMS, INC., a corporation duly organized and validly existing under the laws of the State of Texas (the “Company”), the Purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”) and Pequot Private Equity Fund III, L.P., as agent for the Purchasers (in such capacity, together with its successors in such capacity, the “Agent”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices
This Intellectual Property Security Agreement is entered into as of December 30, 2005 by and between SQUARE 1 BANK (“Bank”) and IRVINE SENSORS CORPORATION, a Delaware corporation (“Grantor”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
WHEREAS, pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of December 30, 2005, by and among Irvine Sensors Corporation, a Delaware corporation (the “Borrower”) and the Purchasers, the Borrower is issuing, and the Purchasers are purchasing, the Notes and Warrants (as those terms are defined in the Purchase Agreement);
UNCONDITIONAL GUARANTYUnconditional Guaranty • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
For and in consideration of the loan by SQUARE 1 BANK (“Bank”) to IRVINE SENSORS CORPORATION (“Borrower”), which loan is made pursuant to a Loan and Security Agreement between Borrower and Bank dated as of December 30, 2005, as amended from time to time (the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank under the Agreement or any Loan Document (as defined in the Agreement) and performance by Borrower of the Agreement and any Loan Document between Borrower and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Subordination Agreement (this “Agreement”) is made as of December 30, 2005 by and between the undersigned (collectively, “Creditor”), and Square 1 Bank (“Bank”).
THIRD PARTY SECURITY AGREEMENTSecurity Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Third Party Security Agreement (this “Agreement”) is made and entered into as of December 30, 2005 by and between the undersigned (“Grantor”), and SQUARE 1 BANK (the “Bank”).
December 30, 2005 Pequot Private Equity Fund III, L.P. c/o Pequot Capital Management, Inc.Securities Purchase Agreement • February 21st, 2006 • Irvine Sensors Corp/De/ • Semiconductors & related devices
