REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 29, 2006, among Irvine Sensors Corporation, a corporation incorporated pursuant to the laws of the State of Delaware (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR BLUE SKY LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IRVINE SENSORS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
UNCONDITIONAL GUARANTYUnconditional Guaranty • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
For and in consideration of the loan LONGVIEW FUND, LP and ALPHA CAPITAL ANSTALT (collectively, “Lender”) to IRVINE SENSORS CORPORATION (“Borrower”), which loan is made pursuant to a Loan and Security Agreement between Borrower and Lender dated as of December 29, 2006, as amended from time to time (the “Agreement”), and acknowledging that Lender 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 Lender 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 Lender, 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.
December 28, 2006 Pequot Private Equity Fund III, L.P. c/o Pequot Capital Management, Inc.Securities Purchase Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices
ADDENDUM TO ASSIGNMENT OF SERIES 1 AND SERIES 2 SENIOR SUBORDINATED SECURED CONVERTIBLE NOTES DATED DECEMBER 30, 2005Addendum to Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This Addendum to Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes dated December 30, 2005 (this “Addendum”) is entered into as of December 29, 2006, by and between PEQUOT PRIVATE EQUITY FUND III, L.P. and PEQUOT OFFSHORE PRIVATE EQUITY PARTNERS III, L.P. (collectively, “Pequot”); IRVINE SENSORS CORPORATION, a Delaware corporation (“Borrower”); and LONGVIEW FUND, LP and ALPHA CAPITAL ANSTALT (collectively, the “Buyer”), and is an integral part and supplements the terms and conditions of that certain Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes issued by Borrower to Pequot on December 30, 2005 (the “Notes”).
AMENDMENT TO BUYER OPTION AGREEMENTBuyer Option Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This AMENDMENT TO BUYER OPTION AGREEMENT (the “Amendment”) between Irvine Sensors Corporation, a Delaware corporation (“Buyer”) and Timothy Looney, an individual (“Seller”) is made and entered into as of December 29, 2006.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) among Irvine Sensors Corporation, a Delaware corporation (“Buyer”), Optex Systems, Inc., a Texas corporation (the “Company”), and Timothy Looney (“Seller”) is made and entered into as of December 29, 2006.
THIRD PARTY SECURITY AGREEMENTSecurity Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This Third Party Security Agreement (this “Agreement”) is made and entered into as of December 29, 2006 by and between the undersigned (“Grantor”), and the lenders listed on the signature page hereto (collectively, the “Lender”).
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
This Amendment to Escrow Agreement dated this 29th day of December, 2006 (this “Amendment”), is entered into by and among Irvine Sensors Corporation, a Delaware corporation (“ISC”), Optex Systems, Inc., a Texas corporation (“Optex”) and Timothy Looney, an individual (“Looney”) (collectively, the “Parties”), and Wells Fargo Bank, National Association (the “Escrow Agent”). Terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement (defined below) and the Escrow Agreement dated December 30, 2005 among the Parties and the Escrow Agent (the “Escrow Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 29, 2006, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices
This Intellectual Property Security Agreement is entered into as of December 29, 2006 by and between LONGVIEW FUND, LP AND ALPHA CAPITAL ANSTALT (collectively, “Lender”) and IRVINE SENSORS CORPORATION, a Delaware corporation (“Grantor”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this “Agreement”) is made and entered into this 29th day of December, 2006 by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”) and Pequot Private Equity Fund III, L.P. and Pequot Offshore Private Equity Partners III, L.P. (collectively “Pequot”) and inures to the benefit of each of the Company’s and Pequot’s current, former and future parents, subsidiaries, related entities, and insurance carriers as well as their fiduciaries, predecessors, successors, officers, directors, partners, agents, affiliates, advisors, employees, stockholders and assigns (collectively referred to herein as “Releasees”). Each of the Company and Pequot are sometimes referred to herein as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Securities Purchase Agreement dated as of December 30, 2005 (the “Securities Purchase Agreement”) between
TERM LOAN AND SECURITY AGREEMENT dated as of December 29, 2006 by and between IRVINE SENSORS CORPORATION and LONGVIEW FUND, L.P. et al.Term Loan and Security Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This Term Loan and Security Agreement (the “Agreement”) dated as of December 29, 2006 is entered into by and between Longview Fund, L.P. and Alpha Capital Anstalt (collectively, “Lender”) and Irvine Sensors Corporation, a Delaware corporation (“Borrower”).
ContractWarrant Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS OR BLUE SKY LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IRVINE SENSORS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 3rd, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices
This Intellectual Property Security Agreement is entered into as of December 29, 2006 by and between LONGVIEW FUND, LP and ALPHA CAPITAL ANSTALT (collectively, “Lender”) and OPTEX SYSTEMS, INC., a Texas corporation (“Grantor”).
