WARRANTWarrant • November 5th, 2013 • Isc8 Inc. /De • Services-computer integrated systems design • California
THIS WARRANT ("WARRANT") AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 5th, 2013 • Isc8 Inc. /De • Services-computer integrated systems design • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October ___, 2013, by and among ISC8 Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (“Subscriber”).
MODIFICATION AND CONDITIONAL WAIVER UNDER LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 5th, 2013 • Isc8 Inc. /De • Services-computer integrated systems design • California
This Modification and Conditional Waiver under Loan and Security Agreement (this “Modification”) is entered into on November 1, 2013 (the “Modification Effective Date”), by and between ISC8, Inc. (formerly Irvine Sensors Corporation), a Delaware corporation with its principal place of business at 3001 Red Hill Ave., Bldg. 4/108, Costa Mesa, Orange County, CA 92926 (“Borrower”) and Partners for Growth III, L.P. (“PFG”). Except as otherwise specified herein, capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
SERIES D VOTING AGREEMENTSeries D Voting Agreement • November 5th, 2013 • Isc8 Inc. /De • Services-computer integrated systems design • New York
THIS SERIES D VOTING AGREEMENT (this “Agreement”), dated as of October 31, 2013, by and among ISC8 Inc., 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”), Diamond Millennium, Limited, a British Virgin Islands international business company (“Diamond”); and each other holder of the capital stock of the Company who from time to time become party hereto by executing a counterpart signature page hereof in the form of Exhibit A hereto or such other form as may be designated by the Board of Directors (collectively, the “Stockholders”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 5th, 2013 • Isc8 Inc. /De • Services-computer integrated systems design • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of October 31, 2013, by and among ISC8 Inc., 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”), Diamond Millennium Ltd, a British Virgin Islands international business company (“Diamond”); and such other Persons who from time to time become party hereto by executing a counterpart signature page hereof in the form of Exhibit A hereto or such other form as may be designated by the Board of Directors (together with Griffin, Costa Brava and Diamond, the “Investors” or the “Stockholders”).
