0000950123-09-015823 Sample Contracts

Financing Agreement
Financing Agreement • June 22nd, 2009 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Utah

This Financing Agreement is made and entered into by and between Summit Financial Resources, L.P., 2455 East Parley’s Way, Suite 200, Salt Lake City, Utah 84109, Attention: Senior Portfolio Manager, and Irvine Sensors Corporation, a Delaware corporation, 3001 Red Hill Avenue, Building 4, Suite 108, Costa Mesa, California 92626, Attention: John Stuart.

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Intercreditor Agreement
Intercreditor Agreement • June 22nd, 2009 • Irvine Sensors Corp/De/ • Semiconductors & related devices • Utah

This Intercreditor Agreement is made and entered into between Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), Alpha Capital Anstalt, a company organized and existing under the laws of Liechtenstein (“Alpha”), Longview Fund L.P., a California limited partnership (“Longview”), and Michael S. Rudolph, an individual and as collateral agent for Alpha and Longview (“Collateral Agent”) (Alpha, Longview, and Collateral Agent are collectively referred to as “Lender”), and is acknowledged and consented to by Irvine Sensors Corporation, a Delaware corporation (“Client”).

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