COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • July 25th, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
COLLATERAL AGENT AGREEMENT (this "Agreement") dated as of July 19, 2007, among S. Michael Rudolph (the "Collateral Agent"), and Longview Fund, L.P. and Alpha Capital Anstalt (each, individually, a "Lender" and collectively, the "Lenders"), which have loaned funds and will loan further funds pursuant to (i) that certain Term Loan and Security Agreement (“Term Loan Agreement”; all terms used and not defined herein are used as defined in the Term Loan Agreement), by and among Irvine Sensors Corporation (“Irvine Sensors” or “Debtor” or “Borrower”), a corporation incorporated pursuant to the laws of the State of Delaware, and the Lenders, dated December 29, 2006, (ii) those certain Series 1 Senior Subordinated Secured Convertible Notes dated December 30, 2005 and Series 2 Senior Subordinated Secured Convertible Notes dated December 30, 2005 (collectively, the “Notes”), originally issued by Irvine Sensors pursuant to that certain Securities Purchase Agreement dated as of December 30, 2005 by
July 19, 2007 Irvine Sensors CorporationIrvine Sensors Corp/De/ • July 25th, 2007 • Semiconductors & related devices
LOAN AGREEMENTLoan Agreement • July 25th, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS LOAN AGREEMENT (this “Agreement”), dated as of July 19, 2007, by and among Irvine Sensors Corporation, a Delaware corporation (the “Borrower”), and Longview Fund, L.P., a California limited partnership (“Lender”).
UNCONDITIONAL GUARANTYUnconditional Guaranty • July 25th, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
For and in consideration of the loan made by LONGVIEW FUND, LP (“Lender”) to IRVINE SENSORS CORPORATION (“Borrower”), which loan is made pursuant to a Secured Promissory Note issued by Borrower in favor of Lender dated as of July 19, 2007, 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 the Loan Agreement (as defined in the Agreement) and performance by Borrower of the Agreement and Loan Agreement between Borrower and Lender, as amended from time to time, as well any other amounts or obligations by Borrower to Lender for any reason whatsoever, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising (all such amounts due or to be due and obligations to be p
