FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 16th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of , 2008, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (“Subscriber”).
SECURITY AGREEMENTSecurity Agreement • December 16th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
This SECURITY AGREEMENT, dated as of November 5, 2008 (the “Agreement”) is by and between IRVINE SENSORS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and S. MICHAEL RUDOLPH, as collateral agent for the Bridge Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • December 16th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
WHEREAS, Lenders have loaned funds pursuant to (i) that certain Term Loan and Security Agreement (“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 and among Irvine Sensors and the purchasers named therein, and subsequently assigned by the original holders of the Notes to the Lenders pursuant to that certain Assignment of Series 1 and Series 2 Senior Subordinated Secured Convertible Notes, dated December 29, 2006, (iii) a Secured Promissory Note (“July 2007 Secured Promissory Note”) iss
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 16th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of November 5, 2008, among Longview Fund, L.P. and Alpha Capital Anstalt (collectively the “Junior Lenders”) and each of the holders of the Bridge Notes (the “Senior Lenders”) identified on the signature pages hereof, and Irvine Sensors Corporation, a Delaware corporation (the “Borrower”).
