WARRANTWarrant • August 13th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • 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 • August 13th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August ___, 2013, by and among ISC8 Inc., a Delaware corporation (the “Company”), and the subscriber identified on the signature page hereto (“Subscriber”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 13th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • California
THIS INTERCREDITOR AGREEMENT (this “Agreement”), dated as of August 7, 2013, by and among ISC8 Inc., a Delaware corporation (the “Company”), The Griffin Fund, LP (“Griffin Fund”), John Krieger (“Krieger”), Diamond Millennium, Limited (“Diamond”), Paragold, LP (“Paragold”), Mr. Simon Williams (“Williams”), and Fundamental Capital Management (“FCM”). Capitalized terms used herein have the meanings assigned to them in Section 1, below.
SEVENTH OMNIBUS AMENDMENTSeventh Omnibus • August 13th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • New York
This SEVENTH OMNIBUS AMENDMENT, dated as of August 7, 2013 (this “Amendment”), is entered into by and among ISC8 INC., a Delaware corporation (the “Company”), COSTA BRAVA PARTNERSHIP III L.P., in its capacity as Holder Representative under the Promissory Notes (as such term is defined below) and under the Senior Subordinated Notes (as such term is defined below) (in such capacity, together with any successor appointed pursuant to the terms of the Notes, the “Holder Representative”), and each of the Holders of the Promissory Notes, the Senior Subordinated Notes and the New Notes (as such term is defined below) listed on the signature pages hereto.
NINTH EXTENSION OF FORBEARANCE UNDER LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 13th, 2013 • Isc8 Inc. /De • Semiconductors & related devices • California
This Ninth Extension of Forbearance under Loan and Security Agreement (this “Ninth Forbearance Extension”) is entered into as of the 1st day of July, 2013 (the “Ninth Extension 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).
