Consent and Waiver Agreement between Longview Fund, L.P. and Irvine Sensors Corporation (February 5, 2010)

Contract Categories: Business Finance › Waiver Agreements
Summary

Longview Fund, L.P. agrees to extend by 30 days certain deadlines in its loan and promissory note agreements with Irvine Sensors Corporation. During this extended period, a court judgment against Irvine Sensors Corporation in a specific lawsuit will not trigger a default or acceleration under the referenced loan agreements or preferred stock terms. This letter formalizes Longview's consent to the extension and its waiver of default rights related to the judgment for the specified time.

Read More Arrow
EX-10.4 2 a55147exv10w4.htm EX-10.4 exv10w4
EXHIBIT 10.4
February 5, 2010
Irvine Sensors Corporation
3001 Red Hill Avenue
Costa Mesa, CA 92626
Attn: John J. Stuart, Jr.
Fax No.: (714)  ###-###-####
Gentlemen:
Longview Fund, L.P. (“Longview”) hereby (i) consents to the extension for an additional thirty (30) days of the sixty (60) day period set forth in Section 10(j) of that certain Term Loan and Security Agreement dated as of December 29, 2006, in Section 2.5 of that certain Secured Promissory Note dated as of July 19, 2007 and in Section 2.3 of that certain Contingent Secured Promissory Note (Buyout) dated as of November 28, 2007; and (ii) acknowledges that during such extended period of time, the entry of the Judgment on the Verdict against Irvine Sensors Corporation (the “Company”) in Timothy Looney v. Irvine Sensors Corporation et al (Orange County Superior Court Case No. 30-2008-00101264-CU-BC-CVC) shall not constitute a default, event of default or other acceleration event under Sections 10(e) and (j) of that certain Term Loan and Security Agreement dated as of December 29, 2006, Sections 2.5 and 2.8 of that certain Secured Promissory Note dated as of July 19, 2007, Sections 2.3 and 2.5 of that certain Contingent Secured Promissory Note (Buyout) dated as of November 28, 2007, Section 7(a)(xii) of that certain Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series A-1 10% Cumulative Convertible Preferred Stock of the Company as filed with the Delaware Secretary of State on April 14, 2008 or Section 7(a)(xi) of that certain Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series A-2 10% Cumulative Convertible Preferred Stock of the Company as filed with the Delaware Secretary of State on March 24, 2009.
         
Sincerely,

LONGVIEW FUND, LP
 		    
By:   /s/ S. MICHAEL RUDOLPH      
  Name:   S. Michael Rudolph     
  Title:   CFO — Investment Advisor     
cc:   Dorsey & Whitney LLP
38 Technology Drive, Suite 100
Irvine, CA 92618
Attn: Ellen Bancroft, Esq.
Fax No.: (949)  ###-###-####