exv10w5



 





Exhibit 10.5




SUBORDINATION AGREEMENT




     This Subordination Agreement (this “Agreement”) dated August 14, 2007, for reference purposes,
is made by and between Mid-Peninsula Bank — part of Greater Bay Bank N.A. (“Senior Lender”), and
American Medical Systems, Inc. (“AMS”), a Delaware corporation, and Laserscope (“Laserscope”), a
California corporation and wholly-owned subsidiary of AMS (AMS and Laserscope are hereby
collectively called “Subordinate Lender”), and Iridex Corporation, a Delaware corporation
(“Borrower”), with reference to the following facts.



Recitals




     Senior Lender has made, and in the future may make, further credit accommodations available to
Borrower pursuant to the terms and provisions of that Business Loan and Security Agreement (the
“Domestic Agreement”) dated as of January 16, 2007, and Export-Import Bank Loan and Security
Agreement (the “Exim Agreement”) dated as of January 16, 2007.



     Subordinate Lender has made, or in the future may make, credit accommodations available to
Borrower arising out of or relating to that Asset Purchase Agreement dated November 30, 2006 (the
“Asset Purchase Agreement”), and that certain Product Supply Agreement dated January 16, 2007 as
amended by a letter agreement dated June 27, 2007, as further amended by that letter agreement
dated July 31, 2007 and the letter agreement dated August 6, 2007 (the “Product Supply Agreement”),
both as amended by a Settlement Agreement dated August 14, 2007 (the “Settlement Agreement”), by
and between Subordinate Lender and Borrower (the “Subordinate Credit Agreement”).



     NOW, THEREFORE, in consideration of the above recitals and the provisions set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



     1. Definitions. For purposes of this Agreement, the following terms used herein shall have
the following meanings:



          “Collateral” means any and all property which now constitutes or hereafter will constitute
collateral or other security for payment of the Senior Debt pursuant to the Senior Loan Documents.




          “Loan Party” means Borrower and any affiliates of Borrower who now or hereafter executes and
delivers any guaranties or security documents in favor of Senior Creditor with respect to Senior
Debt or in favor of Subordinate Lender with respect to Subordinate Debt.




          “Proceeding” means any (a) insolvency, bankruptcy, receivership, custodianship, liquidation,
reorganization, readjustment, composition or other similar proceeding relating to any
Loan Party or any of their respective properties, whether under any bankruptcy, reorganization
or insolvency law or laws, federal or state, or any law, federal or state, relating to relief of
debtors, readjustment of indebtedness, reorganization, composition or extension, (b) proceeding for
any



 









 






liquidation, liquidating distribution, dissolution or other winding up of any Loan Party,
voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c)
assignment for the benefit of creditors of any Loan Party or (d) other marshaling of the assets of
any Loan Party.




          “Proceeds” have the meaning assigned to it under the UCC, shall also include “products” (as
defined in the UCC), and, in any event, shall include, but not be limited to (a) any and all
proceeds of any insurance, indemnity, warranty, letter of credit or guaranty or collateral security
payable to any grantor from time to time with respect to any of the Collateral, (b) any and all
payments (in any form whatsoever) made or due and payable to the owner of the Collateral from time
to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of
all or any part of the Collateral by any governmental body, authority, bureau or agency (or any
person acting under color of governmental authority) and (c) any and all other amounts from time to
time paid or payable under or in connection with any of the Collateral.




          “Senior Creditor” means, individually and collectively, Senior Lender and all other present or
future holders of all or part of the Senior Debt or any other indebtedness of Borrower that is
incurred for the purpose of paying in full the Senior Debt, and their respective successors and
assigns.




          “Senior Debt” means and include all indebtedness, obligations and liabilities of any Loan
Party under the Senior Loan Documents, including without limitation all principal and interest
(including interest accrued subsequent to, and interest that would have accrued but for, the filing
of any petition under any bankruptcy, insolvency or similar law) and other amounts payable
thereunder, in either case whether now or hereafter arising, direct or indirect, primary or
secondary, joint, several or joint and several, final or contingent and whether incurred as maker,
endorser, guarantor or otherwise.




          “Senior Loan Documents” means the Senior Notes, the Domestic Agreement and the Exim Agreement
and all agreements, documents and instruments executed and delivered in connection therewith.




          “Senior Notes” mean that certain (a) Promissory Note (Term Loan) executed by Borrower payable
to the order of Senior Creditor dated January 16, 2007, in the original principal amount of
$6,000,000.00, and (b) Promissory Note (Line of Credit) executed by Borrower payable to the order
of Senior Creditor dated January 16, 2007, in the original principal amount of $6,000,000.00,
including all renewals, extensions or modifications thereof;




          “Stop Payment Notice” shall have the meaning set forth in Section 3(a) hereof.




          “Subordinate Creditor” means, individually and collectively, Subordinate Lender and all other
present or future holders of all or part of the Subordinate Debt, and their respective successors
and assigns.




          “Subordinate Debt” means and include all indebtedness, obligations and liabilities of any Loan
Party under the Subordinate Loan Documents, including, without limitation, all principal and
interest (including post-petition interest accrued subsequent to the filing of any petition under



 









 






any bankruptcy, insolvency or similar law) and other amounts payable thereunder, in either case
whether now or hereafter arising, direct or indirect, primary or secondary, joint, several or joint
and several, final or contingent and whether incurred as maker, endorser, grantor or otherwise.




          “Subordinate Loan Documents” means the Asset Purchase Agreement, the Product Supply Agreement,
the Settlement Agreement, and all agreements, documents and instruments executed and delivered in
connection therewith, including a Security Agreement of even date herewith by and between
Subordinate Lender and Borrower.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
California.




     2. General. Notwithstanding any provisions of the Subordinate Loan Documents to the contrary,
the Subordinate Debt shall be subordinate and junior in right of payment to all Senior Debt, to the
extent and in the manner provided for in this Agreement, and each Subordinate Creditor, by
acceptance thereof, whether upon original issuance, transfer, assignment or exchange, agrees to be
bound by the provisions of this Agreement.



     3. Subordination in the Event of Certain Defaults.



          (a) If (i) any default in the payment on account of any principal of or interest on, or any
other amounts owing in respect of, any Senior Debt (whether at maturity or at a date fixed for
prepayment or by declaration, acceleration or otherwise) occurs or exists, or (ii) any event of
default under any provision of any of the Senior Loan Documents occurs or exists, then the rights
of Subordinate Creditor to demand, sue for, take, receive or accept from Borrower by set-off or in
any other manner, any payment, distribution or Collateral on account of the Subordinate Debt, shall
be suspended during any Payment Blockage Period. For purposes of this Agreement, “Payment Blockage
Period” shall mean a period commencing from and after the date that Subordinate Creditor receives a
notice to suspend payments under the Subordinate Debt which is accompanied by a copy of the notice
of default that the Senior Creditor sent to Borrower (a “Payment Blockage Notice”), and ending upon
the earliest to occur of the following: (1) each event of default which is the subject of such
Payment Blockage Notice shall have been waived in writing by Senior Creditor or cured to Senior
Creditor’s satisfaction (whether by amendment of the Senior Loan Documents or otherwise), (2) the
Senior Debt has been paid in full and all commitments of the Senior Creditor to Borrower under the
Senior Loan Documents shall have expired or been terminated, (3) 120 consecutive days have elapsed
since the receipt by Subordinate Creditor of the Payment Blockage Notice, or (iv) the benefits of
this Section 3(a) have been waived in writing by Senior Creditor. One or more Payment Blockage
Notices may be issued pursuant to this Section 3(a) provided that the aggregate number of days
during which payment to the Subordinated Creditor may be blocked does not exceed an aggregate of
180 days in any period of 365 consecutive days. At the end of any Payment Blockage Period,
Borrower may resume making any and all required payments pursuant to the terms of the Subordinate
Loan Documents, including any payments missed during such Payment Blockage Period or at any other
time, except to the extent that by making any such payments Borrower will
cause any event of default to occur under any provision of any of the Senior Loan Documents in
which case Borrower shall limit payments to Subordinate Creditor only to that amount which will
not cause such an event of default to occur.




 









 








          (b) Unless or until Senior Creditor exercises its rights under Section 3(a), Borrower is
authorized to pay all amounts as scheduled in the Subordinate Loan Documents except that Borrower
agrees not to make any payment to Subordinate Creditor if any such payments will cause any event of
default to occur under any provision of any of the Senior Loan Documents. Notwithstanding anything
else contained herein to the contrary, Subordinate Creditor shall be entitled to receive cash
payments against delivery of finished goods products, hand pieces and spare parts sold to Borrower
under Sections 2(a) and 2(b) of the Settlement Agreement, whether such finished goods, hand pieces
and spare parts are delivered before or after termination or expiration of the Product Supply
Agreement , including during any Payment Blockage Period, provided that such payments are made by
Borrower in full compliance with the payment terms of the Product Supply Agreement requiring
Borrower to pay cash in advance or via a confirmed letter of credit (“Advance Product Payments”).
For the avoidance of doubt, Subordinate Creditor and Borrower acknowledge and agree that in no
event will the foregoing exception for Advance Product Payments during any Payment Blockage Period
be applicable to any payments by Borrower of (i) the Adjustment Amount (as defined in the
Settlement Agreement) or any accrued interest thereon, or (ii) the Final Product Inventory Payment
(as defined in the Settlement Agreement) or any accrued interest thereon.




     4. Subordination in the Event of Insolvency, Etc. In the event and during the continuance of
any Proceeding, all Senior Debt shall first be finally and irrevocably paid in full in cash before
any payment or distribution of any character, whether in cash, securities or other property (except
for securities which are subordinate and junior in right of payment to the payment of Senior Debt
at least to the extent provided in this Agreement), shall be made, received or accepted for or on
account of any Subordinate Debt other than Advance Product Payments. In the event of any
Proceeding, any payment or distribution in any such Proceeding of any kind or character, whether in
cash, securities or other property which would otherwise (but for this Agreement) be payable or
deliverable in respect of any Subordinate Debt shall be paid or delivered by the person making such
distribution or payment, whether a trustee in bankruptcy, receiver, assignee for the benefit of
creditors, liquidating trustee or agent, or otherwise, directly to Senior Creditor, for application
in payment of the Senior Debt in accordance with the priorities then existing among such holders,
to the extent necessary to pay in full all Senior Debt then remaining unpaid, after giving effect
to any concurrent payment or distribution to the holders of Senior Creditor.



     5. Standstill. Subordinate Creditor agrees to send to Senior Creditor, at the same time it is
sent to any Loan Party, a copy of any notice of default under the Subordinate Debt sent to any Loan
Party and further agrees that for at least 10 days thereafter, and if Senior Creditor sends to
Borrower with copy to Subordinate Creditor a Payment Blockage Notice, then after receipt of a
Payment Blockage Notice, Subordinate Creditor shall not, during the Payment Blockage Period
commenced upon receipt of such Payment Blockage Notice, exercise any rights or remedies or take any
enforcement action available upon the occurrence of a default or an event of default or otherwise
under the Subordinate Loan Documents or take any action toward the collection of any Subordinate
Debt until the end of such Payment Blockage Period, provided, however, if a Proceeding occurs the
Subordinate Creditor may, during the Payment Blockage Period, file a proof of claim and otherwise
participate to the fullest extent under applicable law in any Proceeding and, unless otherwise
agreed by the Senior Creditor, all amounts and other property received by Subordinate Creditor as a
result of any such actions shall be paid over and delivered to the Senior Creditor in accordance
with the provisions of Section 8. The failure to make a payment of principal of, interest on, or
fees, costs or



 









 




expenses relative to, any of the Subordinate Debt by reason of any provision of this
Agreement shall not be construed as preventing the occurrence of a default or event of default with
respect to such Subordinate Debt, nor shall any provision of this Agreement prevent acceleration of
the Subordinate Debt in accordance with the terms of the Subordinate Loan Documents.




     6. Payments Notwithstanding. No payment or distribution of any character, whether in cash,
securities or other property (except for securities that are subordinate and junior in right of
payment to the payment of Senior Debt at least to the extent provided in this Agreement), to which
Subordinate Creditor would have been entitled except for the provisions of this Agreement and that
shall have been made to or for the account of Senior Creditor shall, as between each Loan Party and
its creditors (other than Senior Creditor), be deemed to be a payment or distribution by such Loan
Party to or for the account of Senior Creditor, and from and after the payment in full in cash of
all Senior Debt, Subordinate Creditor shall be subrogated to all rights of Senior Creditor to
receive any further payments or distribution applicable to the Senior Debt until the Subordinate
Debt shall be paid in full, and no such payment or distribution made pursuant to such rights of
subrogation to Subordinate Creditor that otherwise would be payable or distributable to or for the
account of Senior Creditor shall, as between each Loan Party and its creditors (other than
Subordinate Creditor), be deemed to be a payment or distribution by such Loan Party to Subordinate
Creditor or on account of the Subordinate Debt.



     7. No Prejudice or Impairment. The provisions of this Agreement are solely for the purposes
of defining the relative rights of Senior Creditor, on the one hand, and Subordinate Creditor, on
the other hand. Senior Creditor shall not be prejudiced in the right to enforce subordination of
the Subordinate Debt by any act or failure to act by any Loan Party or anyone in custody of the
Collateral. Nothing herein shall impair, as between each Loan Party and Subordinate Creditor, the
obligation of such Loan Party, which is unconditional and absolute, to pay to Subordinate Creditor
the principal of and interest on the Subordinate Debt as and when the same shall become due in
accordance with their terms, nor shall anything herein prevent Subordinate Creditor from exercising
all remedies otherwise permitted by applicable law upon default under the Subordinate Loan
Documents, subject, however, to the provisions of this Agreement and the rights of Senior Creditor
to the extent provided herein.



     8. Turnover of Payments. If any payment, distribution or security (except for securities of
Borrower that are subordinated and junior in right of payment to the payment of Senior Debt at
least to the extent provided in this Agreement), or the proceeds of any thereof, shall be collected
or received by Subordinate Creditor in contravention of any of the terms of this Agreement and
prior to the irrevocable payment in full of Senior Debt at the time outstanding, the holder thereof
will forthwith deliver such payment, distribution, security or proceeds to Senior Creditor and,
until so delivered, the same shall be held in trust by such holder as the property of Senior
Creditor.



     9. Priorities Regarding Collateral. Any and every lien and security interest in the
Collateral in favor of or held for the benefit of Senior Creditor, to the extent perfected and
enforceable, has and shall have priority over any lien or security interest that Subordinate
Creditor now has or may hereafter acquire in the Collateral, to the extent perfected and
enforceable by Subordinate Creditor, notwithstanding any statement or provision contained in the
Subordinate Loan Documents or otherwise to the contrary and irrespective of the time or order of
filing or recording of



 









 




financing statements, deeds of trust, mortgages or other notices of security
interests, liens or assignments granted pursuant thereto, and irrespective of anything contained in
any filing or agreement to which any party hereto or its respective successors and assigns may now
or hereafter be a party, and irrespective of the ordinary rules for determining priorities under
the UCC or under any other law governing the relative priorities of secured creditors. At any time
during which all or any part of the Senior Debt remains outstanding, and whether or not the same is
then due and payable, the Proceeds of any sale, disposition or other realization by Senior Creditor
or other party hereto (or any agent therefor) upon all or any part of the Collateral shall be
applied in the following order of priorities irrespective of the application of any rule of law or
the defect or impairment of any Senior Loan Document, Subordinate Loan Document or security
interest, lien or assignment thereunder:




	 	 	 	 	 
	 

	 	first,
	 	to the payment of all costs and expenses of Senior Creditor (including, without
limitation, the reasonable fees and expenses of legal counsel and other agents)
incurred in connection with the collection of such Proceeds or the protection of the
rights and interests of Senior Creditor therein;
	 
	 	 	 	 
	 

	 	second,
	 	to the payment in lull of all Senior Debt, to be applied first to late charges,
penalty fees and the like, if any, and next to accrued and unpaid interest, and then to
the payment of outstanding principal in such order as Senior Creditor shall determine
in its sole discretion;
	 
	 	 	 	 
	 

	 	third,
	 	to the payment of all costs and expenses of Subordinate Creditor (including, without
limitation, the reasonable fees and expenses of legal counsel and other agents)
incurred in connection with the collection of such Proceeds or the protection of the
rights and interests of Subordinate Creditor;
	 
	 	 	 	 
	 

	 	fourth,
	 	to the payment in full of all Subordinate Debt in such order as Subordinate Creditor
shall determine in its sole discretion; and
	 
	 	 	 	 
	 

	 	finally,
	 	to pay any surplus then remaining to the owner of the Collateral or its successors
or assigns or as a court of competent jurisdiction may direct.





In the event any party to this Agreement receives Proceeds of the Collateral to which it is not
entitled under this Section 9, such party shall be deemed to hold all of such Proceeds in trust for
the benefit party entitled thereto under this Section 9. Subordinate Creditor shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction in which proceedings are
pending, or a certificate of the liquidating trustee or other person making any distribution to
Subordinate Creditor, for the purpose of ascertaining the persons entitled to participate in such
distribution, the Senior Creditor and the holders of other debt of Borrower, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Agreement.




     10. Benefit of Agreement; Amendments of Certain Documents; Etc. This Agreement shall
constitute a continuing offer to all persons who, in reliance upon such provisions, become a Senior
Creditor, and such provisions are made for the benefit of each Senior Creditor and each of



 









 




them may enforce such provisions. The provisions of the Subordinate Loan Documents may not be amended or
modified in any respect which may adversely affect a Senior Creditor or violate the terms of the
Senior Loan Documents as such documents are in effect on the date hereof, including, without
limitation, no change in the scheduled payments or in the maturity date shall be made by Borrower
and allowed by Subordinate Creditor without Senior Creditor’s prior written consent, and
notwithstanding anything to the contrary contained in the Subordinate Loan Documents, no
prepayments of the Subordinated Debt in whole or in part shall be made by Borrower and allowed by
Subordinate Creditor for so long as this Agreement is in force and effect without Senior Creditor’s
prior written consent. Neither Senior Creditor nor, except as herein provided, Subordinate
Creditor shall have any obligation to preserve rights in the Collateral against any prior parties
or to marshal any of the Collateral for the benefit of any person. No failure to exercise, and no
delay in exercising on the part of any party hereto, any right, power or privilege under this
Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies provided in this
Agreement are cumulative and shall not be exclusive of any rights or remedies provided by law. Any
agreements, documents or instruments which at anytime evidence the Subordinate Debt or any part
thereof shall be marked with a legend stating that payment hereunder is subject to the terms and
provisions of this Agreement. Subordinate Creditor hereby grants to Senior Creditor the right to
file proofs of claim on account of the Subordinate Debt in any Proceeding in the event that
Subordinate Creditor fails to do so within 15 days of the bar date pertaining thereto; provided,
however, that Senior Creditor shall not be permitted to vote such claim, all voting rights with
respect thereto being hereby retained by Subordinate Creditor.




     11. Representations and Warranties. Each of the parties hereto hereby represents and warrants
that (a) it has full power, authority and legal right to make and perform this Agreement, and (b)
this Agreement is its legal, valid and binding obligation, enforceable against it in accordance
with its terms.



     12. Amendment. Neither this Agreement nor any of the terms hereof may be amended, waived,
discharged or terminated unless such amendment, waiver, discharge or termination is in writing
signed by Senior Creditor and Subordinate Creditor.


     13. Successors and Assigns. This Agreement, and the terms, covenants and conditions hereof,
shall be binding upon and inure to the benefit of the parties hereto, and their respective
successors and assigns. Subordinate Creditor and Senior Creditor further agree between themselves
and solely for their own collective benefit, that if Borrower is in the process of refinancing a
portion of the Senior Debt or Subordinate Debt with a new lender (such refinancing to be in
accordance with the provisions of the Senior Loan Documents) and if the party who wishes to be
refinanced makes a request of the other parties hereto, Subordinate Creditor or Senior Creditor, as
the case may be, may agree (but shall not be obligated to agree) to enter into a new, substitute
agreement with the new lender; provided, however, that any such new, substitute agreement shall be
in a form, and contain such terms and conditions, as may be acceptable to the party whose financial
accommodations to Borrower are not being refinanced; and provided further, however, that in no circumstances
shall the party hereto whose financial accommodations to Borrower are not being refinanced be
obligated to


 









 






enter into such an agreement if the substitute agreement deprives it of any material
right, privilege or benefit accorded to it hereunder.




     14. Governing Law. This Agreement will be governed by federal law applicable to Senior Lender
and, to the extent not preempted by federal law, the laws of the State of California without regard
to its conflicts of law provisions. This Agreement has been signed and delivered by Subordinate
Lender and Borrower and accepted by Senior Lender in the State of California.



     15. Notices. Whenever it is provided herein that any notice, demand, request, consent,
approval, declaration or other communication shall or may be given to or served upon any of the
parties by another, or whenever any of the parties desires to give or serve upon another any such
communication with respect to this Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing (including by facsimile transmission) and
shall be deemed to have been duly given and received, for purposes hereof, when delivered by hand
or three days after being deposited in the mail, postage prepaid, certified mail, return receipt
required, or in the case of facsimile notice, when sent to the number set forth below, addressed as
follows:



	 	 	 	 	 
	 

	 	If to Senior Creditor:
	 	Mid-Peninsula Bank — part of Greater Bank NA.
	 

	 	 	 	420 Cowper Street
	 

	 	 	 	Palo Alto, CA 94301
	 

	 	 	 	Attention: Sara Lewis, Senior VP
	 

	 	 	 	Facsimile: (650) 322-7421
	 
	 	 	 	 
	 

	 	with a courtesy copy to:
	 	Thoits, Love, Hershberger & McLean
	 

	 	 	 	Two Palo Alto Square, Suite 500
	 

	 	 	 	Palo Alto, CA 94306
	 

	 	 	 	Attention: Terrence P. Conner, Esq.
	 

	 	 	 	Facsimile: (650) 325-5572
	 
	 	 	 	 
	 

	 	If to Subordinate Creditor:
	 	American Medical Systems, Inc.
	 

	 	 	 	10700 Bren Road West
	 

	 	 	 	Minnetonka, MN 55343
	 

	 	 	 	Attention: _John Armbruster
	 

	 	 	 	Facsimile: (952) 930-6461
	 
	 	 	 	 
	 

	 	with a courtesy copy to:
	 	Oppenheimer Wolf & Donnelly LLP
	 

	 	 	 	45 South 7th Street, Suite 3300
	 

	 	 	 	Minneapolis, MN 55402
	 

	 	 	 	Attention: Thomas A. Letscher, Esq.
	 

	 	 	 	Facsimile: (6l2) 607-7l00
	 
	 	 	 	 
	 

	 	If to a Loan Party:
	 	Iridex Corporation
	 

	 	 	 	1212 Terra Bella Avenue
	 

	 	 	 	Mountain View, CA 94043
	 

	 	 	 	Attention: Barry G. Caldwell, President & CEO
	 

	 	 	 	Facsimile: (650) 940-4710






 









 






	 	 	 	 	 
	 

	 	with a courtesy copy to:
	 	Wilson Sonsini Goodrich & Rosati
	 

	 	 	 	650 Page Mill Road
	 

	 	 	 	Palo Alto, CA 94304
	 

	 	 	 	Attention: Andrew J. Hirsch, Esq.
	 

	 	 	 	Facsimile: (650) 493-6811





, or at such address as may be substituted by notice given as herein provided. The giving of any
notice required hereunder may be waived in writing by the party entitled to receive such notice.
Every notice, demand, request, consent, approval, declaration or other communication hereunder
shall be deemed to have been duly given or served on the date on which personally delivered, with
receipt acknowledged, or five business days after the same shall have been deposited in the United
States mail, certified, return receipt requested. Failure or delay in delivering copies of any
notice, demand, request, consent, approval, declaration or other communication to the persons
designated above to receive copies shall in no way adversely affect the effectiveness of such
notice, demand, request, consent, approval, declaration or other communication.




     16. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. The parties agree that delivery by facsimile or in a PDF file via the Internet of
executed signature pages shall be deemed execution of this Agreement. All facsimile or PDF
signatures of this Agreement shall be deemed originals for all purposes.



[Remainder of page intentionally left blank.]




 









 








     In Witness Whereof, the parties hereto have caused this Agreement to be duly executed by their
proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SUBORDINATE LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN MEDICALSYSTEMS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business
Development	 	 
	 
	 	 	 	 	 	 
	 	 	LASERCOPE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business
Development	 	 
	 
	 	 	 	 	 	 
	 	 	SENIOR LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	MW-PENINSULA BANK — A PART OF	 	 
	 	 	GREATER BAY BANK N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Pierre
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Patrick Pierre	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	IRIDEX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry G. Caldwell
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Barry G. Caldwell	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Pres & CEO	 	 






 









 






     In Witness Whereof, the parties hereto have caused this Agreement to be duly executed by their
proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SUBORDINATE LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN MEDICALSYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business Development	 	 
	 
	 	 	 	 	 	 
	 	 	LASERSCOPE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business Development	 	 
	 
	 	 	 	 	 	 
	 	 	SENIOR LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	MID-PENINSULA BANK — A PART OF	 	 
	 	 	GREATER BAY BANK NA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Pierre
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Patrick Pierre	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 
	 	 	IRIDEX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry G. Caldwell
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Barry G. Caldwell	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Pres & CEO	 	 






 









 






     In Witness Whereof, the parties hereto have caused this Agreement to be duly executed by their
proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	SUBORDINATE LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	AMERICAN MEDICALSYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business
Development	 	 
	 
	 	 	 	 	 	 
	 	 	LASERSCOPE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John F. Nealon
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	John F. Nealon	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President, Business
Development	 	 
	 
	 	 	 	 	 	 
	 	 	SENIOR LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	MID-PENINSULA BANK — A PART OF	 	 
	 	 	GREATER BAY BANK NA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick Pierre
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Patrick Pierre	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BORROWER	 	 
	 
	 	 	 	 	 	 
	 	 	IRIDEX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry G. Caldwell
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:
	 	Barry G. Caldwell	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	Pres & CEO