0001193125-03-066279 Sample Contracts

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • October 23rd, 2003 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  October 23rd, 2003
• Company
  Irvine Sensors Corp/De/
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2003, among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • October 23rd, 2003 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

• Contract Type
  Registration Rights Agreement
• Filed
  October 23rd, 2003
• Company
  Irvine Sensors Corp/De/
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 23, 2003, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of IRVINE SENSORS CORPORATION

Common Stock Purchase • October 23rd, 2003 • Irvine Sensors Corp/De/ • Semiconductors & related devices

• Contract Type
  Common Stock Purchase
• Filed
  October 23rd, 2003
• Company
  Irvine Sensors Corp/De/
• Industry
  Semiconductors & related devices

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September , 2003 (the “Initial Exercise Date”) and on or prior to 6:00 p.m. Pacific Time on the fifth annual anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Irvine Sensors Corporation, a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one Warrant Share (the “Exercise Price”) under this Warrant shall be $ , subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in