0000892569-08-000606 Sample Contracts

VOTING AGREEMENT
Voting Agreement • April 18th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

This Voting Agreement (“Agreement”) is entered into as of April 14, 2008 by and among Irvine Sensors Corporation, a Delaware corporation (“Irvine” or the “Company”) and the parties whose signatures are affixed hereto (“Shareholders”), for the benefit of Longview Fund L.P., and Alpha Capital Anstalt (collectively, “Subscribers”).

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SUBSCRIPTION AGREEMENT (Series A-1 — Debt Exchange)
Subscription Agreement • April 18th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of April 14, 2008, by and between Irvine Sensors Corporation, a Delaware corporation (the “Company”) and the Purchasers identified on the signature page hereto (each a “Purchaser” and collectively, the “Purchasers”).

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