0000950123-10-091410 Sample Contracts

AGREEMENT AMENDING JULY 2007 SECURED PROMISSORY NOTE AND CANCELLING CONTINGENT SECURED PROMISSORY NOTE
Secured Promissory Note Amendment • October 5th, 2010 • Irvine Sensors Corp/De/ • Semiconductors & related devices

This Agreement is entered into effective as of September 29, 2010 (the “Amendment and Cancellation”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation (hereinafter called “Company”), and LONGVIEW FUND L.P. (“Holder”). The Company and Holder are entering into this Amendment and Cancellation to (i) amend certain provisions of that certain Secured Promissory Note issued July 19, 2007 (the “Secured Note”) by the Company pursuant to a Loan Agreement dated as of July 19, 2007 (the “Loan Agreement”) and (ii) cancel that certain Contingent Secured Promissory Note (Buyout) issued November 28, 2007 (the “Contingent Note”) by the Company.

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