0000950134-07-024726 Sample Contracts

SEPTEMBER 2007 AMENDMENT OF DECEMBER 2006 TERM NOTES ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P. AND ALPHA CAPITAL ANSTALT
Irvine Sensors Corp/De/ • November 30th, 2007 • Semiconductors & related devices

This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment of December 2006 Term Notes”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation (hereinafter called “Company”), and LONGVIEW FUND L.P. and ALPHA CAPITAL ANSTALT (each a “Holder”). The Company and Holder are entering into this September 2007 Amendment of December 2006 Term Notes to amend certain provisions of certain Term Notes (each a “Term Note”) issued by the Company as of December 29, 2006 pursuant to a Subscription Agreement dated as of December 29, 2006 (the “Subscription Agreement”) and a Term Loan and Security Agreement dated as of December 29, 2006 (“Term Loan Agreement”).

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SEPTEMBER 2007 AMENDMENT OF SERIES 1 NOTES ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P. AND ALPHA CAPITAL ANSTALT
Irvine Sensors Corp/De/ • November 30th, 2007 • Semiconductors & related devices

This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment of Series 1 Notes”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation (hereinafter called “Company”), and LONGVIEW FUND L.P. and ALPHA CAPITAL ANSTALT (each a “Holder”). The Company and Holders are entering into this September 2007 Amendment of Series 1 Notes to amend certain provisions of certain Series 1 Senior Subordinated Secured Convertible Notes dated December 30, 2005 (as amended, each a “Series 1 Note”), issued by the Company pursuant to a Securities Purchase Agreement dated as of December 30, 2005 (as amended, the “Purchase Agreement”).

REGISTRATION RIGHTS PURCHASE AGREEMENT, CONSENT AND WAIVER
Registration Rights Purchase Agreement • November 30th, 2007 • Irvine Sensors Corp/De/ • Semiconductors & related devices

This Registration Rights Purchase Agreement, Consent and Waiver (the “Agreement”) is made and entered into this 28th day of November, 2007 (the “Effective Date”) by and among, Irvine Sensors Corporation (the “Company”), Alpha Capital Anstalt (“Alpha”), Longview Fund, L.P. (“Longview”), Jolie G. Kahn (“Kahn”) and Barbara R. Mittman (“Mittman”). Longview, Alpha, Kahn and Mittman are sometimes collectively referred to herein as the “Investors.”

SEPTEMBER 2007 AMENDMENT OF SERIES 2 NOTES ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P.
Irvine Sensors Corp/De/ • November 30th, 2007 • Semiconductors & related devices

This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment of Series 2 Notes”) by and among IRVINE SENSORS CORPORATION, a Delaware corporation (hereinafter called “Company”), and LONGVIEW FUND L.P. (the “Holder”). The Company and Holder are entering into this September 2007 Amendment of Series 2 Notes to amend certain provisions of certain Series 2 Senior Subordinated Secured Convertible Notes dated December 30, 2005 (as amended, each a “Series 2 Note”), issued by the Company pursuant to a Securities Purchase Agreement dated as of December 30, 2005 (as amended, the “Purchase Agreement”).

SEPTEMBER 2007 AMENDMENT OF JULY 2007 SECURED PROMISSORY NOTE ISSUED BY IRVINE SENSORS CORPORATION AND HELD BY LONGVIEW FUND L.P.
Irvine Sensors Corp/De/ • November 30th, 2007 • Semiconductors & related devices

This Agreement entered into effective as of September 30, 2007 (the “September 2007 Amendment of July 2007 Secured Promissory Note”) 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 September 2007 Amendment of July 2007 Secured Promissory Note to amend certain provisions of certain Secured Promissory Note issued July 19, 2007 (each a “Secured Promissory Note”), issued by the Company pursuant to a Loan Agreement dated as of July 19, 2007 (the “Loan Agreement”).

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