0000950134-08-009599 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • May 15th, 2008 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California

THIS WARRANT CERTIFIES THAT for value received, Maxim Partners LLC or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Irvine Sensors Corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of Company, at the Warrant Price per Share referenced above; the number of shares purchasable upon exercise of this Warrant referenced above being subject to proportional adjustment from time to time as described herein. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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