0001017062-03-001111 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • May 6th, 2003 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California

THIS WARRANT CERTIFIES THAT for value received, Securities Trust Company TTEE Irvine Sensors Corporation Cash or Deferred & Stock Bonus Plan Ret. Plan FBO: John Carson 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 the Company’s common stock (the “Common Stock”), at the exercise price per Share of $2.00, subject to adjustment as provided for herein (the “Warrant Price”). This Warrant is issued in connection with that certain Subscription Agreement dated as of «ISSUANCE_DATE», by and between the Company and Holder (the “Subscription Agreement”) pursuant to which the Holder purchased units consisting of two (2) shares of Common Stock and a warrant to purchase one (1) share of Common Stock. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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SUBSCRIPTION AGREEMENT Irvine Sensors Corporation Units to Purchase Common Stock and Warrants
Subscription Agreement • May 6th, 2003 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California

THIS SUBSCRIPTION AGREEMENT (the “Agreement”) by and between Irvine Sensors Corporation, a Delaware corporation (the “Company”) and the undersigned purchaser (the “Purchaser”), is made as of the date of acceptance by the Company of the terms hereof.

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