0001193125-04-004813 Sample Contracts

WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • January 15th, 2004 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California

THIS WARRANT CERTIFIES THAT for value received, «Investor» or its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Irvine Sensors Corporation, a Delaware corporation (hereinafter called the “Company”), the above referenced number of fully paid and nonassessable shares (the “Shares”) of common stock (the “Common Stock”), of the Company, at the Warrant Price per Share referenced above. The Warrant Price and the number of shares purchasable upon exercise of this Warrant referenced above are subject to adjustment from time to time as described herein. This Warrant is issued in connection with that certain Stock Purchase Agreement dated as of December «SPA_Date», 2003, by and between the Company and purchasers thereto (the “Stock Purchase Agreement”) whereby the Holder purchased shares of the Company’s Common Stock. The exercise of this Warrant shall be subject to the provisions, limitations and restrictions contained herein.

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Irvine Sensors Corporation Shares of Common Stock and Common Stock Warrants STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 15th, 2004 • Irvine Sensors Corp/De/ • Semiconductors & related devices • California

This Stock Purchase Agreement (the “Agreement”) is made as of December 11, 2003 by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and those purchasers set forth on Schedule A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

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