0001193125-04-107244 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 23rd, 2004 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2004, among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2004 • Irvine Sensors Corp/De/ • Semiconductors & related devices • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2004, by and among Irvine Sensors Corporation, a Delaware corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).

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