Isc8 Inc. Watch

from 8-K 34 pages Asset Purchase Agreement, by and Among ?Newco?, an Entity to Be Formed by One or More of the Following Equity Holders and/or Creditors of the Company: Griffin Fund (?Fund?); Griffin Fund LP (?Fund LP?); Griffin Fund II LP (?Fund II?); Griffin Partners, Ll

from 8-K 8 pages Modification and Conditional Waiver Under Loan and Security Agreement

from 8-K 18 pages Intercreditor Agreement

from 8-K 7 pages Ninth Extension of Forbearance Under Loan and Security Agreement

from 10-K 5 pages Extension of Forbearance Under Loan and Security Agreement

from 8-K 9 pages Forbearance, Limited Waiver and Consent Under Loan and Security Agreement

from 8-K 17 pages Irvine Sensors Corporation (The “Company”) Does Hereby Certify and Agree That, for the Sum of $ Paid to Holder on the Date Hereof, Which the Parties Agree Is Fair Consideration for This Warrant, Holder, or Its Permitted Successors and Assigns, Hereby Is Entitled to Exercise or Exchange This Warrant (Each as Defined Below) in the Company for Up to ( ) Duly Authorized, Validly Issued, Fully Paid and Non-Assessable Shares of Its Common Stock, $0.01 Par Value Per Share, Upon the Terms and Subject to the Provisions of This Warrant, Including the Possible Reduction of Shares Issuable Upon Exercise or Exchange of This Warrant Pursuant to Section 1.7 Hereof. the Shares of Common Stock of the Company (The “Common Stock”) Issuable Upon Exercise or Exchange of This Warrant Are Referred to Herein as the “Warrant Stock”, and This Warrant and the Warrant Stock Are Collectively Referred to Herein as the “Securities”. Capitalized Terms Used but Not Defined in This Warrant Have Their Meanings as Set Forth in That Certain Loan and Security Agreement of Even Date Herewith Between the Company and Holder (The “Loan Agreement”). Section 1 Term, Price, Exercise and Exchange of Warrant. 1.1 Term of Warrant. This Warrant Shall Be Exercisable or Exchangeable From the Issue Date Until the Expiration Date

from DEFA14A 17 pages Irvine Sensors Corporation (The “Company”) Does Hereby Certify and Agree That, for the Sum of $ Paid to Holder on the Date Hereof, Which the Parties Agree Is Fair Consideration for This Warrant, Holder, or Its Permitted Successors and Assigns, Hereby Is Entitled to Exercise or Exchange This Warrant (Each as Defined Below) in the Company for Up to ( ) Duly Authorized, Validly Issued, Fully Paid and Non-Assessable Shares of Its Common Stock, $0.01 Par Value Per Share, Upon the Terms and Subject to the Provisions of This Warrant, Including the Possible Reduction of Shares Issuable Upon Exercise or Exchange of This Warrant Pursuant to Section 1.7 Hereof. the Shares of Common Stock of the Company (The “Common Stock”) Issuable Upon Exercise or Exchange of This Warrant Are Referred to Herein as the “Warrant Stock”, and This Warrant and the Warrant Stock Are Collectively Referred to Herein as the “Securities”. Capitalized Terms Used but Not Defined in This Warrant Have Their Meanings as Set Forth in That Certain Loan and Security Agreement of Even Date Herewith Between the Company and Holder (The “Loan Agreement”). Section 1 Term, Price, Exercise and Exchange of Warrant. 1.1 Term of Warrant. This Warrant Shall Be Exercisable or Exchangeable From the Issue Date Until the Expiration Date

from DEFA14A 30 pages Loan and Security Agreement

from 8-K 30 pages Loan and Security Agreement

from 10-K 1 page Summary of Accredited Investor Stock Purchase Agreement

from 8-K 2 pages Reference Is Made to (I) That Certain Subscription Agreement (The “Subscription Agreement”) Dated as of December 29, 2006 by and Between Irvine Sensors Corporation, a Delaware Corporation (The “Company”), and Longview Fund, L.P. (“Longview”) and Alpha Capital Anstalt (“Alpha”); (II) That Certain Term Loan and Security Agreement Dated as of December 29, 2006 by and Between the Company and Longview and Alpha (The “Term Loan Agreement”); (III) That Certain Secured Promissory Note Dated as of July 19, 2007 Issued by the Company to Longview (The “Secured Promissory Note”); (IV) That Certain Loan Agreement Dated as of July 19, 2007 by and Between the Company and Longview (The “Loan Agreement”); (V) Those Certain Class a Warrants Dated as of December 29, 2006 Issued by the Company to Longview and Alpha (Collectively, the “Class a Warrants”); (VI) That Certain Class B Warrant Dated as of August 15, 2007 Issued by the Company to Longview (The “Class B Warrant”); (VII) That Certain Subscription Agreement (Series A-1 — Debt Exchange) Dated as of April 14, 2008 by and Between the Company and Longview (The “A-1 Debt Exchange Agreement”); (VIII) That Certain Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series A-1 10% Cumulative Convertible Preferred Stock of the Company as Filed With the Delaware Secretary of State on April 14, 2008 (The “A-1 Certificate”); (IX) That Certain Subscription Agreement (Series A-2 — Debt Exchange) Dated as of March 18, 2009 by and Between the Company and Longview (The “A-2 Debt Exchange Agreement”); (X) That Certain Certificate of Designations of Rights, Preferences, Privileges and Limitations of Series A-2 10% Cumulative Convertible Preferred Stock of the Company as Filed With the Delaware Secretary of State on March 24, 2009 (The “A-2 Certificate”); and (XI) and That Certain Contingent Secured Promissory Notes (Buyout) Dated as of November 28, 2007 (The “Contingent Note”)

from 8-K 7 pages Intercreditor Agreement

from 8-K 7 pages Intercreditor Agreement

from 8-K 1 page Alpha Capital and Longview Term Loan Interest Waiver Letter

from 8-K 16 pages Loan Agreement

from 10-Q 2 pages Reference Is Made to That Certain Term Loan and Security Agreement (The “Agreement”) Dated as of December 29, 2006 by and Between Irvine Sensors Corporation, a Delaware Corporation (The "Borrower”) and Longview Fund, L.P. and Alpha Capital Anstalt (Collectively, the “Lender”), and Those Certain Term Notes Issued Thereunder (Collectively, the “Term Notes”). Capitalized Terms Used but Not Defined Herein Shall Have the Respective Meanings Given to Such Terms in the Agreement

from 10-K 8 pages Secured Subordinated Revolving Promissory Note

from 8-K 8 pages Secured Subordinated Revolving Promissory Note

from 8-K 49 pages Term Loan and Security Agreement Dated as of December 29, 2006 by and Between Irvine Sensors Corporation and Longview Fund, L.P. Et Al. Longview Fund, L.P. Term Loan and Security Agreement