CONFIDENTIAL TREATMENT REQUESTED
THIS SECURITY AGREEMENT (this “Security Agreement” ) is executed as of April 14, 2010, by Irvine
Sensors Corporation, a Delaware corporation ( “Debtor” ), whose address is 3001 Red Hill Avenue, Building
4, Suite 108, Costa Mesa, California 92626, and Timothy Looney (“ Secured Party ”), whose address is set
forth on Exhibit C.
A. Debtor has executed that certain Secured Promissory Note of even date herewith (the “ Note ”), in the
principal amount of $2,500,000, payable to the order of Secured Party.
B. This Security Agreement is integral to the transactions contemplated by the Note, and the execution and
delivery hereof are conditions precedent to Secured Party’s willingness to accept the Note and extend credit
under the Note.
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Debtor and Secured Party hereby agree as follows:
1. REFERENCE TO LOAN DOCUMENTS. This Security Agreement is one of the “Loan
Documents” referred to in the Note.
2. CERTAIN DEFINITIONS. Unless otherwise defined herein, or the context hereof otherwise requires,
each term defined in either of the Note or in the UCC is used in this Security Agreement with the same meaning;
provided that , if the definition given to such term in the Note conflicts with the definition given to such term in
the UCC, the Note definition shall control to the extent legally allowable; and if any definition given to such term
in Chapter 9 of the UCC conflicts with the definition given to such term in any other chapter of the UCC, the
Chapter 9 definition shall prevail. As used herein, the following terms have the meanings indicated:
Collateral has the meaning set forth in Section 4 hereof.
Collateral Obligor means any person or entity obligated with respect to any of the Collateral, whether as
an account debtor, obligor on an instrument, issuer of securitie