IRVINE SENSORS CORPORATION WARRANT TO PURCHASE COMMON STOCK

Exhibit 10.6 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR ITS OWN ACCOUNT FOR INVESTMENT WITH NO INTENTION OF MAKING OR CAUSING TO BE MADE A PUBLIC DISTRIBUTION OF ALL OR ANY PORTION THEREOF. SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IRVINE SENSORS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

IRVINE SENSORS CORPORATION
WARRANT TO PURCHASE COMMON STOCK Void after                                          , 20       IRVINE SENSORS CORPORATION , a Delaware corporation (the " Company "), hereby certifies that, for value received, J.P. Turner Partners, LP (including any permitted successors and assigns, " Holder "), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time during the Exercise Period, defined below, and prior to 5:00 PM Central time, on                                          , 20       (the " Expiration Date "), fully paid and nonassessable shares of Common Stock (the " Warrant Shares ") under the terms set forth herein. 1.  Number of Warrant Shares; Exercise Price . This Warrant shall evidence the right of the Holder to purchase up to                      Warrant Shares at an exercise price per Warrant Share of $       per share, subject to adjustment as provided in Section 6 below (the " Exercise Price "). 2.  Definitions . As used herein the following terms, unless the context otherwise requires, have the following respective meanings: (a) The term " Common Stock " shall mean the common stock, $0.01 par value per share, of the Company. (b) The term " Company " shall include any company which shall succeed to or assume the obligations of the Company hereunder. (c) The term " Corporate Transaction " shall mean (i) a sale, transfer or conveyance of all or substantially all of the assets of the Company; (ii) a consolidation of the Company with, or merger of the Company with or into, another corporation or other business entity in which the stockholders of the Company immediately prior to such consolidation or merger own less than 50% of the voting power of the surviving entity immediately after such consolidation or merger; or (iii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company and excluding any transaction for the primary purpose of raising capital or acquiring another corporation or business entity.

(d) The term " Stock " shall mean (i) Common Stock or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. 3.  Exercise Date; Expiration . Subject to the terms hereof, this Warrant may be exercised by the Holder at any time or from time to time before the Expiration Date (the " Exercise Period "). 4.  Exercise of Warrant; Partial Exercise . This Warrant may be exercised in full by the Holder by surrender of this Warrant, together with the Holder’s duly executed form of subscription attached hereto as Exhibit A , to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the aggregate exercise price (as determined above) of the number of Warrant Shares to be purchased hereunder. The exercise of this Warrant pursuant to this Section 4 shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant is surrendered to the Company as provided in this Section 4, and at such time the person in whose name any certificate for Warrant Shares shall be issuable upon such exercise shall be deemed to be the record holder of such Warrant Shares for all purposes. No later than seven (7) business days after the exercise of this Warrant, the Company at its expense will cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates for the number of fully paid and nonassessable full shares of Warrant Shares to which the Holder shall be entitled on such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the fair market value (as defined in Section 5(c) below) of one full Warrant Share as of the close of business on the business day on which this Warrant is surrendered, and, if applicable, a new warrant evidencing the balance of the shares remaining subject to the Warrant. 5. Net Issuance . (a)  Cashless Exercise . In the event that the Company has not registered the Warrant Shares issued or issuable upon the exercise of this Warrant for resale under the Securities Act of 1933, as amended, on or prior to the anniversary (the " Net Issuance Date ") of the issuance date of this Warrant (it being understood that the Company is under no obligation to effect such registration), the Holder shall have the right to convert this Warrant (the " Conversion Right ") into Warrant Shares as provided in this Section 5 from time to time after the Net Issuance Date until the Expiration Date. Upon exercise of the Conversion Right with respect to shares subject to the Warrant (the " Converted Warrant Shares "), the Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares computed using the following formula:

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X = Y (A — B)
             A

A = the fair market value of one Warrant Share on the Conversion Date (as defined below); and B = the Exercise Price (as adjusted on the Conversion Date). No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued (determined in accordance with the foregoing formula) is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant. (b)  Method of Exercise . The Conversion Right may be exercised by the Holder by the surrender of the Warrant at the principal office of the Company together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the total number of shares under the Warrant that the Holder is exercising through the Conversion Right. Such conversion shall be effective upon receipt by the Company of the Warrant together with the aforesaid written statement, or on such later date as is specified therein (the " Conversion Date "). Certificates for the shares issuable upon exercise of the Conversion Right shall be delivered to the Holder within seven (7) business days following the Conversion Date and, if applicable, a new warrant evidencing the balance of the shares remaining subject to the Warrant shall also be delivered to the Holder. (c)  Determination of Fair Market Value . For purposes of this Section 5, fair market value of a Warrant Share on the Conversion Date shall be determined as follows: (i) If the Common Stock is traded on a national securities exchange or the Nasdaq Capital Market, the fair market value of a Warrant Share shall be deemed to be the closing selling price of the Common Stock on the stock exchange or market determined by the Board to be the primary market for the Common Stock as of the trading day immediately prior to the Conversion Date, as such prices are officially quoted in the composite tape of transactions on such exchange or market; (ii) If the Common Stock is traded over-the-counter or in the "pink sheets", the fair market value of a Warrant Share shall be deemed to be the closing bid price (or, if such information is available, the closing selling price, or, in the case of the "pink sheets," the most recent bid price) of the Common Stock as of the trading day immediately prior to the Conversion Date; and (iii) If there is no public market for the Common Stock, then the fair market value of a Warrant Share shall be determined by the Board of Directors of the Company in good faith and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable, but in any event not later than 15 days after such request, notify the Holder of the Fair Market Value per share of Common Stock.

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6.  Adjustments to Exercise Price and Number of Warrant Shares . The number and kind of Warrant Shares (or any shares of stock or other securities which may be) issuable upon the exercise of this Warrant and the Exercise Price hereunder shall be subject to adjustment from time to time upon the happening of certain events, as follows: (a)  Splits and Subdivisions . In the event the Company should at any time or from time to time fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock into a greater number of shares, then, as of such record date (or the date of such split or subdivision if no record date is fixed), the Exercise Price shall be appropriately decreased and the number of Warrant Shares for which this Warrant is exercisable shall be appropriately increased in accordance with Section 6(h) hereof. (b)  Combination of Shares . If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, the Exercise Price shall be appropriately increased and the number of Warrant Shares for which this Warrant is exercisable shall be appropriately decreased in accordance with Section 6(h) hereof. (c)  Dividends in Common Stock or Common Stock Equivalents . In the event the Company should at any time or from time to time fix a record date for the determination of the holders of Common Stock entitled to receive a dividend or other distribution