UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND IT MAY NOT BE SOLD, TRANSFERRED OF OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SAID ACT AND SUCH LAWS AND THE...
EXHIBIT
10.45
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND IT
MAY NOT BE SOLD, TRANSFERRED OF OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SAID ACT AND SUCH LAWS AND THE
RESPECTIVE RULES AND REGULATIONS THEREUNDER.
IMAGEWARE
SYSTEMS, INC.
7.0%
Convertible Note due February 14, 2009
$[_______]
November
14, 2008
FOR VALUE
RECEIVED, the undersigned ImageWare Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware (herein called the “Company”),
hereby promises to pay to [___________], or order, the principal sum of
[define amount] ($_______) (with interest on the unpaid balance thereof at the
rate of 7.0% per annum from the date hereof), within three months commencing on
November 14, 2008. Until the principal hereof shall have become
due and payable, interest will accrue and be added to the
principal.
Payment
of both principal and interest are to be made at the address shown on the
Company’s books or at such other place as the holder hereof shall designate to
the Company in writing, in lawful money of the United States of
America.
In the
event that interest or principal on this Note is not paid when due, then the
principal and accrued interest of the Note may be declared immediately due and
payable by the holder hereof. The Company agrees to pay, and save the holder
hereof harmless against any liability for, any expenses arising in connection
with the enforcement by the holder hereof of any of its rights under this
Note.
This Note
shall be convertible into securities of the Company as follows:
The
principal amount of this Note plus accrued but unpaid interest thereon shall be
convertible, at the option of the holder thereof, at any time after date hereof,
into Common Stock. The number of shares into which the Note is
convertible shall be calculated by dividing the total outstanding principal and
accrued but unpaid interest by $0.55 (Conversion Price).
The
conversion of this Note into Common Stock shall be effected by the surrender of
this Note, duly endorsed in blank, at the office of the Corporation, with
written notice to the Corporation of the election to convert the same and shall
state therein the name or names in which the securities included in the shares
are to be issued. The Corporation shall, as soon as practicable thereafter,
issue and deliver to such holder certificates of Common Stock into which the
Note was converted.
The
Conversion Price of the Stock shall be subject to adjustment to reflect any
stock splits.
This Note
shall be construed and enforced in accordance with the laws of the State of
California.
IMAGEWARE SYSTEMS,
INC.
By:________________________________
Xxxxx
Xxxxxxxxx, SVP and CFO
