JOINT FILING AGREEMENTJoint Filing Agreement • July 3rd, 2003 • Pearl Frank H • Services-prepackaged software
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D to which this agreement is attached as Exhibit 3, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of each of the undersigned.
FORM OF ASSIGNMENTPearl Frank H • July 3rd, 2003 • Services-prepackaged software
This assignment shall be binding on and inure to the benefit of the parties thereto, their heirs, executors, administrators, successors in interest and assigns.
FORM OF PURCHASE AND SALE AGREEMENTForm of Purchase and Sale Agreement • July 3rd, 2003 • Pearl Frank H • Services-prepackaged software
This Purchase and Sale Agreement (“Agreement”) is made by and among Perseus 2000, L.L.C. (“Seller”), and L.F. Global Holdings, LLC and Laurus Master Fund, Ltd. (each, a “Buyer,” and together, “Buyers”) as of June 13, 2003 (“Agreement Date”) and contemplates the assignment to Buyer of all of Seller’s right title and interest in and to the Notes and Credit Documents in exchange for the Purchase Price (as such terms are hereinafter defined), relating to the loans made to ImageWare Systems, Inc. (“Borrower”).
