0001104659-08-021642 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 2008 • Imageware Systems Inc • Services-prepackaged software • Delaware

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of March 28, 2008 (the “Amendment”), is made by and among IMAGEWARE SYSTEMS, INC., a Delaware corporation (the “Company”), Sol Logic, Inc., a California corporation (the “Holder”), and WINK JONES, in his capacity as the representative of Holder (the “Seller Representative”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Amended Purchase Agreement (as defined below).

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AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
Asset Purchase Agreement • April 1st, 2008 • Imageware Systems Inc • Services-prepackaged software • Delaware

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION, dated as of March 28, 2008 (the “Amendment”), is made by and between IMAGEWARE SYSTEMS, INC., a Delaware corporation (“Purchaser”) and WINK JONES (the “Seller Representative”), in his capacity as the representative of the shareholders of Sol Logic, Inc., a California corporation (the “Seller”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Asset Purchase Agreement (as defined below).

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