0001140361-09-004537 Sample Contracts

IMAGEWARE SYSTEMS, INC. SECURITY AGREEMENT
Security Agreement • February 18th, 2009 • Imageware Systems Inc • Services-prepackaged software • Delaware

This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Security Agreement”), dated as of February 12, 2009, is executed by ImageWare Systems, Inc., a Delaware corporation (“Company”), in favor of BET Funding LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 18th, 2009 • Imageware Systems Inc • Services-prepackaged software • Delaware

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 12, 2009, by and between ImageWare Systems, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and BET Funding LLC, a Delaware limited liability company (the "Lender").

COMMON STOCK PURCHASE WARRANT IMAGEWARE SYSTEMS, INC.
Securities Agreement • February 18th, 2009 • Imageware Systems Inc • Services-prepackaged software

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BET Funding LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Issue Date”) and on or prior to the close of business on the 5 year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImageWare Systems, Inc., a Delaware corporation (the “Company”), up to 4,500,000 shares (the “Warrant Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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