REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2020 • Imageware Systems Inc • Services-prepackaged software • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of September, 2020 by and among ImageWare Systems, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase Agreement, dated as of September 28, 2020, by and among the Company and the Purchasers (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
IMAGEWARE SYSTEMS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2020 • Imageware Systems Inc • Services-prepackaged software • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 28, 2020 (the “Effective Date”), is made by and among ImageWare Systems, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the signature pages hereto (each, a “Signature Page” and collectively the “Signature Pages”).
EXCHANGE AGREEMENTExchange Agreement • September 30th, 2020 • Imageware Systems Inc • Services-prepackaged software • New York
This Exchange Agreement (together with all schedules hereto, this “Agreement”) is dated as of September [___], 2020, by and among ImageWare Systems, Inc., a Delaware corporation (the “Company”), and each undersigned holder of the Company’s Series C Convertible Preferred Stock (“Series C Preferred”) (“Holder”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 30th, 2020 • Imageware Systems Inc • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of September 28, 2020, by and between funds and separate accounts under the management of Nantahala Capital Management, LLC (collectively, “Nantahala”), as lenders, and the other lenders set forth on the signature pages (each a “Signature Page”) hereto (together with Nantahala, the “Lenders”) and ImageWare Systems, Inc. (“Borrower”).
ESCROW AGREEMENTEscrow Agreement • September 30th, 2020 • Imageware Systems Inc • Services-prepackaged software • New York
THIS ESCROW AGREEMENT (together with any amendments or supplements hereto, this “Agreement”) is made and entered into as of September 23, 2020, by and among ImageWare Systems, Inc., a Delaware Corporation, (the “Company”), and Citibank, N.A., as escrow agent (the “Escrow Agent”, and together with the Company, each a “Party” and, collectively, the “Parties”). Capitalized terms used herein which are not defined herein shall have the meanings set forth for such terms in the Purchase Agreement (as defined below); provided, however, that the Escrow Agent shall not be deemed to have any knowledge of or duty to ascertain the meaning of any capitalized term not otherwise defined in this Agreement.
