0001415889-11-000529 Sample Contracts

COMMON STOCK PURCHASE WARRANT IMAGEWARE SYSTEMS, INC.
Imageware Systems Inc • June 14th, 2011 • Services-prepackaged software • Delaware

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Neal Goldman, (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 day following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the 2 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ImageWare Systems, Inc., a Delaware corporation (the “Company”), up to 300,000 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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IMAGEWARE SYSTEMS, INC. First Amendment to SECURITY AGREEMENT
To Security Agreement • June 14th, 2011 • Imageware Systems Inc • Services-prepackaged software

This Amendment to the Security Agreement (this "Amendment") is made as of June 9, 2011, by and between Imageware Systems, Inc., a Delaware corporation ("Borrower"), and Neal Goldman, (together with his successors and assigns including but not limited to Goldman Capital Management Money Purchase Plan Dated 12/23/87, “Lender”).

IMAGEWARE SYSTEMS, INC. SECURITY AGREEMENT
Security Agreement • June 14th, 2011 • 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 December 8, 2010, is executed by ImageWare Systems, Inc., a Delaware corporation (“Company”), in favor of Neal Goldman, (together with his successors and assigns including but not limited to Goldman Capital Management Money Purchase Plan Dated 12/23/87, “Lender”).

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