0001415889-11-001434 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2011 • Imageware Systems Inc • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of December, 2011 by and among ImageWare Systems, Inc., a Delaware corporation (the “Company”), and the “Purchasers” named in that certain Securities Purchase Agreement 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.

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IMAGEWARE SYSTEMS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 21st, 2011 • Imageware Systems Inc • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 12, 2011, is made and entered into by and between ImageWare Systems, Inc., a Delaware corporation with

EXCHANGE AGREEMENT
Exchange Agreement • December 21st, 2011 • Imageware Systems Inc • Services-prepackaged software • California

This Exchange Agreement (this “Agreement”) is dated as of December 12, 2011, by and among ImageWare Systems, Inc., a Delaware corporation (the “Company”), Neal Goldman and Goldman Capital Management Money Purchase Plan (together, “Goldman”).

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