SEC Connect





 











Exhibit 10.1



 



ImageWare Systems, Inc.



 



Subscription Form



 



Series G Convertible Preferred Stock



Liquidation Preference $1,000 per Share



 


	

Investor’s
Name:

	

_____________________________________________________


	
 

	
 


	

Investor’s
Address

	

_____________________________________________________


	
 

	

_____________________________________________________


	
 

	
 


	

Investor’s
Social Security or Federal Tax Identification Number:

	

 


_____________________________________________________


	
 

	
 


	

Brokerage
Firm (for delivering shares):

	

_____________________________________________________


	
 

	
 


	

Account
Number at Brokerage Firm:

	

 _____________________________________________________


	
 

	
 


	

DTC
Participant Number:

	

 _____________________________________________________


	
 

	
 


	

Number
of Shares Subscribed for:

	

 


______________________________________________________


	
 

	
 


	

Amount
Owed for Shares:

	

____________________________________
($1,000 per share)








 


	

Wire
Information:

	
 

	
 


	
 

	
 

	

Date of
Wire: ___________________


	
 

	
 

	
 


	
 

	
 

	

Fed
Reference No.: ______________







 



Investor agrees and acknowledges that the shares of Series G
Convertible Preferred Stock subscribed for (the
“Shares”) shall be issued as of the date of
acceptance of this Subscription Form by ImageWare Systems, Inc.,
and delivered to Investor within five (5) business days
thereafter.



 



Representations, Warranties, Agreements:



 



By executing and returning this form, the undersigned represents,
warrants and agrees that:



 



(i) he/she/it is the investor, or has full power and authority to
act on behalf of and bind the investor in subscribing as set forth
herein and making these representations, warranties and
agreements;


 



(ii) he/she/it understands that the Shares are
“restricted securities” and have not been registered
under the Securities Act of 1933, as amended
(“Securities
Act”)
or any applicable state securities law, and he/she/it is acquiring the Shares as
principal for their own account and not with a view to or for
distributing or reselling, has no present intention of distributing
the Shares in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or
understandings with any other persons to distribute or regarding
the distribution the Shares in violation of the Securities Act or
any applicable state securities law (this representation and
warranty not limiting the undersigned’s right to sell the
Shares in compliance with applicable federal and state securities
laws);


 



(iii) At the he/she/it was offered the Shares, they were, and as of
the date hereof it are an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the Securities Act;


 



(iv) he/she/it, either alone or together with its representatives,
has such knowledge, sophistication and experience in business and
financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Shares and has so
evaluated the merits and risks of such investment, and is able to
bear the economic risk of an investment in the Shares and, at the
present time, is able to afford a complete loss of such
investment;


 



(v) he/she/it, and to the extent it
has them, any of its shareholders, members, managers, general or
limited partners, directors, affiliates or executive officers
(collectively, the “Covered
Persons”), are not
subject to any of the Disqualification Events described in Rule
506(d)(1)(i) to (viii) under the Securities Act, except for a
Disqualification Event covered by Rule 506(d)(2) or (d)(3).
He/she/it has exercised reasonable care to determine whether any
Covered Person is subject to a Disqualification Event. The purchase
of the Shares will not subject the ImageWare Systems to any
Disqualification Event;


 


 



 







 






 



(vi) he/she/it is not, to their knowledge, purchasing the Shares as
a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper,
magazine or similar media or broadcast over television or radio or
presented at any seminar or any other general solicitation or
general advertisement; and


 



(vii) the information provided herein and these representations,
warranties and agreements are accurate and complete, and shall
remain so until the undersigned notifies ImageWare
otherwise.



 


	

Contact
information, if we have any questions:

	

 


__________________________________

	

 


(Phone)


	
 

	
 

	
 


	
 

	

 _________________________________

	

(Email)








 


	

 Signature:

	

______________________________


	
 

	

By:___________________________


	
 

	

Date:__________________________








 



 



Subscription Instructions:



 


	
 

	


1.

	


Wire the funds to:








 


	
 

	


Bank name

	

Comerica
Bank - California


	
 

	


Bank address

	

955
“J” Street, San Diego, CA 92101







 


	
 

	


ABA routing #

	


121137522


	
 

	


Swift #

	


MNBDUS33







 


	
 

	


Account name

	

ImageWare
Systems, Inc.







 


	
 

	


Account #

	


1891503805







 






	
 

	


2.

	


Execute the subscription form (being sure to include the date of
the wire and the wire Fed. Ref. No.) and email the form
to rcharest@disclosurelawgroup.com.








 



  



For questions please email: jsudweeks@disclosurelawgroup.com.