OTHER PURCHASER UNDER ANY TRANSACTION DOCUMENT.
THE
DECISION OF EACH PURCHASER TO PURCHASE SECURITIES PURSUANT TO THIS AGREEMENT HAS
BEEN MADE BY SUCH PURCHASER INDEPENDENTLY OF ANY OTHER PURCHASER AND
INDEPENDENTLY OF ANY INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE
BUSINESS, AFFAIRS, OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF
OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR OF
THE SUBSIDIARY WHICH MAY HAVE BEEN MADE OR GIVEN BY ANY OTHER PURCHASER OR BY
ANY AGENT OR EMPLOYEE OF ANY OTHER PURCHASER, AND NO PURCHASER OR ANY OF ITS
AGENTS OR EMPLOYEES SHALL HAVE ANY LIABILITY TO ANY OTHER PURCHASER (OR ANY
OTHER PERSON) RELATING TO OR ARISING FROM ANY SUCH INFORMATION, MATERIALS,
STATEMENTS OR OPINIONS.
NOTHING CONTAINED HEREIN OR IN ANY TRANSACTION
DOCUMENT, AND NO ACTION TAKEN BY ANY PURCHASER PURSUANT THERETO, SHALL BE DEEMED
TO CONSTITUTE THE PURCHASERS AS A PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE
OR ANY OTHER KIND OF ENTITY, OR CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN
ANY WAY ACTING IN CONCERT OR AS A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENT. THE COMPANY HEREBY
CONFIRMS THAT IT UNDERSTANDS AND AGREES THAT THE PURCHASERS ARE NOT ACTING AS A
"GROUP" AS THAT TERM IS USED IN SECTION 13(D) OF THE EXCHANGE ACT. EACH
PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS ACTED AS AGENT FOR SUCH
PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT HEREUNDER AND THAT NO OTHER
PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER IN CONNECTION WITH
MONITORING ITS INVESTMENT HEREUNDER.
EACH PURCHASER SHALL BE ENTITLED TO
INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT LIMITATION THE
RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF THE OTHER TRANSACTION DOCUMENTS,
AND IT SHALL NOT BE NECESSARY FOR ANY OTHER PURCHASER TO BE JOINED AS AN
ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH
33
PURPOSE. EACH PURCHASER REPRESENTS THAT IT HAS BEEN REPRESENTED BY ITS OWN
SEPARATE LEGAL COUNSEL IN ITS REVIEW AND NEGOTIATIONS OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS AND EACH PARTY REPRESENTS AND CONFIRMS THAT PROSKAUER ROSE
LLP REPRESENTS ONLY IROQUOIS MASTER FUND LTD IN CONNECTION WITH THIS AGREEMENT
AND THE OTHER TRANSACTION DOCUMENTS.
[SIGNATURE PAGES TO FOLLOW]
34
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above.
IMAGEWARE SYSTEMS, INC.
By:
Name:
Title:
Address for Notice:
10883 Thornmint Rd.
San Diego, CA 92127
Facsimile No.: (858) 673-0291
Telephone No.: (858) 673-8600
Attn: [
]
With a copy to:
Greenberg Traurig, LLP
Tower Center
650 Town Center Drive
Suite 1700
Costa Mesa, CA 92626
Facsimile No.: (714) 708-6501
Telephone No.: (714) 708-6510
Attn: Raymond A. Lee, Esq.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
35
IROQUOIS MASTER FUND LTD
By:
Name:
Title:
Number of Units:
[
]
Warrant Shares:
[
]
Address for Notice:
Iroquois Master Fund Ltd
641 Lexington Ave, 26th Floor
New York, NY 10022