THEIR RESPECTIVE COUNSEL.
ACCORDINGLY, THIS SECURITY AGREEMENT AND THE OTHER FINANCING DOCUMENTS SHALL BE
DEEMED TO BE THE PRODUCT OF ALL PARTIES HERETO, AND NO AMBIGUITY SHALL BE
CONSTRUED IN FAVOR OF OR AGAINST COMPANY, PURCHASERS OR COLLATERAL AGENT.
(K)
ENTIRE AGREEMENT. THIS SECURITY AGREEMENT TAKEN TOGETHER WITH THE
OTHER FINANCING DOCUMENTS CONSTITUTE AND CONTAIN THE ENTIRE AGREEMENT OF
COMPANY, PURCHASERS AND COLLATERAL AGENT AND SUPERSEDE ANY AND ALL PRIOR
AGREEMENTS, NEGOTIATIONS, CORRESPONDENCE, UNDERSTANDINGS AND COMMUNICATIONS
AMONG THE PARTIES, WHETHER WRITTEN OR ORAL, RESPECTING THE SUBJECT MATTER
HEREOF.
(L)
OTHER INTERPRETIVE PROVISIONS.
REFERENCES IN THIS SECURITY
AGREEMENT AND EACH OF THE OTHER FINANCING DOCUMENTS TO ANY DOCUMENT, INSTRUMENT
OR AGREEMENT (A) INCLUDES ALL EXHIBITS, SCHEDULES AND OTHER ATTACHMENTS THERETO,
(B) INCLUDES ALL DOCUMENTS, INSTRUMENTS OR AGREEMENTS ISSUED OR EXECUTED IN
REPLACEMENT THEREOF, AND (C) MEANS SUCH DOCUMENT, INSTRUMENT OR AGREEMENT, OR
REPLACEMENT OR PREDECESSOR THERETO, AS AMENDED, MODIFIED AND SUPPLEMENTED FROM
TIME TO TIME AND IN EFFECT AT ANY GIVEN TIME. THE WORDS "HEREOF," "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS SECURITY AGREEMENT OR
ANY OTHER FINANCING DOCUMENT REFER TO THIS SECURITY AGREEMENT OR SUCH OTHER
FINANCING DOCUMENT, AS THE CASE MAY BE, AS A WHOLE AND NOT TO ANY PARTICULAR
PROVISION OF THIS SECURITY AGREEMENT OR SUCH OTHER FINANCING DOCUMENT, AS THE
CASE MAY BE. THE WORDS "INCLUDE" AND "INCLUDING" AND WORDS OF SIMILAR IMPORT
WHEN USED IN THIS SECURITY AGREEMENT OR ANY OTHER FINANCING DOCUMENT SHALL NOT
BE CONSTRUED TO BE LIMITING OR EXCLUSIVE.
(M)
GOVERNING LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE
TO CONFLICTS OF LAW RULES.
(N)
COUNTERPARTS. THIS SECURITY AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER
SHALL BE DEEMED TO CONSTITUTE ONE INSTRUMENT.
8
IN WITNESS WHEREOF, Company has caused this Security Agreement to be executed as
of the day and year first above written.
IMAGEWARE SYSTEMS, INC.
By:
James Miller, CEO
AGREED:
LITTLE BEAR INVESTMENTS, LLC
As Collateral Agent
By:
Name:
Title:
9
SCHEDULE A
PURCHASERS
10
ATTACHMENT 1
TO SECURITY AGREEMENT
All right, title, interest, claims and demands of Company in and to the
following property:
(I)
ALL GOODS AND EQUIPMENT NOW OWNED OR HEREAFTER
ACQUIRED, INCLUDING, WITHOUT LIMITATION, ALL LABORATORY EQUIPMENT, COMPUTER
EQUIPMENT, OFFICE EQUIPMENT, MACHINERY, FIXTURES, VEHICLES, AND ANY INTEREST IN
ANY OF THE FOREGOING, AND ALL ATTACHMENTS, ACCESSORIES, ACCESSIONS,
REPLACEMENTS, SUBSTITUTIONS, ADDITIONS, AND IMPROVEMENTS TO ANY OF THE
FOREGOING, WHEREVER LOCATED;
(II)
ALL INVENTORY NOW OWNED OR HEREAFTER ACQUIRED,
INCLUDING, WITHOUT LIMITATION, ALL MERCHANDISE, RAW MATERIALS, PARTS, SUPPLIES,
PACKING AND SHIPPING MATERIALS, WORK IN PROCESS AND FINISHED PRODUCTS INCLUDING
SUCH INVENTORY AS IS TEMPORARILY OUT OF COMPANY'S CUSTODY OR POSSESSION OR IN
TRANSIT AND INCLUDING ANY RETURNS UPON ANY ACCOUNTS OR OTHER PROCEEDS, INCLUDING
INSURANCE PROCEEDS, RESULTING FROM THE SALE OR DISPOSITION OF ANY OF THE
FOREGOING AND ANY DOCUMENTS OF TITLE REPRESENTING