NOT EQUITY FOR ACCOUNTING PURPOSES AND WITH RESPECT
TO ANY RETURNS FILED WITH FEDERAL, STATE OR LOCAL TAX AUTHORITIES.
13.
NOTICES.
ANY NOTICE, REQUEST OR OTHER
COMMUNICATION REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN IF PERSONALLY DELIVERED OR MAILED BY REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY RECOGNIZED OVERNIGHT COURIER, PERSONAL
DELIVERY OR FACSIMILE TRANSMISSION AT THE RESPECTIVE ADDRESSES OR FACSIMILE
NUMBER OF THE PARTIES AS SET FORTH IN OR OTHERWISE DESIGNATED BY EITHER PARTY
PURSUANT TO THE PURCHASE AGREEMENT OR ON THE REGISTER MAINTAINED BY THE
COMPANY.
ANY PARTY HERETO MAY BY NOTICE SO GIVEN CHANGE ITS ADDRESS OR
FACSIMILE NUMBER FOR FUTURE NOTICE HEREUNDER.
NOTICE SHALL CONCLUSIVELY BE
DEEMED TO HAVE BEEN GIVEN WHEN RECEIVED.
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14.
EXPENSES; WAIVERS.
IF ACTION IS INSTITUTED
TO COLLECT THIS NOTE, THE COMPANY PROMISES TO PAY ALL COSTS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS, INCURRED IN
CONNECTION WITH SUCH ACTION.
THE COMPANY HEREBY WAIVES NOTICE OF DEFAULT,
PRESENTMENT OR DEMAND FOR PAYMENT, PROTEST OR NOTICE OF NONPAYMENT OR DISHONOR
AND ALL OTHER NOTICES OR DEMANDS RELATIVE TO THIS INSTRUMENT.
15.
GOVERNING LAW; EXCLUSIVE JURISDICTION; JURY
WAIVER.
THIS NOTE AND ALL ACTIONS ARISING OUT OF OR IN CONNECTION WITH THIS
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
IN THE EVENT OF ANY DISPUTE AMONG OR BETWEEN ANY OF THE PARTIES TO
THIS NOTE ARISING OUT OF THE TERMS OF THIS NOTE, THE PARTIES HEREBY CONSENT TO
THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK FOR RESOLUTION OF SUCH DISPUTE, AND AGREE NOT TO CONTEST SUCH
EXCLUSIVE JURISDICTION OR SEEK TO TRANSFER ANY ACTION RELATING TO SUCH DISPUTE
TO ANY OTHER JURISDICTION. THE COMPANY AND THE HOLDER AGREE TO ACCEPT SERVICE OF
PROCESS PURSUANT TO THE PROCEDURES SET FORTH IN SECTION 13.
THE PARTIES HERETO
WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS UNDER THIS NOTE.
[signature appears on following page]
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IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS NOTE TO BE AMENDED AND RESTATED
AS OF THE DATE FIRST WRITTEN ABOVE.
IMAGEWARE SYSTEMS, INC.
By:
/s/
S. James Miller, Jr.
Name:
S. James Miller, Jr.
Title:
Chairman, CEO and President
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