ImageWare Systems, Inc. Subscription Form Series G Convertible Preferred Stock Liquidation Preference $1,000 per Share

 

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.

(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.