ImageWare Systems, Inc. Series A Convertible Preferred Stock Subscription Agreement

Summary

This agreement is between ImageWare Systems, Inc. and an investor subscribing to purchase Series A Convertible Preferred Stock at a liquidation preference of $1,000 per share. The investor agrees to the terms outlined in the company's prospectus and supplement, provides payment and brokerage details, and makes certain representations and warranties. Shares will be issued upon acceptance of the subscription and delivered within five business days. The agreement requires accurate investor information and payment via wire transfer.

EX-10.1 4 ex10-1.htm FORM OF SUBSCRIPTION AGREEMENT Ex 10-1

Exhibit 10.1

ImageWare Systems, Inc.

Subscription Form

Series A 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:	____________________________________ ($_____ per share)

Wire Information:
	Date of Wire: ___________________

	Fed Reference No.: ______________

Investor agrees and acknowledges that the Shares subscribed for 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)

the shares are being offered pursuant to ImageWare System, Inc.’s (“ImageWare”) Prospectus dated May 4, 2017 and its Prospectus Supplement dated September 15, 2017 (available at http://iwsinc.com under Investor Relations/ Preferred Stock Offering, or by email to ***@***;

(iii)

the investor has had full opportunity to read and review such Prospectus and Prospectus Supplement and the additional documents they incorporate by reference, and consult with an attorney regarding such Prospectus, Prospectus Supplement and additional documentation; and

(iv)

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
	Bank address

	ABA routing #
	Swift #

Account name

Account #

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 ***@***.

For questions please email: ***@***.