First Amendment to Agreement of Merger and Plan of Reorganization among ImageWare Systems, ITC Acquisition, and Imaging Technology Corporation

Summary

This amendment, dated August 18, 2000, modifies the original merger agreement between ImageWare Systems, Inc., ITC Acquisition Corporation, and Imaging Technology Corporation. The amendment changes provisions related to stock options, escrow amounts and timing, and indemnification for litigation disclosures. All other terms of the original agreement remain in effect. The amendment is governed by California law and is executed by representatives of all parties and certain shareholders.

EX-2.2 3 a2025128zex-2_2.txt EXHIBIT 2.2 EXHIBIT 2.2 FIRST AMENDMENT TO THE AGREEMENT OF MERGER AND PLAN OF REORGANIZATION The First Amendment dated as of August 18, 2000 (this "First Amendment") by and among ImageWare Systems, Inc., a California corporation (the "Company"), ITC Acquisition Corporation, a Delaware corporation ("Newco"), and Imaging Technology Corporation, a Delaware corporation (the "Surviving Corporation"), to the Agreement of Merger and Plan of Reorganization dated July 6, 2000 (the "Agreement"). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement. WHEREAS, the Company, Newco and the Surviving Corporation entered into the Agreement, pursuant to which Newco was merged with and into the Surviving Corporation and, upon the Merger, the outstanding shares of the Common Stock of the Surviving Corporation were converted into the right to receive shares of the Common Stock of the Company. WHEREAS, the Company, Newco and the Surviving Corporation desire to modify and amend certain sections of the Agreement, as more particularly described below. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. AMENDMENT TO THE AGREEMENT. The Company, Newco and the Surviving Corporation acknowledge and agree that the Agreement is hereby amended as follows: 1.1 OPTIONS. Section 1.6(b) is deleted. 1.2 ESCROW. Section 1.10 of the Agreement is modified by deleting "156,250" and replacing it with "62,500" and deleting "eighteen (18) after the Closing Date" and replacing it with "the earlier of (i) twelve (12) months after the Closing Date or (ii) the date of the first audited financial statements containing combined operations for those items that would be expected to be encountered in the audit process." 1.3 INDEMNIFICATION. Section 11.3 of the Agreement is modified by adding, to the end of the last sentence of the section, the following: "or any liability arising out of or resulting from any disclosure listed in Disclosure Schedule 2.23 (Litigation)." 2. MISCELLANEOUS. 2.1 GOVERNING LAW. This First Amendment and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of California. 2.2 RATIFICATION. The parties hereto hereby ratify and approve the Agreement, as amended hereby, and the parties hereto acknowledge that all of the terms and provisions of the Purchase Agreement as amended hereby, are and remain in full force and effect. 2.3 COUNTERPARTS. This First Amendment may be executed in facsimile counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the date first written above. IMAGEWARE SYSTEMS, INC. By: --------------------------------------- Name: S. James Miller, Jr. Title: Chairman and Chief Executive Officer IMAGING TECHNOLOGY CORPORATION By: --------------------------------------- Name: Charles Benz Title: Chairman and Chief Executive Officer ITC ACQUISITION CORPORATION By: --------------------------------------- Name: S. James Miller, Jr. Title: Chairman and Chief Executive Officer [SIGNATURE PAGE TO FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION] SHAREHOLDERS: ISI International By: -------------------------------- Its: -------------------------------- ----------------------------------- Ronald Wilfert, an individual ----------------------------------- Steven Y. Handel, an individual ----------------------------------- Larry Loughrey, an individual ----------------------------------- Gary Zucker, an individual ----------------------------------- Tom Gilligan, an individual ----------------------------------- Steven M. Burnett, an individual ----------------------------------- Alan J. Nickerson, an individual ----------------------------------- Robert Costello, an individual [SIGNATURE PAGE TO FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION]