Attached files
Exhibit
10.2
AMENDMENT
NO. 6
TO
CONVERTIBLE PROMISSORY NOTE
This
Amendment No. 6 to Convertible Promissory Note (the
“Amendment”) is
entered into as of May 10, 2017, by and between ImageWare Systems,
Inc., a Delaware corporation (the “Company”), and Neal I. Goldman,
or his registered assigns (“Holder”). Unless otherwise
specified herein, all capitalized terms set forth in this Amendment
shall have the meanings ascribed to them in the Note.
RECITALS
WHEREAS, On March 27, 2013, the Company
issued to Holder a Convertible Promissory Note (the
“Note”) in the
principal amount of $2.5 million. The Note was amended pursuant to
Amendment No. 1 to Convertible Promissory Note, dated March 12,
2014 (“Amendment No.
1”), Amendment No. 2 to Convertible Promissory Note,
dated April 23, 2014 (“Amendment No. 2”), Amendment No.
3 to Convertible Promissory Note, dated December 8, 2014
(“Amendment No.
3”), Amendment No. 4 to Convertible Promissory Note,
dated March 10, 2016 (“Amendment No. 4”), and Amendment
No. 5 to Convertible Promissory Note, dated January 23, 2017
(“Amendment No.
5”) (together, the “Note Amendments”);
and
WHEREAS, Holder and the Company now
desire to amend the Note, as amended by the Note Amendments, to
extend the Maturity Date, as defined in the Note
AGREEMENT
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties agree as
follows:
1.
The Maturity Date, as such term is defined in the Note, as amended,
shall be December 31, 2018.
2. The
provisions of the Note, as amended in this Amendment, shall remain
in full force and effect in accordance with their terms and are
hereby ratified and confirmed. In the event of any conflict between
the terms and conditions of this Amendment and the terms and
conditions set forth in the Note and the Note Amendments, the terms
and conditions set forth herein shall control. This Amendment shall
be governed by the laws of the State of California without regard
to the conflict of laws provisions thereof.
IN WITNESS WHEREOF, each of the
undersigned has caused this Amendment to be duly executed by its
officers, thereunto duly authorized as of the date first above
written.
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THE COMPANY:
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ImageWare Systems, INC.,
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By:
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/s/ Wayne
Wetherell
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Name:
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Wayne
Wetherell
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Title:
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CFO
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HOLDER:
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By:
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/s/ Neal
Goldman
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Name:
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Neal
I. Goldman
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