General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership HTML 78K
2: EX-1 Underwriting Agreement 7 28K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 14 54K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 13 47K
5: EX-4 Instrument Defining the Rights of Security Holders 13 52K
6: EX-5 Opinion re: Legality 60 200K
7: EX-6 Opinion re: Discount on Capital Shares 1 8K
8: EX-7 Opinion re: Liquidation Preference 1 7K
9: EX-8 Opinion re: Tax Matters 11 40K
10: EX-9 Voting Trust Agreement 2± 10K
EXHIBIT 9
ASSIGNMENT
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Perseus 2000, L.L.C., a Delaware limited liability company ("Assignor"), hereby
sells, assigns, transfers and conveys, upon the terms and subject to the
conditions set forth in that certain Purchase and Sale Agreement dated as of the
date hereof by and between the Assignor and Assignees (as defined below), to
L.F. Global Holding, LLC, a California limited liability company and Laurus
Master Fund, Ltd., a Cayman Islands corporation (collectively "Assignees"), all
of its right, title and interest in and to the following: (1) Senior Secured
Convertible Promissory Note in the principal amount of $2,000,000.00 executed by
ImageWare Systems, Inc., a California corporation ("Company") in favor of
Assignor dated May 22, 2002; (2) Demand Promissory Note in the principal amount
of $500,000.00 executed by the Company in favor of Assignor dated as of
September 23, 2002; (3) the Pledge and Security Agreement entered into by and
between Company and Assignor dated as of May 22, 2002, together with any and all
collateral described therein, including without limitation, the intellectual
property set forth on Exhibit BKF-1 attached hereto; and (4) the Pledge and
Security Agreement entered into by and between ImageWare Systems ID Group, Inc.,
a Delaware corporation, and Assignor dated as of May 22, 2002, together with any
and all collateral described therein, including without limitation, the
intellectual property set forth on Exhibit BKF-2 attached hereto.
This assignment shall be binding on and inure to the benefit of the
parties thereto, their heirs, executors, administrators, successors in interest
and assigns.
IN WITNESS WHEREOF, the undersigned has executed the within instrument
effective as of June 13, 2003.
ASSIGNOR:
Perseus 2000, L.L.C.,
a Delaware limited liability company
By: ________________________________
Name:
Title:
STATE OF ______________ )
) ss
COUNTY OF _____________ )
On this ____ day of ________, 2003, before me, _________________, Notary Public,
personally appeared ____________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal (Seal)
________________________________
SIGNATURE OF NOTARY PUBLIC
Dates Referenced Herein and Documents Incorporated by Reference
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