Item 1
of the Form of Written Consent as included with the Consent
Solicitation Statement incorrectly provided stockholders with the
option for “Approval of an amendment to the Company’s
Certificate of Incorporation to increase the authorized number of
shares of the Company’s Common Stock, $0.01 par value per
share, from 179,000,000 to 254,000,000…” rather than
for “Approval of an amendment to the Company’s
Certificate of Incorporation to increase the authorized number of
shares of the Company’s Common Stock, $0.01 par value per
share, from 179,000,000 to 345,000,000…” as described
within the Company’s Consent Solicitation
Statement.
By this
Consent Solicitation Statement Amendment, the Company is filing an
amended form of written consent (the “Amended Form of Written
Consent”). The amendment is necessary to make the Form
of Written Consent consistent with the authorization to increase
the number of shares of the Company’s Common Stock to
345,000,000.
The
soliciting materials distributed to stockholders contained the
Amended Form of Written Consent.
Amended Form of Written Consent
The
Amended Form of Written Consent is as follows:
[remainder
of page left blank]
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The
undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Consent Solicitation and the Consent
Solicitation Statement of ImageWare Systems, Inc. (the
“Company”)
dated April 29, 2020 and hereby
revokes any consent or consents heretofore given. This consent may
be revoked at any time before 5:00 P.M., Pacific Time, on June 5,
2020, unless the solicitation period is shortened or extended by
the Company in its sole discretion (“Expiration Date”). The
undersigned, as holder of shares of the Company’s common
stock, par value $0.01 per share, CUSIP No.
45245S108 (“Common
Stock”), hereby takes the following action with
respect to all shares of Common Stock held by him, her or it as
follows:
|
|
[X] Please mark your votes as indicated in this
example.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S
COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 179,000,000 TO
345,000,000 AND TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE
COMPANY’S PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, FROM
4,000,000 TO 5,000,000.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF THE COMPANY’S 2020 OMNIBUS EQUITY INCENTIVE
PLAN.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
This Written Consent, when properly executed and returned to the
Company, will be voted in the manner directed herein by the
undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSALS, THIS
CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR EACH
PROPOSAL. When shares of Common Stock are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, give full legal title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE
EXPIRATION DATE.
|
|
IMPORTANT: This Consent Card must be signed exactly as
your name appears hereon. If more than one name appears, all
persons so designated should sign. Attorneys, executors,
administrators, trustees and guardians should indicate their
capacities. If the signer is a corporation, please print full
corporate name and indicate capacity of duly authorized officer
executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate
capacity of duly authorized person executing on behalf of the
partnership.
Dated:
________________________, ______
|
|
|
|
|
|
(Print
Name of Stockholder)
|
|
|
|
(Signature
of Stockholder)
|
|
|
|
(Second
Signature if held jointly)
|
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT
PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED
TO:
ImageWare Systems, Inc.
Attn: Wayne Wetherell, Corporate Secretary
13500 Evening Creek Drive N, Suite 550
San Diego, California 92128
Your executed written consent can also be sent via email in PDF
form to wgw@iwsinc.com.
Your Written Consent should be received by the Company on or before
June 5, 2020.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The
undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Consent Solicitation Statement and the
Consent Solicitation Statement of ImageWare Systems, Inc. (the
“Company”)
dated April 29, 2020 and hereby
revokes any consent or consents heretofore given. This consent may
be revoked at any time before 5:00 P.M., Pacific Time, on June 5,
2020, unless the solicitation period is shortened or extended by
the Company in its sole discretion (“Expiration Date”). The
undersigned, as holder of shares of the Company’s Series A
Preferred Stock (“Series A
Preferred”), hereby takes the following action with
respect to all shares of Series A Preferred held by him, her or it
as follows:
|
|
[X] Please mark your votes as indicated in this
example.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S
COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 179,000,000 TO
345,000,000 AND TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE
COMPANY’S PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, FROM
4,000,000 TO 5,000,000.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF THE COMPANY’S 2020 OMNIBUS EQUITY INCENTIVE
PLAN.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
This Written Consent, when properly executed and returned to the
Company, will be voted in the manner directed herein by the
undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSALS, THIS
CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR EACH
PROPOSAL. When shares of Common Stock are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, give full legal title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE
EXPIRATION DATE.
|
|
IMPORTANT: This Consent Card must be signed exactly as
your name appears hereon. If more than one name appears, all
persons so designated should sign. Attorneys, executors,
administrators, trustees and guardians should indicate their
capacities. If the signer is a corporation, please print full
corporate name and indicate capacity of duly authorized officer
executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate
capacity of duly authorized person executing on behalf of the
partnership.
Dated:
________________________, ______
|
|
|
|
|
(Print
Name of Stockholder)
|
|
|
|
(Signature
of Stockholder)
|
|
|
|
(Second
Signature if held jointly)
|
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT
PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED
TO:
ImageWare
Systems, Inc.
Attn:
Wayne Wetherell, Corporate Secretary
13500
Evening Creek Drive N, Suite 550
San
Diego, California 92128
Your
executed written consent can also be sent via email in PDF form to
wgw@iwsinc.com.
Your Written Consent should be received by the Company on or before
June 5, 2020.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The
undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Consent Solicitation Statement and the
Consent Solicitation Statement of ImageWare Systems, Inc. (the
“Company”)
dated April 29, 2020 and hereby
revokes any consent or consents heretofore given. This consent may
be revoked at any time before 5:00 P.M., Pacific Time, on June 5,
2020, unless the solicitation period is shortened or extended by
the Company in its sole discretion (“Expiration Date”). The
undersigned, as holder of shares of the Company’s Series B
Convertible Redeemable Preferred Stock (“Series B Preferred”), hereby
takes the following action with respect to all shares of Series B
Preferred held by him, her or it as follows:
|
|
[X] Please mark your votes as indicated in this
example.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S
COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 179,000,000 TO
345,000,000 AND TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE
COMPANY’S PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, FROM
4,000,000 TO 5,000,000.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF THE COMPANY’S 2020 OMNIBUS EQUITY INCENTIVE
PLAN.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
This Written Consent, when properly executed and returned to the
Company, will be voted in the manner directed herein by the
undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSALS, THIS
CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR EACH
PROPOSAL. When shares of Common Stock are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, give full legal title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE
EXPIRATION DATE.
|
|
IMPORTANT: This Consent Card must be signed exactly as
your name appears hereon. If more than one name appears, all
persons so designated should sign. Attorneys, executors,
administrators, trustees and guardians should indicate their
capacities. If the signer is a corporation, please print full
corporate name and indicate capacity of duly authorized officer
executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate
capacity of duly authorized person executing on behalf of the
partnership.
Dated:
________________________, ______
|
|
|
|
|
(Print
Name of Stockholder)
|
|
|
|
(Signature
of Stockholder)
|
|
|
|
(Second
Signature if held jointly)
|
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT
PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED
TO:
ImageWare
Systems, Inc.
Attn:
Wayne Wetherell, Corporate Secretary
13500
Evening Creek Drive N, Suite 550
San
Diego, California 92128
Your
executed written consent can also be sent via email in PDF form to
wgw@iwsinc.com.
Your Written Consent should be received by the Company on or before
June 5, 2020.
IMAGEWARE SYSTEMS, INC.
WRITTEN CONSENT SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IMAGEWARE SYSTEMS, INC.
The
undersigned hereby acknowledges receipt of a copy of the
accompanying Notice of Consent Solicitation Statement and the
Consent Solicitation Statement of ImageWare Systems, Inc. (the
“Company”)
dated April 29, 2020 and hereby
revokes any consent or consents heretofore given. This consent may
be revoked at any time before 5:00 P.M., Pacific Time, on June 5,
2020, unless the solicitation period is shortened or extended by
the Company in its sole discretion (“Expiration Date”). The
undersigned, as holder of shares of the Company’s Series C
Convertible Preferred Stock (“Series C Preferred”), hereby
takes the following action with respect to all shares of Series C
Preferred held by him, her or it as follows:
|
|
[X] Please mark your votes as indicated in this
example.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE COMPANY’S
COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 179,000,000 TO
345,000,000 AND TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF THE
COMPANY’S PREFERRED STOCK, $0.01 PAR VALUE PER SHARE, FROM
4,000,000 TO 5,000,000.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPROVAL
OF THE COMPANY’S 2020 OMNIBUS EQUITY INCENTIVE
PLAN.
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
|
This Written Consent, when properly executed and returned to the
Company, will be voted in the manner directed herein by the
undersigned. IF NO DIRECTION IS MADE FOR THE PROPOSALS, THIS
CONSENT, IF SO EXECUTED AND RETURNED, WILL BE VOTED FOR EACH
PROPOSAL. When shares of Common Stock are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, give full legal title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
ALL CONSENTS MUST BE RECEIVED BY 5:00 P.M., PACIFIC TIME, ON THE
EXPIRATION DATE.
|
|
IMPORTANT: This Consent Card must be signed exactly as
your name appears hereon. If more than one name appears, all
persons so designated should sign. Attorneys, executors,
administrators, trustees and guardians should indicate their
capacities. If the signer is a corporation, please print full
corporate name and indicate capacity of duly authorized officer
executing on behalf of the corporation. If the signer is a
partnership, please print full partnership name and indicate
capacity of duly authorized person executing on behalf of the
partnership.
Dated:
________________________, ______
|
|
|
|
|
(Print
Name of Stockholder)
|
|
|
|
(Signature
of Stockholder)
|
|
|
|
(Second
Signature if held jointly)
|
IMPORTANT: PLEASE COMPLETE, SIGN, AND DATE YOUR WRITTEN CONSENT
PROMPTLY
AND FAX IT TO (858) 673-1770, OR RETURN IT IN THE ENVELOPE PROVIDED
TO:
ImageWare
Systems, Inc.
Attn:
Wayne Wetherell, Corporate Secretary
13500
Evening Creek Drive N, Suite 550
San
Diego, California 92128
Your
executed written consent can also be sent via email in PDF form to
wgw@iwsinc.com.
Your Written Consent should be received by the Company on or before
June 5, 2020.