ImageWare Systems, Inc. (OTCMKTS:IWSY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 24, 2020, ImageWare Systems, Inc. (the \”Company\”) announced the appointment of Douglas Morgan to serve as a director on the Board of Directors (the \”Board\”) of the Company. From March 2019 to present, Mr. Morgan has served as an advisory board member and consultant to Clyra Medical Technologies, a biotechnology company specializing in wound healing and antimicrobial solutions. From 2017 to the present, Mr. Morgan has served as a senior consultant with JBA Enterprises, where he has consulted for numerous companies in the technology and payments sector regarding financing strategies, business consulting, and leadership. From December of 2018 to March of 2019, Mr. Morgan served as a consultant with BioLargo, advising BioLargo in regards to business strategy and raising capital. BioLargo is a provider of patented next-generation water and air treatment products. Between 2016 to 2018, Mr. Morgan was the principal advisor of Sucsy Fischer & Co., a leading Chicago area boutique investment bank, where he provided deal evaluation, due diligence, technology assessment, and management expertise. Mr. Morgan holds Bachelor of Sciences in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology, and a Master of Sciences in Computer Science and Bio-Engineering from Stanford University. Mr. Morgan will serve on the Board of Directors until the next annual meeting of shareholders of the Company, or until his successor is elected and qualified. As compensation as an independent director, he will receive (a) a $30,000 annual cash retainer, payable in equal monthly installments in cash or shares of the Company\’s common stock, par value $0.01 per share (\”Common Stock\”); (b) an initial grant of options to purchase that number of shares of Common Stock equal to $60,000 divided by the fair market value of the Company\’s Common Stock as determined on the date of grant as reported on the OTC Markets (\”Initial Grant\”), the exercise price of which shall be such fair market value, which Initial Grant shall vest one-third (1/3rd) on the first anniversary of the Effective Date, and the remaining two-thirds (2/3rd) shall vest ratably on the second and third anniversary of the Effective Date; (c) reimbursement for expenses related to Board of Director meeting attendance and Committee participation; and (d), beginning on the first anniversary of the Effective Date, and on each annual anniversary thereafter (unless revised by the Board of Directors), an option to purchase that number of shares of Common Stock equal to $30,000 divided by the fair market value of the Company\’s Common Stock as determined on the date of grant as reported on the OTC Markets (\”Annual Grant\”), the exercise price of which shall be such fair market value. The Initial Grant and Annual Grant shall contain such other terms and conditions as are customary for director grants and approved by the Board of Directors, including immediate vesting of all unvested options effective upon a change in control of the Company