Compensatory Arrangement of Kristin Taylor

On April 16, 2021, the Board approved an amendment to the equity compensation of Kristin Taylor, the Company’s President and Chief Executive Officer. to the equity award amendment, Ms. Taylor is entitled to options (“Options”) to purchase up to 27.0 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at an exercise price of $0.067 per share (the “Grant”). Under the terms of the Grant: (i) 2.7 million Options vest immediately upon the date of the Grant, and (ii) the remaining 24.3 million Options vest over a period of three years with (A) one-third of the remaining 24.3 million Options vest on March 1, 2022; and (iii) the remaining two-thirds vesting in equal monthly amounts for 24 months thereafter.

Appointment of James Sight

On April 27, 2021 (the “Effective Date”), ImageWare Systems, Inc. (the “Company”) appointed James W. Sight to serve as a director on the Board of Directors (the “Board”).

James W. Sight currently serves on the Board of Directors of Griffon Corporation (NYSE: GFF) and Fiduciary Benchmarks Insights, LLC, an independent, private company that provides consulting services to the retirement plan industry. Mr.Sighthas been a private investor for over twenty-five years, serving on the boards of numerous public companies, including most recently Photomedex, Inc. (formerly NASDAW: PHMD) from 2010 through 2015. Mr.Sighthas over two decades of experience in corporate restructurings and financings, having advised both public companies and creditors in these areas serving as a board member, consultant and on creditors’ committees. From 2007 through 2012, Mr.Sightwas a significant shareholder of Feldman Mall Properties, Inc., a real estate investment trust (formerly NYSE: FLMP), and served in the office of the REIT’s President; and from 1998 to 2006, he served as a consultant to LSB Industries (NYSE: LXU).

Mr. Sight 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; (b) a grant of options to purchase 750,000 shares of the Company\’s Common Stock (the “Initial Grant”), the exercise price of which shall be $0.065, which Initial Grant shall vest over a period of one year in equal monthly installments; (c) reimbursement for expenses related to Board 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), an option to purchase 750,000 shares of Common Stock (the “Annual Grant”), the exercise price of which shall be such fair market value of the Company\’s Common Stock as determined on the date of grant as reported on the OTC Markets. The Initial Grant and Annual Grant shall contain such other terms and conditions as are customary for director grants and approved by the Board, including immediate vesting of all unvested options effective upon a change in control of the Company.

There are no familial relationships between Mr. Sight and any director or executive officer of the Company, and there are no related party transactions between the Company and Mr. Sight that would require disclosure under Item 404(a) of Regulation S-K under the Securities and Exchange Act of 1934, as amended.

About IMAGEWARE SYSTEMS, INC. (OTCMKTS:IWSY)

ImageWare Systems Incorporated (ImageWare) provides biometrically enabled software-based identity management solutions. The Company’s product, IWS Biometric Engine, is a multi-biometric software platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. It allows a user to utilize one or more biometrics on an integrated platform. Its products are used to manage and issue secure credentials, including national identifications (IDs), passports, driver licenses and access control credentials. It also provides authentication security software using biometrics to secure physical and logical access to facilities or computer networks or Internet sites. ImageWare categorizes its identity management products and services into three markets, including Biometrics, Secure Credential, and Law Enforcement and Public Safety markets.