0000950144-07-005524 Sample Contracts

AuthenTec, Inc. Common Stock, $0.01 par value UNDERWRITING AGREEMENT
Underwriting Agreement • June 7th, 2007 • Authentec Inc • Semiconductors & related devices • New York

Lehman Brothers Inc. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

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INDEMNITY AGREEMENT
Indemnity Agreement • June 7th, 2007 • Authentec Inc • Semiconductors & related devices • Delaware

This Indemnity Agreement, dated as of ___________________, 2007, is made by and between AuthenTec, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).

Contract
Authentec Inc • June 7th, 2007 • Semiconductors & related devices • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED OR (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES.

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