REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrant referred to therein.
BIO-KEY INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS AGREEMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 29, 2004 AMONG SHAAR FUND, LTD., AS PURCHASER AGENT, LAURUS MASTER FUND, LTD., AS COLLATERAL AGENT, AETHER SYSTEMS, INC., BIO-KEY INTERNATIONAL, INC. AND PUBLIC SAFETY GROUP, INC.; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 29, 2004, among Laurus Master Fund, Ltd., as Collateral Agent under the Securities Purchase Agreement referenced below (the “Pledgee”), Bio-Key International, Inc., a Minnesota corporation (the “Company”), and each of the other undersigned pledgors (the Company and each such other undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
ContractCommon Stock Purchase Warrant • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIO-KEY INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSubordination Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 29, 2004 AMONG SHAAR FUND, LTD., AS PURCHASER AGENT, LAURUS MASTER FUND, LTD., AS COLLATERAL AGENT, AETHER SYSTEMS, INC., BIO-KEY INTERNATIONAL, INC. AND PUBLIC SAFETY GROUP, INC. TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchasers and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Notes and the Warrants referred to therein.
BIO-KEY INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT September 29, 2004Securities Purchase Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS AGREEMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 29, 2004 AMONG SHAAR FUND, LTD., AS PURCHASER AGENT, LAURUS MASTER FUND, LTD., AS COLLATERAL AGENT, AETHER SYSTEMS, INC., BIO-KEY INTERNATIONAL, INC. AND PUBLIC SAFETY GROUP, INC. TO THE SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT); AND EACH PARTY TO THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ContractNote • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 29, 2004 AMONG SHAAR FUND, LTD., AS PURCHASER AGENT, LAURUS MASTER FUND, LTD., AS COLLATERAL AGENT, AETHER SYSTEMS, INC., BIO-KEY INTERNATIONAL, INC. AND PUBLIC SAFETY GROUP, INC.; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
ASSET PURCHASE AGREEMENT by and among AETHER SYSTEMS, INC., CERULEAN TECHNOLOGIES, INC., and SUNPRO, INC. as Seller, and BIO-key International, Inc., as Buyer, dated as of August 16, 2004Asset Purchase Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
This ASSET PURCHASE AGREEMENT (“Agreement”), is made and entered into as of August 16, 2004, by and among Aether Systems, Inc., a Delaware corporation (“Aether”), Cerulean Technology, Inc., a Delaware corporation (“Cerulean”), and SunPro, Inc., a Washington corporation (together with Cerulean, the “Relevant Subsidiaries” and together with Aether, “Seller”), and BIO-key International, Inc., a Minnesota corporation (“Buyer”). Buyer and Seller are referred to collectively herein as the “Parties” and each is individually, a “Party.”
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”), the other Purchasers party to the Securities Purchase Agreement referenced below (collectively, with Laurus, the “Purchasers”), and Purchaser Group, as Collateral Agent for the Purchasers (“Agent” and collectively with the Purchasers, “Purchaser’s Group”) to or for the account of BIO-Key International, Inc., a Minnesota corporation (“Debtor”), from time to time and at any time and for other good and valuable consideration and to induce Purchaser Group, in its discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Purchaser Group may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severa
MASTER SECURITY AGREEMENTMaster Security Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
ContractSubordinated Secured Promissory Note • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INTERCREDITOR AND SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 30, 2004 AMONG SHAAR FUND, LTD., AS PURCHASER AGENT, LAURUS MASTER FUND, LTD., AS COLLATERAL AGENT, AETHER SYSTEMS, INC., BIO-KEY INTERNATIONAL, INC. AND PUBLIC SAFETY GROUP, INC.; AND EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”), is made and entered into as of September 30, 2004, among Laurus Master Fund, Ltd., a Cayman Islands company, individually and as Collateral Agent (as defined below), Aether Systems, Inc., a Delaware corporation (“Seller”), and BIO-key International, Inc, a Minnesota corporation (“BIO-key”), and Public Safety Group, Inc., a Delaware corporation (together with BIO-key, the “Makers”).
ContractCommon Stock Purchase Warrant • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIO-KEY INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • October 5th, 2004 • Bio Key International Inc • Computer communications equipment • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT is made and entered into as of the 30th day of September, 2004, by and among The Shaar Fund, Ltd., a British Virgin Islands company (“Shaar”), as purchaser agent under the Shaar Purchase Agreement (as defined below) (in such capacity, the “Purchaser Agent”), on its own behalf and on behalf of the Shaar Purchasers (defined below), Laurus Master Fund, Ltd., a Cayman Islands company, as collateral agent under the Laurus Purchase Agreement (as defined below), on its own behalf and on behalf of the Laurus Purchasers (as defined below) (“Laurus”), Aether Systems, Inc., a Delaware corporation (“Aether”), BIO-key International, Inc., a Minnesota corporation (“BIO-key”), and Public Safety Group, Inc., a Delaware corporation (together with BIO-key, the “Obligors”).
