REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2005 • 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 Purchaser 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 • June 14th, 2005 • 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 (AS AMENDED, MODIFIED AND/OR SUPPLEMENTED, 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.
ContractCommon Stock Purchase Warrant • June 14th, 2005 • 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 • June 14th, 2005 • 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 (AS AMENDED, MODIFIED AND/OR SUPPLEMENTED, 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 • June 14th, 2005 • Bio Key International Inc • Computer communications equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of May 31, 2005, by and among BIO-Key International, Inc., a Delaware corporation (the “Company”), The Shaar Fund Ltd. (“Shaar”) and each of the other parties signatory hereto as Purchasers (collectively with Shaar, the “Purchasers” and each a “Purchaser”), and Jesup & Lamont Securities Corporation (“Jesup & Lamont”).
BIO-KEY INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT as of May 31, 2005Securities Purchase Agreement • June 14th, 2005 • 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 (AS AMENDED, MODIFIED AND/OR SUPPLEMENTED, 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 • June 14th, 2005 • 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 (AS AMENDED, MODIFIED AND/OR SUPPLEMENTED, 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.
