REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2006 by and among BIO-key International, Inc., a Delaware corporation (the “Company”), and each of the Purchasers listed on Exhibit A hereto (the “Purchasers”).
ContractWarrant Agreement • January 25th, 2006 • 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 • January 25th, 2006 • 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 • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of January 23, 2006, 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”).
AMENDMENT AND WAIVERAmendment and Waiver • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
This Amendment and Waiver (the “Amendment and Waiver”) is entered into by and between BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), and Laurus Master Fund, Ltd. (“Laurus”), and is effective as of the 23rd day of January, 2006.
AMENDMENT AND WAIVERAmendment and Waiver • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
This Amendment and Waiver (the “Amendment and Waiver”) is entered into by and between BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), and the undersigned holders of Subordinated Convertible Promissory Notes of the Borrower (sometimes hereinafter collectively referred to as the “Lenders”), and is effective as of the 23rd day of January, 2006.
AMENDMENT NO. 1 TO SUBORDINATED SECURED PROMISSORY NOTESubordinated Secured Promissory Note • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
This Amendment No. 1 to Subordinated Secured Promissory Note (the “Amendment”) is entered into by and among BIO-key International, Inc., a Delaware corporation (“BIO-key”), Public Safety Group, Inc., a Delaware corporation (“PSG” and, together with BIO-key, the “Makers”), and Aether Systems, Inc., a Delaware corporation (“Aether”), and is effective as of the 23rd day of January, 2006.
BIO-KEY INTERNATIONAL, INC. SECURITIES PURCHASE AGREEMENT as of January 23, 2006Securities Purchase Agreement • January 25th, 2006 • Bio Key International Inc • Computer communications equipment • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of January 23, 2006, by and among (i) BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Company”), (ii) Longview Special Finance (“LSF”), (iii) The Shaar Fund Ltd. (“Shaar”), and (iv) Longview Fund, L.P. (“Longview”) (collectively, the “Purchasers” and each a “Purchaser”).
