ContractCommon Stock Purchase Warrant • March 23rd, 2011 • 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.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 23rd, 2011 • Bio Key International Inc • Computer communications equipment • New York
This Securities Exchange Agreement (this “Agreement”) is entered into as of December 31, 2010 by and among BIO-key International, Inc., a Delaware corporation (the “Company”), The Shaar Fund, Ltd. (“Shaar”) and Thomas J. Colatosti (“TJC” and, together with Shaar, collectively the “Holders” and each individually a “Holder”).
SECURITY AND SUBORDINATION AGREEMENTSecurity and Subordination Agreement • March 23rd, 2011 • Bio Key International Inc • Computer communications equipment • New York
This Security and Subordination Agreement dated as of December 31, 2010 is made by BIO-key International, Inc., a Delaware corporation (the “Debtor” or the “Company”), in favor of The Shaar Fund, Ltd. (“Shaar”), Thomas J. Colatosti (“Colatosti”) (each a “Noteholder” and collectively, the “Noteholders”), and The Shaar Fund, Ltd., as collateral agent (the “Agent”) for the Noteholders (each of the Agent and each Noteholder being a “Secured Party” and the Agent and the Noteholders being collectively, the “Secured Parties”).
OMNIBUS AMENDMENT OF THE TRANSACTION DOCUMENTS RELATED TO THE SALE OF BIO-KEY’S LAW ENFORCEMENT DIVISION TO INTERACT AND ASSOCIATED WAIVERSOmnibus Amendment of the Transaction Documents • March 23rd, 2011 • Bio Key International Inc • Computer communications equipment • Delaware
THIS OMNIBUS AMENDMENT AND WAIVER (this “Amendment and Waiver”) is made and entered into as of December 30, 2010 by and between BIO-key International, Inc., a Delaware corporation (“Seller”), and InterAct911 Mobile Systems, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are collectively referred to herein as the “Parties” and each individually as a “Party”.
