0001437749-14-020858 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2014 • Bio Key International Inc • Computer communications equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November ____, 2014 between BIO-key International, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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FORM OF COMMON STOCK PURCHASE WARRANT BIO-KEY INTERNATIONAL, INC.
Security Agreement • November 14th, 2014 • Bio Key International Inc • Computer communications equipment

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Company”), up to [REQUIRES COMPLETION] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). Notwithstanding the forgoing, unless and until the Company effects the reservation of additional Shares of Common Stock as described in Section 4.8 of the Purchase Agreement, this Wa

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 14th, 2014 • Bio Key International Inc • Computer communications equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November ____, 2014, between BIO-key International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

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