SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2020 • Bio Key International Inc • Computer communications equipment • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 6, 2020 by and between BIO-key International, Inc., a Delaware corporation (the “Company”), and Lind Global Macro Fund, LP, a Delaware limited partnership (the “Investor”).
BIO-KEY INTERNATIONAL, INC. Form of Senior Secured Convertible Promissory Note due May 6, 2021Convertible Note • June 8th, 2020 • Bio Key International Inc • Computer communications equipment • New York
For value received, BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Maker” or the “Company”), hereby promises to pay to the order of Lind Global Macro Fund, LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of TWO MILLION FOUR HUNDRED FIFTEEN THOUSAND DOLLARS ($2,415,000) (the “Principal Amount”) plus any other amounts owing pursuant to the terms hereof.
NEITHER THIS WARRANT NOR THE SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Warrant Agreement • June 8th, 2020 • Bio Key International Inc • Computer communications equipment
This Warrant is issued pursuant to that certain Securities Purchase Agreement dated May 6, 2020, by and between the Company and the Holder (as defined below) (the “Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in the Purchase Agreement. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 8th, 2020 • Bio Key International Inc • Computer communications equipment
AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as of May 6, 2020, by and between BIO-Key International, Inc., a Delaware corporation (the "Company") and LIND GLOBAL MACRO FUND, LP (the "Secured Party").
Amended and Restated Senior Secured Convertible Promissory Note due April 13, 2020Convertible Note • June 8th, 2020 • Bio Key International Inc • Computer communications equipment • New York
For value received, BIO-KEY INTERNATIONAL, INC., a Delaware corporation (the “Maker” or the “Company”), hereby promises to pay to the order of Lind Global Macro Fund, LP, a Delaware limited partnership (together with its successors and representatives, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of THREE MILLION SEVEN HUNDRED EIGHTY NINE THOUSAND DOLLARS ($3,789,000.00) (the “Principal Amount”) plus any other amounts owing pursuant to the terms hereof.
SALES INCENTIVE AGREEMENTSales Incentive Agreement • June 8th, 2020 • Bio Key International Inc • Computer communications equipment • New Jersey
This Sales Incentive Agreement (“Agreement”) is entered as of the date of the last signature hereon (the “Effective Date”) by and between BIO-key International, Inc. a Delaware corporation, having its principal place of business at 3349 Highway 138, Building A, Suite E, Wall, NJ 07719, on behalf of itself and its subsidiaries (“BIO- key”), and Technology Transfer Institute, a Florida corporation, having its principal place of business at 2719 Hollywood Blvd Suite A-1457, Hollywood, Florida 33020, (“TTI”). Certain capitalized terms used herein have the meaning set forth in Section 2 below.
FORM OF WARRANTWarrant Agreement • June 8th, 2020 • Bio Key International Inc • Computer communications equipment
This Warrant is issued pursuant to that certain Sales Incentive Agreement dated November 8, 2019 by and between the Company and Technology Transfer Institute (as defined below) (the “Incentive Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in a Securities Purchase Agreement (the “Purchase Agreement”) entered into by and between the Company and certain investors on or about November 8, 2019. Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
