exv4w4






Exhibit 4.4














	 	 	 	 	 	 
	 	 
	 	 	 	 
	 	AMERICAN BANK NOTE COMPANY
	 	 	  PRODUCTION COORDINATOR: TODD DeROSSETT 931-490-1720	 
	 	711 ARMSTRONG LANE
	 	 	PROOF OF: MAY 5, 2009	 
	 	COLUMBIA, TENNESSEE 38401
	 	 	SCM MICROSYSTEMS, INC.	 
	 	(931) 388-3003
	 	 	TSB 32337 FC	 
	 	SALES: E. BUCKLEY 951-340-1950
	 	 	OPERATOR: AP	 
	 	 
	 	 	R1	 
	 	 
	 	 	 	 




PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS
PROOF: ____ OK AS IS ____ OK WITH CHANGES ____ MAKE CHANGES AND
SEND ANOTHER PROOF



Colors Selected for Printing: Logo PRINTS CMYK. Intaglio prints in SC-3 dark green



COLOR: This proof was printed from a digital
file or artwork on a graphics quality, color laser
printer. It is a good representation of the color as it will appear on the final product. However,
it is not an exact color rendition, and the final printed product may appear slightly different from the
proof due to the difference between the dyes and printing ink.



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	(SEE REVERSE SIDE FOR LEGEND)




	THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M. PACIFIC TIME, APRIL 30, 2014 OR EARLIER
AS PROVIDED IN THE WARRANT AGREEMENT




	W A R R A N T S




	SCM MICROSYSTEMS, INC.

WARRANT




	THIS CERTIFIES THAT, for value received




	is the registered holder (the “Holder”) of the number of Warrants stated herein, expiring at 5:00
p.m., Pacific Time, April 30, 2014, to purchase one (1) fully paid and non-assessable share of
common stock, par value $0.001 per share (“Common Stock”), of SCM Microsystems, Inc., a Delaware
corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrants
entitle the holder thereof to purchase from the Company the number of shares of Stock stated
herein, at the price of $3.00 per whole share (the “Exercise Price”). The Exercise Price and the
number of shares represented by this Warrant Certificate may, subject to the terms and provisions
of the Form of Warrant Certificate governing these Warrants (the “Warrant Agreement”), a copy of
which is on file with the Secretary of the Company, be adjusted. The registered Holder (and only
the registered Holder) may exercise all or any portion of the Warrants evidenced by this Warrant
Certificate by delivering, not later than 5:00 P.M., Pacific time, on any business day during the
Period (the “Exercise Date”) to American Stock Transfer and Trust Company (the “Transfer Agent,”
which term includes any successor Transfer Agent) at its corporate trust department at 59 Maiden
Lane, New York, N.Y. 10038, each of the following: (i) this Warrant Certificate, (ii) a completed
subscription form (see reverse side for form) which has been duly and properly executed by the
registered Holder, (iii) an amount equal to the aggregate Exercise Price for the number of full
shares of Common Stock as to which Warrants are exercised, and (iv) any and all applicable
withholding taxes due in connection with the exercise of the Warrants.




	Each Warrant evidenced by this Warrant Certificate may be exercised only during the period
(the “Exercise Period”) commencing on April 30, 2012 and terminating at 5:00 p.m., Pacific time, on
April 30, 2014 (the “Expiration Date”). Each Warrant evidenced by this Warrant Certificate that is
not exercised on or before the Expiration Date shall become void, and all rights in and to any such
Warrant and this Warrant Certificate shall cease at the close of business on the Expiration Date.
Neither the Transfer Agent, nor the Company, nor any of its directors, officers, or their
affiliates, shall have any obligation to inform or remind the Holder of the expiration of the
Warrants.




	THE WARRANTS EVIDENCED BYTHIS WARRANT CERTIFICATE ARE SUBJECTTO AND GOVERNED BYTHE TERMS AND
PROVISIONS OF THE WARRANTAGREEMENT.




	COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
(New York, NY) AS WARRANTAGENT




	BY




	AUTHORIZED OFFICER







 









 







EACH WARRANT REPRESENTED BY THIS
CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH CERTAIN
TERMS AND RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT GOVERNING THE WARRANTS ACQUIRED BY
THE WARRANTHOLDER FROM THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.




SUBSCRIPTION FORM



(To Be Executed by the Registered Holder in Order to Exercise Warrants)



The undersigned registered Holder of Warrant Certificate number ______ hereby irrevocably
elects to exercise _________ Warrants represented by such Warrant Certificate, and to
purchase the shares of Common Stock issuable upon the exercise of such Warrants, and hereby
requests that Certificates for such shares of Common Stock shall be issued in the name of



 




 

(PLEASE TYPE OR PRINT NAME AND ADDRESS)




 
 





 
 




 




 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




and be delivered to
 




(PLEASE PRINT OR TYPE NAME AND ADDRESS)



  

and, if such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be registered in
the name of, and delivered to, the Registered Holder at the address stated below:




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	(SIGNATURE OF REGISTERED HOLDER)
	 	 
	 
	 	 	 	 
	 

	 	(NAME AND TITLE)	 	 
	 
	 	 	 	 
	 

	 	
(ADDRESS)	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 

	 	(TAX IDENTIFICATION NUMBER)	 	 





THE SIGNATURE ON THIS SUBSCRIPTION
FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF
THE WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
NASDAQ STOCK EXCHANGE.



ASSIGNMENT AGREEMENT


To Be Executed by the Registered Holder in Order to Assign Warrants



 For Value Received, ______________________ hereby sell, assign, and transfer
unto



  

(PLEASE TYPE OR PRINT NAME AND ADDRESS)



  




 



 




 



 

(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)




and be delivered to  




(PLEASE PRINT OR TYPE NAME AND ADDRESS)




___________________________ of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitute and
appoint the Company as its Attorney to transfer this Warrant Certificate on the books of the
Company, with full power of substitution in the premises.




	 	 	 	 	 
	Dated:

	 		 	 
	 

	 	(SIGNATURE)	 	 





THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE OF THIS
WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF NASDAQ
STOCK EXCHANGE.



The undersigned transferee of Warrants represented by such Warrant Certificate hereby
irrevocably agrees to be bound by the terms and conditions of the Warrant Certificate and any
Warrant Certificate issued in replacement thereof.




	 	 	 
	Dated:
	 	 
	 


	 	 
	 
	 	 
	(SIGNATURE OF REGISTERED HOLDER)
	 	 
	 
	 	 
	 
	 	 
	(NAME AND TITLE)
	 	 






	 	 	 	 	 	 
	 	 
	 	 	 	 
	 	AMERICAN BANK NOTE COMPANY
	 	 	  PRODUCTION COORDINATOR: TODD DeROSSETT 931-490-1720	 
	 	711 ARMSTRONG LANE
	 	 	PROOF OF: MAY 5, 2009	 
	 	COLUMBIA, TENNESSEE 38401
	 	 	SCM MICROSYSTEMS, INC.	 
	 	(931) 388-3003
	 	 	TSB 32337 BK	 
	 	SALES: E. BUCKLEY 951-340-1950
	 	 	OPERATOR: AP	 
	 	 
	 	 	R1	 
	 	 
	 	 	 	 




PLEASE INITIAL THE APPROPRIATE
SELECTION FOR THIS PROOF: ___ OK AS IS ___ OK WITH CHANGES ___ MAKE CHANGES AND SEND ANOTHER PROOF



NOTE: Text that is received by e-mail is not proofread word for word.