Saflink Corporation 2005 Employee Stock Purchase Plan



 Exhibit 10.15 
 SAFLINK CORPORATION 
 2005 EMPLOYEE STOCK PURCHASE PLAN 
 1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 
 1.1 Establishment. The SAFLINK Corporation 2005 Employee Stock Purchase Plan (the “Plan”) is hereby
established effective as of the date on which it is approved by the stockholders of the Company (the “Effective Date”). 
 1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward Eligible Employees of the Participating Company Group
and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan provides Eligible Employees with an opportunity to acquire a proprietary interest in the Company through the purchase of Stock.
The Company intends that the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 
 1.3 Term of Plan. The Plan shall continue in effect until its termination by the Board. 
 2. DEFINITIONS AND CONSTRUCTION. 
 2.1 Definitions. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the same
definition herein. Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a)
“Board” means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, “Board” also means such Committee(s). 
 (b) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder. 
 (c) “Committee” means a committee of the Board duly appointed
to administer the Plan and having such powers as specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the
power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 
 (d) “Company” means SAFLINK Corporation, a Delaware corporation, or any successor corporation thereto. 
 (e) “Compensation” means, with respect to any Offering Period and except as otherwise provided below, all amounts payable to a Participant in cash and includable as
“wages” subject to tax under Section 3101(a) of the Code without applying the dollar limitation 

  

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of Section 3121(a) of the Code and prior to deduction of any such amount deferred under any program or plan maintained by a Participating Company,
including, without limitation, pursuant to Section 401(k) or Section 125 of the Code. For Participants who are not liable for payment of U.S. individual income tax, this definition of Compensation shall be applied as if such Participants
are subject to such taxes. Compensation shall not include reimbursements of expenses, allowances, long-term disability payments, workers’ compensation, or any amounts directly or indirectly paid pursuant to the Plan or any other stock purchase
or stock option plan. 
 (f) “Eligible Employee” means an Employee who meets the
requirements set forth in Section 5 for eligibility to participate in the Plan. 
 (g)
“Employee” means a person treated as an employee of a Participating Company for purposes of Section 423 of the Code. A Participant shall be deemed to have ceased to be an Employee either upon an actual
termination of employment or upon the corporation employing the Participant ceasing to be a Participating Company. For purposes of the Plan, an individual shall not be deemed to have ceased to be an Employee while on any military leave, sick leave,
or other bona fide leave of absence approved by the Company of ninety (90) days or less. If an individual’s leave of absence exceeds ninety (90) days, the individual shall be deemed to have ceased to be an Employee on the ninety-first
(91st) day of such leave unless the individual’s right to reemployment with the Participating Company Group is guaranteed either by statute or by contract. The Company shall determine in good faith and in the exercise of its discretion
whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s participation in or other rights, if
any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any governmental agency subsequently makes a contrary
determination. 
 (h) “Fair Market Value” means, as of any date if on such date the
Stock is listed on a national or regional securities exchange or market system, the closing sale price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the
Nasdaq National Market, The Nasdaq SmallCap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in the Wall Street Journal or such other source as the
Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value is established shall be the last day on which the Stock was so
traded prior to the relevant date, or such other appropriate day as determined by the Board, in its discretion. If, on the relevant date, there is no public market for the Stock, the Fair Market Value of a share of Stock shall be as determined by
the Board. 
 (i) “Offering” means an offering of Stock as provided in
Section 6. 
 (j) “Offering Date” means, for any Offering, the first day of
the Offering Period. 
  

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 (k) “Offering Period” means a period established in
accordance with Section 6. 
 (l) “Parent Corporation” means any present or
future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 (m)
“Participant” means an Eligible Employee who has become a participant in an Offering Period in accordance with Section 7 and remains a participant in accordance with the Plan. 
 (n) “Participating Company” means the Company or any Parent Corporation or Subsidiary Corporation
designated by the Board as a corporation the Employees of which may, if Eligible Employees, participate in the Plan. The Board shall have the sole and absolute discretion to determine from time to time which Parent Corporations or Subsidiary
Corporations shall be Participating Companies. 
 (o) “Participating Company Group”
means, at any point in time, the Company and all other corporations collectively which are then Participating Companies. 
 (p) “Purchase Date” means, for any Offering, the last day of the Offering Period; provided, however, that the Board in its discretion may establish one or more additional Purchase Dates during any
Offering Period. 
 (q) “Purchase Price” means the price at which a share of Stock may
be purchased under the Plan, as determined in accordance with Section 9. 
 (r) “Purchase
Right” means an option granted to a Participant pursuant to the Plan to purchase such shares of Stock as provided in Section 8, which the Participant may or may not exercise during the Offering Period in which such
option is outstanding. Such option arises from the right of a Participant to withdraw any accumulated payroll deductions of the Participant not previously applied to the purchase of Stock under the Plan and to terminate participation in the Plan at
any time during an Offering Period. 
 (s) “Stock” means the common stock of the
Company, as adjusted from time to time in accordance with Section 4.2. 
 (t) “Subscription
Agreement” means a written agreement in such form as specified by the Company, stating an Employee’s election to participate in the Plan and authorizing payroll deductions under the Plan from the Employee’s
Compensation. 
 (u) “Subscription Date” means the last business day prior to the
Offering Date of an Offering Period or such earlier date as the Company shall establish. 
 (v) “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 
  

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 2.2 Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be
exclusive, unless the context clearly requires otherwise. 
 3. ADMINISTRATION. 
 3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any form of
agreement or other document employed by the Company in the administration of the Plan, or of any Purchase Right shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan or the Purchase Right.
Subject to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions of Purchase Rights; provided, however, that all Participants granted Purchase Rights shall have the same rights and privileges within the
meaning of Section 423(b)(5) of the Code. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. 
 3.2 Authority of Officers. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election that is the responsibility
of or that is allocated to the Company herein, provided that the officer has apparent authority with respect to such matter, right, obligation, determination or election. 
 3.3 Policies and Procedures Established by the Company. The Company may, from time to time, consistent with the Plan and the requirements of Section 423 of the Code, establish, change or terminate such
rules, guidelines, policies, procedures, limitations, or adjustments as deemed advisable by the Company, in its discretion, for the proper administration of the Plan, including, without limitation, (a) a minimum payroll deduction amount
required for participation in an Offering, (b) a limitation on the frequency or number of changes permitted in the rate of payroll deduction during an Offering, (c) an exchange ratio applicable to amounts withheld in a currency other than
United States dollars, (d) a payroll deduction greater than or less than the amount designated by a Participant in order to adjust for the Company’s delay or mistake in processing a Subscription Agreement or in otherwise effecting a
Participant’s election under the Plan or as advisable to comply with the requirements of Section 423 of the Code, and (e) determination of the date and manner by which the Fair Market Value of a share of Stock is determined for
purposes of administration of the Plan. 
 4. SHARES SUBJECT TO PLAN. 

4.1 Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of
Stock that may be issued under the Plan shall be three hundred thousand (300,000) and shall consist of authorized but unissued or reacquired shares of Stock, or any combination thereof. If an outstanding Purchase Right for any reason expires or
is terminated or canceled, the shares of Stock allocable to the unexercised portion of that Purchase Right shall again be available for issuance under the Plan. 
  


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 4.2 Adjustments for Changes in Capital Structure. In the event of any stock dividend, stock split,
reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, or in the event of any merger (including a merger effected for the purpose of changing the Company’s domicile), sale
of assets or other reorganization in which the Company is a party, appropriate adjustments shall be made in the number and class of shares subject to the Plan and each Purchase Right and in the Purchase Price. If a majority of the shares of the same
class as the shares subject to outstanding Purchase Rights are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New
Shares”), the Board may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the Purchase
Price of, the outstanding Purchase Rights shall be adjusted in a fair and equitable manner, as determined by the Board, in its discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this
Section 4.2 shall be rounded down to the nearest whole number, and in no event may the Purchase Price be decreased to an amount less than the par value, if any, of the stock subject to the Purchase Right. The adjustments determined by
the Board pursuant to this Section 4.2 shall be final, binding and conclusive. 
 5. ELIGIBILITY. 
 5.1 Employees Eligible to Participate. Each Employee of a Participating Company is eligible to participate in the Plan and shall be deemed an
Eligible Employee, except the following: 
 (a) Any Employee who is customarily employed by the Participating Company Group
for twenty (20) hours or less per week; or 
 (b) Any Employee who is customarily employed by the Participating Company
Group for not more than five (5) months in any calendar year. 
 5.2 Exclusion of Certain Stockholders. Notwithstanding any
provision of the Plan to the contrary, no Employee shall be granted a Purchase Right under the Plan if, immediately after such grant, the Employee would own or hold options to purchase stock of the Company or of any Parent Corporation or Subsidiary
Corporation possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of such corporation, as determined in accordance with Section 423(b)(3) of the Code. For purposes of this
Section 5.2, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of such Employee. 
 6.
OFFERINGS. 
 The Plan shall be implemented on and after the Effective Date by sequential Offerings of
approximately six (6) months duration or such other duration as the Board shall determine (an “Offering Period”); provided, however, that the first Offering Period (the “Initial Offering
Period”) shall commence on a March 1, 2006, and end on or about August 31, 2006. 

  

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Subsequent Offering Periods shall commence on or about March 1 and September 1 of each year and end on or about the last days of the next October
and April, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may establish a different duration effective for one or more future Offering Periods or different commencing or ending dates for such Offering Periods; provided,
however, that no Offering Period may have a duration exceeding twenty-seven (27) months. If the first or last day of an Offering Period is not a day on which the national securities exchanges or Nasdaq Stock Market are open for trading, the
Company shall specify the trading day that will be deemed the first or last day, as the case may be, of the Offering Period. 
 7.
PARTICIPATION IN THE PLAN. 
 7.1 Initial Participation. An
Eligible Employee may become a Participant in an Offering Period by delivering a properly completed Subscription Agreement to the office designated by the Company not later than the close of business for such office on the Subscription Date
established by the Company for such Offering Period. An Eligible Employee who does not deliver a properly completed Subscription Agreement to the Company’s designated office on or before the Subscription Date for an Offering Period shall not
participate in the Plan for that Offering Period or for any subsequent Offering Period unless the Eligible Employee subsequently delivers a properly completed Subscription Agreement to the appropriate office of the Company on or before the
Subscription Date for such subsequent Offering Period. An Employee who becomes an Eligible Employee after the Offering Date of an Offering Period shall not be eligible to participate in that Offering Period but may participate in any subsequent
Offering Period provided the Employee is still an Eligible Employee as of the Offering Date of such subsequent Offering Period. 
 7.2
Continued Participation. A Participant shall automatically participate in the next Offering Period commencing immediately after the Purchase Date of each Offering Period in which the Participant participates provided that the Participant
remains an Eligible Employee on the Offering Date of the new Offering Period and has not either (a) withdrawn from the Plan pursuant to Section 12.1 or (b) terminated employment as provided in Section 13. A
Participant who may automatically participate in a subsequent Offering Period, as provided in this Section, is not required to deliver any additional Subscription Agreement for the subsequent Offering Period in order to continue participation in the
Plan. However, a Participant may deliver a new Subscription Agreement for a subsequent Offering Period in accordance with the procedures set forth in Section 7.1 if the Participant desires to change any of the elections contained in the
Participant’s then effective Subscription Agreement. In the event that the Board establishes concurrent Offerings, Eligible Employees may not participate simultaneously in more than one Offering. 
 8. RIGHT TO PURCHASE SHARES. 
 8.1 Grant of Purchase Right. Except as set forth below, on the Offering Date of each Offering Period, each Participant in that Offering Period
shall be granted automatically a Purchase Right consisting of an option to purchase the lesser of (a) that number of whole shares of Stock determined by dividing Twelve Thousand Five Hundred Dollars ($12,500) by the Fair 

  

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Market Value of a share of Stock on such Offering Date or (b) ten thousand (10,000) shares of Stock. No Purchase Right shall be granted on an
Offering Date to any person who is not, on such Offering Date, an Eligible Employee. 
 8.2 Pro Rata Adjustment of Purchase Right.
Notwithstanding the provisions of Section 8.1, if the Board establishes an Offering Period (other than the Initial Offering Period) of any duration other than six months, then (a) the dollar amount in Section 8.1 shall
be determined by multiplying $2,083.33 by the number of months (rounded to the nearest whole month) in the Offering Period and rounding to the nearest whole dollar, and (b) the share amount in Section 8.1 shall be determined by
multiplying 1,666 shares by the number of months (rounded to the nearest whole month) in the Offering Period and rounding to the nearest whole share. 
 8.3 Calendar Year Purchase Limitation. Notwithstanding any provision of the Plan to the contrary, no Participant shall be granted a Purchase Right which permits his or her right to purchase shares of Stock
under the Plan to accrue at a rate which, when aggregated with such Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating Company intended to meet the requirements of Section 423 of the
Code, exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. For purposes of the preceding
sentence, the Fair Market Value of shares purchased during a given Offering Period shall be determined as of the Offering Date for such Offering Period. The limitation described in this Section shall be applied in conformance with applicable
regulations under Section 423(b)(8) of the Code. 
 9. PURCHASE PRICE. 
 The Purchase Price at which each share of Stock may be acquired in an Offering Period upon the exercise of all or any portion of a Purchase Right shall
be established by the Board; provided, however, that the Purchase Price shall not be less than ninety-five percent (95%) of the Fair Market Value of a share of Stock on the Purchase Date. Subject to adjustment as provided in Section 22 and
unless otherwise provided by the Board, each Purchase Price for that Offering Period shall be ninety-five percent (95%) of the Fair Market Value of a share of Stock on the Purchase Date. 
 10. ACCUMULATION OF PURCHASE PRICE THROUGH PAYROLL
DEDUCTION. 
 Shares of Stock acquired pursuant to the exercise of all or any portion of a Purchase Right may be paid
for only by means of payroll deductions from the Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted, subject to the following: 
 10.1 Amount of Payroll Deductions. Except as otherwise provided herein, the amount to be deducted under the Plan from a Participant’s
Compensation on each payday during an Offering Period shall be determined by the Participant’s Subscription Agreement. The Subscription Agreement shall set forth the percentage of the Participant’s Compensation to be deducted on each
payday during an Offering Period in whole percentages of not less than one 

  

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percent (1%) (except as a result of an election pursuant to Section 10.3 to stop payroll deductions effective following the first payday
during an Offering) or more than ten percent (10%). The Board may change the foregoing limits on payroll deductions effective as of any future Offering Date. Amounts deducted shall be reduced by any amounts contributed by the Participant and applied
to the purchase of Company stock pursuant to any other employee stock purchase plan qualifying under Section 423 of the Code. 
 10.2
Commencement of Payroll Deductions. Payroll deductions shall commence on the first payday following the Offering Date and shall continue to the end of the Offering Period unless sooner altered or terminated as provided herein. 
 10.3 Election to Change or Stop Payroll Deductions. During an Offering Period, a Participant may elect to increase or decrease the rate of or to
stop deductions from his or her Compensation by delivering to the Company’s designated office an amended Subscription Agreement authorizing such change on or before the Change Notice Date, as defined below. A Participant who elects, effective
following the first payday of an Offering Period, to decrease the rate of his or her payroll deductions to zero percent (0%) shall nevertheless remain a Participant in the current Offering Period unless such Participant withdraws from the Plan as
provided in Section 12.1. The “Change Notice Date” shall be a date prior to the beginning of the first pay period for which such election is to be effective as established by the Company from time to
time and announced to the Participants. Unless otherwise established by the Company, the Change Notice Date shall be the seventh (7th) day prior to the end of the first pay period for which such election is to be effective. 
 10.4 Administrative Suspension of Payroll Deductions. The Company may, in its sole discretion, suspend a Participant’s payroll deductions
under the Plan as the Company deems advisable to avoid accumulating payroll deductions in excess of the amount that could reasonably be anticipated to purchase the maximum number of shares of Stock permitted (a) under the Participant’s
Purchase Right or (b) during a calendar year under the limit set forth in Section 8.3. Payroll deductions shall be resumed at the rate specified in the Participant’s then effective Subscription Agreement at the beginning,
respectively, of (a) the next Offering Period, provided that the individual is a Participant in such Offering Period or (b) the next Offering Period the Purchase Date of which falls in the following calendar year. 
 10.5 Participant Accounts. Individual bookkeeping accounts shall be maintained for each Participant. All payroll deductions from a
Participant’s Compensation shall be credited to such Participant’s Plan account and shall be deposited with the general funds of the Company. All payroll deductions received or held by the Company may be used by the Company for any
corporate purpose. 
 10.6 No Interest Paid. Interest shall not be paid on sums deducted from a Participant’s Compensation
pursuant to the Plan. 
 10.7 Voluntary Withdrawal from Plan Account. A Participant may withdraw all or any portion of the payroll
deductions credited to his or her Plan account and not previously applied toward the purchase of Stock by delivering to the Company’s designated office a written 

  

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notice on a form provided by the Company for such purpose. A Participant who withdraws the entire remaining balance credited to his or her Plan account shall
be deemed to have withdrawn from the Plan in accordance with Section 12.1. Amounts withdrawn shall be returned to the Participant as soon as practicable after the notice of withdrawal and may not be applied to the purchase of shares in
any Offering under the Plan. The Company may from time to time establish or change limitations on the frequency of withdrawals permitted under this Section, establish a minimum dollar amount that must be retained in the Participant’s Plan
account, or terminate the withdrawal right provided by this Section. 
 11. PURCHASE OF SHARES.

 11.1 Exercise of Purchase Right. On the Purchase Date of an Offering Period, each Participant who has not withdrawn from the Plan
and whose participation in the Offering has not terminated before such Purchase Date shall automatically acquire pursuant to the exercise of the Participant’s Purchase Right the number of whole shares of Stock determined by dividing
(a) the total amount of the Participant’s payroll deductions accumulated in the Participant’s Plan account during the Offering Period and not previously applied toward the purchase of Stock by (b) the Purchase Price. However, in
no event shall the number of shares purchased by the Participant during an Offering Period exceed the number of shares subject to the Participant’s Purchase Right. No shares of Stock shall be purchased on a Purchase Date on behalf of a
Participant whose participation in the Offering or the Plan has terminated before such Purchase Date. 
 11.2 Pro Rata Allocation of
Shares. If the number of shares of Stock which might be purchased by all Participants in the Plan on a Purchase Date exceeds the number of shares of Stock available in the Plan as provided in Section 4.1, the Company shall make a pro
rata allocation of the remaining shares in as uniform a manner as practicable and as the Company determines to be equitable. Any fractional share resulting from such pro rata allocation to any Participant shall be disregarded. 
 11.3 Delivery of Certificates. As soon as practicable after each Purchase Date, the Company shall arrange the delivery to each Participant of a
certificate representing the shares acquired by the Participant on such Purchase Date; provided that the Company may deliver such shares to a broker designated by the Company that will hold such shares for the benefit of the Participant. Shares to
be delivered to a Participant under the Plan shall be registered in the name of the Participant, or, if requested by the Participant, in the name of the Participant and his or her spouse, or, if applicable, in the names of the heirs of the
Participant. 
 11.4 Return of Cash Balance. Any cash balance remaining in a Participant’s Plan account following any Purchase
Date shall be refunded to the Participant as soon as practicable after such Purchase Date. However, if the cash balance to be returned to a Participant pursuant to the preceding sentence is less than the amount that would have been necessary to
purchase an additional whole share of Stock on such Purchase Date, the Company may retain the cash balance in the Participant’s Plan account to be applied toward the purchase of shares in the subsequent Offering Period. 
  

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 11.5 Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in
part, or at the time a Participant disposes of some or all of the shares he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local and foreign tax withholding obligations, if any, of the
Participating Company Group which arise upon exercise of the Purchase Right or upon such disposition of shares, respectively. The Participating Company Group may, but shall not be obligated to, withhold from the Participant’s compensation the
amount necessary to meet such withholding obligations. 
 11.6 Expiration of Purchase Right. Any portion of a Participant’s
Purchase Right remaining unexercised after the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of the Offering Period. 
 11.7 Reports and Stockholder Information to Participants. Each Participant who has exercised all or part of his or her Purchase Right shall
receive, as soon as practicable after the Purchase Date, a report of such Participant’s Plan account setting forth the total payroll deductions accumulated prior to such exercise, the number of shares purchased, the Purchase Price for such
shares, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded or retained in the Participant’s Plan account pursuant to Section 11.4. The report required by this
Section may be delivered in such form and by such means, including by electronic transmission, as the Company may determine. In addition, each Participant shall be provided information concerning the Company equivalent to that information
generally made available to the Company’s common stockholders. 
 12. WITHDRAWAL FROM OFFERING
OR PLAN. 
 12.1 Voluntary Withdrawal from the Plan. A Participant may withdraw from the Plan by
signing and delivering to the Company’s designated office a written notice of withdrawal on a form provided by the Company for this purpose. Such withdrawal may be elected at any time prior to the end of an Offering Period; provided, however,
that if a Participant withdraws from the Plan after a Purchase Date, the withdrawal shall not affect shares acquired by the Participant on such Purchase Date. A Participant who voluntarily withdraws from the Plan is prohibited from resuming
participation in the Plan in the same Offering from which he or she withdrew, but may participate in any subsequent Offering by again satisfying the requirements of Sections 5 and 7.1. The Company may impose, from time to time, a
requirement that the notice of withdrawal from the Plan be on file with the Company’s designated office for a reasonable period prior to the effectiveness of the Participant’s withdrawal. 
 12.2 Return of Payroll Deductions. Upon a Participant’s voluntary withdrawal from the Plan pursuant to Section 12.1, the
Participant’s accumulated payroll deductions which have not been applied toward the purchase of shares shall be refunded to the Participant as soon as practicable after the withdrawal, without the payment of any interest, and the
Participant’s interest in the Plan shall terminate. Such accumulated payroll deductions to be refunded in accordance with this Section may not be applied to any other Offering under the Plan. 
  

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 13. TERMINATION OF EMPLOYMENT OR
ELIGIBILITY. 
 Upon a Participant’s ceasing, prior to a Purchase Date, to be an Employee of the Participating
Company Group for any reason, including retirement, disability or death, or upon the failure of a Participant to remain an Eligible Employee, the Participant’s participation in the Plan shall terminate immediately. In such event, the payroll
deductions credited to the Participant’s Plan account since the last Purchase Date shall, as soon as practicable, be returned to the Participant or, in the case of the Participant’s death, to the Participant’s legal representative,
and all of the Participant’s rights under the Plan shall terminate. Interest shall not be paid on sums returned pursuant to this Section 13. A Participant whose participation has been so terminated may again become eligible to
participate in the Plan by satisfying the requirements of Sections 5 and 7.1. 
 14. CHANGE IN
CONTROL. 
 14.1 Definitions. 
 (a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with
respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or
consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. 
 (b) A “Change in Control” shall mean an Ownership Change Event or a series of related Ownership
Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions
as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of
the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect
beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be,
either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination
shall be final, binding and conclusive. 
 14.2 Effect of Change in Control on Purchase Rights. In the event of a Change in Control,
the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may assume the Company’s rights and obligations under the
Plan. If the Acquiring Corporation elects not to assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the then current Offering Period shall be accelerated to a date before the date of the Change
in Control specified 

  

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by the Board, but the number of shares of Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights which are neither assumed
by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. 
 15. NONTRANSFERABILITY OF PURCHASE RIGHTS. 
 A Purchase Right may not be transferred in any manner otherwise than by will or the laws of descent and distribution and shall be exercisable during the
lifetime of the Participant only by the Participant. 
 16. COMPLIANCE WITH SECURITIES
LAW. 
 The issuance of shares under the Plan shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities. A Purchase Right may not be exercised if the issuance of shares upon such exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law
or regulations or the requirements of any securities exchange or market system upon which the Stock may then be listed. In addition, no Purchase Right may be exercised unless (a) a registration statement under the Securities Act of 1933, as
amended, shall at the time of exercise of the Purchase Right be in effect with respect to the shares issuable upon exercise of the Purchase Right, or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Purchase Right may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by
the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or
regulation, and to make any representation or warranty with respect thereto as may be requested by the Company. 
 17. RIGHTS
AS A STOCKHOLDER AND EMPLOYEE. 
 A Participant shall have
no rights as a stockholder by virtue of the Participant’s participation in the Plan until the date of the issuance of a certificate for the shares purchased pursuant to the exercise of the Participant’s Purchase Right (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued,
except as provided in Section 4.2. Nothing herein shall confer upon a Participant any right to continue in the employ of the Participating Company Group or interfere in any way with any right of the Participating Company Group to
terminate the Participant’s employment at any time. 
  

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 18. LEGENDS. 
 The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or any provision convenient in the administration of the Plan on
some or all of the certificates representing shares issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to a Purchase Right in
the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include but shall not be limited to the following: 
 “THE SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON THE PURCHASE OF SHARES UNDER AN EMPLOYEE
STOCK PURCHASE PLAN AS DEFINED IN SECTION 423 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE TRANSFER AGENT FOR THE SHARES EVIDENCED HEREBY SHALL NOTIFY THE CORPORATION IMMEDIATELY OF ANY TRANSFER OF THE SHARES BY THE REGISTERED HOLDER
HEREOF. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE PLAN IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE).” 
 19. NOTIFICATION OF SALE OF SHARES. 
 The
Company may require the Participant to give the Company prompt notice of any disposition of shares acquired by exercise of a Purchase Right within two years from the date of granting such Purchase Right or one year from the date of exercise of such
Purchase Right. The Company may require that until such time as a Participant disposes of shares acquired upon exercise of a Purchase Right, the Participant shall hold all such shares in the Participant’s name (or, if elected by the
Participant, in the name of the Participant and his or her spouse but not in the name of any nominee) until the lapse of the time periods with respect to such Purchase Right referred to in the preceding sentence. The Company may direct that the
certificates evidencing shares acquired by exercise of a Purchase Right refer to such requirement to give prompt notice of disposition. 
 20.
NOTICES. 
 All notices or other communications by a Participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
 21. INDEMNIFICATION. 
 In addition to such other rights of indemnification as
they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the 

  

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Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and
necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with
the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however,
that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
 22. AMENDMENT OR TERMINATION OF THE PLAN. 
 The Board may at any time amend, suspend or terminate the Plan, except that (a) no such amendment, suspension or termination shall affect Purchase
Rights previously granted under the Plan unless expressly provided by the Board and (b) no such amendment, suspension or termination may adversely affect a Purchase Right previously granted under the Plan without the consent of the Participant,
except to the extent permitted by the Plan, or as may be necessary to qualify the Plan as an employee stock purchase plan pursuant to Section 423 of the Code or to comply with any applicable law, regulation or rule. Notwithstanding the
foregoing, in the event that the Board determines that continuation of the Plan or an Offering would result in unfavorable financial accounting consequences to the Company as a result of a change in the generally accepted accounting principles
applicable to the Plan, the Board may, in its discretion and without the consent of any Participant, including with respect to an Offering Period then in progress: (a) terminate the Plan or any Offering Period, (b) accelerate the Purchase
Date of any Offering Period, (c) reduce the discount applicable or the method of determining the Purchase Price in any Offering Period (e.g., by determining the Purchase Price solely on the basis of the Fair Market Value on the Purchase Date),
(d) reduce the maximum number of shares of Stock that may be purchased in any Offering Period or (e) take any combination of the foregoing actions. An amendment to the Plan must be approved by the stockholders of the Company within twelve
(12) months of the adoption of such amendment if the amendment would authorize the sale of more shares than are then authorized for issuance under the Plan or would change the definition of the corporations that may be designated by the Board
as Participating Companies. In the event that the Board approves an amendment to increase the number of shares authorized for issuance under the Plan (the “Additional Shares”), the Board, in its sole discretion,
may specify that such Additional Shares may only be issued pursuant to Purchase Rights granted after the date on which the stockholders of the Company approve such amendment, and such designation by the Board shall not be deemed to have adversely
affected any Purchase Right granted prior to the date on which the stockholders approve the amendment. 
  

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 IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing SAFLINK
Corporation 2005 Employee Stock Purchase Plan was duly adopted by the Board of Directors of the Company on May 31, 2005. 
  

	
	
	   
	 Secretary



  

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 PLAN HISTORY 
  

			
	May 31, 2005	  	Board adopts Plan with a share reserve of 300,000 shares.
		
	August 25, 2005	  	Stockholders approve Plan with a share reserve of 300,000 shares.
		
	November 18, 2005	  	Compensation Committee determines that the Purchase Price for the first Offering Period and for each Subsequent Offering Period shall be ninety-five percent (95%) of the Fair Market Value of
a share of Stock on the Purchase Date.
		
	December 31, 2005	  	Compensation Committee determines that the Initial Offering Period shall commence on March 1, 2006, and shall end on August 31, 2006; and that Subsequent Offering Periods shall commence on or
about March 1 and September 1 of each year and end on or about the last days of the next August and February, respectively, occurring thereafter.

  

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 SAFLINK CORPORATION 
 2005 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
  

							
	NAME (Please print): _________________________________________________________________________________________
		 	(Last)	  	(First)	  	(Middle)

  

	TM	Original application for the Offering Period beginning (date):________________________________________ 

 Change in payroll deduction rate effective with the pay period ending (date):_________________________________ 
  

	I.	SUBSCRIPTION 

 I elect to participate in the 2005
Employee Stock Purchase Plan (the “Plan”) of SAFLINK Corporation (the “Company”) and to subscribe to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.

 I authorize payroll deductions of
                     percent (in whole percentages not less than 1%, unless an election to stop deductions is being made, or more than 10%) of
my “Compensation” on each payday throughout the “Offering Period” in accordance with the Plan. I understand that these payroll deductions will be accumulated for the purchase of shares of Common Stock at the
applicable purchase price determined in accordance with the Plan. Except as otherwise provided by the Plan, I will automatically purchase shares on each “Purchase Date” unless I withdraw from the Plan by giving written notice on a
form provided by the Company or unless my eligibility or employment terminates. 
 I understand that I will automatically participate in each
subsequent Offering that commences immediately after the last day of an Offering in which I am participating until I withdraw from the Plan by giving written notice on a form provided by the Company or my eligibility or employment terminates.

 Shares I purchase under the Plan should be issued in the name(s) set forth below. (Shares may be issued in the participant’s name
alone or together with the participant’s spouse as community property or in joint tenancy.) 
  

			
	NAME(S) (please print):	  	  


			
		
	ADDRESS:	  	  


			
		
	MY SOCIAL SECURITY NUMBER:	  	  

 I agree to make adequate provision for the federal, state, local and foreign tax withholding
obligations, if any, which arise upon my purchase of shares under the Plan and/or my disposition of shares. The Company may withhold from my compensation the amount necessary to meet such withholding obligations. 
 I agree that, unless otherwise permitted by the Company, until I dispose of shares I purchase under the Plan, I will hold such shares in the name(s)
entered above (and not in the name of any nominee) until the later of (i) two years after the first day of the Offering Period in which I purchased the shares and (ii) one year after the Purchase Date on which I purchased the shares.

 I agree that I will notify the Chief Financial Officer of the Company in writing within 30 days after any sale, gift, transfer or other
disposition of any kind prior to the end of the periods referred to in the preceding paragraph (a “Disqualifying Disposition”) of any shares I purchased under the Plan. If I do not respond within 30 days of the date of a Disqualifying
Disposition Survey delivered to me by certified mail, the Company is authorized to treat my nonresponse as 

  

 1 








 
my notice to the Company of a Disqualifying Disposition and to compute and report to the Internal Revenue Service the ordinary income I must recognize
upon such Disqualifying Disposition. 
  

	II.	PARTICIPANT DECLARATION 

 Any election I have made
on this form revokes all prior elections with regard to this form. 
 I am familiar with the provisions of the Plan and agree to participate
in the Plan subject to all of its provisions. I understand that the Board of Directors of the Company reserves the right to terminate the Plan or to amend the Plan and my right to purchase stock under the Plan to the extent provided by the Plan. I
understand that the effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. 
  

							
				
	Date:	 	 _____________________________
	 		 	  
		 		 		 	Signature of Participant

  

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 SAFLINK CORPORATION 
 2005 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
  

							
	NAME (Please print):	 	  
		 	(Last)	  	(First)	  	(Middle)

  

	TM	Withdrawal from Plan in full. 

  

	TM	Partial withdrawal of payroll deductions from Plan account. 

  

	I.	WITHDRAWAL IN FULL 

 I elect to withdraw from the
SAFLINK Corporation 2005 Employee Stock Purchase Plan (the “Plan”) and the Offering which began on (date)
                     and in which I am participating (the “Current Offering”). 
 Elect either A or B below: 
  

					
	TM	  	A.	  	Immediate Termination. I elect to terminate immediately my participation in the Current Offering and the Plan. I request that the Company cease all further payroll deductions under the
Plan (provided I have given sufficient notice before the next payday). My payroll deductions not previously used to purchase shares should not be used to purchase shares in the Current Offering. Instead, I request that all such amounts be
paid to me as soon as practicable. I understand that this election immediately terminates my interest in the Current Offering and in the Plan.
			
	TM	  	B.	  	Termination After Next Purchase. I elect to terminate my participation in the Plan following my purchase of shares on the next Purchase Date of the Current Offering. I request that the
Company cease all further payroll deductions under the Plan (provided I have given sufficient notice before the next payday). All payroll deductions credited to my Plan account should be used to purchase shares on the next Purchase Date of the
Current Offering to the extent permitted by the Plan. I understand that this election will terminate my interest in the Plan immediately following such purchase. I request that any cash balance remaining in my Plan account after my purchase of
shares be paid to me as soon as practicable.

 I understand that I am terminating my interest in the Plan and that no further payroll deductions
will be made (provided I have given sufficient notice before the next payday), unless I elect to become a participant in another Offering by filing a new Subscription Agreement with the Company. I understand that I will receive no interest on the
amounts paid to me from my Plan account, and that I may not apply such amounts to any other Offering under the Plan or any other employee stock purchase plan of the Company. 
  

	II.	PARTIAL WITHDRAWAL OF PAYROLL DEDUCTIONS 

 Amount of
withdrawal requested: $                     
 I request that the above amount not previously used to purchase shares under the Plan be withdrawn from my Plan account and paid to me as soon as practicable. If the amount requested constitutes the entire balance of
my Plan account, I understand that I will be treated as having elected to withdraw in full from the Plan in accordance with alternative A above. I understand that I will receive no interest on the amounts paid to me from my Plan account, and that I
may not apply such amounts to any other Offering under the Plan or any other employee stock purchase plan of the Company. 
  

									
					
	Date:	 	 _____________________________
	 		 	Signature: