EX-4.3 Form of Preferred Stock Purchase Warrant



 





Exhibit 4.3



THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SUCH LAWS.




AUTHENTEC, INC.




Preferred Stock Purchase Warrant




     AuthenTec, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value
received, ______________________ or its assigns or transferees (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company on or after the earliest of the following
to occur: (i) the closing of the Next Equity Financing, (ii) immediately prior to a Change in
Control (as defined in the Purchase Agreement, as defined below)) or (iii) June 30, 2001, and
before 5:00 P.M., New York time, on September 25, 2010, such number of fully paid and nonassessable
shares of Offered Securities as set forth in Section 1(a) (the “Warrant Shares”), at the Exercise
Price. The number and character of the Warrant Shares and the Exercise Price are subject to
adjustment as provided herein.



     This Warrant is issued pursuant to, and is subject to the terms and conditions of, the
Purchase Agreement (as defined below). All capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to such terms in the Note. The following terms, unless
the context otherwise requires, have the following respective meanings for purposes of this
Warrant:




	 	(a)	 	“Company” shall include AuthenTec, Inc. and any corporation
that shall succeed or assume the obligations of the Company hereunder.
	 
	 	(b)	 	“Common Stock” includes (i) the Company’s Common Stock, $0.01
par value per share, and (ii) any other securities into which or for which any
of the securities described in (i) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or other
similar corporate rearrangement.




 









 






	 	(c)	 	“Certificate of Incorporation” shall mean the Company’s
Restated Certificate of Incorporation, as amended.
	 
	 	(d)	 	“Convertible Stock” means the Convertible Stock issued and sold
by the Company pursuant to the Convertible Stock and Warrant Purchase
Agreement.
	 
	 	(e)	 	“Convertible Stock and Warrant Purchase Agreement” means the
Convertible Stock and Warrant Purchase Agreement, between the Company and the
other party thereto, of even date herewith.
	 
	 	(f)	 	“Exercise Price” means the purchase price per share paid for
the Offered Securities by investors in the Next Equity Financing (as defined
below); provided, however, that (A) if the closing of the Next
Equity Financing does not occur on or before June 30, 2001 or (B) upon a Change
in Control (as defined in the Purchase Agreement) prior to the closing of the
Next Equity Financing, “Exercise Price” shall mean the lesser of (i) the
Conversion Price (as defined in the Certificate of Incorporation) for the
Company’s Series A Convertible Preferred Stock in effect at the time of
exercise of this Warrant and (ii) One Dollar ($1.00) (as appropriately adjusted
for stock splits, stock dividends and similar events affecting the capital
stock of the Company after the date hereof).
	 
	 	(g)	 	“Notes” means the Convertible Promissory Notes issued by the
Company pursuant to the Convertible Promissory Note and Warrant Purchase
Agreement, between the Company and the other parties thereto, of even date
herewith (the “Purchase Agreement”).
	 
	 	(h)	 	“Note Amount” means, with respect to each Note, that amount
equal to 10% of the original principal amount of such Note issued to such
Holder pursuant to the Purchase Agreement.
	 
	 	(i)	 	“Offered Securities” means the preferred stock of the Company
issued and sold at the close of the Company’s next equity financing in a single
transaction or series of related transactions yielding gross proceeds to the
Company of at least $15,000,000 in the aggregate, including conversion of all
outstanding Notes and Convertible Stock (the “Next Equity Financing”);
provided, however, that if the closing of the Next Equity
Financing does not occur on or before June 30, 2001, “Offered Securities” shall
mean the Company’s Series A Convertible Preferred Stock; provided
further, that upon a Change in Control (as defined in the Purchase
Agreement) prior to the Next Equity Financing, “Offered Securities” shall mean
the Company’s Series A Convertible Preferred Stock; and the term “Offered
Securities” includes any other securities into which or for which
any of the securities described above may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or
other similar corporate rearrangement.




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     1. Exercise of Warrant; Number of Shares.



          (a) Number of Shares. The Holder may exercise this Warrant at any time and from time
to time after the date hereof in accordance with the terms and conditions set forth herein. The
Holder is entitled, upon exercise of this Warrant, to purchase from the Company the number of
Warrant Shares equal to the Note Amount divided by the Exercise Price.




          (b) Full Exercise. This Warrant may be exercised by the Holder by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by the Holder to the Company
at its principal office, accompanied by payment, in cash or by certified or official bank check
payable to the order of the Company, in the amount obtained by multiplying the number of Warrant
Shares for which this Warrant is then exercisable by the applicable Exercise Price.




          (c) Partial Exercise. This Warrant may be exercised in part by surrender of the
Warrant in the manner and at the place provided in Section 1(b) except that the amount payable by
the Holder on such partial exercise shall be the amount obtained by multiplying (i) the number of
Warrant Shares designated by the Holder in the subscription at the end hereof by (ii) the
applicable Exercise Price. On any such partial exercise the Company at its expense will forthwith
issue and deliver to or upon the order of the Holder a new warrant or warrants of like tenor, in
the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer
taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares
of Warrant Shares for which such warrant or warrants may still be exercised.




          (d) Exercise by Exchange of Warrant. In addition to and without limiting the rights
of the Holder under the terms hereof, the Holder may, at its option, elect to pay some or all of
the Exercise Price payable upon an exercise of this Warrant by cancelling a portion of this Warrant
exercisable for such number of Warrant Shares as is determined by dividing (i) the total Exercise
Price payable in respect of the number of Warrant Shares being purchased upon such exercise by (ii)
the excess of the Fair Market Value of one Warrant Share (as defined below) as of the Exercise Date
(as defined in Section 1(e) below) over the Exercise Price per share. If the Holder wishes to
exercise this Warrant pursuant to this method of payment with respect to the maximum number of
Warrant Shares purchasable pursuant to this method, then the number of Warrant Shares so
purchasable shall be equal to the total number of Warrant Shares, minus the product obtained by
multiplying (x) the total number of Warrant Shares by (y) a fraction, the numerator of which shall
be the Exercise Price per share and the denominator of which shall be the Fair Market Value of one
Warrant Share as of the Exercise Date. The Fair Market Value of one Warrant Share shall be
determined as follows:




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               (i) if the Warrant Shares are listed on a national securities exchange, the Nasdaq National
Market or another nationally recognized trading system as of the Exercise
Date, the Fair Market Value of one Warrant Share shall be deemed to be the average of the high and
low reported sale prices per Warrant Share thereon on the trading day immediately preceding the
Exercise Date (provided that if no such price is reported on such day, the Fair Market Value of one
Warrant Share shall be determined pursuant to clause (iii)).




               (ii) if the Warrant Shares are exercisable for securities that are listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized trading system as
of the Exercise Date, the Fair Market Value of one Warrant Share shall be deemed to be the product
of (A) the average of the high and low reported sale prices per Warrant Share thereon on the
trading day immediately preceding the Exercise Date and (B) the number of shares of such security
into which one Warrant Share is convertible at the date of calculation (provided that if no such
price is reported on such day, the Fair Market Value of one Warrant Share shall be determined
pursuant to clause (iii)).




               (iii) If neither the Warrant Shares nor the securities for which the Warrant Shares are
exercisable are listed on a national securities exchange, the Nasdaq National Market or another
nationally recognized trading system as of the Exercise Date, the Fair Market Value of one Warrant
Share shall be deemed to be the highest price per share which the Company could obtain on the date
of calculation from a willing buyer for Warrant Shares issued by the Company, as determined in good
faith by the Board of Directors.



Upon any such exercise, the number of Warrant Shares purchasable upon exercise of the Warrant shall
be reduced by such designated number of Warrant Shares and, if a balance of purchasable Warrant
Shares remains after such exercise, the Company shall execute and deliver to the Holder a new
Warrant for such balance of Warrant Shares. No payment of any cash or other consideration shall be
required or permitted. No fractional shares arising out of the above formula for determining the
number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof
make payment to the Holder of cash in the amount of such fraction multiplied by the then current
market value of such securities on the date of the exchange.




          (e) Exercise Date. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this Warrant shall have
been surrendered to the Company, or at such later date as may be specified in such request (the
“Exercise Date”). At such time, the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.




          (f) Company Acknowledgment. The Company will, at the time of the exercise of the
Warrant and upon the request of the Holder, acknowledge in writing its continuing obligation to
afford to the Holder any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any
such request, such failure shall not affect the continuing obligation of the Company to afford to
the Holder any such rights.




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     2. Delivery of Stock Certificates on Exercise. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within ten days thereafter, the
Company, at its expense (including the payment by it of any applicable issue taxes), will cause to
be issued in the name of and delivered to the Holder, or as the Holder (upon payment by the Holder
of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully
paid and non-assessable Warrant Shares to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which the Holder would otherwise be entitled, cash equal
to such fraction multiplied by the then current market value of one full share, together with any
other stock or other securities and property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.



     3. Adjustment for Dividends in Other Stock, Property, Reclassification. In case at
any time or from time to time, the holders of Common Stock or Warrant Shares shall have received,
or (on or after the record date fixed for the determination of shareholders eligible to receive)
shall have become entitled to receive, without payment therefor,




	 	(a)	 	other or additional stock or other securities or property
(including cash, other than cash out of earnings or earned surplus, determined
in accordance with generally accepted accounting principles) by way of
dividend, or
	 
	 	(b)	 	other or additional stock or other securities or property
(including cash, other than cash out of earnings or earned surplus, determined
in accordance with generally accepted accounting principles) by way of
spin-off, split-up, reclassification, recapitalization, combination of shares
or similar corporate rearrangement or other distribution,




other than additional shares of Common Stock or Warrant Shares issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 5), then and in each such
case the Holder, on the exercise hereof as provided in Section 1, shall be entitled to receive the
amount of stock and other securities and property (including cash) that Holder would hold on the
date of such exercise if on the date hereof had he been the holder of record of the number of
Warrant Shares called for on the face of this Warrant and had thereafter, during the period from
the date hereof to and including the date of such exercise, retained such shares and all such other
or additional stock and other securities and property (including cash) receivable by him as
aforesaid during such period, giving effect to all adjustments called for during such period by
Sections 4 and 5.




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     4. Adjustment for Reorganization, Consolidation, Merger.



          (a) General. In case at any time or from time to time, the Company shall (i) effect a
reorganization or recapitalization, (ii) consolidate with or merge into any other person, or (iii)
transfer all or substantially all of its properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then, in each such case, except as
otherwise provided in Section 4(c) hereof, the holder of this Warrant, on the exercise hereof,
as provided in Section 1, at any time after the consummation of such reorganization,
recapitalization, consolidation or merger or the effective date of such dissolution, as the case
may be, shall receive, in lieu of the Warrant Shares issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property (including cash)
to which such holder would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this Warrant immediately prior
thereto, all subject to further adjustment thereafter as provided in Sections 3 and 5.




          (b) Dissolution. Except as otherwise provided in Section 4(c) hereof, in the event of
any dissolution of the Company following the transfer of all or substantially all of its properties
or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where applicable) receivable
by the holders of this Warrant after the effective date of such dissolution pursuant to this
Section 4 to a bank or trust company, as trustee for the holder or holders of this Warrant.




          (c) Continuation of Terms. Except as otherwise provided herein, upon any
reorganization, consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 4, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the case of any such
transfer, the person acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this Warrant.




     5. Adjustment for Extraordinary Events. In the event that the Company shall (a)
subdivide its outstanding shares of Common Stock or Offered Securities, or (b) combine its
outstanding shares of Common Stock or Offered Securities into a smaller number of shares of Common
Stock or Offered Securities, as applicable, then, in each such event, the Exercise Price shall,
simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price
by a fraction, the numerator of which shall be the number of shares of Common Stock or Offered
Securities, as applicable, outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock or Offered Securities outstanding immediately after
such event, and the product so obtained shall thereafter be the Exercise Price then in effect.



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     In the event that the Company shall issue additional shares of Common Stock or Offered
Securities as a dividend or other distribution on outstanding Common Stock or Offered Securities,
or fix a record date for the determination of holders of Common Stock or Offered Securities
entitled to receive such dividend or distribution, then, in each such event, the Exercise Price
shall, simultaneously with the happening of such event, or in the event such a record date shall
have been fixed, as of such record date, be adjusted by multiplying the then Exercise Price by a
fraction, the numerator of which shall be the number of shares of Common Stock or Offered
Securities, as applicable, outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock or Offered Securities outstanding immediately after
such event, and the product so obtained shall thereafter be the Exercise Price then in effect.



     The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described in this Section 5. The holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to receive that number of
Warrant Shares determined by multiplying the number of shares of Offered Securities or Common
Stock, as applicable, which would otherwise (but for the provisions of this Section 5) be issuable
on such exercise by a fraction, the numerator of which is the Exercise Price that would otherwise
(but for the provisions of this Section 5) be in effect, and the denominator of which is the
Exercise Price in effect on the date of such exercise.



     6. No Dilution or Impairment. The Company will not, by amendment of its charter or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder against dilution or other impairment. Without limiting the
generality of the foregoing, the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on such exercise, (b)
will take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of stock on the exercise of all Warrants
from time to time outstanding, (c) will not issue any capital stock of any class which is preferred
as to dividends or as to the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall be limited to a fixed sum
or percentage of par value in respect of participation in dividends and in any such distribution of
assets, and (d) will not transfer all or substantially all of its properties and assets to any
other person (corporate or otherwise), or consolidate with or merge into any other person or permit
any such person to consolidate with or merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in writing and will be bound by all the
terms of this Warrant.



     7. Certificate as to Adjustments. In each case of any adjustment or readjustment in
the Warrant Shares issuable on the exercise of this Warrant, the Company at its expense will
promptly cause its Treasurer or Chief Financial Officer to compute such adjustment or readjustment
in accordance with the terms of this Warrant and prepare a certificate setting forth such
adjustment or



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readjustment (including the kind and amount of securities, cash or other property for
which this Warrant shall be exercisable and the Exercise Price) and showing in detail the facts
upon which such adjustment or readjustment is based, including a statement of (a) the number of
shares of Offered Securities or Common Stock, as the case may be, outstanding or deemed to be
outstanding, and (b) the Exercise Price and the number of shares of Warrant Shares to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale and
as adjusted and readjusted as provided in this Warrant. The Company will, as soon as practical,
mail a copy of each such certificate to any holder of this Warrant, and will, on the written
request at any time of any holder of this Warrant, furnish to the Holder a like certificate setting
forth the number of Warrant Shares that the Holder may purchase pursuant to this Warrant, the
Exercise Price then in effect, and the manner in which the foregoing was calculated.



8. Notices of Record Date, Etc. In the event of





	 	(a)	 	any taking by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, or
	 
	 	(b)	 	any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any transfer of all
or substantially all the assets of the Company to or consolidation or merger of
the Company with or into any other person, or any voluntary or involuntary
dissolution, liquidation or winding-up of the Company,




then and in each such event the Company will mail or cause to be mailed to any holder of this
Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of record of Offered
Securities or Common Stock shall be entitled to exchange their shares of Offered Securities or
Common Stock for securities or other property deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and
(iii) the amount and character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons
or class of persons to whom such proposed issue or grant is to be offered or made. Such notice
shall be mailed at least 20 days prior to the date specified in such notice on which any such
action is to be taken. In addition, the Company shall give any holder of this Warrant a copy of
any notice given to holders of Common Stock or Offered Securities at the same time that such notice
is given to the holders of Common Stock or Offered Securities.




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     9. Amendment. This Warrant is one of a series of Warrants issued by the Company
pursuant to the Purchase Agreement and the Convertible Stock and Warrant Purchase Agreement, all
dated the date hereof and of like tenor, except as to the number of Warrant Shares subject thereto
(collectively, the “Company Warrants”). Any term of this Warrant may be amended or waived upon the
written consent of the Company and the holders of Company Warrants representing at least fifty-five
percent (55%) of Warrant Shares then subject to outstanding Company Warrants; provided that any
such amendment or waiver must apply to all
Company Warrants then outstanding; and provided further that the number of Warrant Shares subject
to this Warrant and the Exercise Price of this Warrant may not be amended, and the right to
exercise this Warrant may not be waived, without the written consent of the Holder.



     10. Reservation of Stock, etc., Issuable on Exercise of Warrant.
The Company will at all times reserve and keep available, solely for issuance and delivery on the
exercise of this Warrant, all Warrant Shares from time to time issuable on the exercise hereof.
Any Warrant Shares issued hereunder shall be deemed to be “Shares” as such term is defined in the
Purchase Agreement.



     11. Exchange of Warrant. On surrender for exchange of this Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to or on the order of
the Holder thereof a new warrant or warrant of like tenor, in the name of the Holder or as the
Holder (on payment by the Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of Warrant Shares called for on the face or
faces of this Warrant or Warrants so surrendered.



     12. Warrant Agent. The Company may, by written notice to any holder of this Warrant,
appoint an agent for the purpose of issuing Warrant Shares on the exercise of this Warrant pursuant
to Section 1 or exchanging this Warrant pursuant to Section 11, and thereafter any such issuance or
exchange, as the case may be, shall be made at such office by such agent.



     13. Negotiability, Etc. This Warrant is issued upon the following terms, to all of
which any holder or owner hereof by the taking hereof consents and agrees:




	 	(a)	 	title to this Warrant may be transferred by endorsement (by the
Holder executing the form of assignment at the end hereof) and delivery in the
same manner as in the case of a negotiable instrument transferable by
endorsement and delivery;
	 
	 	(b)	 	any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona
fide purchaser hereof for value; each prior taker or owner waives and renounces
all of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title
hereto and to all rights represented hereby; and




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	 	(c)	 	until this Warrant is transferred on the books of the Company,
the Company may treat the registered Holder as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.





     14. Notices, Etc. All notices and other communications from the Company to the Holder
of this Warrant shall be mailed by first class registered or certified mail, postage prepaid,
at such address as may have been furnished to the Company in writing by the Holder or, until the
Holder furnishes to the Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company. All notices and other communications from
the Holder or in connection herewith to the Company shall be mailed by first-class certified or
registered mail, postage prepaid, to the Company at its principal office set forth below. If the
Company should at any time change the location of its principal office to a place other than as set
forth below, it shall give prompt written notice to the Holder and thereafter all references in
this Warrant to the location of its principal office at the particular time shall be as so
specified in such notice.



     15. Governing Law. This Warrant shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without reference to the conflicts of laws provisions
thereof).



     16. Miscellaneous. The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof. This Warrant is being executed as
an instrument under seal. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.



	 	 	 	 	 
	Issue Date: September ___, 2000	AUTHENTEC, INC.

 	 
	 	By:  	
 	 
	 	 	Scott Moody, President 	 
	 	 	 	 	 
	 	 	Address:	 	 
	 	 	 	 
	 




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FORM OF SUBSCRIPTION




(To be signed only on exercise of Warrant)




			
	TO: AuthenTec, Inc.
	 	Dated: _____________






     The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___),
hereby irrevocably elects to purchase (check applicable box):




	 	o 	 _____________ shares of the ___Stock covered by such Warrant; or
	 
	 	o 	 the maximum number of shares of _____________ Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 1(d).





     The undersigned herewith makes payment of the full purchase price for such shares at the price
per share provided for in such Warrant, which is $___. Such payment takes the form of (check
applicable box or boxes):




	 	 	o $_____________ in lawful money of the United States; and/or
	 
	 	 	o the cancellation of such portion of the attached Warrant as is exercisable for
a total of _____________ Warrant Shares (using a Fair Market Value of
$ _____________  per share for
purposes of this calculation); and/or
	 
	 	 	o the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in Section 1(d), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in Section 1(d).





     The undersigned hereby also requests that the certificates for such shares be issued in the
name of, and delivered to _____________, whose address is _____________.



	 	 	 
	Dated:
	 	 
	 

	 	 
	 

	 	(Signature must conform to name of holder as
specified on the face of this Warrant)
	 
	 	 
	 

	 	 
	 

	 	(Address)







 









 








FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)




     For value received, the undersigned hereby sells, assigns, and transfers unto _____________
the right represented by the within Warrant to purchase that number of shares of _____________;
Stock of AuthenTec, Inc. to which the within Warrant relates, and appoints _____________;
Attorney to transfer such right on the books of AuthenTec, Inc. with full power of substitution in
the premises.



	 	 	 
	Dated:
	 	 
	 

	 	 
	 

	 	(Signature must conform to name of holder as
specified on the face of this Warrant)
	 
	 	 
	 

	 	 
	 

	 	(Address)






Signed in the presence of:



____________________________