UNDER ANY TRANSACTION DOCUMENT ARE
SEVERAL AND NOT JOINT WITH THE OBLIGATIONS OF ANY OTHER PURCHASER, AND NO
PURCHASER SHALL BE RESPONSIBLE IN ANY WAY FOR THE PERFORMANCE OF THE OBLIGATIONS
OF ANY OTHER PURCHASER UNDER ANY TRANSACTION DOCUMENT.
THE DECISION OF EACH
PURCHASER TO PURCHASE SHARES PURSUANT TO THIS AGREEMENT HAS BEEN MADE BY SUCH
PURCHASER INDEPENDENTLY OF ANY OTHER PURCHASER AND INDEPENDENTLY OF ANY
INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE BUSINESS, AFFAIRS,
OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR OF THE SUBSIDIARY WHICH
MAY HAVE BEEN MADE OR GIVEN BY ANY OTHER PURCHASER OR BY ANY AGENT OR EMPLOYEE
OF ANY OTHER PURCHASER, AND NO PURCHASER OR ANY OF ITS AGENTS OR EMPLOYEES SHALL
HAVE ANY LIABILITY TO ANY OTHER PURCHASER (OR ANY OTHER PERSON) RELATING TO OR
ARISING FROM ANY SUCH INFORMATION, MATERIALS, STATEMENTS OR OPINIONS.
NOTHING
CONTAINED HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY
PURCHASER PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE PURCHASERS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE PURCHASERS ARE IN ANY WAY ACTING IN CONCERT OR AS
A GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENT.
EACH PURCHASER ACKNOWLEDGES THAT NO OTHER PURCHASER HAS
ACTED AS AGENT FOR SUCH PURCHASER IN CONNECTION WITH MAKING ITS INVESTMENT
HEREUNDER AND THAT NO OTHER PURCHASER WILL BE ACTING AS AGENT OF SUCH PURCHASER
IN CONNECTION WITH MONITORING ITS INVESTMENT HEREUNDER.
EACH PURCHASER SHALL BE
ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF THE OTHER
TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER PURCHASER TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE. EACH
PURCHASER REPRESENTS THAT IT HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL
COUNSEL IN ITS REVIEW AND NEGOTIATIONS OF THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS.
[SIGNATURE PAGES TO FOLLOW]
31
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.
BIO-KEY INTERNATIONAL, INC.
By:
Name:
Michael W. DePasquale
Title:
Chief Executive Officer
Address for Notice:
Suite 175
1285 Corporate Center Drive
Eagan, MN 55121
Phone: (651) 687-0414
Attn:
Chief Executive Officer
With a copy to:
Choate, Hall & Stewart
53 State Street
Boston, MA 02109
Facsimile No.: 617 248-4000
Telephone No.: 617 248-5000
Attn:
Charles J. Johnson, Esq.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOR PURCHASERS FOLLOW]
[PURCHASER ]
By:
Name:
Title:
Number of Units:
[
]
Underlying Shares subject to
Warrants: [
]
Address for Notice:
[
]
[
]
[
]
[
]
Facsimile No.:
[
]
Telephone No.:
[
]
Attn:
[
]
Exhibits:
A
Form of Warrant
B
Plan of Distribution
C
Transfer Agent Instructions
D
Selling Stockholder Questionnaire