Exhibit 10.2
EXHIBIT A
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS.
THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
BIO-KEY INTERNATIONAL, INC.
WARRANT
Warrant No. [
]
Dated:
March 31, 2004
BIO-key International, Inc., a Minnesota corporation (the "Company"), hereby
certifies that, for value received, [Name of Holder] or its registered assigns
(the "Holder"), is entitled to purchase from the Company up to a total of
[
] shares of common stock, $.01 par value per share (the "Common
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
the "Warrant Shares") at an exercise price equal to $1.755 per share (as
adjusted from time to time as provided in Section 9, the "Exercise Price"), at
any time and from time to time from and after the date hereof and through and
including the date that is five (5) years from the Effective Date (the
"Expiration Date"), and subject to the following terms and conditions.
This
Warrant (this "Warrant") is one of a series of similar warrants issued pursuant
to that certain Securities Purchase Agreement, dated as of the date hereof, by
and among the Company and the Purchasers identified therein (the "Purchase
Agreement").
All such warrants are referred to herein, collectively, as the
"Warrants."
1.
DEFINITIONS.
IN ADDITION TO THE TERMS DEFINED ELSEWHERE IN THIS
WARRANT, CAPITALIZED TERMS THAT ARE NOT OTHERWISE DEFINED HEREIN HAVE THE
MEANINGS GIVEN TO SUCH TERMS IN THE PURCHASE AGREEMENT.
2.
REGISTRATION OF WARRANT.
THE COMPANY SHALL REGISTER THIS
WARRANT, UPON RECORDS TO BE MAINTAINED BY THE COMPANY FOR THAT PURPOSE (THE
"WARRANT REGISTER"), IN THE NAME OF THE RECORD HOLDER HEREOF FROM TIME TO TIME.
THE COMPANY MAY DEEM AND TREAT THE REGISTERED HOLDER
OF THIS WARRANT AS THE ABSOLUTE OWNER HEREOF FOR THE PURPOSE OF ANY EXERCISE
HEREOF OR ANY DISTRIBUTION TO THE HOLDER, AND FOR ALL OTHER PURPOSES, ABSENT
ACTUAL NOTICE TO THE CONTRARY.
3.
REGISTRATION OF TRANSFERS.
THE COMPANY SHALL REGISTER THE
TRANSFER OF ANY PORTION OF THIS WARRANT IN THE WARRANT REGISTER, UPON SURRENDER
OF THIS WARRANT, WITH THE FORM OF ASSIGNMENT ATTACHED HERETO DULY COMPLETED AND
SIGNED, TO THE TRANSFER AGENT OR TO THE COMPANY AT ITS ADDRESS SPECIFIED
HEREIN.
UPON ANY SUCH REGISTRATION OR TRANSFER, A NEW WARRANT TO PURCHASE
COMMON STOCK, IN SUBSTANTIALLY THE FORM OF THIS WARRANT (ANY