Re: Inducement Offer to Exercise Warrants Issued in October 2025
BIO KEY INTERNATIONAL INC
BIO-KEY INTERNATIONAL, INC.
August 10, 2026
Holder of Warrants Issued in October 2025
| Re: | Inducement Offer to Exercise Warrants Issued in October 2025 |
Dear Holder:
BIO-key International, Inc., a Delaware corporation (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in consideration for exercising for cash all of the Company’s warrants to purchase an aggregate of 618,334 shares of Common Stock, issued to you on October 28, 2025 with an exercise price of $10.20 per share and termination date of October 28, 2030 (the “Existing Warrants”), as set forth on the signature page hereto. The resale of the shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) has been registered pursuant to the registration statements on Form S-1 (File No. 333-291728) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise of the Existing Warrants pursuant to this letter agreement, will be effective for the resale of the Warrant Shares. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants (as defined herein).
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