Portions of this document have been redacted pursuant to a request for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are
indicated with the notation “[***]”
This Purchasing Agreement (the “Agreement”) dated as of the day of , 2008, by and among the
undersigned, ICOP Digital, Inc., a Colorado corporation (hereinafter called “CLIENT”) and [***] (hereinafter called
“PURCHASER”). CLIENT and PURCHASER agree as follows:
CLIENT desires to obtain financing in the amount of Five Million Dollars ($5,000,000.00), which may be amended from time
to time at PURCHASER’S discretion, by selling and assigning to PURCHASER Accounts (as hereinafter defined) at a discount
below face value.
“Account” means and includes all of CLIENT’S now existing or hereafter arising i) accounts as defined under the UCC,
and ii) rights to payment for goods, merchandise, or inventory sold, rented, or leased, or for services rendered, including
without limitation, those which are not evidenced by instruments or chattel paper, and whether or not they have been earned by
performance, all collateral security and guarantees of any kind given by any obligor with respect to any of the foregoing, and all
goods returned to or reclaimed by Client that correspond to any of the foregoing and all proceeds of the foregoing.
“Advances” means all funds remitted to CLIENT by Purchaser and at CLIENT’S request from the sale and assignment of
CLIENT’S Accounts to Purchaser prior to the collection thereof by PURCHASER.
“Alternate Base Rate” is defined as the greater of (1) LIBOR plus 2.75% or (2) Prime Rate.
“Customer” means CLIENT’S customer or the account debtor.
“Collateral” means the intangible or tangible property given as security to PURCHASER by CLIENT for any Obligations of
CLIENT to PURCHASER as defined in Section 5.
“Dispute” means any claim b