THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
ACCORDANCE WITH RULE 144, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
FOR THE HOLDER OF THESE SECURITIES, REASONABLY SATISFACTORY TO THE COMPANY,
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
OPTION TO PURCHASE COMMON STOCK
BIO-KEY INTERNATIONAL, INC.
Void after September 4, 2009
This certifies that, for value received, THOMAS J. COLATOSTI ("Holder"), is entitled, subject to the terms set
forth below, to purchase from BIO-KEY INTERNATIONAL, INC., a Minnesota corporation (the
"Company"), shares of the common stock, $.01 par value per share, of the Company ("Common Stock"), as
constituted on the date hereof (the "Option Issue Date"), with the Notice of Exercise attached hereto duly
executed, and simultaneous payment therefor in lawful money of the United States or as otherwise provided in
Section 3 hereof, at the Exercise Price then in effect. The number, character and Exercise Price of the shares of
Common Stock issuable upon exercise hereof are subject to adjustment as provided herein.
1. TERM OF OPTION. Subject to compliance with the vesting provisions identified at Section 2.3 hereof, this
Option shall be exercisable, in whole or in part, during the term commencing on the Option Issue Date and ending
p.m. CST on September 4, 2009 (the "Option Expiration Date") and shall be void thereafter.
2. NUMBER OF SHARES, EXERCISE PRICE AND VESTING PROVISIONS.
2.1 NUMBER OF SHARES. The number of shares of Common Stock which may be purchased pursuant to this
Option shall be 150,000 shares (the "Shares"), subject, however, to adjustment pursuant to Section 11 hereof.
2.2 EXERCISE PR