Equibles

8-K

AWARE INC /MA/ (AWRE)

8-K 2022-04-05 For: 2022-03-30
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): March 30, 2022

AWARE, INC.

(Exact name of registrant as specified in its charter)

Massachusetts 000-21129 04-2911026
(State or other jurisdiction<br> <br>of incorporation) (Commission<br> <br>File Number) (IRS Employer<br> <br>Identification No.)
40 Middlesex Turnpike, Bedford, MA, 01730
---
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (781) 276-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading<br> <br>Symbol Name of Each Exchange<br> <br>on Which Registered
Common Stock, par value $.01 per share AWRE The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment to Lease Agreement

On March 30, 2022, we entered into a First Amendment of Lease (the “First Amendment”) to our lease agreement dated March 1, 2022 (the “Original Lease” and as amended by the First Amendment, the “Lease”) with 76/80 BURLINGTON GROUP LLC (the “Landlord”). Pursuant to the First Amendment, we may terminate the Lease by delivering notice to the Landlord at any time prior to 5:00 p.m. on June 30, 2022. If we elect to terminate the Lease, the Landlord will be entitled to immediately retain (i) $150,000 that we deposited as an escrow at the time we entered into the Original Lease and (ii) $1,338.75 from our security deposit for each day during the period beginning on April 1, 2022 and ending on the day we exercise our termination right. If we do not elect to terminate the Lease on or prior to June 30, 2022, all escrow amounts will continue to be held according to the Lease and the six-month free rent period under the Lease will be reduced by one day for each day during the period beginning on April 1, 2022 and ending on the earlier of June 30, 2022 and the date the Landlord receives our written notice waiving our right to terminate the Lease.

The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed herewith as Exhibit 10.1.

Amendment to Agreement of Purchase and Sale

Also on March 30, 2022, we entered into a Fifth Amendment to Agreement of Purchase and Sale (the “Fifth Amendment”) to the Agreement of Purchase and Sale dated as of April 26, 2021 (as previously amended, the “Original Purchase Agreement” and as amended by the Fifth Amendment, the “Purchase Agreement”) with FDS Bedford, LLC (“Purchaser”). Pursuant to the Fifth Amendment, the closing date for the sale of our property located at 40 Middlesex Turnpike, Burlington, Massachusetts (the “Property”) to Purchaser shall be June 30, 2022 or such earlier date as we and Purchaser agree. In addition, if Purchaser defaults on its obligations under the Purchase Agreement, including its obligation to proceed to closing, or if certain conditions set forth in the Purchase Agreement are not satisfied due to a default by Purchaser and we elect not to proceed with the sale, and if that default is not cured or that condition is not satisfied by the later of the (i) the closing date and (ii) the date fifteen (15) business days after we give Purchaser written notice of the default or failure, then we will be entitled to total damages from Purchaser equal to $7,000,000.00 and the Purchase Agreement will terminate. In connection with the entry into the Fifth Amendment, Purchaser deposited an additional $125,000 into a nonrefundable escrow. Following the closing of the sale, we will be entitled to occupy the Property through September 30, 2022.

Previously, pursuant to a Third Amendment of Purchase and Sale (the “Third Amendment”) dated as of November 15, 2021 between Purchaser and us, the purchase price for the Property was increased from $8,000,000.00 to $8,850,000.00.

The foregoing summary of the Fifth Amendment and the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment and the Third Amendment, which are filed herewith as Exhibit 10.2 and Exhibit 10.4, respectively.

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ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits
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Exhibit<br>No. Exhibit
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10.1 First Amendment of Lease dated March 30, 2022 between 76/80 Burlington Group LLC and Aware, Inc.
10.2 Fifth Amendment to Agreement of Purchase and Sale dated March 30, 2022 by and between Aware, Inc. and FDS Bedford, LLC
10.3 Fourth Amendment to Agreement of Purchase and Sale dated December 1, 2021 by and between Aware, Inc. and FDS Bedford, LLC
10.4 Third Amendment to Agreement of Purchase and Sale dated November 15, 2021 by and between Aware, Inc. and FDS Bedford, LLC
10.5 Second Amendment to Agreement of Purchase and Sale dated September 30, 2021 by and between Aware, Inc. and FDS Bedford, LLC
10.6 First Amendment to Agreement of Purchase and Sale dated August 6, 2021 by and between Aware, Inc. and FDS Bedford, LLC
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AWARE, INC.
Dated: April 5, 2022 By: /s/ David B. Barcelo
David B. Barcelo
Chief Financial Officer
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EX-10.1

Exhibit 10.1

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (“1^st^ Amendment”) is made as of this 30^th^ day of March, 2022, between 76/80 BURLINGTON GROUP LLC, a Massachusetts limited liability company, (“Landlord”) and AWARE, INC., a Massachusetts corporation, (“Tenant”).

B A C K G R O U N D:

A. Reference is made to that certain Lease dated March 1, 2022 between Landlord and Tenant (the “Lease”) for approximately 20,730 rentable square feet of space (the “Original Premises”) on the second (2^nd^) floor of the Building located at 76 Blanchard Road, Burlington, Massachusetts, as more particularly described in the Lease. Capitalized terms used but not defined herein shall have the same meaning as in the Lease.

B. Landlord and Tenant are the current holders, respectively, of the lessor’s and lessee’s interests in the Lease.

C. Landlord and Tenant desire to amend the Lease in certain respects which are expressed herein as Tenant has requested an extension of its termination right in Section 2.3.4 and Landlord has agreed in consideration for the terms and conditions expressed herein.

A G R E E M E N T S:

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, and amend the Lease, as follows:

1.2 BASIC DATA AND DEFINITIONS.

This section is hereby amended to include the following bolded language within the existing paragraph:

Term or original Term: Ten (10) years, six (6) months (plus the partial month, if any, immediately following the Commencement Date subject to Section 2.3 as amended).

This section is hereby amended to include the following bolded language within the existing paragraph:

Fixed Rent:

* Free Rent: Notwithstanding the Fixed Rent set forth above, so long as Tenant is not in default (beyond any<br>applicable notice or cure period) under any of the terms and conditions of this Lease, Tenant shall be entitled to an abatement of the monthly installments of Fixed Rent, or so-called “free rent”<br>period, for the first six (6) months of the Term reduced by and subject to the terms, conditions, and covenants of Section 2.3 as amended (the “Free Rent Period”). Tenant shall be responsible for the<br>payment of Operating Expenses and Taxes as and to the extent provided in this Lease.
2.3 TERM.
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Subsection 2.3.4

This subsection is hereby deleted and replaced with the following:

In addition to Tenant’s Option in Section 2.6, Tenant shall have the right to terminate the Lease upon written notice received by the Landlord on or before 5:00 P.M. (EST) on June 30, 2022. If Tenant exercises this right then the Parties shall perform in accordance with subsection (A) below. If the Tenant does not exercise this right then the Parties shall perform in accordance with subsection (B) below:

(A) In the event the Tenant terminates under this clause, the Parties agree that (i) Landlord shall immediately retain the “Additional Escrow” (see Section 1.2) amount of $150,000.00 which was paid to Landlord at Lease signing without notice to or objection from Tenant and (ii) in addition to retaining the Additional Escrow, Landlord shall immediately retain from the Security Deposit a fee which shall be calculated at $1,338.75 per diem for each day during the period commencing April 1, 2022 and ending on the date Landlord receives Tenant’s written notice exercising its termination right under this clause. For the express purpose of this clause, each day shall be deemed to end at 5:00 P.M. (EST). Tenant shall pay Landlord within five (5) days from exercising the termination right under this clause any amounts owed under this clause should the monies owed to Landlord be greater than the Security Deposit. The Parties acknowledge that if Tenant exercises this termination right then no broker’s fee or commission will be paid by the Landlord.

(B) In the event the Tenant does not terminate under this clause on or before 5:00 P.M. (EST) on June 30, 2022 or otherwise expressly waives the right to terminate under this clause by written notice to the Landlord on or before 5:00 P.M. (EST) on June 30, 2022, the Parties agree that (i) Tenant’s right to terminate under this clause shall lapse and be unequivocally waived, (ii) Landlord shall retain and continue to hold the Additional Escrow amount and apply a credit to Tenant’s obligations under the Lease at Landlord’s exclusive discretion, and (iii) the Free Rent Period shall be reduced (and rounded up, if necessary, as noted below) for each day during the period commencing April 1, 2022 and ending on the earlier of (a) June 30, 2022 or (b) the date Landlord receives Tenant’s written notice expressly waiving the right to terminate under this clause. If the final day of the Free Rent Period is not on the last day of the month, then Parties agree to include the remaining days of such month to the Free Rent Period so that the Fixed Rent shall begin on the first day of the month immediately succeeding the expiration of the Free Rent Period so that the Free Rent Period will be reduced by either one (1), two (2), or three (3) full calendar months.

(Example for Subsection 2.3.4(B): If Landlord received written notice by Tenant waiving its termination right on June 17, 2022, then the Free Rent Period shall be calculated by reducing the Free Rent Period by ninety-one (91) days which is three (3) full calendar months after rounding June 17^th^ to June 30^th^. As defined herein and applying to this example, the Free Rent Period would commence on the Commencement Date and end after three (3) full calendar months at which time the Fixed Rent for the Term would begin on the next day being the first day of the month immediately succeeding the expiration of the Free Rent Period.)

The Parties acknowledge that the Lease and this 1^st^ Amendment represent the entire agreement between the Parties and that no other modification, written or otherwise, exists between the Parties. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of the Lease or this 1^st^ Amendment or any exhibits or amendments thereto.

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For purposes of this 1^st^ Amendment, and any extensions or modifications, facsimile or electronic signatures shall be construed as original. This 1^st^ Amendment may be signed and delivered in counterparts with the same effect as if each party had signed and delivered the same copy.

Except as specifically set forth herein, the Lease shall remain in full force and effect and is hereby ratified and affirmed by the Parties.

IN WITNESS WHEREOF the parties hereto have executed this 1^st^ Amendment of Lease on the date first written above in multiple copies, each to be considered an original hereof, as a sealed instrument.

LANDLORD: TENANT:
76/80 BURLINGTON GROUP, LLC, AWARE, INC.,
a Massachusetts limited liability company a Massachusetts corporation
By: /s/ Robert L. Duffy, Jr. By: /s/ David Barcelo
Name: Robert L. Duffy, Jr. Name: David Barcelo
Title: Member Title: CFO

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EX-10.2

Exhibit 10.2

FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is dated as of March 30^th^, 2022 (“Effective Date”), by and between AWARE, INC., a Massachusetts corporation (“Seller”); and FDS BEDFORD, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein as the “Parties” or individually as a “Party.”

RECITALS:

A. Purchaser and Seller entered into that certain Agreement of Purchase and Sale dated as of April 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated August 6, 2021, that certain Second Amendment to Agreement of Purchase and Sale dated September 30, 2021, that certain Third Amendment to Agreement of Purchase and Sale dated November 15, 2021, and that certain Fourth Amendment to Agreement of Purchase and Sale dated December 1, 2021 (collectively, the “Agreement”), regarding the Property located 40 Middlesex Turnpike, Bedford, Massachusetts 01730; and

B. The Parties wish to amend the Agreement on the terms and conditions set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration for the mutual agreements, covenants, warranties and representations contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged and confessed by each of the Parties, Seller and Purchaser do hereby agree as follows:

  1. Closing. Notwithstanding anything to the contrary contained in the Agreement, the Parties hereby acknowledge and agree that the Closing Date shall be June 30, 2022, or such earlier date agreed to by the Parties.

  2. Post-Closing License Agreement. Section 5.6 of the Agreement is hereby deleted and replaced with the following:

“Notwithstanding Section 5.5 above, Aware, Inc., as “Licensee” may continue to occupy the Property through September 30, 2022, to be further outlined in a post-closing license agreement in substantially the form of Exhibit E attached hereto (the “License Agreement”).”

  1. Purchaser’s Default. Section 8.1 of the Agreement is hereby deleted and replaced with the following:

“If Purchaser defaults under this Agreement, including in its obligation to proceed to Closing in accordance with this Agreement, or if any condition set forth in Section 6.3 is not satisfied due to a default by Purchaser and Seller elects not to proceed to Closing, and if such default is not cured and/or such condition is not satisfied by the later of the (i) the Closing Date and (ii) the date fifteen (15) business days after Seller has given Purchaser written notice of the same, then Seller shall be entitled to total damages from Purchaser

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equal to Seven Million and 00/100 Dollars ($7,000,000.00) as full and complete liquidated damages (the “Purchaser LDs”), and as the exclusive and sole right and remedy of Seller, in which event, this Agreement shall terminate and neither party shall have any further obligations or liabilities to the other party, except for obligations that expressly survive termination of this Agreement. Upon such a termination, the Seller shall be entitled to retain the Deposit, and the Deposit shall be credited against, and counted toward, Purchaser’s obligation under this Section to pay the Purchaser LDs to Seller. Purchaser acknowledges that Seller’s actual damages caused by Purchaser’s default in its obligation to proceed to Closing would be difficult to determine precisely and that the Purchaser LDs, as liquidated damages, constitute a fair and reasonable approximation. Seller hereby waives any right to recover damages (whether actual, consequential, punitive or other) as a result of Purchaser’s default in its obligation to proceed to Closing in accordance with this Agreement or as a result of any conditions set forth in Section 6.3 not being satisfied, except for the Purchaser LDs as described in this Section 8.1.

  1. Additional Deposit; Release. The Parties acknowledge and agree that the Title Company currently holds Purchaser’s initial deposit in the amount of $125,000.00 (“Initial Deposit”) and that the Initial Deposit became nonrefundable (except as otherwise expressly set forth in the Agreement). Purchaser hereby agrees (1) to deposit an additional nonrefundable (except as otherwise expressly set forth in the Agreement) deposit in the amount of $125,000.00 (the “Additional Deposit”) with the Title Company promptly following the Effective Date, and (2) that the Title Company is authorized to release the Initial Deposit and the Additional Deposit to Seller. The Parties further agree that notwithstanding anything to the contrary contained in the Agreement, all references to the “Deposit” in the Agreement (as amended by this Amendment) shall mean the Initial Deposit and the Additional Deposit collectively.

  2. Terms. Any capitalized terms not so defined herein shall have that meaning as given them in the Agreement, unless specifically defined otherwise herein.

  3. Ratification. Except as set forth in this Amendment, all other terms and conditions of the Agreement are hereby reinstated, ratified and affirmed by each of the Parties. In all other respects, the Agreement shall continue in full force and effect, unmodified except to the extent provided herein, and Seller and Purchaser hereby RATIFY and AFFIRM the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

  4. Facsimile and Electronic Signatures. This Amendment may be signed by facsimile or other electronic means and such signatures shall be treated as original signatures for all purposes. Facsimile or other electronic signatures of this Amendment shall be valid and binding and shall have the same force and effect as an original.

  5. Counterparts. This Amendment may be executed in multiple counterparts, which counterparts, each of which shall be deemed an original, when taken together, shall constitute an original of this Amendment.

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  1. Entire Agreement. This Amendment and the Agreement embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein and therein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Amendment. Neither this Amendment nor the Agreement nor any provision of this Amendment or the Agreement may be waived, modified or amended except by an instrument in writing signed by the Party against whom modification or amendment is sought, and then only to the extent set forth in such instrument.

  2. Authority. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to affect the legality of this Amendment; and that the signatories executing this Amendment are authorized to do so on behalf of Seller and Purchaser.

[The remainder of this page is intentionally blank; signaturepages follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth, which shall be the effective date of this Amendment for all purposes.

SELLER:<br> <br><br><br><br>AWARE, INC.
By: /s/ David Barcelo
Print Name: David Barcelo
Its: CFO
PURCHASER:<br> <br><br><br><br>FDS BEDFORD, LLC
By: /s/ Claiborne Williams
Print Name: Claiborne Williams
Its: Authorized Signatory

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FDS Guarantor, LLC, a Delaware limited liability company, hereby executes this Amendment for the purpose of agreeing to be jointly and severally liable with Purchaser for Purchaser’s obligations in Section 8.1 of the Agreement (as amended by this Amendment).

FDS GUARANTOR, LLC, a Delaware limited liability company
By: /s/ Claiborne Williams
Name: Claiborne Williams
Title: Managing Member

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EX-10.3

Exhibit 10.3

FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is dated as of December 1, 2021, by and between AWARE, INC., a Massachusetts corporation (“Seller”); and FDS BEDFORD, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein as the “Parties” or individually as a “Party.”

RECITALS:

A. Purchaser and Seller entered into that certain Agreement of Purchase and Sale dated as of April 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated August 6, 2021, that certain Second Amendment to Agreement of Purchase and Sale dated September 30, 2021, and that certain Third Amendment to Agreement of Purchase and Sale dated November 15, 2021 (collectively, the “Agreement”), regarding the Property located 40 Middlesex Turnpike, Bedford, Massachusetts 01730; and

B. The Parties wish to amend the Agreement on the terms and conditions set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration for the mutual agreements, covenants, warranties and representations contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged and confessed by each of the Parties, Seller and Purchaser do hereby agree as follows:

  1. Due Diligence Period. Notwithstanding anything to the contrary contained in the Agreement, the Parties hereby agree that (i) the Due Diligence Period shall expire on December 15, 2021, and (ii) Purchaser shall have until the expiration of the Due Diligence Period (as hereby extended) to notify Seller of any Objections

  2. Terms. Any capitalized terms not so defined herein shall have that meaning as given them in the Agreement, unless specifically defined otherwise herein.

  3. Ratification. Except as set forth in this Amendment, all other terms and conditions of the Agreement are hereby reinstated, ratified and affirmed by each of the Parties. In all other respects, the Agreement shall continue in full force and effect, unmodified except to the extent provided herein, and Seller and Purchaser hereby RATIFY and AFFIRM the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

  4. Facsimile and Electronic Signatures. This Amendment may be signed by facsimile or other electronic means and such signatures shall be treated as original signatures for all purposes. Facsimile or other electronic signatures of this Amendment shall be valid and binding and shall have the same force and effect as an original.

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  1. Counterparts. This Amendment may be executed in multiple counterparts, which counterparts, each of which shall be deemed an original, when taken together, shall constitute an original of this Amendment.

Entire Agreement. This Amendment and the Agreement embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein and therein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Amendment. Neither this Amendment nor the Agreement nor any provision of this Amendment or the Agreement may be waived, modified or amended except by an instrument in writing signed by the Party against whom modification or amendment is sought, and then only to the extent set forth in such instrument.

  1. Authority. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to affect the legality of this Amendment; and that the signatories executing this Amendment are authorized to do so on behalf of Seller and Purchaser.

[The remainder of this page is intentionally blank; signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth, which shall be the effective date of this Amendment for all purposes.

SELLER:<br> <br><br><br><br>AWARE, INC.
By: /s/ David Barcelo
Print Name: David Barcelo
Its: CFO
PURCHASER:
--- ---
FDS BEDFORD, LLC
By: /s/ Claiborne Williams
Print Name: Claiborne Williams
Its: Authorized Signatory

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EX-10.4

Exhibit 10.4

THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is dated as of November 15, 2021, by and between AWARE, INC., a Massachusetts corporation (“Seller”); and FDS BEDFORD, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein as the “Parties” or individually as a “Party.”

RECITALS:

A. Purchaser and Seller entered into that certain Agreement of Purchase and Sale dated as of April 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated August 6, 2021, and that certain Second Amendment to Agreement of Purchase and Sale dated September 30, 2021 (collectively, the “Agreement”), regarding the Property located 40 Middlesex Turnpike, Bedford, Massachusetts 01730; and

B. The Parties wish to amend the Agreement on the terms and conditions set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration for the mutual agreements, covenants, warranties and representations contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged and confessed by each of the Parties, Seller and Purchaser do hereby agree as follows:

  1. Purchase Price. Section 2.2.1 of the Agreement is hereby deleted and replaced with the following: “The purchase price (“Purchase Price”) for the sale and purchase of the Property shall be Eight Million Eight Hundred Fifty Thousand and 00/100 Dollars ($8,850,000.00), subject to the debits and credits described in Article 10.”

  2. Consulting Services Agreement. All references to the Consulting Services Agreement in the Agreement are hereby deleted and are of no further force or effect.

  3. Closing. Notwithstanding anything to the contrary contained in the Agreement, the Parties hereby agree that the Closing Date shall be March 31, 2022, or such earlier date agreed to by the Parties.

  4. Terms. Any capitalized terms not so defined herein shall have that meaning as given them in the Agreement, unless specifically defined otherwise herein.

Ratification. Except as set forth in this Amendment, all other terms and conditions of the Agreement are hereby reinstated, ratified and affirmed by each of the Parties. In all other respects, the Agreement shall continue in full force and effect, unmodified except to the extent provided herein, and Seller and Purchaser hereby RATIFY and AFFIRM the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

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  1. Facsimile and Electronic Signatures. This Amendment may be signed by facsimile or other electronic means and such signatures shall be treated as original signatures for all purposes. Facsimile or other electronic signatures of this Amendment shall be valid and binding and shall have the same force and effect as an original.

  2. Counterparts. This Amendment may be executed in multiple counterparts, which counterparts, each of which shall be deemed an original, when taken together, shall constitute an original of this Amendment.

  3. Entire Agreement. This Amendment and the Agreement embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein and therein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Amendment. Neither this Amendment nor the Agreement nor any provision of this Amendment or the Agreement may be waived, modified or amended except by an instrument in writing signed by the Party against whom modification or amendment is sought, and then only to the extent set forth in such instrument.

  4. Authority. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to affect the legality of this Amendment; and that the signatories executing this Amendment are authorized to do so on behalf of Seller and Purchaser.

[Theremainder of this page is intentionally blank; signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth, which shall be the effective date of this Amendment for all purposes.

SELLER:<br> <br><br><br><br>AWARE, INC.
By: /s/ David Barcelo
Print Name: David Barcelo
Its: CFO
PURCHASER:
--- ---
FDS BEDFORD, LLC
By: /s/ Claiborne Williams
Print Name: Claiborne Williams
Its: Authorized Signatory

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EX-10.5

Exhibit 10.5

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is dated as of September 30, 2021, by and between AWARE, INC., a Massachusetts corporation (“Seller”); and FDS BEDFORD, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein as the “Parties” or individually as a “Party.”

RECITALS:

A. Purchaser and Seller entered into that certain Agreement of Purchase and Sale dated as of April 26, 2021, as amended by that certain First Amendment to Agreement of Purchase and Sale dated August 6, 2021 (collectively, the “Agreement”), regarding the Property located 40 Middlesex Turnpike, Bedford, Massachusetts 01730; and

B. The Parties wish to amend the Agreement on the terms and conditions set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration for the mutual agreements, covenants, warranties and representations contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged and confessed by each of the Parties, Seller and Purchaser do hereby agree as follows:

  1. Due Diligence Period. Notwithstanding anything to the contrary contained in the Agreement, the Parties hereby agree that (i) the Due Diligence Period shall expire on December 1, 2021, and (ii) Purchaser shall have until the expiration of the Due Diligence Period (as hereby extended) to notify Seller of any Objections.

  2. Post-Closing License Agreement. Section 5.6 of the Agreement is hereby deleted and replaced with the following:

“Notwithstanding Section 5.5 above, Aware, Inc., as “Licensee” may continue to occupy the Property for a period of approximately one hundred eighty (180) days following Closing to be further outlined in Exhibit E attached hereto (the “License Agreement”).”

  1. Consulting Services Agreement. Notwithstanding anything to the contrary contained in Exhibit D of the Agreement, the Parties hereby agree that the Parties shall have until November 1, 2021, to negotiate the Consulting Services Agreement described therein.

Closing. Notwithstanding anything to the contrary contained in the Agreement, the Parties hereby agree that Closing shall be held on December 31, 2021, or such earlier date agreed to by the Parties.

  1. Terms. Any capitalized terms not so defined herein shall have that meaning as given them in the Agreement, unless specifically defined otherwise herein.

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  1. Ratification. Except as set forth in this Amendment, all other terms and conditions of the Agreement are hereby reinstated, ratified and affirmed by each of the Parties. In all other respects, the Agreement shall continue in full force and effect, unmodified except to the extent provided herein, and Seller and Purchaser hereby RATIFY and AFFIRM the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

  2. Facsimile and Electronic Signatures. This Amendment may be signed by facsimile or other electronic means and such signatures shall be treated as original signatures for all purposes. Facsimile or other electronic signatures of this Amendment shall be valid and binding and shall have the same force and effect as an original.

  3. Counterparts. This Amendment may be executed in multiple counterparts, which counterparts, each of which shall be deemed an original, when taken together, shall constitute an original of this Amendment.

  4. Entire Agreement. This Amendment and the Agreement embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein and therein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Amendment. Neither this Amendment nor the Agreement nor any provision of this Amendment or the Agreement may be waived, modified or amended except by an instrument in writing signed by the Party against whom modification or amendment is sought, and then only to the extent set forth in such instrument.

  5. Authority. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to affect the legality of this Amendment; and that the signatories executing this Amendment are authorized to do so on behalf of Seller and Purchaser.

[Theremainder of this page is intentionally blank; signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth, which shall be the effective date of this Amendment for all purposes.

SELLER:
AWARE, INC.
By: /s/ David Barcelo
Print Name: David Barcelo
Its: CFO
PURCHASER:
--- ---
FDS BEDFORD, LLC
By: /s/ Claiborne Williams
Print Name: Claiborne Williams
Its: Authorized Signatory

3

EX-10.6

Exhibit 10.6

FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE

This FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is effective July 26, 2021 (“Effective Date”) and dated as of August 6, 2021, by and between AWARE, INC., a Massachusetts corporation (“Seller”); and FDS BEDFORD, LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are sometimes referred to herein as the “Parties” or individually as a “Party.”

RECITALS:

A. Purchaser and Seller entered into that certain Agreement of Purchase and Sale dated as of April 26, 2021 (the “Agreement”), regarding the Property located 40 Middlesex Turnpike, Bedford, Massachusetts 01730; and

B. The Parties wish to amend the Agreement on the terms and conditions set forth herein.

AGREEMENTS:

NOW, THEREFORE, in consideration for the mutual agreements, covenants, warranties and representations contained herein, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged and confessed by each of the Parties, Seller and Purchaser do hereby agree as follows:

  1. Consulting Services Agreement. Notwithstanding anything to the contrary contained in Exhibit D of the Agreement, the Parties hereby agree that the Parties shall have until September 1, 2021, to negotiate the Consulting Services Agreement described therein.

  2. Terms. Any capitalized terms not so defined herein shall have that meaning as given them in the Agreement, unless specifically defined otherwise herein.

  3. Ratification. Except as set forth in this Amendment, all other terms and conditions of the Agreement are hereby reinstated, ratified and affirmed by each of the Parties. In all other respects, the Agreement shall continue in full force and effect, unmodified except to the extent provided herein, and Seller and Purchaser hereby RATIFY and AFFIRM the Agreement. In the event of a conflict between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall control.

  4. Facsimile and Electronic Signatures. This Amendment may be signed by facsimile or other electronic means and such signatures shall be treated as original signatures for all purposes. Facsimile or other electronic signatures of this Amendment shall be valid and binding and shall have the same force and effect as an original.

  5. Counterparts. This Amendment may be executed in multiple counterparts, which counterparts, each of which shall be deemed an original, when taken together, shall constitute an original of this Amendment.

1

  1. Entire Agreement. This Amendment and the Agreement embody and constitute the entire understanding between the Parties with respect to the transactions contemplated herein and therein, and all prior or contemporaneous agreements, understandings, representations and statements (oral or written) are merged into this Amendment. Neither this Amendment nor the Agreement nor any provision of this Amendment or the Agreement may be waived, modified or amended except by an instrument in writing signed by the Party against whom modification or amendment is sought, and then only to the extent set forth in such instrument.

  2. Authority. Seller and Purchaser represent and warrant to each other respectively that they have the requisite power and authority to enter into this Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to affect the legality of this Amendment; and that the signatories executing this Amendment are authorized to do so on behalf of Seller and Purchaser.

[The remainder of this page is intentionally blank; signaturepages follow]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first above set forth, which shall be the effective date of this Amendment for all purposes.

SELLER:
AWARE, INC.
By: /s/ David Barcelo
Print Name: David Barcelo
Its: CFO
PURCHASER:
--- ---
FDS BEDFORD, LLC
By: /s/ Claiborne Williams
Print Name: Claiborne Williams
Its: Authorized Signatory

3

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