FUNDS ESCROW AGREEMENTFunds Escrow Agreement • February 1st, 2005 • Pacific Biometrics Inc • Services-commercial physical & biological research • New York
This Agreement (this “Agreement”) is dated as of the 31st day of January, 2005 among Pacific Biometrics, Inc., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (the "Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2005 • Pacific Biometrics Inc • Services-commercial physical & biological research • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.
ContractPacific Biometrics Inc • February 1st, 2005 • Services-commercial physical & biological research
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PACIFIC BIOMETRICS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractPacific Biometrics Inc • February 1st, 2005 • Services-commercial physical & biological research • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PACIFIC BIOMETRICS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDMENT NO. 1 AND WAIVERAnd Waiver • February 1st, 2005 • Pacific Biometrics Inc • Services-commercial physical & biological research • New York
This Amendment No. 1 and Waiver (this “Amendment”), dated as of January 31, 2005, is entered into by and between PACIFIC BIOMETRICS, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Secured Convertible Term Note, dated May 28, 2004 (as amended, modified or supplemented from time to time, the “Term Note”) issued by the Company to Laurus and (ii) that certain Registration Rights Agreement, dated as of May 28, 2004, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.
SECURITIES PURCHASE AGREEMENT January 31, 2005Securities Purchase Agreement • February 1st, 2005 • Pacific Biometrics Inc • Services-commercial physical & biological research • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2005, by and between PACIFIC BIOMETRICS, INC., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”).
AMENDMENT NO. 2Pacific Biometrics Inc • February 1st, 2005 • Services-commercial physical & biological research • New York
This Amendment No. 2 (this “Amendment”), dated as of January 31, 2005, is entered into by and between PACIFIC BIOMETRICS, INC., a Delaware corporation (the “Company”), each of the Company’s subsidiaries set forth on Annex A hereto (the “PBME Subsidiaries” and each, a “PBME Subsidiary”) and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of (i) the Subsidiary Guaranty, dated May 28, 2004 (as amended, modified or supplemented from time to time, the “Subsidiary Guaranty”) by and among each PBME Subsidiary and Laurus, (ii) the Master Security Agreement, dated May 28, 2004 (as amended, modified or supplemented from time to time, the “Security Agreement”) by and among the Company, each PBME Subsidiary and Laurus and (iii) the Stock Pledge Agreement, dated as of May 28, 2004, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the “Stock Pledge Agreement”). Capitalized terms used herein without def
