AMENDMENT NO. 2Subsidiary Guaranty, Master Security Agreement, Stock Purchase Agreement • February 1st, 2005 • Pacific Biometrics Inc • 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
