Exhibit 10.7
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement"), dated as of May 28,
2004, among Laurus Master Fund, Ltd. (the "Pledgee"), Pacific Biometrics, Inc.,
a Delaware corporation (the "Pledgor").
BACKGROUND
The Company has entered into a Securities Purchase Agreement, dated as
of May 28, 2004 (as amended, modified, restated or supplemented from time to
time, the "Securities Purchase Agreement"), pursuant to which the Pledgee
provides or will provide certain financial accommodations to the Company.
In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement, each
Pledgor has agreed to pledge and grant a security interest in the collateral
described herein to the Pledgee on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Defined Terms. All capitalized terms used herein which are not
defined shall have the meanings given to them in the Securities Purchase
Agreement.
2. Pledge and Grant of Security Interest. To secure the full and
punctual payment and performance of (the following clauses (a) and (b),
collectively, the "Indebtedness") (a) the obligations under the Securities
Purchase Agreement and the Related Agreements referred to in the Securities
Purchase Agreement (the Securities Purchase Agreement and the Related
Agreements, as each may be amended, restated, modified and/or supplemented from
time to time, collectively, the "Documents") and (b) all other indebtedness,
obligations and liabilities of each Pledgor to the Pledgee whether now existing
or hereafter arising, direct or indirect, liquidated or unliquidated, absolute
or contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such Indebtedness,
or of any instrument evidencing any of the Indebtedness or of any collateral
therefor or of the existence or extent of such collateral, and irrespective of
the allowability, allowance or disallowance of any or all of such in any case
commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code,
including, without limitation, obligations or indebtedness of each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or been
added to the Indebtedness but for the commencement of such case), each Pledgor
hereby pledges, assigns, hypothecates, transfers and grants a security interest
to Pledgee in all of the following (the "Collateral"):
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(a) the shares of stock set forth on Schedule A annexed hereto and
expressly made a part hereof (together with any additional shares of
stock or other equity interests acquired by Pledgor in such named
entities, the "Pledged Stock"), the certificates representing the
Pledged Stock and all dividends, cash, instruments and other property
or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Stock;
(b) all additional shares of stock of any issuer (each, an "Issuer") of
the Pledged Stock from time to time acquired by Pledgor in any manner,
including, without limitation, stock dividends or a distribution in
connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination
of shares, stock split, spin-off or split-off (which shares shall be
deemed to be part of the Collateral), and the certificates
representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for
any or all of such shares; and
(c) all options and rights, whether as an addition to, in substitution of
or in exchange for any shares of any Pledged Stock and all dividends,
cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all such options and rights.
(d) upon the irrevocable payment in full of all obligations and
liabilities of the Company with respect to the Note, this Agreement
shall terminate and be of no further force or effect. Laurus hereby
agrees to file the appropriate financing statements and take other
reasonable action required to effect such termination and release
promptly after receipt of such payment.
(e) In addition, upon the release of Laurus' security interest in the
assets of PBI Technology Inc. pursuant to and in accordance with the
terms of the Master Security Agreement, Laurus' security interest in
the stock of PBI Technology Inc. shall also be automatically released
from the Collateral granted to Laurus hereunder and Laurus shall
promptly return to the Company the stock certificate (together with
all stock powers and endorsements) and any other Collateral with
respect to the stock of PBI Technology Inc.
3. Delivery of Collateral. All certificates representing or evidencing
the Pledged Stock shall be delivered to and held by or on behalf of Pledgee
pursuant hereto and shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Pledgee. Pledgor hereby authorizes the Issuer upon demand by the Pledgee to
deliver any certificates, instruments or other distributions issued in
connection with the Collateral directly to the Pledgee, in each case to be held
by the Pledgee, subject to the terms hereof. Upon an Event of Default (as
defined below) under the Note that has occurred and is continuing beyond any
applicable grace period, the Pledgee shall have the right, during such time in
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its discretion and with seven (7) days prior notice to the Pledgor, to transfer
to or to register in the name of the Pledgee or any of its nominees any or all
of the Pledged Stock. In addition, the Pledgee shall have the right at such time
to exchange certificates or instruments representing or evidencing Pledged Stock
for certificates or instruments of smaller or larger denominations.
4. Representations and Warranties of Pledgor. Pledgor represents and
warrants to the Pledgee (which representations and warranties shall be deemed to
continue to be made until all of the Indebtedness has been paid in full and each
Document and each agreement and instrument entered into in connection therewith
has been irrevocably terminated) that:
(a) the execution, delivery and performance by Pledgor of this Agreement
and the pledge of the Collateral hereunder do not and will not result
in any violation of any agreement, indenture, instrument, license,
judgment, decree, order, law, statute, ordinance or other governmental
rule or regulation applicable to Pledgor;
(b) this Agreement constitutes the legal, valid, and binding obligation of
Pledgor enforceable against Pledgor in accordance with its terms
except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar law relating to or affecting the enforcement of
creditors' rights generally;
(c) (i) all Pledged Stock owned by Pledgor is set forth on Schedule A
hereto and (ii) Pledgor is the direct and beneficial owner of each
share of the Pledged Stock;
(d) all of the shares of the Pledged Stock have been duly authorized,
validly issued and are fully paid and nonassessable;
(e) no consent or approval of any person, corporation, governmental body,
regulatory authority or other entity, is or will be necessary for (i)
the execution, delivery and performance of this Agreement, (ii) the
exercise by the Pledgee of any rights with respect to the Collateral
or (iii) the pledge and assignment of, and the grant of a security
interest in, the Collateral hereunder;
(f) there are no pending or, to the best of Pledgor's knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely
affect the Collateral;
(g) Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to the Pledgee in
accordance with the terms of this Agreement.
(h) Subject to the Pledgors' disclosures on Schedule 4.9 of the Securities
Purchase Agreement Pledgor owns each item of the Collateral and,
except for the pledge and security interest granted to Pledgee
hereunder, the Collateral shall be, immediately following the closing
of the transactions contemplated by the Documents, free and clear of
any other security interest, pledge, claim, lien, charge,
hypothecation, assignment, offset or encumbrance whatsoever
(collectively, "Liens").
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(i) there are no restrictions on transfer of the Pledged Stock contained
in the certificate of incorporation or by-laws (or equivalent
organizational documents) of the Issuer or otherwise which have not
otherwise been enforceably and legally waived by the necessary
parties.
(j) none of the Pledged Stock has been issued or transferred in violation
of the securities registration, securities disclosure or similar laws
of any jurisdiction to which such issuance or transfer may be subject.
(k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all rights
of Pledgor in the Collateral as contemplated by this Agreement.
(l) The Pledged Stock constitutes one hundred percent (100%) of the issued
and outstanding shares of capital stock of each Issuer.
5. Covenants. Pledgor covenants that, until the Indebtedness shall be
satisfied in full and each Document and each agreement and instrument entered
into in connection therewith is irrevocably terminated:
(a) Pledgor will not sell, assign, transfer, convey, or otherwise dispose
of its rights in or to the Collateral or any interest therein; nor
will any Pledgor create, incur or permit to exist any Lien whatsoever
with respect to any of the Collateral or the proceeds thereof other
than that created hereby.
(b) Pledgor will, at its expense, defend Pledgee's right, title and
security interest in and to the Collateral against the claims of any
other party.
(c) Pledgor shall at any time, and from time to time, upon the written
request of Pledgee, execute and deliver such further documents and do
such further acts and things as Pledgee may reasonably request in
order to effect the purposes of this Agreement including, but without
limitation, delivering to Pledgee upon the occurrence of an Event of
Default irrevocable proxies in respect of the Collateral in form
satisfactory to Pledgee. Until receipt thereof, upon an Event of
Default that has occurred and is continuing beyond any applicable
grace period, this Agreement shall constitute Pledgor's proxy to
Pledgee or its nominee to vote all shares of Collateral then
registered in each Pledgor's name.
(d) No Pledgor will consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity
interests of the Issuer; or (ii) any securities convertible either
voluntarily by the holder thereof or automatically upon the occurrence
or nonoccurrence of any event or condition into, or any securities
exchangeable for, any such shares, unless, in either case, such shares
are pledged as Collateral pursuant to this Agreement.
6. Voting Rights and Dividends.
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(a) Prior to an Event of Default (and the expiration of any applicable
cure period pertaining thereto) Pledgor shall (i) be entitled to vote
the Collateral, (ii) be entitled to give consents, waivers and
ratification in respect of the Collateral, and (iii) be entitled to
collect and receive for its own use cash dividends legally declared
available for distribution, on the Collateral.
(b) In addition to the Pledgee's rights and remedies set forth in Section
8 hereof, in case an Event of Default shall have occurred and be
continuing, beyond any applicable cure period, the Pledgee shall (i)
be entitled to vote the Collateral, (ii) be entitled to give consents,
waivers and ratifications in respect of the Collateral (each Pledgor
hereby irrevocably constituting and appointing the Pledgee, with full
power of substitution, the proxy and attorney-in-fact of each Pledgor
for such purposes) and (iii) be entitled to collect and receive for
its own use cash dividends paid on the Collateral. No Pledgor shall be
permitted to exercise or refrain from exercising any voting rights or
other powers if, in the reasonable judgment of the Pledgee, such
action would have a material adverse effect on the value of the
Collateral or any part thereof; and, provided, further, that each
Pledgor shall give at least five (5) days' written notice of the
manner in which such Pledgor intends to exercise, or the reasons for
refraining from exercising, any voting rights or other powers other
than with respect to any election of directors and voting with respect
to any incidental matters. Following the occurrence of an Event of
Default, all dividends and all other distributions in respect of any
of the Collateral, shall be delivered to the Pledgee to hold as
Collateral and shall, if received by any Pledgor, be received in trust
for the benefit of the Pledgee, be segregated from the other property
or funds of any other Pledgor, and be forthwith delivered to the
Pledgee as Collateral in the same form as so received (with any
necessary endorsement).
7. Event of Default. An Event of Default shall be deemed to have
occurred and may be declared by the Pledgee upon the happening of any of the
following events:
(a) An "Event of Default" under any Document or any agreement or note
related to any Document shall have occurred and be continuing beyond
any applicable cure period;
(b) Any portion of the Collateral is subjected to levy of execution,
attachment, distraint or other judicial process; or any portion of the
Collateral is the subject of a claim (other than by the Pledgee) of a
Lien or other right or interest in or to the Collateral and such levy
or claim shall not be cured, disputed or stayed within a period of
forty four (44) days after the occurrence thereof; or
8. Remedies. In case an Event of Default shall have occurred and be
declared by the Pledgee, the Pledgee may:
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(a) Transfer any or all of the Collateral into its name, or into the name
of its nominee or nominees;
(b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange,
subscription or any other rights, privileges or options pertaining to
any shares of the Collateral as if it were the absolute owner thereof,
including, but without limitation, the right to exchange, at its
discretion, any or all of the Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment
of the Issuer thereof, or upon the exercise by the Issuer of any
right, privilege or option pertaining to any of the Collateral, and,
in connection therewith, to deposit and deliver any and all of the
Collateral with any committee, depository, transfer agent, registrar
or other designated agent upon such terms and conditions as it may
determine, all without liability except to account for property
actually received by it; and
(c) Subject to any requirement of applicable law, sell, assign and deliver
the whole or, from time to time, any part of the Collateral at the
time held by the Pledgee, at any private sale or at public auction,
with or without demand, advertisement or notice of the time or place
of sale or adjournment thereof or otherwise (all of which are hereby
waived, except such notice as is required by applicable law and cannot
be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as the
Pledgee in its sole discretion may determine, or as may be required by
applicable law.
Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee and
applied by it as provided in Section 10 hereof. No failure or delay on the part
of the Pledgee in exercising any rights hereunder shall operate as a waiver of
any such rights nor shall any single or partial exercise of any such rights
preclude any other or future exercise thereof or the exercise of any other
rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may exercise
its rights with respect to property held hereunder without resort to other
security for or sources of reimbursement for the Indebtedness. In addition to
the foregoing, Pledgee shall have all of the rights, remedies and privileges of
a secured party under the Uniform Commercial Code of New York regardless of the
jurisdiction in which enforcement hereof is sought.
9. Private Sale. Pledgor recognizes that the Pledgee may be unable to
effect (or to do so only after delay which would adversely affect the value that
might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to acquire
such Collateral for their own account, for investment and not with a view to the
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distribution or resale thereof. Pledgor agrees that any such private sale may be
at prices and on terms less favorable to the seller than if sold at public sales
and that such private sales shall be deemed to have been made in a commercially
reasonable manner. Pledgor agrees that the Pledgee has no obligation to delay
sale of any Collateral for the period of time necessary to permit the Issuer to
register the Collateral for public sale under the Securities Act.
10. Proceeds of Sale. The proceeds of any collection, recovery,
receipt, appropriation, realization or sale of the Collateral shall be applied
by the Pledgee as follows:
(a) First, to the payment of all costs, reasonable expenses and charges of
the Pledgee and to the reimbursement of the Pledgee for the prior
payment of such costs, reasonable expenses and charges incurred in
connection with the care and safekeeping of the Collateral (including,
without limitation, the reasonable expenses of any sale or any other
disposition of any of the Collateral), the expenses of any taking,
attorneys' fees and reasonable expenses, court costs, any other fees
or expenses incurred or expenditures or advances made by Pledgee in
the protection, enforcement or exercise of its rights, powers or
remedies hereunder;
(b) Second, to the payment of the Indebtedness, in whole or in part, in
such order as the Pledgee may elect, whether or not such Indebtedness
is then due;
(c) Third, to such persons, firms, corporations or other entities as
required by applicable law including, without limitation, Section
9-504(1)(c) of the UCC; and
(d) Fourth, to the extent of any surplus to the Pledgor or as a court of
competent jurisdiction may direct.
In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the Indebtedness,
Pledgor shall be liable for the deficiency plus the costs and fees of any
attorneys employed by Pledgee to collect such deficiency.
11. Waiver of Marshaling. Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.
12. No Waiver. Any and all of the Pledgee's rights with respect to the
Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution of any item of the Collateral at any time, or of any rights or
interests therein, or (c) any delay, extension of time, renewal, compromise or
other indulgence granted by the Pledgee in reference to any of the Indebtedness.
Each Pledgor hereby waives all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound hereby as fully and effectively as if such Pledgor had expressly agreed
thereto in advance. No delay or extension of time by the Pledgee in exercising
any power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit, impair or prejudice the Pledgee's right to take any action against any
Pledgor or to exercise any other power of sale, option or any other right or
remedy.
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13. Expenses. The Collateral shall secure, and Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys' fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Indebtedness.
14. The Pledgee Appointed Attorney-In-Fact and Performance by the
Pledgee. Upon the occurrence of an Event of Default, Pledgor hereby irrevocably
constitutes and appoints the Pledgee as such Pledgor's true and lawful
attorney-in-fact, with full power of substitution, to execute, acknowledge and
deliver any instruments and to do in such Pledgor's name, place and stead, all
such acts, things and deeds for and on behalf of and in the name of such
Pledgor, which such Pledgor could or might do or which the Pledgee may deem
necessary, desirable or convenient to accomplish the purposes of this Agreement,
including, without limitation, to execute such instruments of assignment or
transfer or orders and to register, convey or otherwise transfer title to the
Collateral into the Pledgee's name. Pledgor hereby ratifies and confirms all
that said attorney-in-fact may so do and hereby declares this power of attorney
to be coupled with an interest and irrevocable. If Pledgor fails to perform any
agreement herein contained, the Pledgee may itself perform or cause performance
thereof, and any costs and expenses of the Pledgee incurred in connection
therewith shall be paid by the Pledgor as provided in Section 10 hereof.
15. Waivers.
(a) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR
RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
OTHER AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH,
OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE AND EACH PARTY HERETO HEREBY AGREES AND CONSENTS
THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY
COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.
16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
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Xxxxxx Xxxxxx Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors' rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee, each Pledgor's obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall have been made to Pledgee, which payment shall be due on demand.
17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.
18. Miscellaneous.
(a) This Agreement constitutes the entire and final agreement among the
parties with respect to the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly
executed by the parties hereto.
(b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and
signed by the party sought to be charged, and then such waiver shall
be effective only in the specific instance and for the purpose for
which given.
(c) In the event that any provision of this Agreement or the application
thereof to any Pledgor or any circumstance in any jurisdiction
governing this Agreement shall, to any extent, be invalid or
unenforceable under any applicable statute, regulation, or rule of
law, such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform to such
statute, regulation or rule of law, and the remainder of this
Agreement and the application of any such invalid or unenforceable
provision to parties, jurisdictions, or circumstances other than to
whom or to which it is held invalid or unenforceable shall not be
affected thereby, nor shall same affect the validity or enforceability
of any other provision of this Agreement.
(d) This Agreement shall be binding upon each Pledgor, and each Pledgor's
successors and assigns, and shall inure to the benefit of the Pledgee
and its successors and assigns.
(e) Any notice or other communication required or permitted pursuant to
this Agreement shall be given in accordance with the Securities
Purchase Agreement.
(f) This Agreement shall be governed by and construed and enforced in all
respects in accordance with the laws of the State of New York applied
to contracts to be performed wholly within the State of New York.
(g) EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH
COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR
ALL PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN
ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT
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SHALL BE BROUGHT ONLY IN A STATE COURT LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER CONSENTS THAT ANY
SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING, WITHOUT
LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION
WITH ANY PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE
STATE OF NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR BY PERSONAL SERVICE
PROVIDED A REASONABLE TIME FOR APPEARANCE IS PERMITTED, OR IN SUCH
OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS.
EACH PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY
ACTION INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON
LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.
(h) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which when taken together
shall constitute one and the same agreement. Any signature delivered
by a party by facsimile transmission shall be deemed an original
signature hereto.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.
PACIFIC BIOMETRICS, INC.
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx Xxxx
Title: Chief Executive Officer
LAURUS MASTER FUND, LTD.
By: /s/
---------------------------
Name:
Title:
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SCHEDULE A to the Stock Pledge Agreement
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Pledged Stock
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Stock Certificate Number of
Pledgor Issuer Class of Stock Number Par Value Shares
-------------------- ------ -------------- ----------------- --------- ---------
BioQuant, Inc. Common
-------------------- ------ -------------- ----------------- --------- ---------
Pacific Biometrics, Common
Inc. (WA)
-------------------- ------ -------------- ----------------- --------- ---------
PBI Technology, Inc. Common
-------------------- ------ -------------- ----------------- --------- ---------
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