EX-10..9






THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



PACIFIC BIOMETRICS, INC.




Common Stock Purchase Warrant




	 	 	 	 	 
	Date of Issuance: January 31, 2005	 	Number of Shares: 105,263 shares
	 	 	 	 	(subjecttoadjustment)







Pacific Biometrics, Inc., a Delaware corporation (the “Company”), for value received, hereby
certifies that Source Capital Group, Inc., or its registered assigns (the “Holder”), is entitled,
subject to the terms set forth below, to purchase from the Company up to 105,263 shares of Company
common stock, $.01 par value per share (the “Common Stock”), at an exercise price of $1.37 per
share on the terms and conditions set forth herein. The number of shares of Common Stock issuable
upon exercise of this Warrant, and the exercise price per share, each as adjusted from time to time
pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Stock” and
the “Exercise Price,” respectively. This Warrant is granted to Holder pursuant to the terms of
that certain engagement agreement between the Company and Holder in connection with the Company’s
debt financing with Laurus Master Funds, Ltd., in which the Company issued a convertible promissory
note, dated January 31, 2005, to Laurus in the aggregate principal amount of $1.5 million (the
“Note”).



1. Vesting and Exercisability of Warrant. This Warrant shall be exercisable only as
and to the extent that principal and accrued interest under the Note is converted into shares of
Common Stock. From time to time, as principal and accrued interest under the Note is converted
into Common Stock, this Warrant shall vest and be exercisable into a cumulative number of shares
(less any number of shares previously exercised hereunder) equal to the quotient obtained by
dividing (a) 8% of the dollar amount of any principal and interest under the Note converted into
Common Stock, by (b) $1.17. Only whole shares shall be issuable hereunder; accordingly, in the
event any such calculation results in a fraction, this Warrant shall be exercisable only for such
whole number of shares. By way of example, if $100,000.00 of principal and interest under the Note
is converted into Common Stock, the foregoing calculation would result in 6,837.6, and accordingly
this Warrant would be exercisable only for 6,837 shares. For any amount of principal and interest
under the Note that is paid or settled in cash or otherwise, and that is not converted into Common
Stock, no shares underlying this Warrant shall vest and become exercisable. There are no
assurances as to the amount, if any, of principal and interest under the Note that will be
converted into Common Stock, or as to the number of shares hereunder that will vest and become
exercisable. In no event shall the maximum number of shares exercisable under this Warrant exceed
105,263 shares (subject to adjustment pursuant to Section 6 below).




2. Manner of Exercise; Net Exercise.



(a) This Warrant may be exercised in whole or in part by delivering to the Company at its
principal place of business (i) this Warrant, (ii) the form of Election to Purchase attached hereto
as Exhibit A duly completed and executed by Holder, and (iii) cash, wire transfer, or bank check
payable to the Company, in the amount of the Exercise Price multiplied by the number of shares for
which this Warrant is being exercised (the “Purchase Price”). Each exercise of this Warrant shall
be deemed to have been effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided herein or at such later date as may
be specified in the executed form of Election to Purchase.



(b) Notwithstanding the cash payment provisions set forth above, Holder may elect to exercise
this Warrant by converting this Warrant into shares of Warrant Stock by delivering this Warrant and
the Notice of Net Issuance Exercise attached hereto as Exhibit B duly completed and executed by the
Holder to the Company at its principal place of business, in which case the Company shall issue to
the Holder the number of shares of Warrant Stock determined as follows:



X = (A — B) x C

A





	 	 	 	Where: X = the number of shares of Warrant Stock issuable upon net issuance exercise
pursuant to the provisions of this Section 2(b).	 






	 	 	 	A = the Fair Market Value (as defined below) of one share
of Warrant Stock on the date of net issuance exercise.	 






	 	 	 	B = the Exercise Price for one share of Warrant Stock
under this Warrant.	 






	 	 	 	C = the number of shares of Warrant Stock as to which
this Warrant is exercised.	 





For purposes of the above calculation, the Fair Market Value of a share of Warrant Stock shall
be determined in good faith by the Board of Directors of the Company; provided, however, that if a
public market for the Warrant Stock exists at the time of such exercise, then such Fair Market
Value shall be deemed to be equal to(i) the average of the closing bid and asked prices of the
Warrant Stock as quoted in the Over-the-Counter Market Summary or (ii) the last reported sale price
of the Warrant Stock or the closing price quoted on the Nasdaq National or SmallCap Market System
or on any exchange on which the Warrant Stock is then listed, whichever is applicable, for the five
trading days prior to the date of exercise of this Warrant.



If the foregoing calculation results in a negative number, then no shares of Warrant Stock
shall be issued upon net issuance exercise pursuant to this Section 2(b). Upon net issuance
exercise in accordance with this Section 2(b), the Holder shall be entitled to receive from the
Company a stock certificate in proper form representing the number of shares of Warrant Stock
determined in accordance with the foregoing. Upon any such net issuance exercise, the number of
shares of Warrant Stock purchasable upon subsequent exercise of this Warrant shall be reduced by
the number of shares of Warrant Stock with respect to which this Warrant was exercised in the net
issuance exercise.



3. Delivery of Stock Certificate. As soon as practicable after the exercise of this
Warrant, in full or in part, and in any event within 10 days thereafter, the Company at its expense
will cause to be issued in the name of and deliver to the Holder (a) a certificate or certificates
for the number of fully paid and nonassessable shares of Warrant Stock to which Holder shall be
entitled upon such exercise and (b) if applicable, a new Warrant of like tenor to purchase up to
that number of shares of Warrant Stock, if any, not previously exercised by Holder. Holder shall
for all purposes be deemed to have become the holder of record of such shares of Warrant Stock on
the date on which this Warrant was properly exercised in accordance with Section 2, irrespective of
the date of delivery of the certificate or certificates representing the Warrant Stock; provided
that, if the date of such exercise is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of record of such shares of Warrant
Stock at the close of business on the next succeeding date on which the stock transfer books are
open.



4. Reservation of Warrant Stock. The Company covenants and agrees that the Company
will at all times have authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.



5. Termination. To the extent not earlier exercised, the Warrant evidenced hereby
shall be void and of no effect and all rights hereunder shall cease upon the earlier of (a) 5:00
p.m. Pacific Time on January 31, 2010, or (b) the closing of any merger, consolidation or other
reorganization of the Company with or into any other corporation or other business entity, or the
sale of all or substantially all of its assets, or the liquidation or dissolution of the Company
(each, a “Transaction”). The Company shall provide Holder with written notice not less than 10
days prior to the closing of any proposed Transaction. All restrictions set forth herein on the
shares of Warrant Stock issued upon exercise of any rights hereunder shall survive such exercise
and expiration of the rights granted hereunder.



6. Adjustments to Warrant. In case the Company shall issue any shares of Common Stock
as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater
number of shares, then, in either of such cases, the Exercise Price in effect at the time of such
action shall be proportionately reduced and the number of shares of Warrant Stock at that time
purchasable pursuant to this Warrant shall be proportionately increased; and, conversely, in the
event the Company shall contract the number of outstanding shares of Common Stock by combining such
shares into a smaller number of shares, then, in such case, the Exercise Price in effect at the
time of such action shall be proportionately increased and the number of shares of Warrant Stock at
that time purchasable pursuant to this Warrant shall be proportionately decreased. Any
calculations of adjustments shall be made to the nearest cent or to the nearest one whole share, as
the case may be.



7. Restrictions on Transfer. Neither this Warrant nor the Warrant Stock have been
registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable
state law, and no interest therein may be sold, distributed, assigned, offered, pledged or
otherwise transferred unless (a) there is an effective registration statement under such Act and
applicable state securities laws covering any such transaction involving said securities, (b) the
Company receives an opinion of legal counsel for Holder (concurred in by legal counsel for the
Company) stating that such transaction is exempt from registration, or (c) the Company otherwise
satisfies itself that such transaction is exempt from registration.



8. Legend. A legend setting forth or referring to the restrictions stated in Section
7 shall be placed on this Warrant, any replacement hereof and any certificates representing Warrant
Stock, and a stop transfer restriction or order shall be placed on the books of the Company and
with any transfer agents against this Warrant and shares of Warrant Stock until they may be legally
sold or otherwise transferred.



9. Fractional Shares. No fractional shares shall be issued upon the exercise of the
Warrant. In lieu of fractional shares, the Company shall round the number of shares to be issued
upon exercise of this Warrant to the nearest whole share.



10. Holder as Owner. Unless this Warrant is transferred or assigned, the Company may
deem and treat the Holder at all times as the absolute owner of the Warrant evidenced hereby for
all purposes regardless of any notice to the contrary.



11. No Rights as Shareholder. This Warrant shall not entitle Holder to any voting
rights or any other rights as a shareholder of the Company, or to any other rights whatsoever
except the rights stated herein; and no dividend or interest shall be payable or shall accrue in
respect of this Warrant or the shares purchasable hereunder unless, and until, and except to the
extent that, this Warrant shall be exercised.



12. Piggyback Registration Rights. Holder shall be entitled to certain piggyback
registration rights with respect to the Warrant Stock as set forth on the attached Exhibit C.



13. Exchange or Destruction of Warrant. This Warrant is exchangeable, without expense
to Holder and upon delivery hereof to the Company, for Warrants of different denominations
entitling Holder to purchase shares of Warrant Stock equal in total number and identical in type to
the shares of Warrant Stock covered by this Warrant. In addition, upon receipt by the Company of
evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an affidavit
and indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company at its expense will make and deliver a new
Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.



14. Notices. Unless otherwise provided, any notice, request or other document
required or permitted to be given or delivered to Holder hereof or the Company shall be given in
writing and shall be deemed effectively given (a) upon personal delivery to the party to be
notified, (b) upon confirmation of receipt by fax by the party to be notified, or (c) upon receipt
if delivered by prepaid overnight delivery, courier service or registered or certified mail
addressed, (i) if to Holder, to the address of Holder most recently furnished in writing to the
Company and (ii) if to the Company, to the address set forth below, or in either case at such other
address as such party may designate by five days’ advance written notice to the other party given
in the foregoing manner.



15. Successors and Assigns. The terms and provisions of this Warrant shall be binding
upon the Company and Holder and their respective successors and assigns, subject at all times to
the restrictions set forth herein.



16. Applicable Law. The validity, interpretation and performance of this Warrant
shall be governed by the laws of the State of Washington.



[Remainder of Page Intentionally Left Blank; Signature Page Follows]





1







EXECUTED as of the day and year first above written.




PACIFIC BIOMETRICS, INC.



	 	 	 
	By: /s/ Ronald R. Helm

	 	

	 
	 	 
	 

	 
	 	 
	Ronald R. Helm, Chief Executive Officer

	 
	 	 
	Address:

	 	220 West Harrison St.








	 	 	 	Seattle, WA 98119





2




Exhibit A to Common Stock Purchase Warrant




ELECTION TO PURCHASE




Pacific Biometrics, Inc.


220 West Harrison St.


Seattle, WA 98119


Attention: Corporate Secretary



The undersigned hereby irrevocably elects to purchase      shares of Common Stock of
Pacific Biometrics, Inc., a Delaware corporation (the “Company”), issuable upon the exercise of the
attached Warrant, and requests that certificates for such shares be issued in the name of and
delivered to the undersigned at the address stated below. If said number of shares shall not be
all the shares which may be purchased pursuant to the attached Warrant, the Company shall issue a
new Warrant to the Holder evidencing the right of the Holder to purchase the balance of such shares
under terms identical to the attached Warrant.



The undersigned hereby agrees with and represents to the Company that such shares of Common
Stock are acquired for investment and not with a view to, or for sale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act of 1933, as
amended, and that the undersigned has no present intention of distributing or reselling such
shares. The undersigned acknowledges and agrees that the exercise of the attached Warrant and the
issuance and transfer of the Common Stock to be purchased are subject to Sections 7 and 8 of the
attached Warrant.



	 	 	 	 	 
	Payment enclosed in the amount of:
	 	$	—	 
	Dated: ______________, 200__
	 	 	 	 
	Name of Holder of Warrant (please
print):
	 	 	—	 
	Address:
	 	 	—	 
	 
	 	 	—	 
	 
	 	 	—	 
	Signature:
	 	 	—	 







3




Exhibit B to Common Stock Purchase Warrant




NOTICE OF NET ISSUANCE EXERCISE




Pacific Biometrics, Inc.


220 West Harrison St.


Seattle, WA 98119


Attention: Corporate Secretary



The undersigned hereby irrevocably elects to convert      % of the attached Warrant into
such number of shares of Common Stock of Pacific Biometrics, Inc. (the “Company”) as is determined
pursuant to Section 2(b) of the attached Warrant. The undersigned requests that certificates for
such net issuance shares be issued in the name of and delivered to the undersigned, at the address
stated below. If the Holder does not elect to convert this entire Warrant, the Company shall issue
a new Warrant to the Holder evidencing the Holder’s right to purchase the remaining portion of
shares under terms identical to the attached Warrant.



The undersigned hereby agrees with and represents to the Company that such shares of Common
Stock are acquired for investment and not with a view to, or for sale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act of 1933, as
amended, and that the undersigned has no present intention of distributing or reselling such
shares. The undersigned acknowledges and agrees that the exercise of the attached Warrant and the
issuance and transfer of the Common Stock to be purchased are subject to Sections 7 and 8 of the
attached Warrant.



	 	 	 	 	 
	Dated: ______________, 200__
	 	 	 	 
	Name of holder of Warrant:
	 	 	—	 
	   (please print)

	Address:
	 	 	—	 
	 
	 	 	—	 
	 
	 	 	—	 
	Signature:
	 	 	—	 







4




Exhibit C to Common Stock Purchase Warrant




PIGGYBACK REGISTRATION RIGHTS




1. Registration Rights. Holder shall be entitled to the following registration rights:




1.1 Definitions



(a) The terms “register,” “registered,” and “registration” refer to a registration effected by
preparing and filing a registration statement or similar document in compliance with the Securities
Act of 1933, as amended (the “Securities Act”), and the declaration or ordering of effectiveness of
such registration statement or document;



(b) The term “Registrable Securities” means (i) the shares of Common Stock issued on exercise
of the common stock purchase warrant by the Holder, and (ii) any other shares of Common Stock of
the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the Common Stock; provided, however, that the foregoing
definitions of Registrable Securities shall exclude in all cases any Registrable Securities sold by
a person in a transaction in which his or her rights hereunder are not assigned. Notwithstanding
the foregoing, such Common Stock or other securities shall only be treated as Registrable
Securities if and so long as they have not been (A) sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or (B) sold in a
transaction exempt from the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect
thereto, if any, are removed upon the consummation of such sale;



(c) The number of shares of “Registrable Securities then outstanding” shall be determined by
the number of shares of Common Stock outstanding which are, and the number of shares of Common
Stock issuable pursuant to then exercisable or convertible securities which are, Registrable
Securities;



(d) The term “Holder” means any person owning or having the right to acquire Registrable
Securities;




(e) The term “SEC” means the Securities and Exchange Commission.



1.2 Piggy Back Registration Rights. If the Company proposes to register (including
for this purpose a registration effected by the Company for shareholders other than the Holders)
any of its stock or other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration relating solely to the sale
of securities to participants in a Company stock plan or a transaction covered by Rule 145 under
the Securities Act, a registration in which the only stock being registered is Common Stock
issuable upon conversion of debt securities which are also being registered, or any registration on
any form which does not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable Securities, as the case
may be), the Company shall, at such time, promptly give Holder written notice of such registration.
Upon the written request of Holder, as the case may be, given within 20 days after mailing of such
notice by the Company in accordance with Section 14 of the Warrant, the Company shall,
subject to the provisions of Section 1.5, cause to be registered under the Securities Act
all of the Registrable Securities, as the case may be, that such Holder has requested to be
registered.



1.3 Obligations of the Company. Whenever required under this Section 1 to
effect the registration of any Registrable Securities, the Company shall, as expeditiously as
reasonably possible:



(a) Prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to become effective, and
to keep such registration statement continuously effective for a period of 120 days following its
initial effective date.



(b) Prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement.



(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such other documents as
they may reasonably request in order to facilitate the disposition of Registrable Securities owned
by them.



(d) Use its best efforts to register and qualify the securities covered by such registration
statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions where it has not already done so.



(e) In the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the managing underwriter of such
offering. Each Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.



(f) Notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such registration statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing.



(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then listed.



(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the
effective date of such registration.



(i) Use its best efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities, as the case may be, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration pursuant to this
Section, if such securities are being sold through underwriters, or, if such securities are
not being sold through underwriters, on the date that the registration statement with respect to
such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities, and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters in an underwritten
public offering, addressed to the underwriters, if any, and to the Holders requesting registration
of Registrable Securities.



1.4 Expenses. All expenses other than underwriting discounts and commissions incurred
in connection with registration pursuant to this Section, including the registration, filing, and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the
Company shall be borne by the Company. In addition, each Holder shall be bear and pay all legal
fees and expenses incurred by legal counsel selected by such Holder in connection with the review
of such registration statement, filing or qualification of the Registrable Securities.



1.5 Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company’s capital stock, the Company shall not be required to include
any of the Holders’ securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by it (or by other
persons entitled to select the underwriters), and then only in such quantity as the underwriters
determine in their sole discretion will not jeopardize the success of the offering by the Company.



1.6 Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result of any controversy
that might arise with respect to the interpretation or implementation of this Section.




1.7 Indemnification



(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder,
the partners, members, officers, directors and shareholders of each Holder, any underwriter (as
defined in the Securities Act) for such Holder, and each person, if any, who controls such Holder
or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or
several) to which they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any preliminary prospectus or
final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company
will pay to each such indemnified person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in this
subsection 1.7(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent of the Company
(which consent shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability, or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any such indemnified person.



(b) To the extent permitted by law, each selling Holder severally but not jointly will
indemnify and hold harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter, any other selling security holder in such registration statement
and any controlling person of any such underwriter or other Holder, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing persons may become
subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based
upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished by such Holder expressly for
use in connection with such registration; and each such Holder will pay, as incurred, any legal or
other expenses reasonably incurred by any person intended to be indemnified pursuant to this
subsection 1.7(b), in connection with investigating or defending any such loss, claim,
damage, liability, or action; provided, however, that the indemnity agreement contained in this
subsection 1.7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Holder, which
consent shall not be unreasonably withheld; provided, that, in no event shall any indemnity under
this subsection 1.7(b) exceed the net proceeds from the offering received by such Holder,
except in the case of willful fraud by such Holder.



1.8. No Assignment. The rights to cause the Company to register the Registrable
Securities pursuant hereto may not be assigned to any party without the express written consent of
the Company.



1.9 Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Section 1 after the earlier of (i) January 31, 2010, or (ii)
such time as Rule 144 or another similar exemption under the Securities Act is available for the
sale of all of such Holder’s Registrable Securities during a three-month period without
registration.



1.10 Amendment or Modification of Registration Rights. The rights granted to Holder
hereunder may not be amended or modified without the written consent of the Company and Holders of
a majority of the then outstanding Registrable Securities. Any amendment approved pursuant to the
terms of this Section 1.10 shall be binding on, and enforceable against, all other Holders.




5