AMENDMENT AND AFFIRMATION OF
GUARANTY
This AMENDMENT
AND AFFIRMATION OF GUARANTY is made as of February 28,
2007, by and among SAFEGUARD DELAWARE, INC. (“SDI”),
SAFEGUARD SCIENTIFICS (DELAWARE), INC. (“SSI”;
collectively with SDI, “Guarantors”, each, a
“Guarantor”) and COMERICA BANK
(“Bank”).
Bank and LAUREATE
PHARMA, INC. (“Borrower”) are parties to that certain
Loan and Security Agreement dated as of December 1, 2004, as
amended, including without limitation by that certain First
Amendment to Loan and Security Agreement dated as of
January 31, 2005, that certain Second Amendment to Loan and
Security Agreement dated as of May 6, 2005, that certain Third
Amendment to Loan and Security Agreement dated as of June 20,
2005, that certain letter agreement dated as of January 28,
2006, that certain Fourth Amendment to Loan and Security Agreement
dated as of February 28, 2006, that certain Fifth Amendment to Loan
and Security Agreement dated as of August 2, 2006
(collectively, the “Loan Agreement”). Guarantors
executed for the benefit of Bank an Unconditional Guaranty dated as
of December 1, 2004, as amended from time to time, including
by that certain Affirmation and Amendment of Guaranty dated as of
May 6, 2005, that certain Affirmation and Amendment of
Guaranty dated as of June 20, 2005, that certain Affirmation
of Guaranty dated as of February 28, 2006, and that certain
Affirmation of Guaranty dated as of August 2, 2006 (the
“Guaranty”), gu
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