REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2013 • POSITIVEID Corp • Communications equipment, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2013, between PositiveID Corporation, a Delaware corporation (the “Company”), and Ironridge Global IV, Ltd., a British Virgin Islands business company (the, a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2016, by and between POSITIVEID CORPORATION, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach, FL 33445 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2012 • POSITIVEID Corp • Communications equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______, 2012, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2017, by and between PositiveID Corp, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach 33445, (the “Company”), and UNION CAPITAL, LLC, a New York limited liability company, with its address at 525 Norton Parkway, New Haven, CT 06511 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 9, 2017, by and between POSITIVEID CORPORATION, a Delaware corporation, with its address at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2016, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 15, 2017Convertible Security Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
THIS 4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 4% Original Issue Discount Senior Secured Convertible Promissory Note of PositiveID Corporation, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, designated as its 4% Original Issue Discount Senior Secured Convertible Promissory Note due July 15, 2017 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2012, is by and among PositiveID Corporation, a Delaware corporation with headquarters located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2016 • POSITIVEID Corp • Laboratory analytical instruments • Delaware
This Registration Rights AGREEMENT (the “Agreement”), dated as of August 29, 2016 (the “Execution Date”), is entered into by and between PositiveID Corp., a Delaware corporation with its principal executive office at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2012, is by and among PositiveID Corporation, a Delaware corporation with headquarters located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the ”Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of January 28, 2016 (this “Agreement”), is among PositiveID Corporation, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holders of the Company’s 4% Original Issue Discount Senior Secured Convertible Promissory Note due eighteen (18) months following its issuance, in the original principal amount of $2,100,000.00 (the “Note”) signatory hereto, their endorsees, transferees, and assigns (collectively, the “Secured Parties”).
INVESTMENT AGREEMENTInvestment Agreement • May 10th, 2013 • POSITIVEID Corp • Communications equipment, nec • New York
This INVESTMENT AGREEMENT (the “Agreement”), dated as of May 10, 2013 (the “Execution Date”), is entered into by and between PositiveID Corporation, a Delaware corporation (the “Company”), with its principal executive office at 1690 South Congress Avenue, Suite 201, Delray Beach, FL 33445, and IBC Funds LLC, a Nevada limited liability company (the “Investor”), with its principal executive office at 5348 Vegas Drive, Las Vegas, NV 89108.
RESERVE EQUITY FINANCING AGREEMENTEquity Financing Agreement • September 2nd, 2016 • POSITIVEID Corp • Laboratory analytical instruments • Delaware
ThisEQUITY FINANCINGFINANCINGAGREEMENT (the “Agreement”), dated as of August 29, 2016 (the “Execution Date”), is entered into by and between PositiveID Corp., a Delaware corporationwith its principal executive office at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 5th, 2018 • POSITIVEID Corp • Laboratory analytical instruments • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 2nd day of January, 2018 by and between PositiveID Corp.,(the “Company”), and GHS Investments, LLC (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made as of this 31st day of December, 2012, but made effective as of January 16, 2013, by and between Steel Vault Security, LLC, a Florida limited liability company, MicroFluidic Systems, a California corporation, VeriGreen Energy Corporation, a Florida corporation, Steel Vault Corporation, a Delaware corporation, IFTH NY Sub, Inc., a New York corporation, and IFTH NJ Sub, Inc., a New Jersey corporation (each of the foregoing sometimes individually referred to as a “Company” and all of them sometimes collectively hereinafter referred to as the “Companies”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).
Unaudited Pro Forma Condensed Combined Financial InformationStock Purchase Agreement • September 30th, 2016 • POSITIVEID Corp • Laboratory analytical instruments
On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015.
VERICHIP CORPORATION [ ] Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT San Francisco, CaliforniaUnderwriting Agreement • January 22nd, 2007 • VeriChip CORP • Communications equipment, nec • New York
ContractCommon Stock Purchase Warrant • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 26th, 2014 • POSITIVEID Corp • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2014, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 26th, 2006 • VeriChip CORP • Communications equipment, nec
POSITIVEID CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER POSITIVEID CORPORATION 2011 STOCK INCENTIVE PLANRestricted Stock Award Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [insert Grant Date] (the “Grant Date”) between PositiveID Corporation, a Delaware corporation (the “Company”) and [insert name of Grantee] (the “Grantee”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
SUBSIDIARY GUARANTEE, dated as of January 28, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Purchaser signatory (together with their permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between PositiveID Corporation, a Delaware corporation (the “Company”) and the Purchaser.
AMENDED AND RESTATED SUPPLY, LICENSE, AND DEVELOPMENT AGREEMENTSupply, License, and Development Agreement • May 25th, 2006 • VeriChip CORP • Communications equipment, nec • Minnesota
THIS AMENDED AND RESTATED SUPPLY, LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”), is dated as of the 27th day of December, 2005 by and between DIGITAL ANGEL CORPORATION, a Delaware corporation (“Company”), and VERICHIP CORPORATION, a Delaware corporation (“VeriChip”).
AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • September 8th, 2009 • VeriChip CORP • Communications equipment, nec • Florida
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 4, 2009 (the “Agreement”), by and among Steel Vault Corporation, a Delaware corporation (the “Company”), VeriChip Corporation, a Delaware corporation (“Acquiror”) and VeriChip Acquisition Corp., a Delaware corporation (“MergerCo”).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • January 13th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This Preferred Stock Purchase Agreement (“Agreement”) is made and entered into as of January 13, 2012 (“Execution Date”), by and between PositiveID Corporation, a Delaware corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 15, 2017Convertible Security Agreement • August 14th, 2015 • POSITIVEID Corp • Communications equipment, nec • New York
THIS 4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 4% Original Issue Discount Senior Secured Convertible Promissory Note of PositiveID Corporation, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, designated as its 4% Original Issue Discount Senior Secured Convertible Promissory Note due February 15, 2017 (the “Note”).
SECURITY AGREEMENTSecurity Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida
This is a Security Agreement (the “Security Agreement”), dated September 7, 2012, between PositiveID Corporation, a Delaware corporation (the “Debtor”) and William J. Caragol, Jr. (the “Secured Party”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 19th, 2010 • POSITIVEID Corp • Communications equipment, nec • New York
Effective this 26th day of February, 2010 (the “EFFECTIVE DATE”), PositiveID Corporation (formerly known as VeriChip Corporation), a corporation organized and existing under the laws of Delaware having its principal office at 1690 South Congress Avenue, Suite 200, Delray Beach, FL, 33445, and its AFFILIATES (hereinafter “LICENSEE”) and RECEPTORS LLC, a corporation organized and existing under the laws of the State of Minnesota, having its principal office at Suite 510, 1107 Hazeltine Blvd., Chaska, MN 55318, U.S.A., and its AFFILIATES, as defined below, (hereinafter, collectively, “RECEPTORS”) agree, for the consideration set forth in Section 2.1 of this Agreement, to amend and restate the License Agreement, dated October 6, 2009, by and between LICENSEE and RECEPTORS as follows:
ContractConvertible Note • October 10th, 2014 • POSITIVEID Corp • Communications equipment, nec • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE WORKING CAPITALRevolving Line of Credit Note • January 22nd, 2007 • VeriChip CORP • Communications equipment, nec
FOR VALUE RECEIVED, the undersigned, VeriChip Corporation, a Delaware corporation with a principal place of business at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Borrower”), hereby promises to pay to the order of Applied Digital Solutions, Inc., a Missouri corporation located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Lender”), at such address, or such other place or places as the holder hereof may designate in writing from time to time hereafter, the maximum principal sum of Fourteen Million Five Hundred Thousand Dollars ($14,500,000.00), or, if less, so much thereof as may be advanced or readvanced by the Lender to the Borrower pursuant to the terms of the Loan Agreement (as hereinafter defined), together with interest as provided for herein below, in lawful money of the United States of America.
ContractWarrant Agreement • August 13th, 2009 • VeriChip CORP • Communications equipment, nec • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.
STOCK PURCHASE AGREEMENT by and among POSITIVEID CORPORATION, and the SOLE SHAREHOLDER OF Dated as of December 22, 2015Stock Purchase Agreement • December 29th, 2015 • POSITIVEID Corp • Laboratory analytical instruments • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2015 is entered into between PositiveID Corporation, a Delaware corporation (“Buyer”), and the sole shareholder of E-N-G Mobile Systems, Inc., a California close corporation (the “Company”), Dick Glass ( “Seller”).
VERICHIP CORPORATION REGISTRATION AGREEMENTRegistration Agreement • December 29th, 2005 • VeriChip CORP • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 10, 2005 between VeriChip Corporation, a Delaware corporation (the “Company”), and Perceptis, L.P., a Delaware limited partnership (the “Stockholder”).
GUARANTY OF COLLECTIONGuaranty of Collection • August 13th, 2009 • VeriChip CORP • Communications equipment, nec • Florida
THIS GUARANTY OF COLLECTION (this “Guaranty”) is made as of June 4, 2009, by WILLIAM J. CARAGOL (the “Guarantor”) to and for the benefit of VERICHIP CORPORATION, a Delaware corporation (“VeriChip”), and solely for purposes of Section 8 hereof, between Guarantor and STEEL VAULT CORPORATION, a Delaware corporation (“Borrower”).
STOCK LOAN AGREEMENTStock Loan Agreement • October 1st, 2009 • VeriChip CORP • Communications equipment, nec • New York
This Stock Loan Agreement (“Agreement”) is entered into and effective as of September 29, 2009 (“Effective Date”), by and between R & R Consulting Partners, LLC, a Florida limited liability company (“Lending Stockholder”) of VeriChip Corporation, a Delaware corporation (“Company”), and Optimus Capital Partners, LLC, a Delaware limited liability company, doing business as Optimus Technology Capital Partners, LLC (including its designees, successors and assigns, “Borrower”).
