SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 4th, 2013 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 27, 2013, by and between SANOMEDICS INTERNATIONAL HOLDINGS, INC., a Delaware corporation, with headquarters located at 444 Brickell Avenue - Suite 415, Miami, FL 33131 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
Date of Issuance: 10/24/14 13% CONVERTIBLE DEBENTURE DUE 4/24/15Securities Agreement • October 31st, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
THIS DEBENTURE is a duly authorized and issued 13% Convertible Debenture of Sanomedics International Holdings, Inc. having a principal place of business at 444 Brickell Avenue Suite 415 Miami, FL 33131 ("Company"), due 4/24/15 (the "Debenture").
REPLACEMENT REVOLVING NOTE A -3Note Agreement • October 24th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
FOR VALUE RECEIVED, SANOMEDICS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the "Issuing Borrower"), THERMOMEDICS, INC., a Florida corporation, ANOVENT, INC., a Florida corporation and PRIME TIME MEDICAL, INC., a Florida corporation, whose address is 444 Brickell Avenue, Suite 415, Miami, FL 33131 (each of the foregoing, including the Issuing Borrower, hereinafter sometimes individually referred to as a "Borrower" and all such entities sometimes hereinafter collectively referred to as "Borrowers"), jointly, severally and collectively, promise to pay to the order of TCA GLOBAL CREDIT MASTER FUND, LP (hereinafter, together with any holder hereof, "Lender"), whose address is 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169, on or before the RevolVing Loan Maturity Date, One Million Two Hundred Twenty Five Thousand One Hundred Fifty Three Dollars and 61/100 ($1,225,153.61), together with interest (computed on the actual number of days elapsed on the basis of a 360 da
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • August 16th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
This Amendment No. 2 to the Convertible Promissory Note (this "Amendment") is executed as of August 1, 2011, by Sanomedics International Holdings, Inc., a Delaware corporation (the “Maker”); and CLSS Holdings, LLC ("Holder") to amend the Convertible Promissory Note dated December 7, 2009 (as amended) of the Maker in favor of the Holder (the "Note").
STOCK PURCHASE AGREEMENT by and between POSITIVEID CORPORATION and SANOMEDICS, INC. SHAREHOLDER OF THERMOMEDICS, INC. Dated as of October 21, 2015 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 26th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec • Florida
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 21, 2015 is entered into between PositiveID Corporation, a Delaware corporation (“Buyer”) and Sanomedics, Inc., a Delaware corporation (the “Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 24, 2011, is made by and between Sanomedics International Holdings, Inc., a Delaware corporation, having an address at 80 SW 8th St. Suite 2180 Miami FL 33130 ("Company") and Dom Gatto, having an address at 130 Elm Street Fairfield, CT 06824("Executive").
MANAGEMENT SERVICES AND CONTROL AGREEMENTManagement Services and Control Agreement • December 10th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec • Florida
THIS MANAGEMENT SERVICES AND CONTROL AGREEMENT (the "Agreement"), effective as of December 4, 2015, is made by and between PositiveID Corporation, a Delaware corporation (the "Company" or "Manager"), Sanomedics, Inc., a Delaware corporation ("Sano") and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation ("Thermo") (together, the "Parties").
SECURITY AGREEMENTSecurity Agreement • March 21st, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
THIS SECURITY AGREEMENT (this "Agreement") made as of March 10,2011between SANOMEDICS INTERNATIONAL HOLDINGS INC., a Delaware corporation (the "Maker"); and CLSS HOLDINGS LLC, a Florida Limited Liability Company, or assigns ("Holder").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • Sanomedics International Holdings, Inc • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 18,2010, is made by and between Sanomedics International Holdings, Inc., a Delaware corporation, having an address at 80 SW 8th St. Suite 2180 Miami FL 33130 ("Company") and Keith Houlihan, having an address at 2520 Coral Way Dr. #2-95, Miami, Florida 33145 ("Executive").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 26th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec • New York
This STOCK PURCHASE AGREEMENT, dated as of October 21, 2015, (this "Agreement"), is made and entered into by and among The Brace Shop, LLC, a [Florida] limited liability company (the "Company"), Mrs. Lynne Shapiro (the "Seller") and Sanomedics, Inc., a Delaware corporation ("Buyer").
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT by and between POSITIVE ID CORPORATION and SANOMEDICS, INC., SHAREHOLDER OF THERMOMEDICS, INC.Stock Purchase Agreement • December 10th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec
This FIRST AMENDMENT is made as of December 4, 2015 by and between Positive ID Corporation, a Delaware corporation ("Buyer") and Sanomedics, Inc., a Delaware Corporation ("Seller").
ContractConvertible Note • May 16th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE COMPANY 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
SECURITY AGREEMENTSecurity Agreement • December 10th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec • Florida
This Security Agreement (this "Agreement"), is made as of 4th day of December, 2015 by and between PositiveID Corporation, a Delaware corporation (the "Secured Party"); and Sanomedics, Inc., a Delaware corporation ("Debtor")(together, the "Parties").
SECURITY AGREEMENTSecurity Agreement • December 10th, 2015 • Sanomedics, Inc. • Measuring & controlling devices, nec • Florida
This Security Agreement (this "Agreement"), is made as of 4th day of December, 2015 by and between PositiveID Corporation, a Delaware corporation (the "Secured Party"); and Thermomedics, Inc., a Nevada corporation ("Debtor") (together, the "Parties").
AGREEMENT BY AND AMONG POSITIVE ID CORPORATION, SANOMEDICS, INC. AND THERMOMEDICS, INC.Stock Purchase Agreement • March 14th, 2016 • Sanomedics, Inc. • Measuring & controlling devices, nec
This AGREEMENT is entered into as of March 4, 2016 by and among Positive ID Corporation, a Delaware corporation (the "Company"); Sanomedics, Inc., a Delaware Corporation ("Sano") and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation ("Thermo") (together, the "Parties").
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 6th, 2013 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
This Amendment (the “Amended Agreement”) is dated as of August 30, 2013 and amends that certain Stock Purchase Agreement (the “Original Agreement”) dated April 26, 2013, by and among Sanomedics International Holdings, Inc., a Delaware corporation (“Parent”), Anovent, Inc., a Florida corporation (“Buyer”), Prime Time Medical, Inc., a Florida corporation (the “Company”), and Mark R. Miklos, the sole equity holder of the Company (“Seller”).
AMENDMENT NO. 1 EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
This Amendment No. 1 (the “Amended Agreement”) to that certain Employment Agreement is dated December 20, 2010, and supplements and amends that certain Employment Agreement (the “Original Agreement”) dated July 28, 2010 (the “Effective Date”), by and between Sanomedics International Holdings, Inc., a Delaware corporation with its principal place of business at 80 SW 8th St. Suite 2180 Miami FL 33130 (the "Company") and Gary J. O’Hara, having an address at 18310 Calle La Serra, Rancho Santa Fe, CA. 92091 (the "Executive").
SANOMEDICS INTERNATIONAL HOLDINGS INC. STOCK OPTION AGREEMENTStock Option Agreement • October 29th, 2010 • Sanomedics International Holdings, Inc • New York
STOCK OPTION AGREEMENT (the "Agreement"), dated as of April 2, 2009, by and between SANOMEDlCS INTERNATIONAL HOLDINGS INC. (the "Company"), a Delaware corporation and Craig Sizer (the "Grantee").
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 16th, 2013 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Texas
EQUITY PURCHASE AGREEMENT, dated as of 10th July 2013, by and among Sanomedics International Holdings, Inc., a Delaware corporation (“Parent”), Anovent, Inc., a Florida corporation (“Buyer”), Duke Medical Equipment LLC, a Texas limited liability company (the “Company”), and Vann R. Duke, the sole equity holder of the Company (“Seller”).
DEBT PURCHASE AGREEMENTDebt Purchase Agreement • May 16th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • New York
This Debt Purchase Agreement (the “Agreement”) made as of this 17th day of March, 2014, by and between Union Capital, LLC (the “Assignor”) and Jax Capital Growth LLC (the “Assignee”).
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • February 24th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
THIS FIRST AMENDMENT TO COMMERCIAL LEASE (this "First Amendment") is made and entered as of the 22 day of March, 2010 (the "Effective Date"), by and between CRP-2 BRICKELL, LLC, a Delaware limited liability company ("Landlord"), and SANOMEDICS INTERNATIONAL HOLDINGS, INC., a Florida corporation ("Tenant").
DEBT SECURITIES PURCHASE AND ASSUMPTION AGREEMENT & SECURITIES ECHANGE AND SETTLEMENT AGREEMENTDebt Securities Purchase and Assumption Agreement • November 14th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • New York
THIS AGREEMENT is made as of the Effective Date below by and between the undersigned Seller ("Seller" or the "Company") and the undersigned assignee ("Assignee" and with Seller, the "Parties") and is joined in by the subject trading company, on the signature page hereof, for the express purpose stated.
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2010 • Sanomedics International Holdings, Inc • Florida
THIS AGREEMENT ("Agreement"), dated as of July 28, 2010, is made by and between Sanomedics International Holdings, Inc., a Delaware corporation, having an address at 80 SW 8th St. Suite 2180 Miami FL 33130 ("Company") and Gary J. O'Hara, having an address at 18310 Calle La Serra. Rancho Santa Fe, CA. 92091 ("Executive").
NOTE EXTENSION AGREEMENTNote Extension Agreement • March 21st, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
THIS NOTE EXTENSION AGREEMENT (this Agreement”) is made as of March 10, 2011, between SANOMEDICS INTERNATIONAL HOLDINGS INC., a Delaware corporation (the “Maker”), and CLSS HOLDINGS LLC, a Florida limited liability company (“Holder”).
MANUFACTURING AGREEMENT THIS AGREEMENT dated the 16th day of 2010.Manufacturing Agreement • January 13th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
The Seller may inspect the Products within a reasonable time after delivery. The Manufacturer shall be responsible for related charges paid by the Manufacturer for the delivery to the Seller of the Products found by the Seller to be non-conforming. The may return such Products to the at Manufacturer's reasonable risk and expense. Payment shall not constitute an acceptance of the Products nor impair the Seller's right to inspect or any of its other remedies.
COMMON STOCK PURCHASE AGREEMENT Private and ConfidentialCommon Stock Purchase Agreement • October 29th, 2010 • Sanomedics International Holdings, Inc • Virginia
THIS COMMON STOCK PURCHASE AGREEMENT, (the "Agreement") made as of the last executed date below (the "Effective Date"), by and among Sanomedics International Holdings, Inc., a Nevada corporation with a principle address of 7251 W. Lake Mead Blvd. Suite 300, Las Vegas, NV 89128 (the "Buyer") and Belmont Partners, LLC a Virginia limited liability company with a principal address of 261 Main Street, Washington Virginia 22747 ("Seller"), and Niagara Mining & Development Co., Inc. (also known as Grand Niagara Mining and Development Company) a public vehicle organized in the state of Delaware and traded under the symbol "NIMD" (the "Company") and Escrow, LLC ("Escrow Agent") (Buyer, Seller and Company each a "Party" and collectively the "Parties").
ACQUISITION AGREEMENT AND PLAN OF SHARE EXCHANGEAcquisition Agreement • October 29th, 2010 • Sanomedics International Holdings, Inc • Nevada
AGREEMENT, made effective this April 2, 2009 (the "Effective Date") by and among GRAND NIAGARA MINING AND DEVELOPMENT COMPANY, a Idaho corporation, ("NIMD"); SANOMEDICS INTERNATIONAL HOLDINGS, INC., a ___________ corporation Nevada corporation ("SANOMEDICS"); and the persons executing agreement (referred to collectively as "Shareholders" and individually as "Shareholder") who own at least 100% ofthe outstanding shares of SANOMEDICS.
RESELLER AGREEMENTReseller Agreement • February 24th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
THIS RESELLER AGREEMENT is made as of this June 1, 2010, by and between Sanomedics International Holdings, Inc. with its principal place of business located at 80 SW 8th St. Suite 2180 Miami FL 33130. USA (the "Sanomedics") and Scar-Guard, Inc., DBA Thermo Products Co. with its principal place of business located at 4305 Craigs Chapel Road, Greenback, TN, 37742, ("Reseller").
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2013 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of August 30, 2013, is made by and between Sanomedics International Holdings, Inc., a Delaware corporation (“Parent”), Anovent, Inc., a Florida corporation (“Buyer”), Prime Time Medical, Inc., a Florida corporation, having an address at 7201 Bryan Dairy Rd, Largo, FL 33777 (the “Company”), and Mark R. Miklos, having an address at 3647 Dr. Martin Luther King Jr. Street, St. Petersburg, FL 33704 ("Executive").
AMENDMENT AGREEMENTAmendment Agreement • October 24th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Nevada
THIS AMENDMENT AGREEMENT (this "Agreement"), dated and effective as of October 17th, 2014 (the "Effective Date"), is executed by and between Redwood Management, LLC, a limited liability company organized and existing under the laws of the State of Florida ("Redwood"), and Sanomedics International Holdings, Inc., a Delaware corporation, Thermomedics, Inc., a Florida corporation, Anovent, Inc., a Florida corporation and Prime Time Medical, Inc., a Florida Corporation (collectively the "Company")
AMENDMENT NO. 1 EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
This Amendment No. 1 (the “Amended Agreement”) to that certain Employment Agreement is dated December 17, 2010, and supplements and amends that certain Employment Agreement (the “Original Agreement”) dated August 18, 2010 (the “Effective Date”), by and between Sanomedics International Holdings, Inc., a Delaware corporation with its principal place of business at 80 SW 8th St., Suite 2180, Miami FL 33130 (the "Company") and Craig Sizer, having an address at 80 SW 8th St., Suite 2180, Miami FL 33130 (the "Executive").
SECURITY AGREEMENTSecurity Agreement • September 6th, 2013 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Florida
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2013, by and among Sanomedics International Holdings, Inc., a Delaware corporation ("Company"), and Anovent, Inc., a Florida corporation (“Buyer” and collectively with Company, “Maker”) jointly and severally promise to pay to Mark R. Miklos (the “Lender”).
AMENDMENT AGREEMENTAmendment Agreement • September 29th, 2014 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec • Nevada
THIS AMENDMENT AGREEMENT (this "Agreement"), dated and effective as of September 22, 2014 (the "Effective Date"), is executed by and between Redwood Management, LLC, a limited liability company organized and existing under the laws of the State of Florida ("Redwood"), and Sanomedics International Holdings, Inc., a Delaware corporation, Thermomedics, Inc., a Florida corporation, Anovent, Inc., a Florida corporation and Prime Time Medical, Inc., a Florida Corporation (collectively the "Company")
AMENDMENT NO. 1 AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
This Amendment No. 1 (the “Amended Agreement”) to that certain Amended and Restated Employment Agreement is dated December 17, 2010, and supplements and amends that certain Amended and Restated Employment Agreement (the “Original Agreement”) dated as of August 18, 2010 (the “Effective Date”), by and between Sanomedics International Holdings, Inc., a Delaware corporation with its principal place of business at 80 SW 8th St., Suite 2180, Miami FL 33130 (the "Company") and Keith Houlihan, having an address at 80 SW 8th St., Suite 2180, Miami FL 33130 (the "Executive").
MANUFACTURING AGREEMENT THIS AGREEMENT dated the 16th day of 2010. BETWEEN: SANOMEDICS DEVELOPMENT CORP. (the "Seller") - and - RYCOM ELECTRON TECHNOLOGY LIMITED (the "Manufacturer")Manufacturing Agreement • February 24th, 2011 • Sanomedics International Holdings, Inc • Measuring & controlling devices, nec
