COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.Common Stock Purchase Warrant • January 13th, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LogicMark, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to [___]2 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of thi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Agreement is made pursuant to the Settlement Agreement and Release, dated as of the date hereof, between the Company and each Holder Party (the “Settlement Agreement”).
UNDERWRITING AGREEMENT between NXT-ID, INC. and as Representative of the Several Underwriters NXT-ID, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2021 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
The undersigned, Nxt-ID, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto (if any) for which the Representative is acting as representative (the Representative and any such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SERIES A-1 COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.Security Agreement • November 21st, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 15, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LogicMark, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in certificated form.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2021 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2021, is by and among Nxt-ID, Inc., a Delaware corporation with headquarters located at 283 Christian Street, Hangar C 2nd Floor, Oxford, Connecticut 06478 (the “Company”), and the investors who are signatories to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.Pre-Funded Common Stock Purchase Warrant • June 20th, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from LogicMark, Inc., a Nevada corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive
COMMON STOCK PURCHASE WARRANT NXT-ID, INC.Common Stock Purchase Warrant • August 17th, 2021 • NXT-Id, Inc. • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days following the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 17, 2027 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Nxt-ID, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% Original Issue Discount CONVERTIBLE NOTEConvertible Security Agreement • July 30th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
THIS 8% ORIGINAL ISSUE DISCOUNT CONVERTIBLE NOTE is one of a series of duly authorized and validly issued 8% Original Issue Discount Convertible Notes of Nxt-ID, Inc. (the “Company”), having its principal place of business at 288 Christian St, Hanger C, 2nd Fl, Oxford CT 06478, designated as its 8% Original Issue Discount Convertible Note due _______, 2015 (the “Note” and, collectively with the other Notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2016, is by and among Nxt-ID, Inc., a Delaware corporation with headquarters located at 285 North Drive Suite D Melbourne, FL 32934 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
LOGICMARK, INC. AND NEVADA AGENCY AND TRANSFER COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of November 1, 2024Rights Agreement • November 1st, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
Preferred Stock: The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $5.00 per share, or (b) an amount per share equal to 100 times the aggregate payment to be distributed per share of Common Stock of the Company. Each share of Preferred Stock will have 100 votes, voting together with the holders of shares of Common Stock of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock of the Company are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 100 times the amount and type of consideration received per share of Common Stock of the Company. The rights of th
SERIES A-2 COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.Securities Agreement • November 21st, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined in Section 1 herein) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 24, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from LogicMark, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), up to [___] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock.
LOGICMARK, INC. and Nevada Agency and Transfer Company, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 13th, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2023 (“Agreement”), between LogicMark, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Nevada Agency and Transfer Company, a corporation organized under the laws of Nevada (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 20th, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2017 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2017, between Nxt-ID, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 1st, 2021 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 29, 2021, is by and among Nxt-ID, Inc., a Delaware corporation with headquarters located at 283 Christian Street, Hangar C 2nd Floor, Oxford, Connecticut 06478 (the “Company”), and the investors who are signatories to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
Shares of Common Stock1 and Warrants to Purchase [_______] Shares of Common Stock NXT-ID, INC. PURCHASE AGREEMENTPurchase Agreement • August 14th, 2014 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
Nxt-ID, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (“you” or, the “Underwriters”), for whom Northland Securities, Inc. is acting as representative (the “Representative”), (i) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and (ii) warrants of the Company, in the form set forth in Exhibit A hereto, to purchase [●] shares (“Warrant Shares”) of Common Stock at an exercise price of [●] per share (the “Firm Warrants”). Each Firm Share is being sold together with a Firm Warrant to purchase [●] of a share of Common Stock at an exercise price of [●] per share. The Company also has granted the Underwriter an option to purchase up to [●] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”) and warrants of the Company, in the form set forth in Exhibit A
SECURED CONVERTIBLE NOTE DUE APRIL 25, 2016Convertible Security Agreement • April 24th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of NXT-ID, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 288 Christian Street, Oxford, CT 06478, due April 25, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
COMMON STOCK SALES AGREEMENTSales Agreement • January 9th, 2019 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
Nxt-ID, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
logicmark, inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _____, 2023 (the “Effective Date”), by and between LogicMark, Inc., a Nevada corporation (the “Company”), and ___________ (the “Indemnitee”).
LOGICMARK, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2023 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
LogicMark, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of (i) 10,585,000 common units (each a “Common Unit” and collectively, the “Common Units”), with each Common Unit consisting of (A) one share (each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (B) one warrant to purchase one and one-half Share (each a “Warrant” and collectively, the “Warrants”), and (ii) 3,440,000 pre-funded units (each a “Pre-Funded Unit” and collectively, the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (A) one pre-funded warrant (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable to purchase one Share (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share, (B) one Warrant to the several underwriters (such underwriters, for whom Maxim Group L
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 13th, 2020 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2020, between Nxt-ID, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(a) OF THIS WARRANT. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK NXT-ID, INC.Pre-Funded Warrant Agreement • July 10th, 2017 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nxt-ID, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2017 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2017, between Nxt-ID, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG nxt-id, Inc. AND WORLDVENTURES hOLDINGS, llc SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 4th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated December 31, 2015, by and between Nxt-ID, Inc., a Delaware corporation (the “Company”), and WorldVentures Holdings, LLC, a Nevada limited liability company (the “Purchaser”).
LOAN AND SECURITY AGREEMENT Dated as of July 25, 2016 among EXWORKS CAPITAL FUND I, L.P., as Agent, the Lenders from time to time party hereto,Loan and Security Agreement • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Illinois
This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this "Agreement") is entered into on July 25, 2016 among NXT-ID, INC., a Delaware corporation ("Borrower"), each of the parties signatory hereto as a Loan Party Obligor (as defined herein), each of the parties signatory hereto from time to time as Lenders ("Lenders"), and EXWORKS CAPITAL FUND I, L.P., ("ExWorks") as agent (in such capacity "Agent") for the Lenders. The Schedules and Exhibits to this Agreement are an integral part of this Agreement and are incorporated herein by reference.
INDEMNITY AGREEMENTIndemnification Agreement • February 4th, 2013 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of January __, 2013, and is made by and between Nxt-ID, Inc. a Delaware corporation (the “Company”), and [_____], an officer or director of the Company (the “Indemnitee”).
SECURITY AGREEMENTSecurity Agreement • April 24th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This SECURITY AGREEMENT, dated as of April 24, 2015 (this “Agreement”), is among Nxt-ID, Inc., a Delaware corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Guarantor” and together with the Company, the “Debtors”), [________], as collateral agent (the “Collateral Agent”) for and the holders of the Company’s Secured Convertible Notes due April 25, 2016, in the original aggregate principal amount of $1,575,000 (collectively, the “Notes”) (collectively, the “Secured Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2024, between LogicMark, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 24, 2015, between Nxt-ID, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EXCHANGE AGREEMENTExchange Agreement • November 30th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 29th day of November, 2016, by and among NXT-ID, INC., a Delaware corporation (the “Company”), all of the subsidiaries of the Company that are party to the Agreement (collectively, “Subsidiaries”), and the parties identified on Schedule A hereto (each a “Holder” collectively the “Holders”).
Senior Secured Credit Agreement Dated as of May 3, 2019 Among LogicMark, LLC as Borrower, and as Administrative Agent and Collateral AgentSenior Secured Credit Agreement • May 15th, 2019 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This Senior Secured Credit Agreement (this “Agreement”) is entered into as of May 3, 2019, among LogicMark, LLC, a Delaware limited liability company (“Borrower”), each financial institution from time to time party hereto as lender (each, a “Lender” and collectively, the “Lenders”), and , as administrative agent for the Lenders (in such capacity, and together with its successors and assigns, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and together with its successors and assigns, the “Collateral Agent”).
COMMON STOCK PURCHASE WARRANT NXT-ID, INC.Common Stock Purchase Warrant • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nxt-ID, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2014 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of October 1, 2012 (the “Effective Date”) and amended as of March 11, 2013 is entered into by and between Nxt-ID, Inc., a Delaware corporation (the “Company”), and Gino Pereira, an individual with a physical address at 51 Tram Drive, Oxford, CT 06478, (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
INDEMNITY AGREEMENTIndemnity Agreement • January 31st, 2013 • NXT-Id, Inc. • Delaware
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of January __, 2013, and is made by and between Nxt-ID, Inc. a Delaware corporation (the “Company”), and [_____], an officer or director of the Company (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
