COMMON STOCK PURCHASE WARRANT NXT-ID, INC.NXT-Id, Inc. • February 1st, 2021 • 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 5:00 p.m. (New York City time) on February [__], 2026 (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).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 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 each Purchaser (the “Purchase Agreement”).
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
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.NXT-Id, Inc. • July 10th, 2017 • 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).
COMMON STOCK PURCHASE WARRANT Nxt-ID, Inc.NXT-Id, Inc. • September 20th, 2018 • 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 “Initial Exercise Date”) and on or prior to the close of business on [__]1 (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).
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
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”).
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”).
8% Original Issue Discount CONVERTIBLE NOTENXT-Id, Inc. • July 30th, 2015 • 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 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”).
COMMON STOCK PURCHASE WARRANT Nxt-ID, Inc.NXT-Id, Inc. • November 30th, 2016 • 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 November 29, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth-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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December ___, 2015, by and among Nxt-ID, Inc., a Delaware corporation, with headquarters located at 288 Christian Street, Oxford, CT 06478 (the “Company”), and 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 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”).
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”).
SERIES A-2 COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.LogicMark, Inc. • November 21st, 2023 • 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.
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, 2016NXT-Id, Inc. • April 24th, 2015 • 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”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 25, 2016, between Nxt-ID, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT NXT-ID, INC.NXT-Id, Inc. • September 14th, 2021 • Services-detective, guard & armored car services • 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 that the Company announces it has received Stockholder Approval (as defined in Section 1 herein) and the Amendment (as defined in Section 1 herein) to the Company’s Amended Certificate of Incorporation (as defined in Section 1 herein) shall have become effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) 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
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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2015 • NXT-Id, Inc. • Services-detective, guard & armored car services
This Agreement is made pursuant to the Warrant Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
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”).
INDEMNITY AGREEMENTIndemnity 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”).
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.
COMMON STOCK PURCHASE WARRANT NXT-ID, INC.NXT-Id, Inc. • January 4th, 2016 • Services-detective, guard & armored car services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, WorldVentures Holdings, LLC. 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 May 31, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on December 31, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NXT-ID, INC., a Delaware corporation (the “Company”), up to 2,512,500 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).
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 • 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”).
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”).
NXT-ID, INC. FORM OF WARRANT AGREEMENTWarrant Agreement • February 4th, 2013 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
WARRANT AGREEMENT (this “Agreement”) entered into as of January ___, 2013 (the “Issuance Date”), between Nxt-ID, Inc., a Delaware corporation, with offices at One Reservoir Corporate Centre, 4 Research Drive - Suite 402, Shelton CT 06484 (the “Company ”), and [Transfer Agent] with offices at [______] (the “Warrant Agent”).
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”).
Nxt-ID, Inc. Placement Agency Agreement Common Stock and WarrantsSecurities Purchase Agreement • April 14th, 2017 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT LOGICMARK, INC.LogicMark, Inc. • June 20th, 2024 • 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
