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”).
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”).
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.
ContractWarrant Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • 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.
