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
Form of Warrant AgreementForm of Warrant Agreement • August 14th, 2014 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
THIS WARRANT AGREEMENT (the “Agreement”), dated [_______], 2014, by and between Nxt-ID, a Delaware corporation (the “Company”) and [___________], a [_______ corporation] (the “Warrant Agent”).
NXT-ID, INC. FORM OF WARRANTNXT-Id, Inc. • August 14th, 2014 • Services-detective, guard & armored car services
This Warrant is granted in connection with that certain Purchase Agreement, dated [______], 2014 between the Company and Northland Securities, Inc. as representative of the Underwriters (the “Purchase Agreement”) and the public offering of [_______] Shares of the Common Stock and warrants to purchase [_______] shares of Common Stock registered on the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on [_____], as amended (the “Offering”).
