INTEREST PURCHASE AGREEMENT AMONG LOGICMARK, LLC THE MEMBERS OF LOGICMARK, LLC AND NXt-ID, inc. May 17, 2016Interest Purchase Agreement • May 20th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 17, 2016, by and among NXT-ID, Inc., a Delaware corporation (“Buyer”), LOGICMARK, LLC, a Delaware limited liability company (“Logicmark” or the “Company”), and each of LOGICMARK INVESTMENT PARTNERS, LLC, a Delaware limited liability company, GOTTLIEB FAMILY, LLC, a Virginia limited liability company, BEN CORNETT, KEVIN O’CONNOR and GENERATION3 PARTNERS I, LLC, a Delaware limited liability company (each, as a “Seller” and, together, the “Sellers”), and LOGICMARK INVESTMENT PARTNERS, LLC, a Delaware limited liability company, as Seller Representative. Buyer, Logicmark and Sellers are referred to collectively herein as the “Parties” and each, individually, as a “Party”.
NXT-ID, INC., a Delaware corporation WARRANT TO PURCHASE SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT)Warrant Signature Page • May 20th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This certifies that, for value received, [__________], or its registered assigns (the “Holder”), shall be entitled to receive, subject to the terms set forth below, following the termination of the IPA (as defined herein) (other than a termination pursuant to Section 9(r)(iii) thereof) (the “Termination Date”) the number of shares (subject to adjustment as described herein) of common stock (the “Common Stock”) of Nxt-ID, Inc., a Delaware corporation (the “Company”) equal to (a) $600,000 divided by (b) the Per Share Price (as defined in the IPA) multiplied by (c) the Holder’s Pro Rata Share (as defined in the IPA), with or without surrender hereof consistent with Section 1 of this Warrant at the principal office of the Company, at 285 North Drive, Suite D, Melbourne, FL 32934 (“Principal Office”); provided, however, that this Warrant shall be null and void immediately upon (i) the closing of the transactions contemplated by that certain Interest Purchase Agreement (the “IPA”) by and amo
