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”).
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”).
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.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).
ContractSubordination Agreement • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Letter Agreement re Subordination of Seller Payments dated as of July 25, 2016 (the "subordination agreement"), by and among 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, Logicmark, LLC, a Delaware limited liability company, NXT-ID, Inc., a Delaware corporation, and ExWorks Capital Fund I, L.P., in its capacity as agent for the Lenders (in such capacity, "senior lender"), to the indebtedness (including interest) owed by borrower (as defined below) and certain of its affiliates pursuant to that certain Loan and Security Agreement dated as of July 25, 2016 between borrower the other "Loan Party Obligors" from time to time party thereto, Agent and the "Lenders" from tim
ContractSubordination Agreement • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain Letter Agreement re Subordination of Seller Payments dated as of July 25, 2016 (the "subordination agreement"), by and among 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, Logicmark, LLC, a Delaware limited liability company, NXT-ID, Inc., a Delaware corporation, and ExWorks Capital Fund I, L.P., in its capacity as agent for the Lenders (in such capacity, "senior lender"), to the indebtedness (including interest) owed by borrower (as defined below) and certain of its affiliates pursuant to that certain Loan and Security Agreement dated as of July 25, 2016 between borrower the other "Loan Party Obligors" from time to time party thereto, Agent and the "Lenders" from tim
Logicmark Investment Partners, LLC Gottlieb Family, LLC Ben Cornett Kevin O'Connor Generation3 Partners I, LLC c/o Logicmark Investment Partners, LLC Buffalo Grove, Illinois 60089Subordination of Seller Payments • July 27th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Illinois
This Letter Agreement ("Agreement") pertains to the actions taken in order to implement and complete the sale by 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 (together the "Sellers") of all of the membership interests of Logicmark, LLC, a Delaware limited liability company (the "Company"), to NXT-ID, Inc., a Delaware corporation (the "Buyer") under that certain Interest Purchase Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the "Purchase Agreement") dated as of May 17, 2016. Unless otherwise defined herein, initially capitalized words and expressions herein shall have the same meaning as in the Purchase Agreement. A portion of acquisition consideration payable under the Purchase Agreement shall be evidenced by that certain Secured Subordinated
