0001213900-19-007318 Sample Contracts

TAX MATTERS AGREEMENT by and among Nxt-ID, Inc. and PartX, Inc. Dated as of ___________, 2019 TAX MATTERS AGREEMENT
Tax Matters Agreement • April 29th, 2019 • PartX, Inc. • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of _______, 2019 is by and among Nxt-ID, Inc., a Delaware corporation (“Nxt-ID”), and PartX, Inc., a Delaware corporation (“PartX”). Each of Nxt-ID and PartX is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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LICENSE AGREEMENT
License Agreement • April 29th, 2019 • PartX, Inc.

THIS LICENSE ETITION] AGREEMENT (this “Agreement”), dated as of [●], 2019 (the “Effective Date”), by and among PartX, Inc., a Delaware corporation (“PartX”) and Fit-Pay, Inc., a Delaware corporation (“Fit-Pay”), on the one hand, and Nxt-ID, Inc., a Delaware corporation (“Nxt-ID”), on the other hand. Each of PartX, Fit Pay, and Nxt-ID, is sometimes referred to herein as a “Party” and collectively, as the “Parties”. Capitalized terms used herein shall have the meanings assigned to them in Schedule A or the Separation Agreement (as defined below), as applicable.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 29th, 2019 • PartX, Inc. • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of _____, 2019 is by and among Nxt-ID, Inc., a Delaware corporation (“Nxt-ID”), and PartX, Inc., a Delaware corporation (“SpinCo”). Each of Nxt-ID and SpinCo is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

ASSUMPTION AND ASSIGNMENT AGREEMENT
Assumption and Assignment Agreement • April 29th, 2019 • PartX, Inc. • New York

ASSUMPTION AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of [ ], 2019 (the “Effective Date”), by and among Nxt-ID, Inc., a Delaware corporation (the “Assignor”), and PartX, Inc., a Delaware corporation and a wholly owned subsidiary of the Assignor with offices located at 5650 El Camino Real, Carlsbad CA 92008 (the “Assignee”).

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