0001398432-12-000851 Sample Contracts

SECURITY AGREEMENT
Security Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida

This is a Security Agreement (the “Security Agreement”), dated September 7, 2012, between PositiveID Corporation, a Delaware corporation (the “Debtor”) and William J. Caragol, Jr. (the “Secured Party”).

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PURCHASE AGREEMENT
Purchase Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York

This Purchase Agreement (this “Agreement”) is made and entered into as of September 12, 2012, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (the “Purchaser”).

ASSET PURCHASE AGREEMENT
Shared Service Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida

THIS AGREEMENT made as of the 28th day of August, 2012 (the “Effective Date”), by and among PositiveID Corporation, a Delaware corporation (“Seller”), and VeriTeQ Acquisition Corporation, a Delaware corporation (“Buyer”). (The Seller and the Buyer may hereinafter be collectively referred to as the “Parties” or individually as the “Party”).

LICENSE AGREEMENT
License Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida

This License Agreement (this “Agreement”) is entered into as of August 28, 2012 (the “Effective Date”), by and between PositiveID Corporation, a Florida corporation (the “Licensee” or “PositiveID”), and VeriTeQ Acquisition Corporation, a Delaware corporation (“VeriTeQ”) (PositiveID and VeriTeQ may hereinafter be collectively referred to as the “Parties” or individually as the “Party”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida

This Separation Agreement and General Release (this "Agreement") is being entered into between PositiveID Corporation, a Delaware corporation (the "Company") and Bryan D. Happ ("Employee") as of the date of Employee's execution of this Agreement.

FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec • Florida

This FIRST AMENDMENT TO SECURITY AGREEMENT is an amendment to the Security Agreement (the “Security Agreement”), dated January 11, 2012, between VeriTeQ Acquisition Corporation, a Florida corporation (“Debtor”), and PositiveID Corporation, a Delaware corporation (the “Secured Party”, collectively, the “Parties”, or each individually, the “Party”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec

This Securities Purchase Agreement (“Agreement”), dated November 8, 2012, is by and between PositiveID Corporation (the “Company”) and JMJ Financial (“JMJ”).

Second Amendment to Shared Services Agreement
Shared Services Agreement • November 16th, 2012 • POSITIVEID Corp • Communications equipment, nec

This Second Amendment to Shared Services Agreement dated as of August 28, 2012 (the “Effective Date”) and entered into between PositiveID Corporation, a Delaware corporation (“PSID”), and VeriTeQ Acquisition Corporation, a Florida corporation (“VeriTeQ”) is an amendment to the Shared Services Agreement between PSID and VeriTeQ dated January 11, 2012, and as further amended June 25, 2012.

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