SECURITY AGREEMENTSecurity Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made as of this 31st day of December, 2012, but made effective as of January 16, 2013, by and between Steel Vault Security, LLC, a Florida limited liability company, MicroFluidic Systems, a California corporation, VeriGreen Energy Corporation, a Florida corporation, Steel Vault Corporation, a Delaware corporation, IFTH NY Sub, Inc., a New York corporation, and IFTH NJ Sub, Inc., a New Jersey corporation (each of the foregoing sometimes individually referred to as a “Company” and all of them sometimes collectively hereinafter referred to as the “Companies”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).
ContractCommon Stock Purchase Warrant • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Florida
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
POSITIVEID CORPORATION RESTRICTED STOCK AWARD AGREEMENT UNDER POSITIVEID CORPORATION 2011 STOCK INCENTIVE PLANRestricted Stock Award Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Delaware
This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of [insert Grant Date] (the “Grant Date”) between PositiveID Corporation, a Delaware corporation (the “Company”) and [insert name of Grantee] (the “Grantee”).
Boeing/PositiveID SM Teaming Agreement No. TA-2012-00335Teaming Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Delaware
This Teaming Agreement ("Agreement") is entered into as of the Effective Date, by and between The Boeing Company, a Delaware corporation, acting through itsInformation Solutions Division and Secure Infrastructure Group business organization ("Boeing") and MicroFluidic Systems (“MFS”), a California corporation, with its principal place of business located at 1252 Quarry Lane, Suite A, Pleasanton, CA 94566, and its parent company, PositiveID Corporation (“PSID”), a Delaware corporation, with its principal place of business located at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (collectively "PSID/MFS"), or “TEAMMATE". Boeing and TEAMMATE are referred to herein collectively as the “Parties” or individually as a “Party.”
TERMINATION AGREEMENTTermination Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Florida
This Termination Agreement (this “Agreement”) is effective as of the 16 day of January, 2013 (the “Termination Date”) by and between William J. Caragol, an individual (“Caragol”) and PositiveID Corporation, a Delaware corporation (“PSID”).
SECURITY AGREEMENTSecurity Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Delaware
This Security Agreement (this “Agreement”) is dated December 19, 2012 by and between THE BOEING COMPANY, a Delaware corporation (“Secured Party”), on the one hand, and MICROFLUIDIC SYSTEMS, a California corporation and POSITIVEID CORPORATION, a Delaware corporation (collectively, and jointly and severally, “Grantors”), on the other hand. Each of Secured Party and Grantors are a “Party” and collectively, the “Parties.”
SOLE AND EXCLUSIVE LICENSE AGREEMENT BY and BETWEEN MICROFLUIDIC SYSTEMS and POSITIVE ID CORPORATION (collectively Licensor) and THE BOEING COMPANY (LICENSEE) for BIO WATCH GEN 3 BIO-DETECTOR MBAND TECHNOLOGYSole and Exclusive License Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Delaware
This sole and exclusive license agreement is entered into as of 19th day of December 2012, by and between The Boeing Company, a Delaware corporation, acting through its Information Solutions Division and Secure Infrastructure Group ("Boeing" or “Licensee”) and MicroFluidic Systems (“MFS”), a California corporation, with its principal place of business located at 1252 Quarry Lane, Suite A, Pleasanton, CA 94566, and its parent company, PositiveID Corporation (“PSID”), a Delaware corporation, with its principal place of business located at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (collectively "PSID/MFS"), or “LICENSOR"). Boeing and LICENSOR are referred to herein collectively as the “Parties” or individually as a “Party.”
AGREEMENTAsset Purchase Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Florida
THIS AGREEMENT (the “Agreement”), is made and entered into as of February 15, 2013 (the “Closing Date”), by and among POSITIVEID CORPORATION, a Delaware corporation (“PSID”), SMART GLUCOSE METER CORP., a New York corporation (“SGMC”), and solely for purposes of Articles VII, VIII and XI hereof, EASY CHECK MEDICAL DIAGNOSTICS, LLC, a Florida limited liability company (“Easy Check”), EASY-CHECK MEDICAL DIAGNOSTIC TECHNOLOGIES LTD., an Israeli company (“Easy Check Israel”), and BENJAMIN ATKIN, an individual (“Atkin”).
INTERCREDITOR and NON-DISTURBANCE AGREEMENTIntercreditor and Non-Disturbance Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • New York
INTERCREDITOR AND NON-DISTURBANCE AGREEMENT (this “Agreement”) dated as of March 18, 2013, by and between, Debtors, Obligors, the First Lien Holder and the Second Lien Holder (each as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 31st day of December, 2012, but made effective as of January 16, 2013 (the “Effective Date”), by and between POSITIVEID CORPORATION, a Delaware corporation (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Buyer”).
TERMINATION AGREEMENTTermination Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Florida
This Termination Agreement (this “Agreement”) is effective as of the 16 day of January, 2013 (the “Termination Date”), by and between Holland & Knight LLP, a Florida limited partnership (“H&K”) and PositiveID Corporation, a Delaware corporation (“PSID”).
GUARANTY AGREEMENTGuaranty Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Nevada
THIS GUARANTY AGREEMENT is dated as of December 31, 2012, but made effective as of January 16, 2013 (together with any amendments or modifications hereto in effect from time to time, the “Guaranty”), and is made by Steel Vault Security, LLC, a Florida limited liability company, MicroFluidic Systems, a California corporation, VeriGreen Energy Corporation, a Florida corporation, Steel Vault Corporation, a Delaware corporation, IFTH NY Sub, Inc., a New York corporation, and IFTH NJ Sub, Inc., a New Jersey corporation (each of them individually referred to as a “Guarantor” and all of them collectively referred to as the “Guarantors”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (“TCA”).
VALIDITY GUARANTYValidity Guaranty • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec • Nevada
This Validity Guaranty, dated December 31, 2012, but made effective as of January 16, 2013 (the “Validity Guaranty”), is made by William J. Caragol, Jr., an individual (the “Undersigned”), for the benefit of TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership (the “Lender”).
SUBORDINATION OF LOANS AGREEMENTSubordination Agreement • April 16th, 2013 • POSITIVEID Corp • Communications equipment, nec
THIS SUBORDINATION AGREEMENT (the “Agreement”) is executed as of December 31, 2012, and made effective as of the 16th day of January, 2013, by, between and among WILLIAM J. CARAGOL, JR. (the “Loan Holder”), TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (“TCA”) and POSITIVEID CORPORATION, a Delaware corporation (the “Company”), STEEL VAULT SECURITY, LLC, a Florida limited liability company, MICROFLUIDIC SYSTEMS, a California corporation, VERIGREEN ENERGY CORPORATION, a Florida corporation, STEEL VAULT CORPORATION, a Delaware corporation, IFTH NY SUB, INC., a New York corporation, and IFTH NJ SUB, INC., a New Jersey corporation (collectively, the “Guarantors”). The Company and the Guarantors are sometimes hereinafter collectively referred to as the “Borrowers”).
