PRE-FUNDED COMMON STOCK PURCHASE WARRANT VerifyMe, Inc.VerifyMe, Inc. • April 18th, 2022 • Miscellaneous chemical products
THIS PRE-FUNDED 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 original Issue Date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from VerifyMe, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2017 • VerifyMe, Inc. • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2016, between VerifyMe, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LICENSE AGREEMENT THIS LICENSE AGREEMENT is dated the 20th day of September, 2001 BY AND BETWEEN: NOCOPI TECHNOLOGIES, INC., a corporation duly organized and existing under the laws of Maryland, with offices at 537 Apple Street, West Conshohocken,...License Agreement • March 30th, 2004 • Laserlock Technologies Inc • Miscellaneous chemical products • Pennsylvania
COMMON STOCK PURCHASE WARRANT VERIFYME, INC.VerifyMe, Inc. • April 12th, 2017 • Patent owners & lessors
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 three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VerifyMe, Inc., a Nevada 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).
Exhibit 10.4 LICENSE AGREEMENT THIS LICENSE AGREEMENT is dated the 15th day of October, 2001 BY AND BETWEEN THE BUD JONES COMPANY, INC., a corporation duly organized and existing under the laws of Nevada, with offices at 3640 S. Valley View Blvd., Las...License Agreement • March 30th, 2004 • Laserlock Technologies Inc • Miscellaneous chemical products • Nevada
COMMON STOCK PURCHASE WARRANT VERIFYME, INC.Common Stock Purchase Warrant • April 18th, 2022 • VerifyMe, Inc. • Miscellaneous chemical products
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 that is six (6) months following the original Issue Date (the “Initial Exercise Date”) and on or prior to 5: 00 p.m. (New York City time) on the date that is the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VerifyMe, Inc., a Nevada 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).
FORM OF COMMON STOCK PURCHASE WARRANT VERIFYME, INC.VerifyMe, Inc. • February 10th, 2016 • Patent owners & lessors
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 three year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VerifyMe, Inc., a Nevada 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).
Representative’s Warrant AgreementVerifyMe, Inc. • June 22nd, 2020 • Miscellaneous chemical products
THIS WARRANT TO PURCHASE COMMON STOCK (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 December 14, , 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to December 14, 2023 at 5:00 p.m. (New York time), which is the date that is three (3) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from VERIFYME, INC., a Nevada corporation (the “Company”), up to [______] shares of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
1,650,000 SHARES OF COMMON STOCK VERIFYME, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • VerifyMe, Inc. • Miscellaneous chemical products • New York
The undersigned, VERIFYME, INC., a company incorporated under the laws of Nevada (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of VERIFYME, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which MAXIM GROUP LLC (“Maxim”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2016 • VerifyMe, Inc. • Patent owners & lessors • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January [ ], 2016, between VerifyMe, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 18th, 2021 • VerifyMe, Inc. • Miscellaneous chemical products • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [___________], 20[__] between VerifyMe, Inc. a Nevada corporation (the “Company”), and [name] (“Indemnitee”).
MEMORANDUM OF AGREEMENT made and entered into this 5th day of November, 2003 BY AND BETWEEN: NORMAN A GARDNER, Executive of Bala Cynwyd, Pennsylvania Hereinafter referred to as "Executive" OF THE FIRST PART AND: LASER LOCK TECHNOLOGIES, INC., a...Memorandum of Agreement • March 30th, 2004 • Laserlock Technologies Inc • Miscellaneous chemical products • Pennsylvania
WARRANT AGENT AGREEMENTWarrant Agent Agreement • June 22nd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 22, 2020 (the “Issuance Date”) between VerifyMe, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and West Coast Stock Transfer, Inc. (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2019 • VerifyMe, Inc. • Patent owners & lessors • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 18, 2019, is entered into by and between VERIFYME, INC., a Nevada corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2022 • VerifyMe, Inc. • Miscellaneous chemical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2022, between VerifyMe, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • February 10th, 2016 • VerifyMe, Inc. • Patent owners & lessors
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January [ ], 2016, between VerifyMe, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 17th, 2018 • VerifyMe, Inc. • Patent owners & lessors • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of ______________, 2017 (the “Effective Date”), between VerifyMe, Inc., a Nevada corporation (the “Company”), and Patrick White (the “Executive”).
Exhibit 10.1 REGULATION S STOCK PURCHASE AGREEMENT Dated March 10, 2004 by and between LASERLOCK TECHNOLOGIES, INC.Regulation S Stock Purchase Agreement • May 17th, 2004 • Laserlock Technologies Inc • Miscellaneous chemical products • Nevada
ContractVerifyMe, Inc. • June 2nd, 2020 • Miscellaneous chemical products • New York
THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF THESE SECURITIES, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2022 • VerifyMe, Inc. • Miscellaneous chemical products
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
Security AgreementSecurity Agreement • September 27th, 2022 • VerifyMe, Inc. • Miscellaneous chemical products
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 15, 2022, is made by and between PERISHIP GLOBAL LLC (the “Grantor”), with an address at 265 E MAIN ST, BRANFORD, CT 06405-3125, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 200 Lake Drive East, 3rd Floor, Cherry Hill, New Jersey 08002.
EMPLOYMENT AGREEMENTEmployment Agreement • May 31st, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • New York
This Employment Agreement (this “Agreement”) is entered into as of June 19, 2023 (the “Effective Date”), by and between VerifyMe, Inc., a Nevada corporation (the “Company”), and Adam Stedham (the “Executive”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.
BACKGROUNDAdvertising Services Agreement • November 14th, 2003 • Laserlock Technologies Inc • Miscellaneous chemical products
STOCK LOAN AGREEMENT This Agreement (the "Agreement") is made this 15th day of October 2003, by and among Norman Gardner ("Lender"), Californian Securities S.A. ("CSSA"), LaserLock Technologies, Inc. ("LL") and Pacific Continental Securities (UK)...Stock Loan Agreement • November 14th, 2003 • Laserlock Technologies Inc • Miscellaneous chemical products • New York
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 1st, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • Nevada
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) entered into as of January 7, 2020 (the “Grant Date”) between VerifyMe, Inc., (the “Company”) and Margaret Gezerlis (the “Optionee”).
PeriShip, LLC Unaudited Pro Forma Consolidated Balance Sheet And Unaudited Pro Forma Consolidated Statement of OperationsAsset Purchase Agreement • June 23rd, 2022 • VerifyMe, Inc. • Miscellaneous chemical products
On April 22, 2022, VerifyMe, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) by and among the Company, PeriShip Global, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“PeriShip Global”), PeriShip, LLC, a Connecticut limited liability company (“PeriShip” or “Seller”) and Luciano Morra (“Founder”). Pursuant to the terms of the Agreement PeriShip Global agreed to purchase from PeriShip and PeriShip agreed to sell to PeriShip Global substantially all of the assets of PeriShip and certain specified liabilities (the “Transaction”). The Transaction closed simultaneously with the execution of the Agreement on April 22, 2022 (the “Closing”).
Separation Agreement and Release of All ClaimsSeparation Agreement • July 21st, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • Massachusetts
Keith Goldstein (“Employee”) and VerifyMe, Inc., a Nevada corporation (the “Company”) make this Separation Agreement and Release of All Claims (this “Agreement”) for Employee’s mutual and orderly separation from employment with the Company. Employee and the Company will be referred to herein collectively as the “Parties.”
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • April 1st, 2013 • Laserlock Technologies Inc • Patent owners & lessors • Texas
THIS AGREEMENT is made as of this 31st day of December, 2012 (the “Effective Date”), by and between VERIFYME, INC., a Texas corporation (“LICENSOR”) and LASERLOCK TECHNOLOGIES, INC., a Nevada corporation (“LICENSEE”) (collectively the “Parties”).
SECURITY AGREEMENTSecurity Agreement • March 3rd, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • New York
THIS SECURITY AGREEMENT (this "Agreement"), is entered into as of February 26, 2020, by VerifyMe, Inc., a Nevada corporation (the "Borrower"), on behalf of each of the persons who is a holder of the Debentures, as defined below, and each of whom shall be an express third party beneficiary of this Agreement and able to enforce the terms hereof in accordance with the provisions hereof as if such person was an original signatory hereto (each, a "Secured Party" or the "Secured Parties," as defined below). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement by and between Borrower and the Secured Parties of even date (the "Securities Purchase Agreement").
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 1st, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • Nevada
This Restricted Stock Agreement (this “Agreement”) entered into as of April 16, 2020, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by VerifyMe, Inc., a Nevada corporation (the “Company”), to Patrick White (the “Recipient”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 17th, 2018 • VerifyMe, Inc. • Patent owners & lessors • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 31st day of March, 2018 by and among VerifyMe, Inc., a Nevada corporation (the “Company”), and the persons listed as Investors on the signature pages hereto (each an “Investor,” and collectively the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • April 17th, 2018 • VerifyMe, Inc. • Patent owners & lessors • Pennsylvania
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of _____________, 2017 (the “Effective Date”), between VerifyMe, Inc., a Nevada corporation (the “Company”), and ___________________ (the “Consultant”).
ContractEmployment Agreement • April 1st, 2013 • Laserlock Technologies Inc • Patent owners & lessors • Nevada
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 20th, 2023 • VerifyMe, Inc. • Services-computer integrated systems design • Nevada
This Restricted Stock Unit Award Agreement (this “Award Agreement”) is made and entered into as of March 15, 2023 (the “Date of Grant”), by and between VerifyMe, Inc. (the “Company”) and Scott N. Greenberg (the “Participant”). Capitalized terms not defined in this Award Agreement shall have the respective meanings given such terms by the VerifyMe, Inc. 2020 Equity Incentive Plan (the “Plan”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTForm of Non-Qualified Stock Option Agreement • May 1st, 2020 • VerifyMe, Inc. • Miscellaneous chemical products • Nevada
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of ________ (the “Grant Date”) between VerifyMe, Inc., (the “Company”) and ________ (the “Optionee”).
