REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2013 • POSITIVEID Corp • Communications equipment, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 26, 2013, between PositiveID Corporation, a Delaware corporation (the “Company”), and Ironridge Global IV, Ltd., a British Virgin Islands business company (the, a “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 7, 2016, by and between POSITIVEID CORPORATION, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach, FL 33445 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2012 • POSITIVEID Corp • Communications equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of _______, 2012, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 13, 2017, by and between PositiveID Corp, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach 33445, (the “Company”), and UNION CAPITAL, LLC, a New York limited liability company, with its address at 525 Norton Parkway, New Haven, CT 06511 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 9, 2017, by and between POSITIVEID CORPORATION, a Delaware corporation, with its address at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 15, 2017POSITIVEID Corp • January 29th, 2016 • Laboratory analytical instruments • New York
THIS 4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 4% Original Issue Discount Senior Secured Convertible Promissory Note of PositiveID Corporation, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, designated as its 4% Original Issue Discount Senior Secured Convertible Promissory Note due July 15, 2017 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2016, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2016 • POSITIVEID Corp • Laboratory analytical instruments • Delaware
This Registration Rights AGREEMENT (the “Agreement”), dated as of August 29, 2016 (the “Execution Date”), is entered into by and between PositiveID Corp., a Delaware corporation with its principal executive office at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2012, is by and among PositiveID Corporation, a Delaware corporation with headquarters located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITY AGREEMENT, dated as of January 28, 2016 (this “Agreement”), is among PositiveID Corporation, a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holders of the Company’s 4% Original Issue Discount Senior Secured Convertible Promissory Note due eighteen (18) months following its issuance, in the original principal amount of $2,100,000.00 (the “Note”) signatory hereto, their endorsees, transferees, and assigns (collectively, the “Secured Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2012, is by and among PositiveID Corporation, a Delaware corporation with headquarters located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the ”Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INVESTMENT AGREEMENTInvestment Agreement • May 10th, 2013 • POSITIVEID Corp • Communications equipment, nec • New York
This INVESTMENT AGREEMENT (the “Agreement”), dated as of May 10, 2013 (the “Execution Date”), is entered into by and between PositiveID Corporation, a Delaware corporation (the “Company”), with its principal executive office at 1690 South Congress Avenue, Suite 201, Delray Beach, FL 33445, and IBC Funds LLC, a Nevada limited liability company (the “Investor”), with its principal executive office at 5348 Vegas Drive, Las Vegas, NV 89108.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 11th day of August, 2016 by and between PositiveID Corp.,(the “Company”), and GHS Investments, LLC (the “Investor”).
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”).
VERICHIP CORPORATION [ ] Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT San Francisco, CaliforniaUnderwriting Agreement • January 22nd, 2007 • VeriChip CORP • Communications equipment, nec • New York
ContractPOSITIVEID Corp • October 10th, 2014 • Communications equipment, nec • Texas
NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.
ContractPOSITIVEID Corp • April 16th, 2013 • 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.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • October 13th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2017, by and between PositiveID Corp, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach 33445, (the “Company”), and UNION CAPITAL, LLC, a New York limited liability company, with its address at 525 Norton Parkway, New Haven, CT 06511 (the “Buyer”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • March 18th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 16, 2016, by and between POSITIVEID CORPORATION, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 26th, 2014 • POSITIVEID Corp • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2014, by and between PositiveID Corporation, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY 15, 2017POSITIVEID Corp • August 14th, 2015 • Communications equipment, nec • New York
THIS 4% ORIGINAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued 4% Original Issue Discount Senior Secured Convertible Promissory Note of PositiveID Corporation, a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445, designated as its 4% Original Issue Discount Senior Secured Convertible Promissory Note due February 15, 2017 (the “Note”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • January 29th, 2016 • POSITIVEID Corp • Laboratory analytical instruments • New York
SUBSIDIARY GUARANTEE, dated as of January 28, 2016 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Purchaser signatory (together with their permitted assigns, the “Purchaser”) to that certain Securities Purchase Agreement, dated as of the date hereof, between PositiveID Corporation, a Delaware corporation (the “Company”) and the Purchaser.
Unaudited Pro Forma Condensed Combined Financial InformationPOSITIVEID Corp • September 30th, 2016 • Laboratory analytical instruments
On December 22, 2015, PositiveID Corporation (“PositiveID” or the “Company”) entered into a Stock Purchase Agreement (“Purchase Agreement”) for the purchase of all of the outstanding common stock of E-N-G Mobile Systems, Inc. ( “ENG”) from its sole shareholder (the “Seller”) (the “Acquisition”). The Acquisition was completed on December 24, 2015.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • December 26th, 2006 • VeriChip CORP • Communications equipment, nec
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”).
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 8th, 2009 • VeriChip CORP • Communications equipment, nec • Florida
THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 4, 2009 (the “Agreement”), by and among Steel Vault Corporation, a Delaware corporation (the “Company”), VeriChip Corporation, a Delaware corporation (“Acquiror”) and VeriChip Acquisition Corp., a Delaware corporation (“MergerCo”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 25th, 2017 • POSITIVEID Corp • Laboratory analytical instruments • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 21, 2017, by and between POSITIVEID CORPORATION, a Delaware corporation, with its address at 1690 South Congress Avenue, Suite 201, Delray Beach, Florida 33445 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • January 13th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This Preferred Stock Purchase Agreement (“Agreement”) is made and entered into as of January 13, 2012 (“Execution Date”), by and between PositiveID Corporation, a Delaware corporation (“Company”), and Ironridge Technology Co., a division of Ironridge Global IV, Ltd., a British Virgin Islands business company (“Purchaser”).
SECURITY AGREEMENTSecurity 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”).
ContractVeriChip CORP • August 13th, 2009 • Communications equipment, nec • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933 AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS HEREOF.
STOCK PURCHASE AGREEMENT by and among POSITIVEID CORPORATION, and the SOLE SHAREHOLDER OF Dated as of December 22, 2015Stock Purchase Agreement • December 29th, 2015 • POSITIVEID Corp • Laboratory analytical instruments • California
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 22, 2015 is entered into between PositiveID Corporation, a Delaware corporation (“Buyer”), and the sole shareholder of E-N-G Mobile Systems, Inc., a California close corporation (the “Company”), Dick Glass ( “Seller”).
VERICHIP CORPORATION REGISTRATION AGREEMENTRegistration Agreement • December 29th, 2005 • VeriChip CORP • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 10, 2005 between VeriChip Corporation, a Delaware corporation (the “Company”), and Perceptis, L.P., a Delaware limited partnership (the “Stockholder”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 5th, 2018 • POSITIVEID Corp • Laboratory analytical instruments • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 2nd day of January, 2018 by and between PositiveID Corp.,(the “Company”), and GHS Investments, LLC (the “Investor”).
ContractPOSITIVEID Corp • November 22nd, 2017 • Laboratory analytical instruments • Arizona
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPT ABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
GUARANTY OF COLLECTIONGuaranty of Collection • August 13th, 2009 • VeriChip CORP • Communications equipment, nec • Florida
THIS GUARANTY OF COLLECTION (this “Guaranty”) is made as of June 4, 2009, by WILLIAM J. CARAGOL (the “Guarantor”) to and for the benefit of VERICHIP CORPORATION, a Delaware corporation (“VeriChip”), and solely for purposes of Section 8 hereof, between Guarantor and STEEL VAULT CORPORATION, a Delaware corporation (“Borrower”).
