POSITIVEID Corp Sample Contracts

POSITIVEID Corp – FORM OF STOCK PURCHASE AGREEMENT OF SERIES A CONVERTIBLE PREFERRED STOCK AND COMMON STOCK OF E-N-G MOBILE SYSTEMS, INC. (Holdings ENG, LLC and PositiveID Corporation) (June 22nd, 2018)

This Series A Convertible Preferred Stock and Common Stock Purchase Agreement (the “Agreement”) is entered into on June 15, 2018 (“Effective Date”) by Holdings ENG, LLC, a Florida limited liability company (“Purchaser”) and PositiveID Corporation, a Delaware corporation (“PositiveID”) .

POSITIVEID Corp – THIRD CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF POSITIVEID CORPORATION (April 17th, 2018)

PositiveID Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law, through its duly authorized officer and by authority of its Board of Directors, does hereby certify that:

POSITIVEID Corp – FORM OF DEMAND CONVERTIBLE PROMISSORY NOTE (February 23rd, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed, notwithstanding the first year’s interest is guaranteed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America. Following any Event of Default, interest shall accrue at the lesser of Twenty Percent (24%) per annum or the maximum interest permitted by Law.

POSITIVEID Corp – FORM OF CONVERTIBLE PROMISSORY NOTE (February 9th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Interest shall commence accruing on the date that the Note is fully paid

POSITIVEID Corp – FORM OF STOCK PURCHASE AGREEMENT OF SERIES A CONVERTIBLE PREFERRED STOCK OF E-N-G MOBILE SYSTEMS, INC. (PositiveID Corporation, Holdings ENG, LLC and E-N-G Mobile Systems, Inc.) (February 2nd, 2018)

This Series A Convertible Preferred Stock Purchase Agreement (the “Agreement”) is entered into as of January 30, 2018 (“Effective Date”) by and among PositiveID Corporation, a Delaware corporation (“PositiveID”), Holdings ENG, LLC, a Florida limited liability company (“Purchaser”) and E-N-G Mobile Systems, Inc., a California corporation (the “Company”).

POSITIVEID Corp – FORM OF DEMAND CONVERTIBLE PROMISSORY NOTE (February 2nd, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed, notwithstanding the first year’s interest is guaranteed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America. Following any Event of Default, interest shall accrue at the lesser of Twenty Percent (24%) per annum or the maximum interest permitted by Law.

POSITIVEID Corp – FORM OF CONVERTIBLE PROMISSORY NOTE (January 12th, 2018)

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed, notwithstanding the first year’s interest is guaranteed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America. Following any Event of Default, interest shall accrue at the lesser of Twenty Percent (24%) per annum or the maximum interest permitted by Law.

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (January 5th, 2018)

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”).

POSITIVEID Corp – FORM OF SECURED CONVERTIBLE PROMISSORY NOTE (January 5th, 2018)

PositiveID Corp., (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the “Holder”) the sum of up to $82,500 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a $7,500 original issuance discount (“OID”) to offset transaction costs.

POSITIVEID Corp – FORM OF SECURED CONVERTIBLE PROMISSORY NOTE (November 22nd, 2017)

PositiveID Corp., (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the “Holder”) the sum of up to $137,500 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a $12,500 original issuance discount (“OID”) to offset transaction costs.

POSITIVEID Corp – Contract (November 22nd, 2017)

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.

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (November 22nd, 2017)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of November, 2017 by and between PositiveID Corp.,(the “Company”), and GHS Investments, LLC (the “Investor”).

POSITIVEID Corp – Contract (November 13th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – SECURITIES PURCHASE AGREEMENT (November 13th, 2017)

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”).

POSITIVEID Corp – CONVERTIBLE PROMISSORY NOTE (November 13th, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

POSITIVEID Corp – Contract (November 13th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – SECURITIES PURCHASE AGREEMENT (November 13th, 2017)

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”).

POSITIVEID Corp – Contract (October 13th, 2017)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

POSITIVEID Corp – Contract (October 13th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – Contract (October 13th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (October 13th, 2017)

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”).

POSITIVEID Corp – FORM OF POSITIVEID CORPORATION 12% CONVERTIBLE PROMISSORY NOTE (October 6th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – Contract (October 6th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (October 6th, 2017)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 02, 2017, by and between PositiveID Corporation, a Delaware corporation, with headquarters located at 1690 South Congress Avenue, #201, Delray Beach FL, 33445, (the “Company”), and GW Holdings Group, LLC, A New York limited liability company with its executive offices located at 137 Montague St., #291, Brooklyn, NY 11201 (the “Buyer).

POSITIVEID Corp – Contract (October 6th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

POSITIVEID Corp – Contract (September 15th, 2017)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

POSITIVEID Corp – Contract (September 15th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – FORM OF SECURED CONVERTIBLE PROMISSORY NOTE (September 15th, 2017)

PositiveID Corp., (hereinafter called the “Company”), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the “Holder”) the sum of $137,500 on the Maturity Date (as defined below), together with any interest as set forth herein, and to pay interest on the unpaid principal balance hereof at the rate of Ten percent (10%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a $12,500 original issuance discount (“OID”) to offset transaction, diligence and legal costs.

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (September 15th, 2017)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 12, 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”).

POSITIVEID Corp – Contract (September 15th, 2017)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (September 15th, 2017)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 11th day of September, 2017 by and between PositiveID Corp.,(the “Company”), and GHS Investments, LLC (the “Investor”).

POSITIVEID Corp – ASSET PURCHASE AGREEMENT (August 28th, 2017)

THIS ASSET PURCHASE AGREEMENT made as of the 24th day of August, 2017 (the “Effective Date”), by and among PositiveID Corporation, a Delaware corporation (“PSID”), PositiveID Diagnostics, Inc., a California corporation (“PSID Diagnostics” together with PSID, collectively, the “Seller”), and ExcitePCR Corporation, a Delaware corporation (the “Buyer”).

POSITIVEID Corp – FORM OF SECURITIES PURCHASE AGREEMENT (August 25th, 2017)

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”).

POSITIVEID Corp – FORM OF CONVERTIBLE PROMISSORY NOTE (August 25th, 2017)

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

POSITIVEID Corp – Contract (August 14th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.