COMMON STOCK PURCHASE WARRANT Nxt-ID, Inc.NXT-Id, Inc. • November 30th, 2016 • Services-detective, guard & armored car services
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 November 29, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nxt-ID, Inc., a Delaware 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).
EXCHANGE AGREEMENTExchange Agreement • November 30th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 29th day of November, 2016, by and among NXT-ID, INC., a Delaware corporation (the “Company”), all of the subsidiaries of the Company that are party to the Agreement (collectively, “Subsidiaries”), and the parties identified on Schedule A hereto (each a “Holder” collectively the “Holders”).
ContractSubordination Agreement • November 30th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN LETTER AGREEMENT RE SUBORDINATION OF SELLER PAYMENTS DATED AS OF JULY 25, 2016 (THE “SUBORDINATION AGREEMENT”), BY AND AMONG LOGICMARK INVESTMENT PARTNERS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, ET. AL, LOGICMARK, LLC, A DELAWARE LIMITED LIABILITY COMPANY, NXT-ID, INC., A DELAWARE CORPORATION, AND EXWORKS CAPITAL FUND I, L.P., IN ITS CAPACITY AS AGENT FOR THE LENDERS (IN SUCH CAPACITY, “SENIOR LENDER”), TO THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY BORROWER (AS DEFINED BELOW) AND CERTAIN OF ITS AFFILIATES PURSUANT TO THAT CERTAIN LOAN AND SECURITY AGREEMENT DATED AS OF JULY 25, 2016 BETWEEN BORROWER THE OTHER “LOAN PARTY OBLIGORS” FROM TIME TO TIME PARTY THERETO, AGENT AND THE “LENDERS” FROM TIME TO TIME PARTY THERETO, AS SUCH LOAN AND SECURITY AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIM
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 30th, 2016 • NXT-Id, Inc. • Services-detective, guard & armored car services • Delaware
This INTERCREDITOR AGREEMENT, dated as of November 29, 2016, (this “Agreement”), is among NXT-ID, INC., a Delaware corporation (the “Company”), Alpha Capital Anstalt (“Alpha”), Osher Capital Partners LLC (“Osher”), Anson Investments Master Fund LP (“Anson” and together with Alpha and Osher, the “Investors”), and LogicMark Investment Partners, LLC (“Seller” and, together with Investors, the “Lenders” and the “Secured Parties”).
LOGICMARK, LLCNXT-Id, Inc. • November 30th, 2016 • Services-detective, guard & armored car services
Reference is hereby made to the above-referenced Loan as evidenced by that certain Secured Subordinated Promissory Note issued by Borrower to the order of Lender on July 25, 2016 in the original principal amount of $2,500,000 (the “Original Note”) and the forbearance letter agreement dated September 23, 2016 between Lender and Borrower (the “Original Forbearance Agreement”). All capitalized terms not otherwise defined herein shall have the meanings described to them in the Original Forbearance Agreement.
