0001213900-22-013739 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 21, 2022, is by and among Ipsidy Inc., a Delaware corporation (the “Company”), and the undersigned investors (individually, a “Buyer,” and collectively, the “Buyers”).

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GUARANTY
Guaranty • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software • New York

This GUARANTY, dated as of March 21, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Stephen Garchik in his capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software

In connection with a proposed senior secured convertible note private placement (the “Notes Transaction”) by and among Ipsidy Inc. (“AUID”), certain accredited investors (individually, a “Notes Investor” and collectively, the “Notes Investors”) and in consideration of the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the undersigned (“you” or the “Investor”) agrees to purchase [●] of Class A Common Stock, par value $0.0001 per share (the “Shares”) of AUID. The aggregate purchase price to be paid by the undersigned (the “Investor”) for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software • New York

SECURITY AND PLEDGE AGREEMENT, dated as of March 21, 2022 (this “Agreement”), made by Ipsidy Inc., a Delaware corporation (the “Company”), and each of the direct and indirect Subsidiaries of the Company signatory hereto from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of Stephen Garchik, in his capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the Noteholders (as defined below) party to the Securities Purchase Agreement, dated as of March 21, 2022 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Securities Purchase Agreement”).

Ipsidy Inc. Facility Agreement
Facility Agreement • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software • New York

THIS FACILITY AGREEMENT is made the 21st day of March 2021 BY and BETWEEN IPSIDY INC. (the “Company”) having a place of business at 670 Long Beach Boulevard, Long Beach, New York 11561 and STEPHEN J. GARCHIK (“Lender”) with an address at 2474 S. Ocean Boulevard, Highland Beach, FL 33487.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2022 • Ipsidy Inc. • Services-prepackaged software • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2022 (the “Effective Date”), is by and among Ipsidy Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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