SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 18th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ________, 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”).
POSITIVEID CORPORATION $2,500,000 of Senior Convertible Notes and Warrants to Purchase up to _______ Shares of Common Stock PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 18th, 2012 • POSITIVEID Corp • Communications equipment, nec • New York
PositiveID Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain investors, pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the Securities Purchase Agreement in the form of Exhibit A attached hereto (the “Purchase Agreement”) entered into with the investors identified therein (collectively, the “Investors”) up to (i) $2,500,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”), such Notes to be in the form attached hereto as Exhibit B, (ii) Warrants (the “Warrants”) to purchase up to ______________ shares (the “Warrant Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company in the form attached hereto as Exhibit C. The Company desires to engage you as its exclusive placement agent (the “Placement Agent”)) in connection with such issuance and sale. The Common Stock issuable upon the conversion of the Notes is herein referred to as the “Conversion Shares.” The Commo
