Current Report Filing (8-k)

LASERLOCK TECHNOLOGIES, INC.

Telephone:

(202) 400-3700

3112 M Street NW

Facsimile:

(202) 400-3701

Washington, DC 20007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2015

LASERLOCK TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

Nevada

0-31927

23-3023677

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3112 M Street NW, Washington, D.C. 20007

(Address of Principal Executive Offices)

(202) 400-3700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On June 12, 2015, LaserLock Technologies, Inc. (the “Company”) entered into definitive agreements to restructure the overall capitalization of the Company (the “Recapitalization Transaction”). To effectuate the Recapitalization Transaction, the Company entered into a Master Acquisition Agreement (the “Master Agreement”) with OPC Partners LLC, a Delaware limited liability company (“OPC”), VerifyMe Inc., a Texas corporation (“VFM”), Zaah Technologies, Inc., a Delaware corporation (“Zaah”), and an additional private investor (the “Private Investor”).

In summary, the Recapitalization Transaction involved:

•

the conversion of several outstanding debts owed to various holders of promissory notes previously executed by the Company (the “Noteholders”) into shares of the Company’s common stock, $0.001 par value (the “Common Stock”), at a conversion rate of one (1) share per $0.018 of outstanding principal and interest on the outstanding debt; the conversion of warrants previously issued concurrently with the promissory notes for shares of Common Stock issued to various individuals and entities (the “Warrantholders”) at a conversion rate of 1:1;

•

the conversion of outstanding royalty payments owed by the Company to VFM, pursuant to a Patent and Technology License Agreement, dated as of December 31, 2012, into eighty-five (85) shares of newly-created Series B convertible preferred stock, $0.001 par value (the “Series B Preferred Stock”);

•

a cash investment of $1,450,000.00 by OPC in exchange for the issuance of 37,564,767 shares of Series A convertible preferred stock, $0.001 par value (the “Series A Preferred Stock”); and

•

a cash investment of $50,000.00 by the Private Investor, in exchange for 25,906,736 shares of restricted Common Stock.

Pursuant to the Master Agreement, the Company entered into several other material definitive agreements (collectively, the “Transaction Documents”) required to consummate the Recapitalization Transaction. A brief summary of the Transaction Documents is included below. Each of the Transaction Documents was entered effective as of June 12, 2015, upon the closing of the Recapitalization Transaction.

Note Conversion Agreement. The Company entered into a Note Conversion Agreement, pursuant to which the Noteholders converted $1,156,545 of outstanding notes into 64,258,029 shares of Common Stock of the Company.

Warrant Conversion Agreement. The Company entered into a Warrant Conversion Agreement, pursuant to which the Warrantholders converted 4,000,000 outstanding Common Stock warrants into 4,000,000 shares of Common Stock of the Company.

Preferred Stock Conversion Agreement. The Company and VFM entered into a Preferred Stock Conversion Agreement, pursuant to which VFM converted 21,111,111 shares of Series A Preferred Stock of the Company that it currently owns into shares of Common Stock of the Company on a 1:1 basis.

Patent and Technology License Termination Agreement. Pursuant to a Patent and Technology License Termination Agreement, the Company and VFM terminated that certain Patent and Technology License Agreement, dated as of December 31, 2012, by and between the Company and VFM (the “License”), and VFM agreed to receive eight (85) shares of Series B Preferred Stock in complete satisfaction of $4,500,000.00 in past due license payments and $2,000,000 exclusivity payments owed by the Company under the License.

Termination of Registration Rights. Pursuant to a Registration Rights Termination Agreement, the Company and VFM have terminated that certain Registration Rights Agreement, dated as of December 31, 2012, by and between the Company and VFM.

Termination of Technology and Services Agreement. Pursuant to a Technology and Services Agreement Termination Agreement, the Company and VFM terminated that certain Technology and Services Agreement, dated as of December 31, 2012, by and between the Company and VFM.

Termination of Investment Agreement. Pursuant to an Investment Agreement Termination Agreement, the Company and VFM terminated that certain Investment Agreement, dated as of December 31, 2012, by and between the Company and VFM.

Patent Purchase Agreement. The Company and VFM entered into and consummated a Patent Purchase Agreement, transferring and assigning over to the Company all of VFM’s rights, title and interest into certain U.S. patents and pending U.S. patent applications.

Termination of Zaah Technology and Services Agreement. Pursuant to a Technology and Services Agreement Termination Agreement, the Company and Zaah terminated that certain Technology and Services Agreement, dated as of December 31, 2012, by and between the Company and Zaah.

Series A Preferred Stock Subscription Agreement. The Company entered into a Subscription Agreement with OPC, pursuant to which the Company sold 37,564,767 shares of Series A Stock to OPC for a cash investment of $1,450,000.00 into the Company by OPC.

Common Stock Subscription Agreement. The Company entered into a Subscription Agreement with the Private Investor, pursuant to which the Company sold 25,906736 shares of Common Stock to the Private Investor for a cash investment $50,000.00 into the Company by the Private Investor.

Series B Preferred Stock Subscription Agreement. In connection with the termination of the License with VFM, the Company entered into a Subscription Agreement with VFM, pursuant to which to the Company issued 85 shares of Series B Preferred Stock to VFM.

The foregoing description of the Master Agreement and the related Transaction Documents is a summary, it does not purport to be a complete description of the Master Agreement and the related Transaction Documents, and is qualified in its entirety by reference to the Master Agreement and the related Transaction Documents, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.

Item 1.02

Termination of a Material Definitive Agreement

To the extent required by Item 1.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02

Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The securities being sold by the Company pursuant to the Recapitalization Transaction are being offered and sold in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The offering of securities was made solely to “accredited investors” (as that term is defined by Rule 501 under the Securities Act). No broker or placement agent participated in the sale of securities pursuant to the Recapitalization Transaction.

Item 3.03

Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 12, 2015, the Company made announcements regarding the compensatory arrangements of the Chief Executive Officer, the appointment of a new Chief Technology Officer, and the compensatory arrangements of two independent directors.

New Compensatory Arrangement of Chief Executive Officer

On June 16, 2015, the Company and Paul Donfried, the Company’s Chief Executive Officer (“CEO”), entered into a new compensation agreement.

Pursuant to the terms of the offer letter agreed to between the Company and Mr. Donfried, Mr. Donfried will be an “at-will” employee of the Company and will receive an annual salary of $200,000. Mr. Donfried will also receive 42,500,000 options to purchase shares of common stock of the Company, with an exercise price of $0.01. The options will vest quarterly over three years. In addition, Mr. Donfried will receive 25,500,000 shares of restricted stock, vesting over a three year period, with 1/3 vesting the first year and 1/6 vesting ratably semi-annually thereafter. Mr. Donfried will receive a standard benefits package that includes health insurance and paid vacation time.

A copy of Mr. Donfried’s Employment Letter is attached as Exhibit 10.4 hereto.

Appointment of New Chief Technology Officer

On June 12, 2015, the Company announced that Sandy Fliderman accepted the position of Chief Technology Officer (“CTO”) of the Company. Mr. Fliderman commenced his new position with the Company on June 16, 2015.

Prior to his current role with the Company, Mr. Fliderman, age 38, was the CIO at VEEDIMS, LLC, a Internet of Things technology company specializing in data collection and distribution in the aerospace and marine industries. In addition IT/IS, R&D and Operations, Mr. Fliderman lead the charge to attain the AS9100 and ISO9001:2008 certifications needed to do business in the aerospace markets. Prior to that Mr. Fliderman was the co-founder and CTO of Zaah. Zaah is a full service digital media company that creates big brand websites, mobile apps, games, and develops social media content and strategy. As CTO of Zaah, Mr. Fliderman directed a team of over 200 personnel and oversaw Zaah’s strategy and development teams in New York, Florida and India. While CTO at Zaah, Sandy was co-inventor on a number of patents and created the technology behind VerifyMe. A software management veteran with over 22 years of experience, Mr. Fliderman began his business career at J.P. Morgan & Co. on the bank’s IT team. He spent his first 5 years in IT on the trading floor on Wall Street. Pursuant to the terms of the offer letter agreed to between the Company and Mr. Fliderman, Mr. Fliderman will be an “at-will” employee of the Company and will receive an annual salary of $150,000. Mr. Fliderman will also receive 31,875,000 options to purchase shares of common stock of the Company, with an exercise price of $0.01. The options will vest quarterly over three years. In addition, Mr. Fliderman will receive 19,125,000 shares of restricted stock, vesting over a three year period, with 1/3 vesting the first year and 1/12 vesting ratably on a quarterly basis thereafter. Mr. Fliderman will receive a standard benefits package that includes health insurance and paid vacation time.

A copy of Mr. Fliderman’s Employment Letter is attached as Exhibit 10.5 hereto.

New Compensatory Arrangements of Two Independent Directors

On June 12, 2015, the Company and two of the Company’s independent directors, Jonathan Weinberger and Claudio Ballard, entered into new compensation agreements.

Under the new compensation agreement, Mr. Weinberger will be entitled to earn the Company’s standard cash fees for compensating non-employee directors. Additionally, Mr. Weinberger will receive 14,875,000 options to purchase shares of common stock of the Company, with an exercise price of $0.01. 8,500,000 of the options will vest over a two year period, with 1/3 vesting immediately, 1/3 vesting after 12 months, and 1/3 vesting after 24 months. The remaining 6,375,000 options will vest over a two year period, with 1/3 vesting immediately, 1/3 vesting after 12 months, and 1/3 vesting after 24 months. A copy of Mr. Weinberger’s Independent Director’s Agreement is attached as Exhibit 10.6 hereto.

Under the new compensation agreement, Mr. Ballard will be entitled to earn the Company’s standard cash fees for compensating non-employee directors. Additionally, Mr. Ballard will receive 6,375,000 options to purchase shares of common stock of the Company, with an exercise price of $0.01. The options will vest over a two year period, with 1/3 vesting immediately, 1/3 vesting after 12 months, and 1/3 vesting after 24 months. A copy of Mr. Ballard’s Independent Director’s Agreement is attached as Exhibit 10.7 hereto.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment to the Company’s Bylaws

On May 26, 2015, the Board amended Section 2.11 of the Amended and Restated Bylaws of the Company, adopted December 17, 2003, to permit the shareholders of the Company to act pursuant to written consent in lieu of an annual or special meeting of the shareholders (the “First Amendment to the Bylaws”). A copy of the First Amendment to the Bylaws is attached as Exhibit 3.1 hereto.

Amendment to Amended Certificate of Designation of Series A Preferred Stock

On May 26, 2015, the Board approved and adopted a Second Amended Certificate of Designation for Series A Preferred Stock (the “Second Amended Certificate of Designation”), which amended that certain Amended Certificate of Designation, dated December 19, 2003. The Second Amended Certificate of Designation was approved and adopted in connection with the issuance of shares of Series A Preferred Stock to OPC pursuant to the Recapitalization Transaction described in Item 1.01 above, and will be filed with the Nevada Secretary of State’s Office as an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles”). A copy of the Second Amended Certificate of Designation to be filed with the Nevada Secretary of State’s Office is attached as Exhibit 3.2 hereto.

Certificate of Designation for Series B Preferred Stock

On June 12, 2015, the Board approved and adopted a new Certificate of Designation for Series B Preferred Stock to be filed with the Nevada Secretary of State’s Office, establishing the designations, preferences, powers and rights of the shares of the Company’s Series B Preferred Stock. The new Certificate of Designation for Series B Preferred Stock is a further amendment to the Company’s Articles. A copy of the new Certificate of Designation for Series B Preferred Stock to be filed with the Nevada Secretary of State’s Office is attached as Exhibit 3.3 hereto.

Item 7.01

Regulation FD Disclosure.

On June 17, 2015, the Company issued a press release announcing the Recapitalization Transaction described Item 1.01 above, a copy of which is attached at Exhibit 99.1 hereto, and is incorporated herein by reference.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.		Description

3.1		First Amendment to Amended and Restated Bylaws

3.2		Second Amended Certificate of Designation for Series A Preferred Stock

3.3		Certificate of Designation for Series B Preferred Stock

10.1		Master Acquisition Agreement

10.2		Form of Note Conversion Agreement

10.3		Form of Warrant Conversion Agreement

10.4		Donfried Employment Letter

10.5		Fliderman Employment Letter

10.6		Independent Director Agreement - Weinberger

10.7		Independent Director Agreement - Ballard

99.1		Press Release dated June 17, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 17, 2015


LASERLOCK TECHNOLOGIES, INC.

By:		/s/ Paul Donfried
		Paul Donfried
		Chief Executive Officer

Exhibit 3.1

FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS

LASERLOCK TECHNOLOGIES, INC.

THIS FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF LASERLOCK TECHNOLOGIES, INC. (this “Amendment”), is made as of May 26, 2015, by the Board of Directors of the LaserLock Technologies, Inc., a Nevada corporation (the “Corporation”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of the Corporation (the “Board”) previously adopted and approved the Amended and Restated Bylaws of the Corporation, effective as of December 17, 2003 (the “Bylaws”);

WHEREAS, the Board desires to amend certain provisions of the Bylaws pursuant to the terms and provisions set forth herein below; and

WHEREAS, Section 10.1 of the Bylaws grants the Board with the power and authority to adopt, repeal, alter, amend and rescind the Bylaws, without the necessity of obtaining the approval of the stockholders of the Corporation.

NOW THEREFORE, for and in consideration of the foregoing premises, together with the mutual promises and covenants contained herein and other good and valuable consideration, the receipt, sufficiency, delivery and adequacy of which is hereby acknowledged, the Board hereby amends the Bylaws as follows:

1. Section 2.11 of the Bylaws (Action Without a Meeting) is hereby amended by deleting said section in its entirety and replacing the text thereof with the following:

“Section 2.11. Action of Stockholders Without a Meeting. Subject to such further conditions as may be required by law or any limitations set forth in the Amended and Restated Articles of Incorporation, any action required by law or by these Bylaws to be taken at an annual or special meeting of the stockholders of the Corporation, and any action which may be taken at a meeting of the stockholders, may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting those shares having sufficient voting power to cast not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. The written consent may be signed in counterparts, including, without limitation, facsimile or pdf counterparts, and shall be filed with the minutes of the proceedings of the stockholders. Consistent with N.R.S. § 78.320, any action taken by the stockholders of the Corporation pursuant to this Section 2.11 shall not require the call of a meeting or a notice of the action so taken.”

-1-

2. No Other Amendments. The foregoing shall constitute the only amendment to the Bylaws, which shall remain in full force and effect in accordance with its terms.

3. Capitalized Terms. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them as set forth in the Bylaws.

4. Approval. This Amendment was duly adopted by the written consent of all of the members of the Board of Directors of the Corporation in accordance with Section 10.1 of the Bylaws and N.R.S. § 78.315(2).

CERTIFICATE OF SECRETARY

The undersigned does hereby certify that (a) he/she is the duly elected and qualified Secretary of LaserLock Technologies, Inc., a Nevada corporation, and (b) the foregoing is a true and correct copy of the First Amendment to the Amended and Restated Bylaws of the Corporation, duly adopted by the Board of Directors on May 26, 2015.

Paul Donfried, Secretary

(CORPORATE SEAL)

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Exhibit 3.2

SECOND AMENDED CERTIFICATE OF DESIGNATION

(Pursuant to Section 78.1955 of the Nevada Revised Statutes)

Laserlock Technologies, Inc. (the “Corporation”), a corporation organized under the laws of the State of Nevada,

DOES HEREBY CERTIFY:

The name of the Corporation is LaserLock Technologies, Inc., and its date of incorporation under the laws of the State of Nevada was November 9, 1999.

On February 1, 2013, the Corporation filed an Amended Certificate of Designation with respect to its Series A Preferred Shares with the Nevada Secretary of State, amending its previously filed Certificate of Designation of Series A Preferred Stock, dated May 18, 2007, which created the Series A Preferred Shares (collectively, the “Prior Series A Designation”).

That, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”), by its Amended and Restated Articles of Incorporation, dated December 19, 2003, as amended (the “Articles”), and pursuant to Section 78.1955(2) of the Nevada Revised Statutes, the Board, acting by written consent, dated May 26, 2015, approved the following resolution as amendment to its Articles, which resolution remains in full force and effect on the date hereof, amending and restating the Prior Series A Designation.

As of the date of adoption of the foregoing resolution, there are no issued and outstanding shares of Series A Preferred Stock.

RESOLVED, that the Prior Series A Designation is hereby amended and restated as follows:

1. Designation and Amount. The class of preferred stock hereby classified shall be designated the “Series A Convertible Preferred Stock”. The initial number of authorized shares of the Series A Convertible Preferred Stock shall be 37,564,767 shares, which shall not be subject to increase without the consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock. Each share of the Series A Convertible Preferred Stock shall have a par value of $0.001.

2. Dividends. From and after the first date of issuance of any shares of Series A Convertible Preferred Stock (the “Initial Issuance Date”), the holders of Series A Convertible Preferred Stock (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive such dividends paid and distributions made to the holders of common stock, par value $0.001 per share ( the “Common Stock”), pro rata to the holders of Common Stock to the same extent as if such Holders had converted the Series A Convertible Preferred Stock into Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions (provided, however, to the extent that a Holder’s right to participate in any such dividend or distribution

would result in the Holder exceeding the Maximum Percentage (as defined below), then the Holder shall not be entitled to participate in such dividend or distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such dividend or distribution to such extent) and the portion of such dividend or distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time such Holder shall be delivered such dividend or distribution to the extent as if there had been no such limitation). Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Stock.

3. Liquidation Preference. Upon any Liquidation Event (as defined below), after provision for payment of all debts and liabilities of the Corporation, any remaining assets of the Corporation shall be distributed pro rata to the holders of Common Stock and the holders of Series A Convertible Preferred Stock as if the Series A Convertible Preferred Stock had been converted into shares of Common Stock pursuant to the provisions of Section 6 hereof immediately prior to such distribution. For purposes of this Certificate of Amendment, a “Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation or its Subsidiaries (as defined below), the sale of assets of which constitute all or substantially all of the assets of the business of the Corporation and its Subsidiaries taken as a whole, in a single transaction or series of transactions.

4. Fundamental Transactions.

(a) Certain definitions. For purposes of this Certificate of Amendment, the following definitions shall apply:

(i) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(ii) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(iii) “Eligible Market” means a national securities exchange, The NASDAQ Global Market, The NASDAQ Capital Market or another nationally recognized trading system (including Pink OTC Markets, Inc.).

(iv) “Fundamental Transaction” means that the Corporation shall (or in the case of clause (F) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act)), directly or indirectly, in one or more related transactions, (A) consolidate or merge with or into (whether or not the Corporation is the surviving corporation) another entity, or (B) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Corporation to another entity, or (C) allow another entity or entities to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the entity or entities making or party to, or associated or affiliated with the entity or entities

making or party to, such purchase, tender or exchange offer), or (D) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another entity whereby such other entity acquires more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other entity or other entities making or party to, or associated or affiliated with the other entities making or party to, such stock purchase agreement or other business combination), or (E) reorganize, recapitalize or reclassify its Common Stock, or (F) become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock.

(v) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(vi) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(vii) “Required Holders” means the holders of record of a majority of the then outstanding shares of Series A Convertible Preferred Stock.

(viii) “Stated Value” shall mean $20.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events relating to the Series A Convertible Preferred Stock after the Initial Issuance Date.

(ix) “Successor Entity” means the Person, which may be the Corporation, formed by, resulting from or surviving any Fundamental Transaction or the Person with which such Fundamental Transaction shall have been made, provided that if such Person is not a publicly traded entity whose common stock or equivalent equity security is quoted or listed for trading on an Eligible Market, Successor Entity shall mean such Person’s Parent Entity.

(x) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded; provided that “Trading Day” shall not include any day on which the shares of Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the shares of Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).

(xi) “Voting Stock” means capital stock of the class or classes pursuant to which the holders thereof have the general voting power to elect or the general power to appoint, at least a majority of the board of directors, managers or trustees thereof (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

(b) Assumption. The Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Corporation under this Certificate of Amendment in accordance with the provisions of this Section 4 pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each Holder of Series A Convertible Preferred Stock in exchange for such Series A Convertible Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Amendment including, without limitation, having a stated value equal to the Stated Value of the Series A Convertible Preferred Stock held by such Holder and having similar ranking to the Series A Convertible Preferred Stock, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Amendment referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Amendment with the same effect as if such Successor Entity had been named as the Corporation herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of the Series A Convertible Preferred Stock at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Series A Convertible Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Series A Convertible Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Certificate of Amendment, which the Holder would have been entitled to receive had such Holder converted the Series A Convertible Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time such Holder shall be delivered such shares to the extent as if there had been no such limitation). The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Series A Convertible Preferred Stock.

5. Voting Rights.

(a) General. The Holders shall not be entitled to vote, except (i) as otherwise required by applicable law and (ii) subject to Section 6(i), that each issued and outstanding share of Series A Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which each such share of Series A Convertible Preferred Stock is convertible (as adjusted from time to time pursuant to Section 4 hereof), at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to matters presented to the stockholders of the Corporation for their action or consideration in connection with (A) a Fundamental Transaction or (B) the issuance by the Corporation, directly or indirectly, in one or more related transactions or series of related transactions, of shares of Common Stock, Options (as defined below) or Convertible Securities (as defined below) if, in the aggregate, the number of such shares of Common Stock together with the number of shares of Common Stock issuable upon the conversion or exercise, as applicable, of such Options and Convertible Securities is more than 20% of the number of shares of Common Stock issued and outstanding prior to any such issuance (such issuance, the “Twenty Percent Issuance”).

(b) Series A Convertible Preferred Stock Protective Provisions. In addition to any other rights provided by law, the Corporation shall not and shall not permit any direct or indirect Subsidiary (as defined below) of the Corporation to, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A Convertible Preferred Stock:

(i) increase the authorized number of shares of Series A Convertible Preferred Stock; or

(ii) amend, alter or repeal the preferences, special rights or other powers of the Series A Convertible Preferred Stock so as to affect adversely the Series A Convertible Preferred Stock.

6. Conversion. Subject to Section 6(i) and after the Corporation has enough shares of authorized Common Stock to allow for any conversions of the Series A Convertible Preferred Stock into shares of Common Stock, whether by way of reverse stock split or an amendment to its Articles of Incorporation increasing the amount of authorized shares of Common Stock or otherwise (such event referred to as an “Authorized Increase Event”), each share of Series A Convertible Preferred Stock may be converted into shares of Common Stock at any time or times, at the option of any Holder as provided in this Section 6, provided, however, that in connection with any Liquidation Event, the right of conversion shall terminate at the close of business on the full Business Day next preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of Series A Convertible Preferred Stock.

(a) Certain definitions. For purposes of this Certificate of Amendment, the following definitions shall apply:

(i) “Bloomberg” means Bloomberg Financial Markets.

(ii) “Conversion Amount” means the Stated Value.

(iii) “Conversion Price” means $1.00, subject to adjustment as provided herein.

(iv) “Subsidiary” means, with respect to the Corporation, any entity in which the Corporation, directly or indirectly, owns any of the capital stock or holds an equity or similar interest.

(b) Conversion. The number of shares of Common Stock issuable upon conversion of each share of Series A Convertible Preferred Stock pursuant to this Section 6 shall be determined by multiplying each such share of Series A Convertible Preferred Stock by the fraction set forth below (the “Conversion Rate”):

Conversion Amount

Conversion Price

No fractional shares of Common Stock are to be issued upon the conversion of any Series A Convertible Preferred Stock, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.

The applicable Conversion Rate and Conversion Price from time to time in effect is subject to adjustment as hereinafter provided.

(c) Mechanics of Conversion. The conversion of Series A Convertible Preferred Stock shall be conducted in the following manner:

(i) Holder’s Delivery Requirements. To convert Series A Convertible Preferred Stock into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York City time, on such date, a copy of a properly completed notice of conversion executed by the registered Holder of the Series A Convertible Preferred Stock subject to such conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Corporation and if the Corporation has appointed a registered transfer agent, the Corporation’s registered transfer agent (the “Transfer Agent”) (if the Corporation does not have a registered transfer agent, references hereto to the “Transfer Agent” shall be deemed to be references to the Corporation) and (B) if required by Section 6(c)(iv), surrender to a common carrier for delivery to the Corporation as soon as practicable following such date the original certificates representing the Series A Convertible Preferred Stock being converted (or compliance with the procedures set forth in Section 9) (the “Preferred Stock Certificates”).

(ii) Corporation’s Response. Upon receipt by the Corporation of a copy of a Conversion Notice, the Corporation shall (A) as soon as practicable, but in any event within two (2) Trading Days, send, via facsimile, a confirmation of receipt of such Conversion Notice to such Holder and the Transfer Agent, if applicable, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein and (B) on or before the third (3^rd) Trading Day following the date of receipt by the Corporation of such Conversion

Notice (the “Share Delivery Date”), (1) provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Series A Convertible Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion, as may be required pursuant to Section 6(c)(iv), is greater than the number of shares of Series A Convertible Preferred Stock being converted, then the Corporation shall, as soon as practicable and in no event later than five (5) Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of shares of Series A Convertible Preferred Stock not converted.

(iii) Corporation’s Failure to Timely Convert.

(A) Cash Damages. If within three (3) Trading Days after the Corporation’s receipt of the facsimile copy of a Conversion Notice the Corporation shall fail to credit a Holder’s balance account with DTC or issue and deliver a certificate to such Holder for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of Series A Convertible Preferred Stock (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Corporation (a “Buy-In”), then the Corporation shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Corporation’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Sale Price on the Conversion Date. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Series A Convertible Preferred Stock as required pursuant to the terms hereof.

(B) Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth (10^th) Trading Day after the Share Delivery Date with respect to a conversion of Series A Convertible Preferred Stock, then the Holder, upon written notice to the Corporation, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series A Convertible Preferred Stock that have not been converted pursuant to such Holder’s Conversion Notice; provided that the voiding of a Holder’s Conversion Notice shall not effect the Corporation’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 6(c)(iii)(A) or otherwise.

(iv) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Convertible Preferred Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the Preferred Stock Certificate unless (A) the full or remaining number of shares of Series A Convertible Preferred Stock represented by the Preferred Stock Certificate are being converted, in which case the Holder shall deliver such Preferred Stock Certificate to the Corporation promptly following such conversion, or (B) a Holder has provided the Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Convertible Preferred Stock upon physical surrender of any Series A Convertible Preferred Stock. The Holder and the Corporation shall maintain records showing the number of shares of Series A Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series A Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series A Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series A Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Convertible Preferred Stock, the number of shares of Series A Convertible Preferred Stock represented by such certificate

may be less than the number of shares of Series A Convertible Preferred Stock stated on the face thereof. Each certificate for Series A Convertible Preferred Stock shall bear the following legend:

ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 6(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 6(c)(iv) OF THE CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(d) Reservation of Shares.

(i) After the Corporation effects an Authorized Increase Event, the Corporation shall have such number of its duly authorized and unissued shares of Common Stock for each Series A Convertible Preferred Stock equal to 130% of the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each such Series A Convertible Preferred Stock as of the Initial Issuance Date. The Corporation shall at all times after an Authorized Increase Event when the Series A Convertible Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series A Convertible Preferred Stock, such number of its duly authorized and unissued shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Convertible Preferred Stock (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Series A Convertible Preferred Stock and each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of shares of Series A Convertible Preferred Stock held by each Holder at the time of issuance of the Series A Convertible Preferred Stock or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Series A Convertible Preferred Stock, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series A Convertible Preferred Stock (other than pursuant to a transfer of Series A Convertible Preferred Stock in accordance with the immediately preceding sentence) shall be allocated to the remaining Holders of Series A Convertible Preferred Stock, pro rata based on the number of shares of Series A Convertible Preferred Stock then held by such Holders. Before taking any action that would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon

conversion of the Series A Convertible Preferred Stock, the Corporation will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted conversion price.

(ii) If at any time while any of the Series A Convertible Preferred Stock remain outstanding the Corporation does not have a sufficient number of duly authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Series A Convertible Preferred Stock at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall immediately take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow the Corporation to reserve the Required Reserve Amount for the Series A Convertible Preferred Stock then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Corporation shall effect an Authorized Increase Event. In connection with such Authorized Increase Event, the Corporation shall use its best efforts to solicit its stockholders’ approval, if required, of such increase in authorized shares of Common Stock and to cause its board of directors to approve such proposal.

(e) Dispute Resolution. In the case of a dispute as to the arithmetic calculation of the Conversion Rate, the Corporation shall issue to the Holder the number of shares of Common Stock that is not disputed and shall transmit an explanation of the disputed determinations or arithmetic calculations to the Holder via facsimile within one (1) Business Day of receipt of such Holder’s Conversion Notice or other date of determination. If such Holder and the Corporation are unable to agree upon the determination of the arithmetic calculation of the Conversion Rate within two (2) Business Days of such disputed determination or arithmetic calculation being transmitted to the Holder, then the Corporation shall within one (1) Business Day submit via facsimile the disputed arithmetic calculation of the Conversion Rate to any “big four” international accounting firm. The Corporation shall cause, at the Corporation’s expense (unless the accounting firm determines in favor of the Corporation, in which case the Holder shall be responsible for such expense), the accountant to perform the determinations or calculations and notify the Corporation and the Holders of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent error.

(f) Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Series A Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(g) Effect of Conversion. All shares of Series A Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the

holder thereof to receive shares of Common Stock in exchange therefor and payment of any accrued but unpaid dividends thereon (whether or not declared). Subject to Section 6(c)(iii)(B), any shares of Series A Convertible Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series A Convertible Preferred Stock accordingly.

(h) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Series A Convertible Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series A Convertible Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(i) Maximum Percentage. Notwithstanding anything to the contrary set forth herein, the Corporation shall not effectuate any conversion of Series A Convertible Preferred Stock, and no Holder shall have the right to convert any Series A Convertible Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person’s affiliates) would have acquired, through conversion of Series A Convertible Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Corporation shall not give effect to any voting rights of the Series A Convertible Preferred Stock, and any Holder shall not have the right to exercise voting rights with respect to any Series A Convertible Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by a Person and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series A Convertible Preferred Stock beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 6(i) beneficially owned by such Person or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 6(i), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Corporation’s most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, (2) a more recent public announcement by the Corporation, or (3) any

other notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of any Holder, the Corporation shall within one (1) Business Day following the receipt of such notice, confirm orally and in writing to any such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series A Convertible Preferred Stock, by such Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 4.99% specified in such notice; provided, that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. In the event that the Corporation cannot pay any portion of any dividend, distribution, grant or issuance hereunder to a Holder solely by reason of this Section 6(i) (such shares, the “Limited Shares”), notwithstanding anything to the contrary contained herein, the Corporation shall not be required to pay cash in lieu of the payment that otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such Holder until such time, if ever, that the delivery of such Limited Shares shall not cause the Holder to exceed the Maximum Percentage, at which time such Holder shall be delivered such Limited Shares to the extent as if there had been no such limitation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

7. Anti-Dilution Provisions. The Conversion Price shall be subject to adjustment from time to time in accordance with this Section 7.

(a) Certain Definitions. For purposes of this Certificate of Designations, the following definitions shall apply:

(i) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable for Common Stock.

(ii) “Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

(iii) “Principal Market” means the Eligible Market that is the principal securities exchange market for the Common Stock.

(b) Adjustment of Conversion Amount upon Subdivision or Combination of Common Stock. If the Corporation at any time after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Amount in effect immediately prior to such subdivision will be proportionately reduced. If the Corporation at any

time after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Amount in effect immediately prior to such combination will be proportionately increased.

(c) Voluntary Adjustment By Corporation. The Corporation may at any time reduce the then current Conversion Price to any amount and for any period of time deemed appropriate and approved by the Board of Directors in accordance with Nevada law.

(d) Notices.

(i) Immediately upon any adjustment of the Conversion Rate and Conversion Price pursuant to Section 7 hereof, the Corporation will give written notice thereof sent by mail, first class, postage prepaid to each Holder at its address appearing on the stock register, setting forth in reasonable detail, and certifying, the calculation of such adjustment. In the case of a dispute as to the determination of such adjustment, then such dispute shall be resolved in accordance with the procedures set forth in Section 6(e).

(ii) Except as otherwise required by law, the Corporation will give written notice to each Holder at least ten (10) Business Days prior to the date on which the Corporation closes its books or takes a record (I) with respect to any dividend or distribution upon the Common Stock, (II) with respect to any pro rata subscription offer to holders of Common Stock or (III) for determining rights to vote with respect to any Twenty Percent Issuance, any Fundamental Transaction or any Liquidation Event.

(iii) The Corporation will also give written notice to each Holder at least ten (10) Business Days prior to the date on which any Twenty Percent Issuance, any Fundamental Transaction or any Liquidation Event will take place.

8. Status of Converted Stock. In the event any shares of Series A Convertible Preferred Stock shall be converted pursuant to Section 6 hereof, the shares so converted shall be canceled and shall not be issuable by the Corporation.

9. Suspension from Trading. If on any day after the Initial Issuance Date, the sale of any of the shares of Common Stock issued or issuable upon the conversion of any shares of Series A Convertible Preferred Stock (the “Conversion Shares”) (without giving effect to the Maximum Percentage) issuable hereunder cannot be made (i) because of the suspension of trading by the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded (other than due to an event that causes the suspension of trading on such Principal Market or principal securities exchange or securities market of all securities generally) (a “Maintenance Failure”), then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Conversion Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Corporation shall pay to each Holder, for each full consecutive fifteen (15) Trading Day period during which there is a Maintenance Failure, an amount in cash equal to one quarter of one percent (0.25%) of the product of (I) the

total number of Conversion Shares issuable hereunder (without giving effect to the Maximum Percentage) and (II) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Date immediately prior to the first date of the Maintenance Failure and ending on the date such Maintenance Failure is cured or (ii) because of a failure to maintain the listing of the Common Stock on one or more Eligible Markets (a “Delisting Maintenance Failure”), then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Conversion Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Corporation shall pay to each Holder, for each full consecutive fifteen (15) Trading Day period during which there is a Delisting Maintenance Failure, an amount in cash equal to one quarter of one percent (0.25%) of the Conversion Amount then held by such Holder. The payments to which a Holder shall be entitled pursuant to this Section 9 are referred to herein as “Suspension Payments”. Suspension Payments shall be paid on the third Business Day after each full fifteen (15) day period during which there is a Maintenance Failure or a Delisting Maintenance Failure, as applicable

10. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series A Convertible Preferred Stock Certificates representing the Series A Convertible Preferred Stock, and, in the case of loss, theft or destruction, of an indemnification undertaking (with surety, if reasonably requested by the Corporation) by the holder thereof to the Corporation in customary form and, in the case of mutilation, upon surrender and cancellation of the Series A Convertible Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Corporation shall not be obligated to re-issue preferred stock certificates if the holder contemporaneously requests the Corporation to convert such Series A Convertible Preferred Stock into Common Stock.

11. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Amendment shall be cumulative and in addition to all other remedies available under this Certificate of Amendment, at law or in equity (including a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit a holder of Series A Convertible Preferred Stock’s right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Amendment. The Corporation covenants to each holder of Series A Convertible Preferred Stock that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder of Series A Convertible Preferred Stock thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance thereof). The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series A Convertible Preferred Stock and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees that, in the event of any such breach or threatened breach, the holders of Series A Convertible Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

12. Notice. Whenever notice or other communication is required to be given under this Certificate of Amendment, unless otherwise provided herein, such notice shall be given in accordance with contact information provided by each Holder to the Corporation and set forth in the register for the Series A Convertible Preferred Stock maintained by the Corporation as set forth in Section 15.

13. Failure or Indulgence Not Waiver. No failure or delay on the part of any holder of Series A Convertible Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

14. Transfer of Series A Convertible Preferred Stock. A Holder may assign some or all of the Series A Convertible Preferred Stock and the accompanying rights hereunder held by such Holder without the consent of the Corporation; provided that such assignment is in compliance with applicable securities laws.

15. Series A Convertible Preferred Stock Register. The Corporation shall maintain at its principal executive offices (or such other office or agency of the Corporation as it may designate by notice to the Holders), a register for the Series A Convertible Preferred Stock, in which the Corporation shall record the name and address of the persons in whose name the Series A Convertible Preferred Stock have been issued, as well as the name and address of each transferee. The Corporation may treat the person in whose name any Series A Convertible Preferred Stock is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

16. Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Corporation pursuant to the Nevada Private Corporations Law, N.R.S. § 78.101, et seq. (the “NRS”), this Certificate of Amendment or otherwise with respect to the issuance of the Series A Convertible Preferred Stock or the Common Stock issuable upon conversion thereof may be effected by written consent of the Corporation’s stockholders or at a duly called meeting of the Corporation’s stockholders, all in accordance with the applicable rules and regulations of the NRS and the applicable provisions hereof. This provision is intended to comply with the applicable sections of the NRS permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

17. General Provisions. In addition to the above provisions with respect to Series A Convertible Preferred Stock, such Series A Convertible Preferred Stock shall be subject to and be entitled to the benefit of the provisions set forth in the Certificate of Incorporation of the Corporation with respect to preferred stock of the Corporation generally.

18. Disclosure. Upon receipt or delivery by the Corporation of any notice in accordance with the terms of this Certificate of Amendment, unless the Corporation has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Corporation or any of its Subsidiaries, the Corporation shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,

nonpublic information on a Current Report on Form 8-K or otherwise. In the event that the Corporation believes that a notice contains material, nonpublic information relating to the Corporation or its Subsidiaries, the Corporation so shall indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Corporation or its Subsidiaries.

This Second Amended Certificate of Designation amendment to the Amended and Restated Articles of Incorporation was authorized by the Board of Directors of the Corporation, without the need for shareholder approval.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has signed this Second Amended Certificate of Designation as of the [ ] day of June, 2015, and affirms the statements contained therein as true under the penalties of perjury.


LASERLOCK TECHNOLOGIES, INC.

By:
Name:		Paul Donfried
Its:		Chief Executive Officer

EXHIBIT A

LASERLOCK TECHNOLOGIES, INC.

CONVERSION NOTICE: SERIES A CONVERTIBLE PREFERRED STOCK

Reference is made to the Second Amended Certificate of Designation of LaserLock Technologies, Inc., dated June [ ], 2015 (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Convertible Preferred Stock”), of LaserLock Technologies, Inc., a Nevada corporation (the “Corporation”), indicated below into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation, as of the date specified below. The undersigned represents and warrants that such conversion is not prohibited by Section 6(i) of the Certificate of Conversion.


Date of Conversion:



Number of shares of Series A Convertible Preferred Stock to be converted:



Stock certificate no(s). of Series A Convertible Preferred Stock to be converted:



Tax ID Number (If applicable):



Please confirm the following information:



Conversion Price:



Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Series A Convertible Preferred Stock are being converted in the following name and to the following address:


Issue to:



Address:



Telephone Number:



Facsimile Number:



Authorization:



By:



Title:



Dated:



Account Number (if electronic book entry transfer):



Transaction Code Number (if electronic book entry transfer):

ACKNOWLEDGMENT

The Corporation hereby acknowledges this Conversion Notice and hereby directs [ ] to issue the above indicated number of shares of Common Stock.


LASERLOCK TECHNOLOGIES, INC.

By:
Name:
Title:

Exhibit 3.3

CERTIFICATE OF DESIGNATION

SERIES B PREFERRED STOCK

(Pursuant to Section 78.1955 of the Nevada Revised Statutes)

Laserlock Technologies, Inc. (the “Corporation”), a corporation organized under the laws of the State of Nevada,

DOES HEREBY CERTIFY:

The name of the Corporation is LaserLock Technologies, Inc., and its date of incorporation under the laws of the State of Nevada was November 9, 1999.

That, pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”), by its Amended and Restated Articles of Incorporation, dated December 19, 2003, as amended (the “Articles”), and pursuant to Section 78.1955(2) of the Nevada Revised Statutes, the Board, acting by written consent, dated May 26, 2015, approved the following resolution as an amendment to its Articles, which resolution remains in full force and effect on the date hereof.

As of the date of adoption of the foregoing resolution, there are no issued and outstanding shares of Series B Preferred Stock.

RESOLVED, that the Certificate of Designation of Series B Preferred Stock is as follows:

1. Designation and Amount. The class of preferred stock hereby classified shall be designated the “Series B Convertible Preferred Stock”. The initial number of authorized shares of the Series B Convertible Preferred Stock shall be 85 shares, which shall not be subject to increase without the consent of the holders of a majority of the then outstanding shares of Series B Convertible Preferred Stock. Each share of the Series B Convertible Preferred Stock shall have a par value of $0.001.

2. Dividends. From and after the first date of issuance of any shares of Series B Convertible Preferred Stock (the “Initial Issuance Date”), the holders of Series B Convertible Preferred Stock (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive such dividends paid and distributions made to the holders of common stock, par value $0.001 per share ( the “Common Stock”), pro rata to the holders of Common Stock to the same extent as if such Holders had converted the Series B Convertible Preferred Stock into Common Stock (without regard to any limitations on conversion herein or elsewhere) and had held such shares of Common Stock on the record date for such dividends and distributions (provided, however, to the extent that a Holder’s right to participate in any such dividend or distribution would result in the Holder exceeding the Maximum Percentage (as defined below), then the Holder shall not be entitled to participate in such dividend or distribution to such extent (or in the

beneficial ownership of any shares of Common Stock as a result of such dividend or distribution to such extent) and the portion of such dividend or distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time such Holder shall be delivered such dividend or distribution to the extent as if there had been no such limitation). Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Stock.

3. Liquidation Preference. Upon any Liquidation Event (as defined below), after provision for payment of all debts and liabilities of the Corporation, any remaining assets of the Corporation shall be distributed pro rata to the holders of Common Stock and the holders of Series B Convertible Preferred Stock as if the Series B Convertible Preferred Stock had been converted into shares of Common Stock pursuant to the provisions of Section 6 hereof immediately prior to such distribution. For purposes of this Certificate of Designation, a “Liquidation Event” means the voluntary or involuntary liquidation, dissolution or winding up of the Corporation or its Subsidiaries (as defined below), the sale of assets of which constitute all or substantially all of the assets of the business of the Corporation and its Subsidiaries taken as a whole, in a single transaction or series of transactions.

4. Fundamental Transactions.

(a) Certain definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

(i) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(ii) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

reorganization, recapitalization, spin-off or scheme of arrangement) with another entity whereby such other entity acquires more than the 50% of the outstanding shares of Voting Stock (not including any shares of Voting Stock held by the other entity or other entities making or party to, or associated or affiliated with the other entities making or party to, such stock purchase agreement or other business combination), or (E) reorganize, recapitalize or reclassify its Common Stock, or (F) become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock.

(vii) “Required Holders” means the holders of record of a majority of the then outstanding shares of Series B Convertible Preferred Stock.

(viii) “Stated Value” shall mean $8,496,732.02 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or other similar events relating to the Series B Convertible Preferred Stock after the Initial Issuance Date.

(b) Assumption. The Corporation shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Corporation under this Certificate of Designation in accordance with the provisions of this Section 4 pursuant to written agreements in form and substance satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each Holder of Series B Convertible Preferred Stock in exchange for such Series B Convertible Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designation including, without limitation, having a stated value equal to the Stated Value of the Series B Convertible Preferred Stock held by such Holder and having similar ranking to the Series B Convertible Preferred Stock, and satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose common stock is quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation with the same effect as if such Successor Entity had been named as the Corporation herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon conversion of the Series B Convertible Preferred Stock at any time after the consummation of the Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Series B Convertible Preferred Stock prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Series B Convertible Preferred Stock), such shares of publicly traded common stock (or their equivalent) of the Successor Entity, as adjusted in accordance with the provisions of this Certificate of Designation, which the Holder would have been entitled to receive had such Holder converted the Series B Convertible Preferred Stock in full (without regard to any limitations on conversion, including without limitation, the Maximum Percentage) immediately prior to such Fundamental Transaction (provided, however, to the extent that a Holder’s right to receive any such shares of publicly traded common stock (or their equivalent) of the Successor Entity would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to receive such shares to such extent (or to beneficially own any shares of publicly traded common stock (or their equivalent) of the Successor Entity as a result of such consideration to such extent) and the portion of such shares shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage, at which time such Holder shall be delivered such shares to the extent as if there had been no such limitation). The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Series B Convertible Preferred Stock.

5. Voting Rights.

(a) General. The Holders shall not be entitled to vote, except (i) as otherwise required by applicable law and (ii) subject to Section 6(i), that each issued and outstanding share of Series B Convertible Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which each such share of Series B Convertible Preferred Stock is convertible (as adjusted from time to time pursuant to Section 4 hereof), at each meeting of stockholders of the Corporation (or pursuant to any action by written consent) with respect to matters presented to the stockholders of the Corporation for their action or consideration in connection with (A) a Fundamental Transaction or (B) the issuance by the Corporation, directly or indirectly, in one or more related transactions or series of related transactions, of shares of Common Stock, Options (as defined below) or Convertible Securities (as defined below) if, in the aggregate, the number of such shares of Common Stock together with the number of shares of Common Stock issuable upon the conversion or exercise, as applicable, of such Options and Convertible Securities is more than 20% of the number of shares of Common Stock issued and outstanding prior to any such issuance (such issuance, the “Twenty Percent Issuance”).

(b) Series B Convertible Preferred Stock Protective Provisions. In addition to any other rights provided by law, the Corporation shall not and shall not permit any direct or indirect Subsidiary (as defined below) of the Corporation to, without first obtaining the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series B Convertible Preferred Stock:

(i) increase the authorized number of shares of Series B Convertible Preferred Stock; or

(ii) amend, alter or repeal the preferences, special rights or other powers of the Series B Convertible Preferred Stock so as to affect adversely the Series B Convertible Preferred Stock.

6. Conversion. Subject to Section 6(i) and after the Corporation has enough shares of authorized Common Stock to allow for any conversions of the Series B Convertible Preferred Stock into shares of Common Stock, whether by way of reverse stock split or an amendment to its Articles of Incorporation increasing the amount of authorized shares of Common Stock or otherwise (such event referred to as an “Authorized Increase Event”), each share of Series B Convertible Preferred Stock may be converted into shares of Common Stock at any time or times, at the option of any Holder as provided in this Section 6, provided, however, that in connection with any Liquidation Event, the right of conversion shall terminate at the close of business on the full Business Day next preceding the date fixed for the payment of any amounts distributable on liquidation to the holders of Series B Convertible Preferred Stock.

(a) Certain definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

(i) “Bloomberg” means Bloomberg Financial Markets.

(ii) “Conversion Amount” means the Stated Value.

(iii) “Conversion Price” means $1.00, subject to adjustment as provided herein.

(iv) “Subsidiary” means, with respect to the Corporation, any entity in which the Corporation, directly or indirectly, owns any of the capital stock or holds an equity or similar interest.

(b) Conversion. The number of shares of Common Stock issuable upon conversion of each share of Series B Convertible Preferred Stock pursuant to this Section 6 shall be determined by multiplying each such share of Series B Convertible Preferred Stock by the fraction set forth below (the “Conversion Rate”):

Conversion Amount

Conversion Price

No fractional shares of Common Stock are to be issued upon the conversion of any Series B Convertible Preferred Stock, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number.

The applicable Conversion Rate and Conversion Price from time to time in effect is subject to adjustment as hereinafter provided.

(c) Mechanics of Conversion. The conversion of Series B Convertible Preferred Stock shall be conducted in the following manner:

(i) Holder’s Delivery Requirements. To convert Series B Convertible Preferred Stock into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York City time, on such date, a copy of a properly completed notice of conversion executed by the registered Holder of the Series B Convertible Preferred Stock subject to such conversion in the form attached hereto as Exhibit A (the “Conversion Notice”) to the Corporation and if the Corporation has appointed a registered transfer agent, the Corporation’s registered transfer agent (the “Transfer Agent”) (if the Corporation does not have a registered transfer agent, references hereto to the “Transfer Agent” shall be deemed to be references to the Corporation) and (B) if required by Section 6(c)(iv), surrender to a common carrier for delivery to the Corporation as soon as practicable following such date the original certificates representing the Series B Convertible Preferred Stock being converted (or compliance with the procedures set forth in Section 9) (the “Preferred Stock Certificates”).

Notice (the “Share Delivery Date”), (1) provided the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal At Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Series B Convertible Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion, as may be required pursuant to Section 6(c)(iv), is greater than the number of shares of Series B Convertible Preferred Stock being converted, then the Corporation shall, as soon as practicable and in no event later than five (5) Business Days after receipt of the Preferred Stock Certificate(s) (the “Preferred Stock Delivery Date”) and at its own expense, issue and deliver to the Holder a new Preferred Stock Certificate representing the number of shares of Series B Convertible Preferred Stock not converted.

(iii) Corporation’s Failure to Timely Convert.

(A) Cash Damages. If within three (3) Trading Days after the Corporation’s receipt of the facsimile copy of a Conversion Notice the Corporation shall fail to credit a Holder’s balance account with DTC or issue and deliver a certificate to such Holder for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of Series B Convertible Preferred Stock (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of the shares of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Corporation (a “Buy-In”), then the Corporation shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Corporation’s obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Sale Price on the Conversion Date. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Series B Convertible Preferred Stock as required pursuant to the terms hereof.

(B) Void Conversion Notice; Adjustment of Conversion Price. If for any reason a Holder has not received all of the shares of Common Stock to which such Holder is entitled prior to the tenth (10^th) Trading Day after the Share Delivery Date with respect to a conversion of Series B Convertible Preferred Stock, then the Holder, upon written notice to the Corporation, with a copy to the Transfer Agent, may void its Conversion Notice with respect to, and retain or have returned, as the case may be, any shares of Series B Convertible Preferred Stock that have not been converted pursuant to such Holder’s Conversion Notice; provided that the voiding of a Holder’s Conversion Notice shall not effect the Corporation’s obligations to make any payments which have accrued prior to the date of such notice pursuant to Section 6(c)(iii)(A) or otherwise.

(iv) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series B Convertible Preferred Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the Preferred Stock Certificate unless (A) the full or remaining number of shares of Series B Convertible Preferred Stock represented by the Preferred Stock Certificate are being converted, in which case the Holder shall deliver such Preferred Stock Certificate to the Corporation promptly following such conversion, or (B) a Holder has provided the Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series B Convertible Preferred Stock upon physical surrender of any Series B Convertible Preferred Stock. The Holder and the Corporation shall maintain records showing the number of shares of Series B Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series B Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series B Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series B Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series B Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series B Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series B Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series B Convertible Preferred Stock, the number of shares of Series B Convertible Preferred Stock represented by such certificate may be less than the number of shares of Series B Convertible Preferred Stock stated on

the face thereof. Each certificate for Series B Convertible Preferred Stock shall bear the following legend:

(d) Reservation of Shares.

(i) After the Corporation effects an Authorized Increase Event, the Corporation shall have such number of its duly authorized and unissued shares of Common Stock for each Series B Convertible Preferred Stock equal to 130% of the number of shares of Common Stock necessary to effect the conversion at the Conversion Rate with respect to each such Series B Convertible Preferred Stock as of the Initial Issuance Date. The Corporation shall at all times after an Authorized Increase Event when the Series B Convertible Preferred Stock shall be outstanding reserve and keep available out of its authorized but unissued stock, for the purposes of effecting the conversion of the Series B Convertible Preferred Stock, such number of its duly authorized and unissued shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Convertible Preferred Stock (the “Required Reserve Amount”). The initial number of shares of Common Stock reserved for conversions of the Series B Convertible Preferred Stock and each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of shares of Series B Convertible Preferred Stock held by each Holder at the time of issuance of the Series B Convertible Preferred Stock or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Series B Convertible Preferred Stock, each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Series B Convertible Preferred Stock (other than pursuant to a transfer of Series B Convertible Preferred Stock in accordance with the immediately preceding sentence) shall be allocated to the remaining Holders of Series B Convertible Preferred Stock, pro rata based on the number of shares of Series B Convertible Preferred Stock then held by such Holders. Before taking any action that would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series

B Convertible Preferred Stock, the Corporation will take any corporate action that may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully-paid and nonassessable shares of such Common Stock at such adjusted conversion price.

(ii) If at any time while any of the Series B Convertible Preferred Stock remain outstanding the Corporation does not have a sufficient number of duly authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon conversion of the Series B Convertible Preferred Stock at least a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Corporation shall immediately take all action necessary to increase the Corporation’s authorized shares of Common Stock to an amount sufficient to allow the Corporation to reserve the Required Reserve Amount for the Series B Convertible Preferred Stock then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Corporation shall effect an Authorized Increase Event. In connection with such Authorized Increase Event, the Corporation shall use its best efforts to solicit its stockholders’ approval, if required, of such increase in authorized shares of Common Stock and to cause its board of directors to approve such proposal.

(f) Record Holder. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Series B Convertible Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(g) Effect of Conversion. All shares of Series B Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall forthwith cease and terminate except only the right of the

holder thereof to receive shares of Common Stock in exchange therefor and payment of any accrued but unpaid dividends thereon (whether or not declared). Subject to Section 6(c)(iii)(B), any shares of Series B Convertible Preferred Stock so converted shall be retired and canceled and shall not be reissued, and the Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized Series B Convertible Preferred Stock accordingly.

(h) Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of this Series B Convertible Preferred Stock shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series B Convertible Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(i) Maximum Percentage. Notwithstanding anything to the contrary set forth herein, the Corporation shall not effectuate any conversion of Series B Convertible Preferred Stock, and no Holder shall have the right to convert any Series B Convertible Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Person’s affiliates) would have acquired, through conversion of Series B Convertible Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Corporation shall not give effect to any voting rights of the Series B Convertible Preferred Stock, and any Holder shall not have the right to exercise voting rights with respect to any Series B Convertible Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Holder (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by a Person and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series B Convertible Preferred Stock beneficially owned by such Person or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 6(i) beneficially owned by such Person or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 6(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section 6(i), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Corporation’s most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, (2) a more recent public announcement by the Corporation, or (3) any

other notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of any Holder, the Corporation shall within one (1) Business Day following the receipt of such notice, confirm orally and in writing to any such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Series B Convertible Preferred Stock, by such Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 4.99% specified in such notice; provided, that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation, and (ii) any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. In the event that the Corporation cannot pay any portion of any dividend, distribution, grant or issuance hereunder to a Holder solely by reason of this Section 6(i) (such shares, the “Limited Shares”), notwithstanding anything to the contrary contained herein, the Corporation shall not be required to pay cash in lieu of the payment that otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such Holder until such time, if ever, that the delivery of such Limited Shares shall not cause the Holder to exceed the Maximum Percentage, at which time such Holder shall be delivered such Limited Shares to the extent as if there had been no such limitation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(i) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

7. Anti-Dilution Provisions. The Conversion Price shall be subject to adjustment from time to time in accordance with this Section 7.

(a) Certain Definitions. For purposes of this Certificate of Designations, the following definitions shall apply:

(i) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exchangeable or exercisable for Common Stock.

(ii) “Options” means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.

(iii) “Principal Market” means the Eligible Market that is the principal securities exchange market for the Common Stock.

(d) Notices.

8. Status of Converted Stock. In the event any shares of Series B Convertible Preferred Stock shall be converted pursuant to Section 6 hereof, the shares so converted shall be canceled and shall not be issuable by the Corporation.

9. Suspension from Trading. If on any day after the Initial Issuance Date, the sale of any of the shares of Common Stock issued or issuable upon the conversion of any shares of Series B Convertible Preferred Stock (the “Conversion Shares”) (without giving effect to the Maximum Percentage) issuable hereunder cannot be made (i) because of the suspension of trading by the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the shares of Common Stock are then traded (other than due to an event that causes the suspension of trading on such Principal Market or principal securities exchange or securities market of all securities generally) (a “Maintenance Failure”), then, as partial relief for the damages to any Holder by reason of any such delay in or reduction of its ability to sell the Conversion Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Corporation shall pay to each Holder, for each full consecutive fifteen (15) Trading Day period during which there is a Maintenance Failure, an amount in cash equal to one quarter of one percent (0.25%) of the product of (I) the

10. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence reasonably satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Series B Convertible Preferred Stock Certificates representing the Series B Convertible Preferred Stock, and, in the case of loss, theft or destruction, of an indemnification undertaking (with surety, if reasonably requested by the Corporation) by the holder thereof to the Corporation in customary form and, in the case of mutilation, upon surrender and cancellation of the Series B Convertible Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Corporation shall not be obligated to re-issue preferred stock certificates if the holder contemporaneously requests the Corporation to convert such Series B Convertible Preferred Stock into Common Stock.

11. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit a holder of Series B Convertible Preferred Stock’s right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate of Designation. The Corporation covenants to each holder of Series B Convertible Preferred Stock that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder of Series B Convertible Preferred Stock thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance thereof). The Corporation acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of Series B Convertible Preferred Stock and that the remedy at law for any such breach may be inadequate. The Corporation therefore agrees that, in the event of any such breach or threatened breach, the holders of Series B Convertible Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

12. Notice. Whenever notice or other communication is required to be given under this Certificate of Designation, unless otherwise provided herein, such notice shall be given in accordance with contact information provided by each Holder to the Corporation and set forth in the register for the Series B Convertible Preferred Stock maintained by the Corporation as set forth in Section 15.

13. Failure or Indulgence Not Waiver. No failure or delay on the part of any holder of Series B Convertible Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

14. Transfer of Series B Convertible Preferred Stock. A Holder may assign some or all of the Series B Convertible Preferred Stock and the accompanying rights hereunder held by such Holder without the consent of the Corporation; provided that such assignment is in compliance with applicable securities laws.

15. Series B Convertible Preferred Stock Register. The Corporation shall maintain at its principal executive offices (or such other office or agency of the Corporation as it may designate by notice to the Holders), a register for the Series B Convertible Preferred Stock, in which the Corporation shall record the name and address of the persons in whose name the Series B Convertible Preferred Stock have been issued, as well as the name and address of each transferee. The Corporation may treat the person in whose name any Series B Convertible Preferred Stock is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

16. Stockholder Matters. Any stockholder action, approval or consent required, desired or otherwise sought by the Corporation pursuant to the Nevada Private Corporations Law, N.R.S. § 78.101, et seq. (the “NRS”), this Certificate of Designation or otherwise with respect to the issuance of the Series B Convertible Preferred Stock or the Common Stock issuable upon conversion thereof may be effected by written consent of the Corporation’s stockholders or at a duly called meeting of the Corporation’s stockholders, all in accordance with the applicable rules and regulations of the NRS and the applicable provisions hereof. This provision is intended to comply with the applicable sections of the NRS permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

17. General Provisions. In addition to the above provisions with respect to Series B Convertible Preferred Stock, such Series B Convertible Preferred Stock shall be subject to and be entitled to the benefit of the provisions set forth in the Certificate of Incorporation of the Corporation with respect to preferred stock of the Corporation generally.

18. Disclosure. Upon receipt or delivery by the Corporation of any notice in accordance with the terms of this Certificate of Designation, unless the Corporation has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Corporation or any of its Subsidiaries, the Corporation shall within one (1) Business Day after any such receipt or delivery publicly disclose such material,

This Certificate of Designation amendment to the Amended and Restated Articles of Incorporation was authorized by the Board of Directors of the Corporation, without the need for shareholder approval.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has signed this Certificate of Designation as of the [ ] day of June, 2015, and affirms the statements contained therein as true under the penalties of perjury.


LASERLOCK TECHNOLOGIES, INC.

By:
Name:		Paul Donfried
Its:		Chief Executive Officer

EXHIBIT A

LASERLOCK TECHNOLOGIES, INC.

CONVERSION NOTICE: SERIES B CONVERTIBLE PREFERRED STOCK

Reference is made to the Certificate of Designation of Series B Preferred Stock of LaserLock Technologies, Inc., dated June [ ], 2015 (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Convertible Preferred Stock”), of LaserLock Technologies, Inc., a Nevada corporation (the “Corporation”), indicated below into shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Corporation, as of the date specified below. The undersigned represents and warrants that such conversion is not prohibited by Section 6(i) of the Certificate of Conversion.


Date of Conversion:



Number of shares of Series B Convertible Preferred Stock to be converted:



Stock certificate no(s). of Series B Convertible Preferred Stock to be converted:



Tax ID Number (If applicable):



Please confirm the following information:



Conversion Price:



Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Series B Convertible Preferred Stock are being converted in the following name and to the following address:


Issue to:



Address:



Telephone Number:



Facsimile Number:



Authorization:



By:



Title:



Dated:



Account Number (if electronic book entry transfer):



Transaction Code Number (if electronic book entry transfer):

ACKNOWLEDGMENT

The Corporation hereby acknowledges this Conversion Notice and hereby directs [ ] to issue the above indicated number of shares of Common Stock.


LASERLOCK TECHNOLOGIES, INC.

By:
Name:
Title:

Exhibit 10.1

(Execution Copy)

MASTER ACQUISITION AGREEMENT

THIS MASTER ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2015, by and among OPC Partners LLC, a Delaware limited liability company (“Purchaser”), VerifyMe, Inc., a Texas corporation (“VFM”), LaserLock Technologies, Inc., a Nevada corporation (the “Company”), Zaah Technologies, Inc., a Delaware corporation (“Zaah”), and the investor identified on the signature page hereto (the “Common Stock Investor”). Purchaser, VFM, the Company, Zaah and the Common Stock Investor are sometimes referred to herein each, individually, as a “Party” and, collectively, as the “Parties.”

W I T N E S S E T H:

WHEREAS, Purchaser and Common Stock Investor desire to make investments in the Company (the “Investments”), pursuant to a Subscription Agreement, between the Company and Purchaser in the form attached hereto as Exhibit A (the “Series A Preferred Stock Subscription Agreement”), and pursuant to a Subscription Agreement, between the Company and Common Stock Investor in the form attached hereto as Exhibit B (the “Common Stock Subscription Agreement”), to enable the Company to satisfy certain obligations and to enable the Company to continue its business and to execute on its business plan; and

WHEREAS, VFM, Zaah, the note holders of the Company listed on Schedule 1 attached hereto (the “Noteholders”) and the warrantholders of the Company listed on Schedule 2 attached hereto (the “Warrantholders”) all have interests in the Company and whose participation in the transactions contemplated hereby is required in order for the Purchaser, Common Stock Investor and the Company to achieve their stated goals; and

WHEREAS, as a condition to the Purchaser and Common Stock Investor making the Investments and for VFM, Zaah, the Noteholders and the Warrantholders to agree to the various transactions contemplated hereby, the Parties agree that certain actions must take place simultaneously and post-closing and they desire to set forth their agreement as to the actions and conditions required to consummate the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:

ARTICLE I

THE CLOSING; AUTHORIZED COMMON STOCK

1.1 Closing. Subject to the satisfaction or waiver of each of the conditions set forth in Article II of this Agreement, the closing of the transactions contemplated by the Subscription Agreement and by each of the documents set forth on the exhibits attached hereto (the “Closing”) shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY, on the day, or as soon thereafter as possible, following

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the satisfaction or waiver of all conditions to the obligations of the Parties set forth in Article II, or at such other place or time or on such other date as the Parties may agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

1.2 Post-Closing Covenants. Following the Closing, the Company hereby covenants and agrees to use its best efforts to take the following actions:

(a) approve and deliver to the Purchaser a copy of the Second Amended Certificate of Designation of Series A Preferred Stock (the “Second Amended Certificate of Designation”), duly adopted by the Board of Directors of the Company, substantially in the form attached hereto as Exhibit L, with evidence satisfactory to the Purchaser that such Certificate of Designation has been duly filed with the Secretary of State of the State of Nevada as an amendment to the Company’s Articles of Incorporation; and

(b) approve and deliver to VFM a copy of the Certificate of Designation of Series B Preferred Stock (the “Series B Certificate of Designation”), duly adopted by the Board of Directors of the Company, substantially in the form attached hereto as Exhibit M, with evidence satisfactory to VFM that such Series B Certificate of Designation has been duly filed with the Secretary of State of the State of Nevada as an amendment to the Company’s Articles of Incorporation.

ARTICLE II

CONDITIONS PRECEDENT TO CLOSING

2.1 Conditions Precedent to the Obligations of the Parties. The obligation of each of the Parties to consummate the transactions described in this Agreement shall be subject to the fulfillment on or before the Closing of the following conditions precedent, each of which may be waived by a Party in its sole discretion:

(a) Approvals and Consents. Any and all consents and approvals from third parties (including any governmental approvals) for the consummation of the transactions contemplated by this Agreement shall have been obtained.

(b) Company Board of Directors and Shareholder Consent. Subject to the restrictions set forth in Section 3.13 below, the Company shall have obtained the approval, by written consent, of its Board of Directors and those holders of a majority of the issued and outstanding voting capital stock of the Company, the increase in the number of the Company’s available and unissued authorized shares of common stock, par value $0.001 (the “Common Stock”) (without changing the total number of authorized shares) to allow for (i) the conversion of the Series A Convertible Preferred Stock that the Purchaser will be receiving pursuant to the Subscription Agreement into shares of Common Stock and (ii) the conversion of the Series B Convertible Preferred Stock that VFM will be receiving pursuant to the conversion of the outstanding royalty payments owed by the Company to VFM pursuant to that certain Patent and Technology License Agreement, by and between the Company and VFM, dated December 31, 2012 (the “VFM License Agreement”), by way of a reverse stock split.

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(c) No Actions, Suits or Proceedings. No order of any court or governmental authority shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No litigation shall be pending or threatened, before any court or governmental authority to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby. No insolvency proceeding of any character, including, without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company shall be pending and the Company shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

(d) Note Conversions. The Noteholders will convert the outstanding balance of their notes into the number of shares of common stock of the Company listed opposite their names on Schedule 1 (without taking into effect the Company’s contemplated 85:1 reverse stock split), pursuant to a Promissory Note Conversion Agreement, substantially in the form of Exhibit C attached hereto.

(e) Warrant Conversions. The Warrantholders will convert their outstanding warrants into the number of shares of common stock of the Company listed opposite their names on Schedule 2 (without taking into effect the Company’s contemplated 85:1 reverse stock split), pursuant to a Warrant Conversion Agreement, substantially in the form of Exhibit D attached hereto.

(f) Preferred Stock Conversion. VFM shall convert the 21,111,111 shares of Series A Convertible Preferred Stock, par value $0.001 of the Company that it currently owns into shares of Common Stock of the Company, $0.001 par value on a 1:1 basis, resulting in VFM owning 21,111,111 shares of Common Stock pursuant to a Preferred Stock Conversion Agreement, substantially in the form of Exhibit E attached hereto.

(g) License Termination. VFM and the Company shall have terminated the VFM License Agreement, pursuant to a Patent and Technology License Termination Agreement, substantially in the form of Exhibit F attached hereto, which Patent and Technology License Termination Agreement shall make it clear that the current outstanding royalty payments of $6,500,000 owed by the Company to VFM under the VFM License Agreement shall be converted to shares of restricted Series B Convertible Preferred Stock and that no further payments shall be due and owing thereunder by the Company to VFM.

(h) Termination of Registration Rights. VFM and the Company shall have terminated that certain Registration Rights Agreement, dated as of December 31, 2012, pursuant to a Registration Rights Termination Agreement, substantially in the form of Exhibit G attached hereto.

(i) Termination of Services Agreement. VFM and the Company shall have terminated that certain Technology and Services Agreement, dated as of December 31, 2012, pursuant to a Technology and Services Agreement Termination Agreement, substantially in the form of Exhibit H attached hereto.

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(j) Termination of Investment Agreement. VFM and the Company shall have terminated that certain Investment Agreement, dated as of December 31, 2012, pursuant to an Investment Agreement Termination Agreement, substantially in the form of Exhibit I attached hereto.

(k) Patent Purchase Agreement. VFM and the Company shall have entered into and consummated the transactions contemplated by that certain Patent Purchase Agreement, substantially in the form of Exhibit J attached hereto.

(l) Zaah Termination Agreement. Zaah Technologies, Inc. and the Company shall have terminated that certain Technology and Services Agreement, dated as of December 31, 2012, pursuant to a Technology and Services Agreement Termination Agreement, substantially in the form of Exhibit K attached hereto.

(m) Preferred Stock. The Company and the Purchaser shall have consummated the transactions contemplated by the Series A Preferred Stock Subscription Agreement. In addition, the Company shall have delivered to each of the Purchaser and VFM (as applicable) copies of the Second Amended Certificate of Designation and the Series B Certificate of Designation, duly adopted by its Board of Directors, with evidence satisfactory to the Purchaser that such Certificates of Designation have been duly filed with the Secretary of State of the State of Nevada.

(n) Restricted Common Stock. The Company and Common Stock Investor shall have consummated the transactions contemplated by the Common Stock Subscription Agreement.

ARTICLE III

MISCELLANEOUS

3.1 Entire Agreement. This Agreement and the documents and agreements set forth on the exhibits hereto embody the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth herein or therein shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

3.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, legal representatives, and permitted assigns.

3.3 Assignment. Neither this Agreement, nor any right hereunder, may be assigned by any of the Parties without the prior written consent of all of the other Parties.

3.4 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all Parties hereto.

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3.5 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the Party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

3.6 No Third Party Beneficiary. Except as otherwise provided herein, nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any Person other than the Parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

3.7 Publicity. No Party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of each of the Parties, except as may be required by law. The Parties shall cooperate as to the timing and contents of any such press release or public announcement.

3.8 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York without giving effect to the conflict of law principles thereof; provided, however, to the extent the application of New York law, including, but not limited to, (a) the rights granted to shareholders of a corporation under the New York Business Corporation Law (N.Y. Bus. Corp. Law § 101, et seq.) by way of preemptive rights or shareholder consent or (b) the rights of debt holders with respect to the conversion or satisfaction of outstanding liabilities shall differ in its application from the laws of the State of Nevada, the laws of the State of Nevada shall apply, including, but not limited to, the Nevada Private Corporations Law, N.R.S. § 78.101, et seq.

3.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

3.10 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

3.11 Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

3.12 Further Assurances. At any time and from time to time after the Closing Date each Party shall execute and deliver such other instruments of sale as may be reasonably requested in order to more effectively carry forth the terms and conditions of this Agreement.

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3.13 Notice Filings with U.S. Securities and Exchange Commission. Notwithstanding anything contained herein to the contrary, the Parties hereby acknowledge that, to the extent that the underlying transactions contemplated by this Agreement require the consent of the shareholders of the Company, the Company shall be required to file with the U.S. Securities and Exchange Commission (“SEC”) an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) commensurate with such shareholder action, and that any corporate actions taken to effectuate such shareholder action may not be taken until the expiration of twenty (20) calendar days after the filing of such Information Statement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Agreement as of the day and year first above written.


PURCHASER:

OPC Partners LLC, a Delaware limited liability company,

By:
Name:
Title:		Manager

VFM:

VerifyMe, Inc., a Texas corporation,

By:
Name:		Claudio Ballard
Title:		President

COMPANY:

LaserLock Technologies, Inc., a Nevada corporation,

By:
Name:		Paul Donfried
Title:		President/ CEO

COMMON STOCK INVESTOR:

Signature:
Name:		Bruce Evans

ZAAH:

Zaah Technologies, Inc., a Delaware corporation,

By:
Name:		Maurice Freedman
Title:		Chief Executive Officer

(Signature Page –Master Acquisition Agreement, dated June 12, 2015)

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SCHEDULE 1

NOTEHOLDERS

•

Clydesdale Partners II, LLC (1,411,720 common shares)

•

Clydesdale Partners II, LLC (1,310,510 common shares)

•

Bast Holdings (15,000,000 common shares)

•

Bob Leppo (Byzantine Partners) (1,482,953 common shares)

•

David Pottruck (5,920,852 common shares)

•

Harry Gould (2,948,858 common shares)

•

Lawrence Blickman (2,966,514 common shares)

•

Mark Ludwig (Byzantine Partners) (1,483,257 common shares)

•

Sean Jeffries (5,890,411 commons shares)

•

Stephen Silver (5,749,163 common shares)

•

Stephen Silver (5,749,163 common shares)

•

Tom Nicolette (10,875,403 common shares)

•

Harvey Goldberg (2,230,259 common shares)

•

Donald Grascoff (4,026,484 common shares)

SCHEDULE 2

WARRANTHOLDERS

•

Bast Holdings (1,000,000 common shares)

•

Bob Leppo (Byzantine Partners) (150,000 common shares)

•

David Pottruck (600,000 common shares)

•

Harry Gould (300,000 common shares)

•

Lawrence Blickman (300,000 common shares)

•

Mark Ludwig (Byzantine Partners) (150,000 common shares)

•

Sean Jeffries (600,000 common shares)

•

Stephen Silver (900,000 common shares)

EXHIBIT A

SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT

EXHIBIT B

COMMON STOCK SUBSCRIPTION AGREEMENT

EXHIBIT C

PROMISSORY NOTE CONVERSION AGREEMENT

EXHIBIT D

WARRANT CONVERSION AGREEMENT

EXHIBIT E

PREFERRED STOCK CONVERSION AGREEMENT

EXHIBIT F

PATENT AND TECHNOLOGY LICENSE TERMINATION AGREEMENT

EXHIBIT G

REGISTRATION RIGHTS TERMINATION AGREEMENT

EXHIBIT H

TECHNOLOGY AND SERVICES AGREEMENT TERMINATION AGREEMENT

EXHIBIT I

INVESTMENT AGREEMENT TERMINATION AGREEMENT

EXHIBIT J

PATENT PURCHASE AGREEMENT

EXHIBIT K

ZAAH TERMINATION AGREEMENT

EXHIBIT L

SECOND AMENDED CERTIFICATE OF DESIGNATION

EXHIBIT M

SERIES B CERTIFICATE OF DESIGNATION

Exhibit 10.2

PROMISSORY NOTE CONVERSION AGREEMENT

THIS PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is entered into as of June , 2015 by and between LaserLock Technologies, Inc., a Nevada corporation (the “Company”), and [NOTEHOLDER NAME] (the “Noteholder”).

W I T N E S S E T H:

WHEREAS, the Company has executed a [Promissory Note] in favor of Noteholder in the original aggregate principal amount of $[PRINCIPAL AMOUNT], dated [ISSUE DATE], a copy of which is attached hereto as Exhibit A (the “Note”); and

WHEREAS, the current outstanding principal and interest amount due under the Note (including principal and accrued but unpaid interest) is $[CURRENT AMOUNT], which the Company and Noteholder desire to convert into shares of Common Stock, $0.001 par value of the Company (the “Common Stock”).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

Conversion to Common Stock . Notwithstanding any term or provision of the Note to the contrary, this Agreement shall be effective (the “Effective Date”) upon the satisfaction of all of the conditions set forth in Article II of that certain Master Acquisition Agreement, dated as of June [ ], 2015, attached hereto as Exhibit B (the “Master Acquisition Agreement”), and the entire amount outstanding under the Note (including principal and accrued but unpaid interest) shall be converted into shares of Common Stock, at a conversion rate of one share of Common Stock for each $0.018 of principal and accrued but unpaid interest due under the Note through the Effective Date, which, for purposes of this Agreement, the Noteholder and the Company agree shall be equal to an aggregate of [NUMBER COMMON SHARES] shares of Common Stock. Upon the Effective Date and return of the original Note as described below, the Company shall instruct its transfer agent to issue such shares of Common Stock to the Noteholder at the address on the signature page hereto.

Return of Note; Release. Upon the Effective Date, the Note shall be deemed to be cancelled, paid in full and of no further force or effect and the Noteholder shall have no rights thereunder. Upon the execution of this Agreement, the Noteholder shall return the original Note to the Company marked “CANCELLED: PAID IN FULL”, to be held by the Company until the Effective Date. As of the Effective Date, Noteholder and Company hereby forever releases, discharges, acquits and forever forgives the other party and respective its shareholders, directors, officers, employees and agents from any and all claims, suits, actions, demands, liabilities and proceedings of every nature and description, known and unknown, arising out of or pursuant to the Note.

Restricted Stock. The Common Stock to be issued hereunder has not been registered with the United States Securities and Exchange Commission or with the securities regulatory authority of any state. The Common Stock is subject to restrictions imposed by federal

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and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom.

Noteholder Representations. The Company is issuing the Common Stock to the Noteholder in reliance upon the following representations made by the Noteholder:

(a)

Noteholder is an “accredited investor” within the meanings set forth in Rule 501(a) of Regulation D under the Act (17 C.F.R. § 230.501(a)). The Common Stock is being acquired by Noteholder for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and Noteholder has no present intention of selling, granting any participation in or otherwise distributing the same.

(b)

Noteholder:

(i)

has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company;

(ii)

has received or has been provided access to all material information concerning an investment in the Company; and

(iii)

has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers of, the officers, directors and representatives of the Company to the extent necessary to evaluate the merits and risks related to an investment in the Company represented by Common Stock.

(c)

As a result of Noteholder’s study of the aforementioned information and Noteholder’s prior overall experience in financial matters, and Noteholder’s familiarity with the nature of businesses such as the Company, Noteholder is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein.

(d)

The Noteholder is the beneficial owner of the Note free and clear of any liens, security interests, encumbrances or other like items and is conveying good title to the Note back to the Company. The Note is the only Promissory Note that Noteholder holds in relation to Company and that there is no further indebtedness owed by the Company to the Noteholder.

(e)

Noteholder’s financial condition is such that Noteholder can afford to bear the economic risk of holding the Common Stock, and to suffer a complete loss of Noteholder’s investment in the Company represented by the Common Stock.

(f)

Noteholder’s principal residence is as set forth on the signature page hereto

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Miscellaneous.

(a)

This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.

(b)

This Agreement, together with the Master Acquisition Agreement, constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties. To the extent any terms of the Note are inconsistent with the provisions of this Agreement, Noteholder waives the application of such inconsistent provision and covenants and agrees that the terms of this Agreement shall control.

(c)

Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.

(d)

Each party to this Agreement hereby represents and warrants to the other party that

(i)

the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party;

(ii)

the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and

(iii)

the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

(e)

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]

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IN WITNESS WHEREOF, the parties have executed this Promissory Note Conversion Agreement as of the date set forth above.


COMPANY:		NOTEHOLDER:

LASERLOCK TECHNOLOGIES, INC.		[ ]

By:		By:

Name:	Paul Donfried	Name:

Title:	Chief Executive Officer	Title:

Address:	591 Cone Hill Road Richmond, MA 01254	Address:

Telephone:	(202) 400-3700, x120
		Telephone:
Facsimile:	(413) 698-8396
		Facsimile:
E-Mail:	pdonfried@laserlocktech.com

		E-Mail:

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EXHIBIT A

COPY OF NOTE

EXHIBIT B

MASTER ACQUISITION AGREEMENT

Exhibit 10.3

WARRANT CONVERSION AGREEMENT

THIS WARRANT CONVERSION AGREEMENT (this “Agreement”) is entered into as of June , 2015 by and between LaserLock Technologies, Inc., a Nevada corporation (the “Company”), and [WARRANTHOLDER NAME] (the “Warrantholder”), with reference to the following facts:

W I T N E S S E T H:

WHEREAS, the Company issued one or more Warrants to Warrantholder to purchase from the Company up to [NUMBER WARRANTS] ([# WARRANTS]) fully paid and nonassessable shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at an exercise price of $X.XX per share, dated [ISSUE DATE] (the “Warrant”); and

WHEREAS, the Company and Warrantholder desire to convert the outstanding and unexercised Warrants into shares of Company Common Stock on the basis of a 1:1 ratio.

Conversion to Common Stock. Notwithstanding any term or provision contained in the Warrant to the contrary, effective upon the satisfaction of all of the conditions set forth in Article II of that certain Master Acquisition Agreement, dated June [ ], 2015, attached hereto as Exhibit A (the “Effective Date”), the entire outstanding and unexercised portion of the Warrant shall be converted into shares of Common Stock, at a conversion rate of one share of Common Stock for each of the outstanding and unexercised portion of the Warrants issuable on the exercise of the Warrant, which, for purposes of this Agreement, the Warrantholder and the Company agree shall be equal to an aggregate of [NUMBER COMMON SHARES] ([# COMMON SHARES]) shares of Common Stock. Upon the Effective Date and return of the original Warrant as described below, the Company shall instruct its transfer agent to issue such shares of Common Stock to the Warrantholder at the address on the signature page hereto.

Return of Warrant; Release. Upon the Effective Date, the Warrant shall be deemed to be fully exercised, null and void and of no further force or effect and the Warrantholder shall have no rights thereunder. Upon the execution of this Agreement, the Warrantholder shall return the original Warrant to the Company marked “CANCELLED,” to be held by the Company until the Effective Date. As of the Effective Date, Warrantholder hereby forever releases, discharges, acquits and forever forgives Company and its shareholders, directors, officers, employees and agents from any and all claims, suits, actions, demands, liabilities and proceedings of every nature and description, known and unknown, arising out of or pursuant to the Warrant.

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transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom.

Warrantholder Representations. The Company is issuing the Common Stock to the Warrantholder in reliance upon the following representations made by the Warrantholder:

(a)

Warrantholder is an “accredited investor” within the meanings set forth under Rule 501(a) of Regulation D of the Act (17 § C.F.R. § 230.501(a)). The Common Stock is being acquired by Warrantholder for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and Warrantholder has no present intention of selling, granting any participation in or otherwise distributing the same

(b)

Warrantholder:

(i)

has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of the Company;

(ii)

has received or has been provided access to all material information concerning an investment in the Company; and

(iii)

(c)

As a result of Warrantholder’s study of the aforementioned information and Warrantholder’s prior overall experience in financial matters, and Warrantholder’s familiarity with the nature of businesses such as the Company, Warrantholder is properly able to evaluate the capital structure of the Company, the business of the Company, and the risks inherent therein.

(d)

The Warrantholder is the beneficial owner of the Warrant free and clear of any liens, security interests, encumbrances or other like items and is conveying good title to the Warrant back to the Company. The Warrantholder holds no other warrants or rights to acquire shares in the Company.

(e)

Warrantholder’s financial condition is such that Warrantholder can afford to bear the economic risk of holding the Common Stock, and to suffer a complete loss of Warrantholder’s investment in the Company represented by the Common Stock.

(f)

Warrantholder’s principal residence is as set forth on the signature page hereto.

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Miscellaneous.

(a)

This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.

(b)

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties. To the extent any terms of the Warrant are inconsistent with the provisions of this Agreement, Warrantholder waives the application of such inconsistent provision and covenants and agrees that the terms of this Agreement shall control.

(c)

(d)

Each party to this Agreement hereby represents and warrants to the other party that:

(i)

the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party;

(ii)

(iii)

the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.

(e)

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]

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IN WITNESS WHEREOF, the parties have executed this Warrant Conversion Agreement as of the date set forth above.


COMPANY:		WARRANTHOLDER:

LASERLOCK TECHNOLOGIES, INC.		[ ]

By:		By:

Name:	Paul Donfried	Name:

Title:	Chief Executive Officer	Title:

Address:	591 Cone Hill Road Richmond, MA 01254	Address:

Telephone:	(202) 400-3700, x120

		Telephone:
Facsimile:	(413) 698-8396
		Facsimile:
E-Mail:	pdonfried@laserlocktech.com
		E-Mail:

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EXHIBIT A

MASTER ACQUISITION AGREEMENT

Exhibit 10.4

LOGO

June 16, 2015

Dear Paul:

LaserLock Technologies, Inc. (the “Company”) is pleased to offer you (“you” and its correlatives) full-time employment as Chief Executive Officer.

You agree to devote your full-time and best efforts to the business and interests of the Company and its affiliates, and to abide by and carry out the Company’s policies and procedures from time to time in effect.

1. Compensation. You will be entitled to a base salary computed at an annual rate of $200,000 (pro rated for partial years). All payments will be made net of all applicable withholding taxes and in accordance with the Company’s then-current payroll practices (currently, two times per month). In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 42,500,000 options (the “Options”) to purchase a total of 42,500,000 shares of common stock of the Company, par value $0.01 (the “Option Shares”), vesting quarterly over 2 years, under the Company’s 2013 Comprehensive Incentive Compensation Plan Equity Incentive Plan. The Options will be evidenced by, and subject to the terms of, an Option Agreement, a form of which is attached hereto as Exhibit A. In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 25,500,000 restricted stock units (the “RSUs”) related to the Company’s common stock, $0.01 par value per share (the “RSU Shares”), vesting over a two year period with one-half vesting on the one-year anniversary of commencing employment and one-eigth vesting ratably on a quarterly basis thereafter, under the Company’s 2013 Comprehensive Incentive Compensation Plan. The RSUs will be evidenced by, and subject to the terms of, a Restricted Stock Unit Agreement, a form of which is attached hereto as Exhibit B. In addition, on an annual basis, or such other period to be determined by the Company, you shall be entitled to be considered for a bonus. The size of such periodic bonus and the criterion for receipt of such periodic bonus shall be determined by the Company. The Options and RSUs are subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof. Furthermore, should the company affect a reverse stock split prior to the employee’s start date, the amount of Options and RSUs provided for in this offer letter should be adjusted to account for the reverse stock split.

2. Employee Benefits. As a full-time employee, you will be eligible to participate in all benefit programs that are generally available to the Company’s employees, including Company-subsidized medical, dental, and vision insurance coverage and, at your election, life insurance and/or long-term disability coverage. Additionally, you will be eligible to take up to four (4) weeks of paid time off per year.

June 16, 2015

Page 2 of 3

3. Policies and Procedures. As an employee of the Company, you will be required to comply with all applicable state and federal regulations, and internal compliance policies and procedures in effect from time to time.

4. Representations and Warranties. You represent and warrant to the Company that (i) your agreement to the terms of this letter agreement and the performance of your duties and obligations contemplated hereunder will not violate or conflict with the provisions of any other agreement, understanding or order to which you are a party or by which you are bound; (ii) you have never been suspended, censured, or otherwise subjected to any disciplinary action or other proceeding, and you have not been notified that you are the subject of any investigation that could result in any such suspension, censor, or other disciplinary action, by any federal, state, or foreign governmental entity, by the attorney disciplinary authorities of any state, or by any securities or commodity exchange or self-regulatory organization; and (iii) you know of nothing that could result in any determination by the finder of fact in any action or matter (whether civil, criminal, regulatory or otherwise) relating to the circumstances of your employment with any previous employer(s) that would either: (A) adversely affect your ability to fully perform your duties as an employee of the Company in the capacities described herein, or (B) would by their nature cause material harm to your reputation and good standing within the Company’s industry, or to the reputation of the Company or its affiliates. Any exceptions to the foregoing must be described in factual detail and attached to this letter agreement.

5. Confidentiality, Non-Disclosure, and Non-Interference Agreement. As a condition of your employment with the Company, you will be required to sign the attached Non-Disclosure and Non-Solicitation Agreement (“NDA”), which is hereby incorporated herein by reference.

6. Employment at Will. You hereby acknowledge and agree that your employment with the Company is at will. This means that although we hope your employment relationship with us will be long-term, either you or the Company may terminate this relationship with or without cause at any time and without any prior notice, in which case your obligations under the NDA will continue in full force and effect as specified therein. Neither this letter nor any other communication should be construed as a contract of employment for a particular period of time. The nature of your employment relationship may not be changed, except by written agreement.

7. Entire Agreement. This agreement and the NDA constitute your entire agreement with respect to matters set forth herein and therein, and supersede any prior agreement(s) with respect thereto. Any changes or waiver of any of the terms of this agreement must be in writing signed by both you and the Company. The failure of the Company at any time to require performance of any of your obligations under this agreement shall in no manner affect its right to enforce the same at a later date. No waiver by the Company of any condition, or of any breach, of this agreement shall be deemed to be or construed as a further or continuing waiver of any such condition or breach.

* * *

LOGO

[Signature Page to Letter Agreement]

Please confirm your agreement to the foregoing by signing and returning one copy of this agreement to the Company.

If you have any questions, please feel free to contact us. We look forward to working with you.


Sincerely,

LASERLOCK TECHNOLOGIES, INC.

By:
		Claudio Ballard
		Director

By:
		Jonathan Weinberger
		Director

Accepted and agreed as of the date

first written above:

PAUL DONFRIED

Exhibit 10.5

LOGO

June 16, 2015

Dear Sandy:

LaserLock Technologies, Inc. (the “Company”) is pleased to offer you (“you” and its correlatives) full-time employment as Chief Technology Officer.

1. Compensation. You will be entitled to a base salary computed at an annual rate of $150,000 (pro rated for partial years). All payments will be made net of all applicable withholding taxes and in accordance with the Company’s then-current payroll practices (currently, two times per month). In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 31,875,000 options (the “Options”) to purchase a total of 31,875,000 shares of common stock of the Company, par value $0.01 (the “Option Shares”), vesting quarterly over three years, under the Company’s 2013 Comprehensive Incentive Compensation Plan Equity Incentive Plan. The Options will be evidenced by, and subject to the terms of, an Option Agreement, a form of which is attached hereto as Exhibit A. In addition, subject to approval by the Company’s Board of Directors, you will be awarded, on a one-time basis, 19,125,000 restricted stock units (the “RSUs”) related to the Company’s common stock, $0.01 par value per share (the “RSU Shares”), vesting over a three year period with one-third vesting on the one-year anniversary of commencing employment and one-twelfth vesting ratably on a quarterly basis thereafter, under the Company’s 2013 Comprehensive Incentive Compensation Plan. The RSUs will be evidenced by, and subject to the terms of, a Restricted Stock Unit Agreement, a form of which is attached hereto as Exhibit B. In addition, on an annual basis, or such other period to be determined by the Company, you shall be entitled to be considered for a bonus. The size of such periodic bonus and the criterion for receipt of such periodic bonus shall be determined by the Company. The Options and RSUs are subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof. Furthermore, should the company affect a reverse stock split prior to the employee’s start date, the amount of Options and RSUs provided for in this offer letter should be adjusted to account for the reverse stock split.


LASERLOCK TECHNOLOGIES, INC.		Telephone: (202) 400-3700
3112 M Street NW		Facsimile: (202) 400-3701
Washington, DC 20007

June 16, 2015

Page 2 of 3

* * *

LOGO

[Signature Page to Letter Agreement]

Please confirm your agreement to the foregoing by signing and returning one copy of this agreement to the Company.

If you have any questions, please feel free to contact us. We look forward to working with you.


Sincerely,

LASERLOCK TECHNOLOGIES, INC.

By:
		Paul A. Donfried
		Chief Executive Officer

Accepted and agreed as of the date

first written above:

SANDY FLIDERMAN

Exhibit 10.6

INDEPENDENT DIRECTOR’S AGREEMENT

This INDEPENDENT DIRECTOR’S AGREEMENT (the “Agreement”) is made as of June 12, 2015 by and between LaserLock Technologies, Inc., a Nevada corporation (hereinafter referred to as the “Company”), and Jonathan Weinberger (the “Director”).

BACKGROUND

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) desires to appoint the Director to perform the duties of an “independent” director (within the meaning of the rules of the U.S. Securities and Exchange Commission (the “SEC”)) and, potentially in the future, on committees of the Board of Directors, and the Director desires to be so appointed for such position(s) and to perform the duties required of such position(s) in accordance with the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES. The Company requires that the Director be available to perform the duties customarily related to an independent director as may be determined and assigned by the Board of Directors and as may be required by the Company’s constituent instruments, including its certificate of incorporation, by-laws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including, without limitation, the Nevada Revised Statutes (the “NRS”) and the rules and regulations of the SEC, any exchange or quotation system on which the Company’s securities may be traded from time to time and all other applicable legal or regulatory requirements. Initially, the Company and the Director have agreed that the Director will serve as (i) Chair of the Board of Directors, and (ii) Chair of the Nominating and Corporate Governance Committee. The Director agrees to devote as much time as is necessary to perform completely the duties as an independent director in accordance with such Company requirements, including duties as a member of committees of the Board of Directors as the same may be established from time to time. The Director will attend all meetings of Board of Directors and its committees as the Director may be appointed to, in person or by teleconference. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the NRS.

2. TERM. The appointment is subject to the Board of Directors determining, both initially and from time to time, that the Director meets the definition of “independent” under the applicable rules of the SEC and the market on which the Company’s shares are traded or listed for quotation. The term of this Agreement shall commence as of the date hereof and shall continue until December 31, 2015 or his earlier death, incapacity, removal or resignation; provided, however, that this Agreement shall automatically continue for successive one (1) year terms beginning each December 31 unless terminated in accordance with the terms hereof. The Board of Directors or a designated committee thereof shall have the discretion to nominate or decline to nominate the Director for election at each annual or applicable special meeting of the Company’s stockholders, and the failure to nominate the Director as, if and when such nominations are made shall be deemed a termination of this Agreement for purposes of Section 8 hereof.

3. COMPENSATION. Subject to the approvals by the Compensation Committee or the Board of Directors, for all duties and services to be performed by the Director hereunder, the Director may be entitled to earn cash fees under guidelines and rules established by the Company from time to time for compensating non-employee directors for serving on, and attending meetings of, committees of its Board of Directors and the boards of directors of its subsidiaries. In addition to the cash fees described above, the Company may grant the Director options to purchase or restricted shares of the Company’s common stock (collectively, the “Shares”) under the Company’s director compensation plans adopted from time to time. No registration rights are hereby granted with respect to the Shares.

Initial compensation for the Lead Outside Director will consist of:


1)		8,500,000 Stock Options per year of Service, vesting over 2 years according to the following schedule:
	a.	2,833,333 Stock Options upon acceptance
	b.	2,833,333 Stock Options after 12 months
	c.	2,833,334 Stock Options after 24 months

2)		6,375,000 Stock Options as a one-time grant for extraordinary service to the company, vesting over 2 years according to the following schedule:
	a.	2,125,000 Stock Options upon acceptance
	b.	2,125,000 Stock Options after 12 months
	c.	2,125,000 Stock Options after 24 months

4. MARKET STAND-OFF AGREEMENT. In the event of a public or private offering of the Company’s securities and upon request of the Company, the underwriters or placement agents placing the offering of the Company’s securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Shares other than those included in the registration, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration as may be requested by the Company or such placement agent or underwriter.

5. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company including attending meetings of the Board of Director and its committees as the Director may be appointed to. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

6. OTHER AGREEMENTS.

(a) CONFIDENTIAL INFORMATION AND INSIDER TRADING. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret all Confidential Information received by him at any time and that, without the prior written consent of the Company, he will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement, “Confidential Information” means any information not generally known to the public or recognized as confidential according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing and distribution plans and information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company (and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of which Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon termination of his association with the Company, Director shall return to the Company all documents and papers relating to the Company, including any Confidential Information, together with any copies thereof, or certify that he has destroyed all such documents and papers. Furthermore, Director recognizes that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes. Director agrees that Director owes the Company and such third parties, both during the term of Directors association with the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized to act otherwise by an officer of the Company. In addition, Director acknowledges and agrees that Director may have access to “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information. Further, Director agrees to sign an acknowledgement certifying that Director has reviewed the Company’s Insider Trading Manual, which is attached hereto as Exhibit A, and understands the policies and procedures contained therein and agrees to be bound by them.

(b) DISPARAGING STATEMENTS. At all times during and after the period in which Director is a director of the Board of Directors and at all times thereafter, Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging statements about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents, or any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the

Director from complying with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed applicable to any testimony given by Director in any legal or administrative proceedings.

The Company has issued a policy requiring its employees to avoid using statements that reasonably could be viewed as disparaging the Company’s directors, officers, employees, customers, members, associates or suppliers. Examples of such conduct might include offensive online posts meant to intentionally harm someone’s reputation.

(c) ENFORCEMENT. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation of this Section 6 without posting any bond therefore or demonstrating actual damages, and Director will not claim as a defense thereto that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in this Section 6 shall for any reason be held by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with the applicable law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible with their respective rights. Director acknowledges that injunctive relief may be granted immediately upon the commencement of any such action without notice to Director and in addition Company may recover monetary damages.

(d) SEPARATE AGREEMENT. The parties hereto further agree that the provisions of Section 6 are separate from and independent of the remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by Director against the Company. The terms of this Section 6 shall survive termination of this Agreement.

7. NOTICE OF MATERIAL CHANGE IN FINANCIAL CONDITION OF THE COMPANY. The Company shall endeavor to notify the Director in writing, at the earliest practicable time, of (i) any material adverse change in the financial condition of the Company and (ii) any changes to the Company’s officers, C-level executives, general counsel (if any), or controller.

8. TERMINATION. With or without cause, Director may terminate this Agreement and Director’s director position with the Company at any time upon ten (10) days written notice to the Company. In such event, the Company shall be obligated to pay to the Director the compensation and expenses incurred in accordance with this Agreement due up to the date of the termination.

Prior to the expiration of the term of this Agreement, the Company may terminate this Agreement and Director’s director position with the Company for Cause by giving written notice to Director setting forth the date of termination. As used herein, the term “Cause” shall be limited to the following grounds:

i.	a failure of Director to materially perform assigned duties and responsibilities set forth herein, after notice from the Company and failure to cure within ten (10) business days after delivery of such notice;

ii.	any gross negligence, malfeasance, willful misconduct, theft, fraud, embezzlement on the part of Director or other criminal financial malfeasance by Director against the Company;

iii.	Director’s arrest or indictment for the commission of a felony or crime of moral turpitude under the laws of the United States or any state thereof;

iv.	the commencement by any federal, state, or local agency or authority of an investigation of Director if the Company determines it to be injurious to the financial condition or business reputation of the Company;

v.	Director’s material breach of this Agreement or any of the Company’s written rules, policies and/or procedures, after notice from the Company and failure to cure within ten (10) business days after delivery of such notice;

vi.	Director’s disability, ninety (90) days after Director becomes disabled;

vii.	any other act or omission by Director that is injurious to the financial condition or business reputation of the Company; or

viii.

any intentional misconduct by Director, whether or not in the course of services as a member of the Board of Directors of the Company, which has a material adverse effect on the financial condition or reputation of the Company.

Nothing contained herein or omitted herefrom shall prevent the stockholders of the Company from removing Director with immediate effect at any time for any reason or voting for or against the nomination of Director to serve as such at any annual or special meeting of the Company’s stockholders.

9. INDEMNIFICATION; INSURANCE. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Delaware, and as provided by, or granted pursuant to the Company’s Certificate of Incorporation (as amended and/or restated from time to time) (the “COI”), By-laws (as amended and/or restated from time to time) (the “By-Laws”), or any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity relating to the Company’s business while holding such office except for matters arising out of the Director’s gross negligence or willful misconduct. Such indemnification shall cover payment for or reimbursement of expenses (including legal fees and expenses) to the fullest extent provided for in the COI and the By-Laws. The Company’s compliance with the following insurance provision shall not relieve the Company from liability under this indemnity provision.

The Company shall have and maintain at its sole cost and expense throughout the term of this Agreement and for six (6) years thereafter, directors’ and officers’ insurance from a recognized insurance company with coverage in an amount no less than $[ • ]. The stipulated limits of coverage shall not be construed as a limitation of any potential liability of the Company, and failure to request evidence of this insurance by Director shall in no way be construed as a waiver of the Company’s obligation to provide the insurance coverage specified. The insurance policy shall provide that it may not be canceled or amended in a manner which restricts the existing coverage without at least thirty (30) days prior written notice to Director. Within thirty (30) days after this

Agreement is fully executed, (and thereafter at least thirty (30) days prior to the expiration of insurance coverage), the Company shall furnish to Director a Certificate of Insurance evidencing the foregoing coverage and specifically listing Director as a member of the Board of Directors of the Company.

10. AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Director or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any breach with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent breach or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

11. NOTICE. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


If to the Company:

Attention:		Chief Executive Officer
Address:		8^th Floor
		12 Twenty First Street
		New York, NY 10010
Facsimile:		+1 (646) 532-6775

If to the Director:

Attention:		Jonathan Weinberger
Address:		As listed in Exhibit “B”

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

purposes of resolving the dispute. If the parties’ representatives are unable to resolve the dispute within 14 business days, the dispute shall be settled by mediation and then, if necessary, by arbitration under the then-current commercial arbitration rules of the American Arbitration Association. The location of the proceeding shall be in New York, NY. The award in any such arbitration shall be final, binding, conclusive and not appealable. Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

13. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

14. SEVERABILITY. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

15. HEADINGS; CONSTRUCTION. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

16. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

17. WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement such federal, state, local and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.

18. ENTIRE AGREEMENT. Subject to the provisions of the NRS and the Company’s certificates of incorporation and bylaws, this Agreement and the exhibit hereto sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

19. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. Execution and delivery of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes.

[Signature Page Follows]

[Remainder of page intentionally left blank.]

[Signature Page to Independent Director’s Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


LASERLOCK TECHNOLOGIES, INC.

By:
		Paul Donfried
		Chief Executive Officer

DIRECTOR

Jonathan Weinberger

DIRECTOR

Claudio Ballard

EXHIBIT A

[Insider Trading Manual]

EXHIBIT B: DIRECTOR’S HOME ADDRESS

Exhibit 10.7

INDEPENDENT DIRECTOR’S AGREEMENT

BACKGROUND

AGREEMENT

Initial compensation for the Director will consist of:

1) 6,375,000 Stock Options per year of Service, vesting over 2 years according to the following schedule:

a. 2,125,000 Stock Options upon acceptance

b. 2,125,000 Stock Options after 12 months

c. 2,125,000 Stock Options after 24 months

6. OTHER AGREEMENTS.

agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret all Confidential Information received by him at any time and that, without the prior written consent of the Company, he will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement, “Confidential Information” means any information not generally known to the public or recognized as confidential according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing and distribution plans and information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company (and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of which Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon termination of his association with the Company, Director shall return to the Company all documents and papers relating to the Company, including any Confidential Information, together with any copies thereof, or certify that he has destroyed all such documents and papers. Furthermore, Director recognizes that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes. Director agrees that Director owes the Company and such third parties, both during the term of Directors association with the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized to act otherwise by an officer of the Company. In addition, Director acknowledges and agrees that Director may have access to “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information. Further, Director agrees to sign an acknowledgement certifying that Director has reviewed the Company’s Insider Trading Manual, which is attached hereto as Exhibit A, and understands the policies and procedures contained therein and agrees to be bound by them.


i.		a failure of Director to materially perform assigned duties and responsibilities set forth herein, after notice from the Company and failure to cure within ten (10) business days after delivery of such notice;

ii.		any gross negligence, malfeasance, willful misconduct, theft, fraud, embezzlement on the part of Director or other criminal financial malfeasance by Director against the Company;


iii.		Director’s arrest or indictment for the commission of a felony or crime of moral turpitude under the laws of the United States or any state thereof;

iv.		the commencement by any federal, state, or local agency or authority of an investigation of Director if the Company determines it to be injurious to the financial condition or business reputation of the Company;

v.		Director’s material breach of this Agreement or any of the Company’s written rules, policies and/or procedures, after notice from the Company and failure to cure within ten (10) business days after delivery of such notice;

vi.		Director’s disability, ninety (90) days after Director becomes disabled;

vii.		any other act or omission by Director that is injurious to the financial condition or business reputation of the Company; or

viii.		any intentional misconduct by Director, whether or not in the course of services as a member of the Board of Directors of the Company, which has a material adverse effect on the financial condition or reputation of the Company.


If to the Company:

Attention:		Chief Executive Officer
Address:		8^th Floor
		12 Twenty First Street
		New York, NY 10010
Facsimile:		+1 (646) 532-6775

If to the Director:

Attention:		Claudio Ballard
Address:		As listed in Exhibit “B”

12. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by the laws of Nevada without reference to its conflicts of laws principles. Should a dispute arise between the parties under or relating to this Agreement, each party agrees that prior to initiating any formal proceeding against the other (except when injunctive relief is appropriate), the parties will each designate a representative for purposes of resolving the dispute. If the parties’ representatives are unable to resolve the dispute within 14 business days, the dispute shall be settled by mediation and then, if necessary, by arbitration under the then-current commercial arbitration rules of the American Arbitration Association. The location of the proceeding shall be in New York, NY. The award in any such arbitration shall be final, binding, conclusive and not appealable. Judgment upon any award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

[Signature Page Follows]

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[Signature Page to Independent Director’s Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.


LASERLOCK TECHNOLOGIES, INC.

By:
		Paul Donfried
		Chief Executive Officer

DIRECTOR

Claudio Ballard

DIRECTOR

Jonathan Weinberger

EXHIBIT A

[Insider Trading Manual]

EXHIBIT B: DIRECTOR’S HOME ADDRESS

Exhibit 99.1

LASERLOCK TECHNOLOGIES COMPLETES RESTRUCTURING

New Senior Management Team Joins Company

Fundamental Biometric, Identity and Authentication Technology Acquired

Debt Retired, $1,500,000 Raised in Equity Private Placement

NEW YORK – June 17, 2015 – LaserLock Technologies, Inc. (OTCBB: LLTI), a pioneer in protecting companies, industries, governments and individuals from the rising threat of identity theft, counterfeiting and fraud, announced today that it has completed a recapitalization in which the company finalized the appointment of a new senior management team, acquired fundamental technology, completed a capital raise, retired outstanding debt, and announced it is in the process of changing the company’s name to VerifyMe and ticker symbol to VRFY.

NEW SENIOR MANAGEMENT TEAM JOINS COMPANY

On May 5, 2015, Paul Donfried was named Chief Executive Officer of the company.

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Mr. Donfried is a biometrics and authentication expert. Prior to joining Laserlock, he served as Chief Technology Officer of Identity and Access Management for Verizon where he was responsible for the strategy, engineering and marketing of Verizon’s portfolio of enterprise identity services. Prior to Verizon, Paul served as a Vice President of Identity and Access Management Solutions at Science Applications International Corp. (SAIC) after holding various roles at Apple Inc., General Electric Company and The Bank of Montreal.

On June 12, 2015, Sandy Fliderman joined the company as Chief Technology Officer and Jennica Hawkins joined the company as Vice President of Sales.

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Mr. Fliderman has over twenty years of experience in technology, having started his career in banking technology at J.P. Morgan. Most recently, Mr. Fliderman served as the Chief Information Officer at VEEDIMS, an Internet of Things platform provider. Prior to that Mr. Fliderman was the co-founder and CTO of Zaah.com where he created VerifyMe’s patented technology.

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Ms. Hawkins brings sales and communication experience, most recently having developed a channel strategy and established the initial partners for LaserLock in the Northeast region of the United States. Ms. Hawkins is a successful entrepreneur, with a strong background in relationship management, marketing and business development. She has taught Business Communications and Leadership through the Harvard Extension School.

“We are pleased to announce the restructuring. Our digital and physical authentication solutions are simple to implement, have never been compromised and provide clients with both low cost and flexibility,” says Paul Donfried, Chief Executive Officer. “Our new management team is focused on creating shareholder value through fulfillment of existing revenue generating customers and aggressively closing deals with our formidable pipeline.”

FUNDAMENTAL BIOMETRIC, IDENTITY AND AUTHENTICATION TECHNOLOGY ACQUIRED

LaserLock has reached an agreement to acquire the patent portfolio and underlying technology behind its flagship cyber authentication product, VerifyMe. Prior to closing the acquisition, VerifyMe had licensed the technology to LaserLock. The portfolio includes patents for authentication mechanisms including biometrics, live-ness detection, duress detection, privacy protection and risk scoring processes.

“As the world moves beyond password and 2-factor authentication, our digital platform delivers military grade authentication (NIST),” said Sandy Fliderman, Chief Technology Officer. “It offers the most secure alternative for authenticating human beings.”

RECAPITALIZATION; EQUITY PRIVATE PLACEMENT

Prior to completing the recapitalization, LaserLock had substantial debt, accounts payable and license payment obligations. The company has reached agreements with certain holders of its previously outstanding notes, as well as the licensor of the cyber authentication technology, in which the outstanding debts and license payments were converted into shares of common stock.

The company emerges from this transaction with virtually no debt and owning the VerifyMe technology outright, with no future royalty or license payments owed.

Simultaneously with the recapitalization, LaserLock raised $1,500,000 in a series of private placement transactions in exchange for shares of common stock. Warrants to purchase shares of common stock were not issued as a part of this transaction.

REVERSE SPLIT AND NAME CHANGE

Prior to the recapitalization, the Board of Directors and the holders of approximately 52% of the company’s total voting capital stock approved an 85-for-1 reverse stock split of the company’s issued and outstanding capital stock, and an amendment to the company’s organizational documents to change the company’s corporate name to “VerifyMe, Inc.”

When the reverse stock split becomes effective, every eighty-five (85) shares of common stock outstanding will automatically combine into one (1) new share of common stock with no change in par value per share. This will reduce the total outstanding shares of common and preferred stock to approximately 7.11 million.

The reverse stock split intends to consolidate and simplify the company’s capital structure, increase its per share market price, making the company’s stock available to a broader group of investors and enabling the company to seek listing of its common stock on a senior exchange in the future.

The name change is part of a re-branding initiative to better align the company’s name with its future strategy and near-term product roadmap.

The company anticipates the reverse stock split and name change will be effective on or about July 15, 2015. The company has reserved the ticker symbol “VRFY” with the OTC Bulletin Board and expects to start trading under the new symbol in July.

Until such time, the company’s common stock will continue to trade on the OTCBB under the symbol “LLTI.”

About the Company

LaserLock is a high tech solutions company in the field of authenticating products and people. The company authenticates products, documents and currency with a suite of proprietary security inks and authenticates people by performing strong, multi factor validation via a patented digital platform called VerifyMe. To learn more, visit www.laserlocktech.com or www.verifyme.com.

Forward-Looking Statements

This press release includes “forward-looking statements”, which may be identified by words such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, our limited revenues generated to date, our ability to attract and retain qualified personnel, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other factors set forth described in our filings with the Securities and Exchange Commission (“SEC”), including our annual report on Form 10-K filed with the SEC on April 16, 2015. LaserLock Technologies expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Investors and Media:

Paul Donfried

Chief Executive Officer

pdonfried@laserlocktech.com

202-400-3700 x120

INVESTOR RELATIONS

LaserLock Technologies

IR@laserlocktech.com