Current Report Filing (8-k)

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): December 4, 2015

POSITIVEID CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-33297	06-1637809
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1690 South Congress Avenue, Suite 201

Delray Beach, Florida 33445

(Address of principal executive offices) (zip code)

(561) 805-8000

(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 (see General Instruction A.2. below):

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

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

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

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

Cautionary Note on Forward-Looking Statements

This Current Report on Form 8-K (this “Report”) and any related statements of representatives and partners of the Company contain, or may contain, among other things, certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 1.01 Entry into a Material Definitive Agreement.

On October 21, 2015, PositiveID Corporation, a Delaware corporation (“PositiveID” or “Company”), entered into an agreement to acquire all of the outstanding capital stock of Thermomedics, Inc., a Nevada corporation (“Thermomedics”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) by and between PositiveID and Sanomedics Inc., a Delaware corporation (“Seller”), the shareholder of Thermomedics (collectively the “Acquisition”). On December 4, 2015, PositiveID entered into a First Amendment to the Stock Purchase Agreement (the “Amendment”).

PositiveID, the Seller and Thermomedics also entered into a Management Services and Control Agreement, dated December 4, 2015 (the “Control Agreement”), whereby PositiveID was appointed at the manager of Thermomedics.

First Amendment to SPA

Per the terms of the Amendment, as consideration at the time of closing of the Acquisition, PositiveID will pay the Seller Three Hundred Seventy Five Thousand Dollars ($375,000) (the “Aggregate Purchase Price”) in the form of Two Hundred Fifty Thousand Dollars ($250,000) in cash less PositiveID’s professional services expenses of Twenty Five Thousand Dollars ($25,000) (the “Cash Purchase Price”) and One Hundred Twenty Five Thousand Dollars ($125,000) in the form of 125 shares (the “Stock Purchase Price”) of Series J Convertible Preferred Stock (the “Preferred Stock”) of PositiveID, subject to adjustment of $50,000 for the Seller’s working capital deficit. In connection with the execution of the Amendment, the Control Agreement, the Thermomedics Security Agreement and Sanomedics Security Agreement (each as defined and described below), PositiveID advanced to the Seller a net payment of One Hundred And Seventy Five Thousand Dollars ($175,000) (the “Cash Purchase Price Payment”). The closing of the transaction contemplated by the Purchase Agreement, as amended, is expected to occur in the first or second quarter of 2016 pending the satisfaction by Seller of certain closing conditions.

Except as otherwise modified by the Amendment, the terms of the Purchase Agreement remain in effect and unchanged.

Control Agreement

Under the terms of the Control Agreement, as the manager, PositiveID will have the sole responsibility for all strategic, operational and financial decisions, will be fully responsible for the financial obligations of Thermomedics, and will be empowered to commit Thermomedics with full authority of Thermomedics’ officers and the Thermomedics Board. PositiveID will also benefit from any and all revenue generated by Thermomedics. As of the execution of the Amendment and the Control Agreement, the sole Thermomedics board members and officers are William J. Caragol, the Company’s Chairman and CEO and Allison F. Tomek, the Company’s Senior Vice President.

Further, under the Control Agreement, PositiveID agreed to advance (i) cash to Thermomedics or directly pay Thermomedics’ expenses on an as needed basis as determined by PositiveID in its role as manager and (ii) the Cash Purchase Price Payment (the “Advances”). All Advances accrue interest at a simple interest rate of 5% unless an “event of default” (as defined below) has occurred in which cash the interest rate is 18%, compounded daily.

Positive ID is not entitled to any compensation under the Control Agreement. However, in an event of default Seller and Thermomedics must pay PositiveID the amount of any cash Advances made, plus interest and a termination fee of $250,000. For purposes of the Control Agreement, an “event of default” means the failure of the transactions contemplated by the Purchase Agreement to close by February 15, 2016. In the event that such transactions close within 20 days of such date, an event of default will be deemed not to occur. Further, an event of default will not be considered to have occurred if the Seller has taken all necessary steps under the Purchase Agreement to close and PositiveID elects not to close such transactions.

Security Agreements with Seller and Thermomedics

Under the terms of the Control Agreement and in connection with the Advances made by PositiveID to the Seller and Thermomedics: (1) Thermomedics and PositiveID entered into a Security Agreement pursuant to which Thermomedics granted PositiveID a first priority security interest in all of the assets of Thermomedics (the “Thermomedics Security Agreement”) and (2) the Seller and PositiveID entered into a Security Agreement pursuant to which the Seller agreed to grant a first priority security interest in all of the shares of Thermomedics that the Seller owns and that represent full ownership of Thermomedics (the “Sanomedics Security Agreement”).

The foregoing description of the terms of the Amendment, the Control Agreement, the Thermomedics Security Agreement, and the Sanomedics Security Agreement do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements forms of which are filed as exhibits 10.2, 10.3, 10.4, and 10.5 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The shares to be issued by PositiveID to Sanomedics under the Purchase Agreement, as amended by the Amendment will be issued in a private placement in reliance upon the exemption from the registration requirements under Section 4(2) of the Securities Act, as amended, and the rules promulgated by the Securities and Exchange Commission thereunder. The information disclosed under Item 1.01 is incorporated into this Item 3.02 in its entirety.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2015, PositiveID, in accordance with Section 151(g) of the Delaware General Corporation Law, filed a Certificate of Designations of Preferences, Rights and Limitations of Series J Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of Delaware.

A copy of the Certificate of Designations is attached as Exhibit 4.1 to this Current Report on Form 8-K. The description of certain terms of the Certificate of Designations set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Certificate of Designations. The information disclosed under Item 1.01 is incorporated into this Item 5.03 in its entirety.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
4.1		Certificate of Designations of Preferences, Rights and Limitations of Series J Convertible Preferred Stock
10.1		Stock Purchase Agreement, dated October 21, 2015, by and between PositiveID Corporation and Sanomedics Inc., filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2015
10.2		First Amendment to Stock Purchase Agreement, dated December 4, 2015, by and between PositiveID Corporation and Sanomedics Inc.
10.3		Management Services and Control Agreement, dated December 4, 2015, by and between PositiveID Corporation and Sanomedics Inc.
10.4		Security Agreement, dated December 4, 2015, by and between PositiveID Corporation and Thermomedics Inc.
10.5		Security Agreement, dated December 4, 2015, by and between PositiveID Corporation and Sanomedics Inc.

SIGNATURES

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

	POSITIVEID CORPORATION


Date: December 7, 2015	By: /s/ William J. Caragol
	Name: William J. Caragol
	Title: Chief Executive Officer

Exhibit 4.1

POSITIVEID CORPORATION

CERTIFICATE OF DESIGNATIONS OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES J CONVERTIBLE PREFERRED STOCK

The undersigned, William J. Caragol and Allison F. Tomek, hereby certify that:

1. They are the Chief Executive Officer and Secretary, respectively, of PositiveID Corporation, a Delaware corporation (the “Corporation”).

2. The Corporation is authorized to issue 5,000,000 shares of preferred stock. There are currently 2,500 shares of preferred stock designated and all of these designated shares are shares of Series I Convertible Preferred Stock. Currently there are 1,625 shares of Series I Convertible Preferred Stock issued and outstanding.

3. The following resolutions were duly adopted by the Board of Directors:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of 5,000,000 shares of $0.01 par value preferred stock (the “Preferred Stock”), issuable from time to time in one or more series;

WHEREAS, the Board of Directors of the Corporation is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of Preferred Stock and the number of shares constituting any series and the designation thereof, of any of them;

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid in accordance with Section 151 of the General Corporation Law of the State of Delaware, and as set forth in this Certificate of Designations of Preferences, Rights and Limitations of Series J Convertible Preferred Stock, to designate the rights, preferences, restrictions and other matters relating to the Series J Convertible Preferred Stock, which will consist of 2,500 shares of Series J Convertible Preferred Stock, par value $0.01 per share, which the Corporation has the authority to issue, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of Preferred Stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of Preferred Stock as follows:

I. Terms of Preferred Stock.

A. Designation and Amount. The series of Preferred Stock will be designated as the Corporation’s Series J Convertible Preferred Stock (the “Series J Preferred Stock”) and the number of shares so designated will be 1,700, with an initial liquidation, or stated, value of $1,000 per share (“Stated Value”) which will not be subject to increase without the consent of the holders (each a “Holder” and collectively, the “Holders”) of a majority of the outstanding shares of Series J Preferred Stock.

B. Ranking and Voting.

1. Ranking. The Series J Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior with respect to dividends and right of liquidation with the Corporation’s Common Stock (“Common Stock”), (b) pari passu with respect to dividends and right of liquidation with the Corporation’s Series I Convertible Preferred Stock; and (c) junior with respect to dividends and right of liquidation to all existing and future indebtedness of the Corporation. Without the prior written consent of Holders holding a majority of the outstanding shares of Series J Preferred Stock, the Company may not issue any Preferred Stock that is senior to the Series J Preferred Stock in right of dividends and liquidation.

2. Voting. Series J Preferred Stock shall be non-voting on any matters requiring shareholder vote.

C. Dividends. Series J Preferred Stock will be not be entitled to dividends.

D. Protective Provision. So long as any shares of Series J Preferred Stock are outstanding, the Corporation will not, without the affirmative approval of the Holders of a majority of the shares of Series J Preferred Stock then outstanding (voting as a class), (i) alter or change adversely the powers, preferences or rights given to the Series J Preferred Stock or alter or amend this Certificate of Designations, (ii) authorize or create any class of stock ranking as to distribution of dividends senior to the Series J Preferred Stock, (iii) amend its articles of incorporation or other charter documents in breach of any of the provisions hereof, (iv) increase the authorized number of shares of Series J Preferred Stock, (v) liquidate, dissolve or wind-up the business and affairs of the Corporation, or effect any Deemed Liquidation Event (as defined below), or (vi) enter into any agreement with respect to any of the foregoing.

1. A “Deemed Liquidation Event” will mean: (a) a merger or consolidation in which the Corporation is a constituent party or a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of the surviving or resulting corporation or, if the surviving or resulting corporation is a wholly-owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

2. The Corporation will not have the power to effect a Deemed Liquidation Event referred to in Section I.D.1 unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the stockholders of the Corporation will be allocated among the holders of capital stock of the Corporation in accordance with Section I.E.

E. Liquidation.

1. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of debts and other liabilities of the Corporation, and after payment or provision for any liquidation preference payable to the holders of any Preferred Stock ranking senior upon liquidation to the Series J Preferred Stock, but prior to any distribution or payment made to the holders of Common Stock or the holders of any Preferred Stock ranking junior upon liquidation to the Series J Preferred Stock by reason of their ownership thereof, the Holders of Series J Preferred Stock will be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount with respect to each share of Series J Preferred Stock equal to the Stated Value thereof.

2. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation will be insufficient to make payment in full to all Holders, then such assets will be distributed among the Holders at the time outstanding, ratably in proportion to the full amounts to which they would otherwise be respectively entitled.

F. Redemption.

1. Corporation’s Redemption Option. At any time after the date of the issuance of shares of Series J Preferred Stock (each respectively an “Issuance Date”), the Corporation will have the right, at the Corporation’s option, to redeem all or any portion of the shares of Series J Preferred Stock at a price per share equal to 100% of the Stated Value of the shares being redeemed.

2. Mechanics of Redemption. If the Corporation elects to redeem any of the Holders’ Series J Preferred Stock then outstanding, it will deliver written notice thereof via email or overnight courier (“Notice of Redemption at Option of Corporation”) to each Holder whose shares are to be redeemed, which Notice of Redemption at Option of Corporation will indicate (a) the number of shares of Series J Preferred Stock that the Corporation is electing to redeem, (b) the date upon which the applicable redemption price will be paid, and (c) the amount of the applicable redemption price.

3. Payment of Redemption Price. Upon receipt by any Holder of a Notice of Redemption at Option of Corporation, such Holder will promptly submit to the Corporation such Holder’s Series J Preferred Stock certificates. Upon receipt of such Holder’s Series J Preferred Stock certificates, the Corporation will pay the applicable redemption price to such Holder in cash.

G. Conversion.

1. Mechanics of Conversion.

a. To convert the shares of the Series J Preferred Stock into shares of Common Stock on any date following the six month anniversary of the Issuance Date (the “Conversion Date”), the Holder shall (A) transmit by facsimile (or otherwise deliver) for receipt on or prior to 11:59 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion (the “Conversion Notice”) to the Corporation’s designated transfer agent (the “Transfer Agent”) with a copy thereto to the Corporation and (b) surrender to a common carrier for delivery to the Transfer Agent at such time the original certificates representing the shares of the Series J Preferred Stock being converted (or a letter attesting to their loss, theft or destruction with respect to such shares in the case of their loss, theft or destruction) (the “Series J Certificate”), duly endorsed for transfer.

b. Upon receipt by the Corporation of a copy of the Conversion Notice, the Corporation shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent, which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. Upon receipt by the Transfer Agent of the Series J Certificates to be converted pursuant to the Conversion Notice, the Transfer Agent shall, within three business days following the date of receipt, issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate registered in the name of the Holder or its designee for a number of shares of Common Stock to which the Holder shall be entitled. If the number of the shares of the Series J Preferred Stock represented by the Series J Certificate(s) submitted for conversion is greater than the number of Preferred Stock being converted, then the Transfer Agent shall, as soon as practicable and in no event later than three (3) business days after receipt of the Series J Certificate(s), issue and deliver to the Holder a new Series J Certificate representing the number of the shares of the Series J Preferred Stock not converted. The Holder shall be responsible for any legal opinion required by the Transfer Agent related to the issuance of the Conversion Shares.

c. The Holder shall pay any and all taxes that may be payable with respect to the issuance and delivery of the Common Stock upon the conversion of the shares of the Series J Preferred Stock.

2. Payment and Issuance Upon Conversion. In the event of a conversion of any Series J Preferred Stock, the Corporation shall issue to such Holder a number of Conversion Shares equal to (i) the Stated Value multiplied by (ii) the number of shares of Series J Preferred Stock held by such Holder and subject to the Holder Conversion Notice, divided by (iii) the Conversion Price with respect to such Series J Preferred Stock, subject to the Conversion Limitations described in Section I.G.3.

3. Conversion Limitations. (a) Any conversion will be limited by: (i) Holder may not make more than one conversion every five Trading Days, and (ii) the amount of Conversion Shares at any conversion may not be more than the Conversion Limit.

(b) Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Company issue upon conversion of or otherwise to any holder of the Series J Preferred Stock more than the maximum number of shares of Common Stock that the Company can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding, subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof.

4. Stock Splits. If the Corporation at any time and from time to time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Conversion Shares will be proportionately increased. If the Corporation at any time and from time to time on or after the first Issuance Date combines (by combination, reverse stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased and the number of Conversion Shares will be proportionately decreased. Any adjustment under this Section I.G.4 shall become effective at the close of business on the date the subdivision or combination becomes effective.

5. Definitions. For purposes of this Section I, the following terms shall have the following meanings:

a. “Conversion Limit” means the total number of shares of Common Stock traded over the five (5) Trading Days preceding the Conversion Notice multiplied by 5%.

b. “Conversion Price” means a price per share of Common Stock equal to 100% of the arithmetic average of the volume weighted average price of the Common Stock for the fifteen Trading Days prior to the six month anniversary of the Issuance Date.

c. “Conversion Shares” means shares of Common Stock issuable upon conversion of Series J Preferred Stock.

d. “Trading Day” means any day on which the Common Stock is traded on the Trading Market; provided that it shall not include any day on which the Common Stock is (i) scheduled to trade for less than 5 hours, or (ii) suspended from trading.

e. “Trading Market” means the OTC Bulletin Board, the OTCQB, the OTC Pink Sheets, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE Amex, or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. All Trading Market data shall be measured as provided by the appropriate function of the Bloomberg Professional service of Bloomberg Financial Markets or its successor performing similar functions.

H. Stock Register. The Corporation will keep at its principal office, or at the offices of the transfer agent, a register of the Series J Preferred Stock, which shall be prima facie indicia of ownership of all outstanding shares of Series J Preferred Stock. Upon the surrender of any certificate representing Series J Preferred Stock at such place, the Corporation, at the request of the record Holder of such certificate, will execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares as is requested by the Holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate.

II. Miscellaneous.

A. Notices. Any and all notices to the Corporation will be addressed to the Corporation’s Chief Executive Officer at the Corporation’s principal place of business on file with the Secretary of State of the State of Delaware. Any and all notices or other communications or deliveries to be provided by the Corporation to any Holder hereunder will be in writing and delivered personally, by electronic mail or facsimile, sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile telephone number or address of such Holder appearing on the books of the Corporation, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder will be deemed given and effective on the earliest of (1) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section II.A prior to 5:30 p.m. Eastern Time, (2) the first business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this section later than 5:30 p.m. but prior to 11:59 p.m. Eastern Time on such date, (3) the second business day following the date of mailing, if sent by nationally recognized overnight courier service, or (4) upon actual receipt by the party to whom such notice is required to be given.

B. Lost or Mutilated Preferred Stock Certificate. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered Holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series J Preferred Stock, and in the case of any such loss, theft or destruction upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the Holder is a financial institution or other institutional investor its own agreement will be satisfactory) or in the case of any such mutilation upon surrender of such certificate, the Corporation will, at its expense, execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

C. Headings. The headings contained herein are for convenience only and will not be deemed to limit or affect any of the provisions hereof.

RESOLVED, FURTHER, that the chairman, chief executive officer, chief financial officer, president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file a Designation of Preferences, Rights and Limitations of Series J Preferred Stock in accordance with the foregoing resolution and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 7th day of December, 2015.

Signed:	/s/ William J. Caragol
Name:	William J. Caragol
Title:	Chief Executive Officer


Signed:	/s/ Allison F. Tomek
Name:	Allison F. Tomek
Title:	Secretary

Exhibit 10.2

EXECUTION COPY

FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
by and between
POSITIVE ID CORPORATION and SANOMEDICS, INC.,
SHAREHOLDER OF THERMOMEDICS, INC.

This FIRST AMENDMENT is made as of December 4, 2015 by and between Positive ID Corporation, a Delaware corporation (“Buyer”) and Sanomedics, Inc., a Delaware Corporation (“Seller”).

RECITALS

WHEREAS, the parties hereto entered into that certain Stock Purchase Agreement, dated as of October 21, 2015 (the “SPA”) (capitalized terms used and not otherwise defined herein shall have the meanings given to such term in the SPA; and

WHEREAS, the parties hereto desire to amend certain terms of the SPA as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AMENDMENTS

The definitions set forth in Article I of the SPA shall be read to account for the amendments below as applicable and necessary.

The first sentence of Section 2.02(a) of the SPA shall be amended in its entirety to read as follows:

“(a) The price to be paid by the Buyer for the Shares shall be: Three Hundred Seventy Five Thousand Dollars ($375,000) (the “Aggregate Purchase Price”) in the form of Two Hundred Fifty Thousand Dollars ($250,000) in cash less Buyer’s professional services expenses of Twenty Five Thousand Dollars ($25,000) (the “Cash Purchase Price”) and One Hundred Twenty Five Thousand Dollars ($125,000) in the form of 125 shares (the “Stock Purchase Price”) of Series J Convertible Preferred Stock (the “Preferred Stock”) of the Buyer.

Section 2.03(a)(ii) shall be deleted in its entirety and the remaining clauses of Section 2.03(a) shall be re-numbered accordingly.

Section 2.03(b) of the SPA shall be amended in its entirety to read as follows:

“(b) Buyer Deliverables. At the Closing (subject to the satisfaction of Seller’s obligations as set forth in Section 2.03(a)) or as such other time as set forth below, Buyer shall deliver to Seller or cause to be delivered:”

i. to Seller, at such as agreed to by the parties, by wire transfer of immediately available funds, the Cash Purchase price less $50,000 for Seller’s working capital deficit, which amount shall be One Hundred And Seventy Five Thousand Dollars ($175,000) (the “Cash Purchase Price Payment”) to the account designated by the Seller not less than two Business Days prior to such date of payment;

EXECUTION COPY

ii. at such time as agreed to by the parties, the Stock Purchase Price shall be held by Allison F. Tomek, the Buyer’s Senior Vice President of Corporate Development (the “Escrow Agent”) in the form of stock certificate represented the Stock Purchase Price (the “Escrow Amount”) to be held by the Escrow Agent in accordance Section 2.05;

iii. Secretary Certificate of Buyer and resolution of Board of Directors approving the transaction;

iv. at such time as agreed to by the parties, the Certificate of Designation with respect to the shares of Preferred Stock of the Company as filed with the Secretary of State of the State of organization of the Buyer; and

v. fully executed copies of the employment and consulting agreements described in Section 2.03(a)(iv) above.

The first sentence of Section 2.04(a)(i) of the SPA shall be amended in its entirety to read as follows:

“i. In contemplation of Closing, Seller agrees to provide Buyer with an unaudited, interim balance sheet of the Company (the “Initial Balance Sheet”), which shall be dated December 4, 2015 and shall include an estimated calculation of Net Working Capital with a working capital deficit of $50,000 (the “Initial Net Working Capital”).

Any reference to Pre-Closing Estimated Balance Sheet and Pre-Closing Net Working Capital in the SPA shall be revised to refer to the Initial Balance Sheet and Initial Net Working Capital, respectively.

Section 2.04(a)(ii) shall be deleted in its entirety.

Section 2.04(b)(iii) of the SPA shall be amended in its entirety to read as follows:

“iii. If the Final Closing Net Working Capital is higher than the Initial Net Working Capital, then promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, the parties shall cause the Escrow Agent to release to Seller, an amount in shares of Preferred Stock equal to the amount by which the Final Closing Net Working Capital exceeds the Initial Net Working Capital; provided that, in no event shall more than 100 shares of Preferred Stock be issued to Seller. If the Final Closing Net Working Capital is lower than the Initial Net Working Capital, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, the parties shall cause the Escrow Agent to revert to Buyer an amount in shares of Preferred Stock equal to the amount by which the Initial Net Working Capital exceeds the Final Closing Net Working Capital; provided that at least 25 shares of Preferred Stock shall remain in Escrow following such reversion. In the event that the amount of shares of Preferred Stock held in Escrow does not satisfy a party’s obligations hereunder, the party owing an amount under this Section 2.04(b)(iii) shall be made responsible for providing the other party with cash or shares, as the case may be, for the amount of any adjustment required to be made.”

EXECUTION COPY

Section 2.04(c) shall be deleted in its entirety.

10.

The initial lead in to Section 2.05(a) of the SPA shall be amended to read as follows:

“(a) Escrow Account. On the date agreed to by the parties, Buyer shall provide the Escrow Agent with the Escrow Shares to be held in escrow to satisfy, at least in part, any claims by…”

11.

The second sentence of Section 2.05(a) shall be deleted in its entirety and any references to the Escrow Agreement in Section 2.05(a) shall be deleted.

12.

Section 2.05(b) of the SPA shall be amended in its entirety to read as follows:

“(b) Release of Amounts in Escrow.

i. Subject to the adjustments made to the Escrow Amount pursuant to Section 2.04(b), within ninety (90) days of the Closing Date, Buyer shall cause the Escrow Agent to release to Seller, the amount of any Escrow Amount in excess of Twenty Five (25) shares of Preferred Stock. For the avoidance of doubt, the adjustments to be made to the Escrow Amount pursuant to Section 2.04(b) shall have priority over the payment set forth in the immediately preceding sentence such that (1) the 90-day time period may be extended to the extent necessary to account for the time for adjustment under Section 2.04(b) and (2) no amount may be paid to Seller hereunder in the event that the adjustment made to the Escrow Amount pursuant to Section 2.04(b) causes the remains Escrow Amount to be equal to or less than Twenty Five (25) shares of Preferred Stock.

ii. Upon the twelve (12) month anniversary of the Closing Date (the “Escrow Period”), Buyer and Seller shall cause the Escrow Agent to release to Seller, the amount of any remaining Escrow Amount that is not then claimed by the Buyer to be owed to a Buyer Indemnified Party, together with any interest earned on any such amount.”

MISCELLANEOUS

13.

As of and after the date hereof, each reference in the SPA to "this Agreement", "hereunder", "hereof", "herein", "hereby" or words of like import referring to the SPA shall mean and be a reference to the SPA as amended by this Amendment. Except as specifically amended by this Amendment, each term, provision and condition of the SPA survives, remains and shall continue in full force and effect.

EXECUTION COPY

14.

The SPA and this Amendment may be further amended or modified in whole or in part only by a writing which makes reference to the SPA and this Amendment executed by Buyer and Seller. The obligations of any party hereunder may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the party claimed to have given the waiver; provided, however, that any waiver by any party of any violation of, breach of, or default under any provision of this Amendment or any other agreement provided for herein shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach of or default under any other provision of this Amendment or any other agreement provided for herein.

15.

The SPA (together with the Schedules and the Exhibits thereto) and the other agreements and instruments expressly provided for therein and herein, together with this Amendment (together with the Exhibits hereto, if any) and the Master Services and Control Agreement, set forth the entire understanding of the parties hereto and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations, and warranties, whether oral or written, among the parties with respect to the subject matter hereof.

16.

Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument. Any facsimile copy of this Amendment will be deemed an original for all purposes.

[Signature pages to follow]

EXECUTION COPY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.

	SANOMEDICS, INC.

	By:	/s/ Keith Houlihan
	Name:	Keith Houlihan
	Title:	President

[Seller Signature Page to Amendment]

EXECUTION COPY

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.

	POSITIVEID CORPORATION

	By:	/s/ William J. Caragol
	Name:	William J. Caragol
	Title:	Chief Executive Officer

[Buyer Signature Page to Amendment]

Exhibit 10.3

EXECUTION COPY

MANAGEMENT SERVICES AND CONTROL AGREEMENT

THIS MANAGEMENT SERVICES AND CONTROL AGREEMENT (the “Agreement”), effective as of December 4, 2015, is made by and between PositiveID Corporation, a Delaware corporation (the “Company” or “Manager”), Sanomedics, Inc., a Delaware corporation (“Sano”) and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation (“Thermo”) (together, the “Parties”).

WHEREAS, the Company and Sano entered into that certain Stock Purchase Agreement, dated October 21, 2015 (as may be amended from time to time, including as set forth herein) (the “SPA”), whereby Sano agreed to sell all the outstanding shares of Thermo to the Company (the “Stock Purchase Transaction”);

WHEREAS, under the terms of the SPA, a condition to the closing of the Stock Purchase Transaction includes the expiration of the applicable period relating to Sano’s information statement on Form 14C, which was filed on October 23, 2015 (the “Information Statement”);

WHEREAS, Sano has communicated to the Company that is experiencing delays in completing the process for the Information Statement with the Securities and Exchange Commission and certain other conditions of closing of the Stock Purchase Transaction, including obtaining the required consents and releases;

WHEREAS, the Board of Directors of Sano (the “Sano Board”) has determined that it is in the best interest of Sano, Thermo and Sano’s shareholders to fully transfer control including operational and financial benefits and responsibility for Thermo to the Company effective as of the date first written above;

WHEREAS, the Board of Directors of the Company (the “Company Board”) has determined that it is in the best interest of the Company and its shareholders to accept control over Thermo, including operational and financial benefits and responsibility effective as of the date first written above;

WHEREAS, Sano and the Company desires to enter into this Agreement to memorialize the terms and conditions under which Sano transfers, and the Company accepts, control over Thermo, including operational and financial benefits and responsibility effective as of the date first written above; and

NOW, THEREFORE, in consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Manager. Sano and Thermo appoint the Company as the Manager of Thermo. As the Manager, the Company will have sole responsibility for all strategic, operational and financial decisions, will be fully responsible for the financial obligations of Thermo, and will be empowered to commit Thermo with full authority of Thermo’s officers and the Thermo Board. Sano agrees that as a consequence of the Company, acting as Manager and assuming full responsibility for Thermo’s financial obligations, the Company will also benefit from any and all revenue generated by Thermo.

2. Modifications and Adjustments to the SPA. The parties agree to modify certain sections of SPA as set forth in the amendment substantially in the form attached hereto as Exhibit A. Such amendment provides for a reduction of the Aggregate Purchase Price from $750,000 to $375,000, with the Stock Purchase Price being reduced from 500 shares of Series J Convertible Preferred Stock to 125 shares. Additionally, such amendment shall provide for a Closing Balance Sheet and Closing Net Working Capital date as of December 4, 2015 (as opposed to the closing date), and the disclosure schedule under Section 2.04(a)(i) of the SPA shall reflect working capital deficit for Thermo of fifty thousand dollars ($50,000). The amended Stock Purchase Price of 125 shares shall be held in escrow pursuant to the closing of the SPA and the settlement of the final balance sheet adjustment. Other than as set forth in Exhibit A, the terms of the SPA and the agreements of the parties made thereunder shall remain in effect with no change. For purposes of this Section 2, any capitalized term used but not otherwise defined herein shall have the meaning set forth in the SPA.

3. Consulting Agreement. The consulting agreement and corresponding convertible note to be delivered at closing to Keith Houlihan shall be adjusted to reflect consideration of $75,000.

4. Services of the Manager. Throughout the Term of this Agreement, the services to be performed by the Company include the strategic, operational and financial management of Thermo as well as any and all actions made by an officer and/or director (or other authorized or delegated individual or governing body) of Thermo in the ordinary course of business.

5. Advances by the Manager. The Company agrees to advance cash to Thermo or directly pay Thermo’s expenses on an as needed basis as determined by the Company in its role as Manager. All cash advances made by the Company to Thermo, or expenses paid directly by the Company on behalf of Thermo, shall be made pursuant to a security agreement. Further, the Manager agrees to immediately advance the Cash Purchase Price (as defined in the SPA) to Sano. All advances will accrue interest at a simple interest rate of 5%, except in the Event of Default pursuant to Section 11; in an Event of Default, the interest rate shall adjust to 18%, compounded daily. The security agreement, attached as Exhibit B, shall grant the Company a first priority security interest in all of the assets of Thermo. Any existing security holder in the assets of Thermo shall agree, in writing, to subordinate that interest to the Company.

6. Board Approval; Shareholder Vote. The Board of Directors of Sano shall approve this Agreement and the exhibits hereto. Further, the Series A preferred shareholders, who own over 51% of the voting interest of Sano, shall both approve this Agreement and ratify their vote to approve the terms of the SPA.

7. Resignations; Appointments. Sano and Thermo agree to cause the directors and officers of Thermo to tender their resignations from their respective positions effective as of the date of this Agreement. Effective as of the date of this Agreement, the President of Thermo shall be named William J. Caragol, and the Secretary of Thermo shall be Allison F. Tomek and Mr. Caragol and Ms. Tomek shall also be appointed as the sole directors of Thermo.

8. Security Agreement and Guaranty. Sano agrees to grant a first priority security interest in all of the shares of Thermo that it owns. That security agreement is attached to this Agreement as Exhibit C.

9. Compensation of Manager.

(a) During the Term of this Agreement, the Company will be entitled to no compensation other than as outlined in this Agreement.

(b) Unless otherwise provided for herein, in an Event of Default as defined in Section 11, Sano and Thermo shall pay the Company (i) the total amount the Company advanced to, or paid on behalf of, Thermo, plus interest as set forth in Section 4 and the advance of the Cash Purchase Price under the SPA, plus interest as set forth in Section 4 (the “Advances”), and (ii) a termination fee in the amount of $250,000 (the “Termination Fee”). This amount shall be owed jointly and severally by Sano and Thermo, and shall be covered by the security agreements of both Sano and Thermo.

10. Voting Agreement. Throughout the Term of this Agreement, the Manager shall have the right to vote all shares of Thermo that are owned by Sano, or its affiliates, in any situation where a shareholder vote is required.

11. Term. This Agreement shall commence effective as of the date first written above and shall remain in effect until the date of closing pursuant to the terms of the SPA. It will be considered an Event of Default if the Stock Purchase Transaction does not close by February 15, 2016 (the “Default Date”); provided that in the event that Sano and the Company close the Stock Purchase Transaction within twenty (20) days of the Default Date (the “Extension Date”), an Event of Default shall be deemed not to have occurred. Sano may terminate this Agreement at any time, subject to the consent of the Manager, by (i) repaying the Company all principal and interest for any advances made pursuant to this Agreement, and (ii) making the payments defined in Section 9(b). Notwithstanding the foregoing, in the event that Sano has taken all necessary steps under the SPA to close the Stock Purchase Transaction, including delivery of all of the items section forth in Section 2.03(a) of the SPA (or the Company’s waiver of such deliverables) and the Stock Purchase Transaction does not close at the Company’s election, Sano and Thermo shall not be obligated to pay to the Company the Termination Fee and the Advances.

12. Liability. No member of the Company (including any person or entity acting for or on behalf of the Company) shall be liable for any mistakes of fact, errors of judgment, or losses sustained by the Company or for any acts or omissions of any kind (including acts or omissions of the Company), except to the extent caused by intentional misconduct or gross negligence of the Company as finally determined by a court of competent jurisdiction.

13. Indemnification of Manager. Sano and Thermo agree to jointly and severally indemnify and hold harmless the Manager and their present and future officers, directors, affiliates, employees and agents (“Indemnified Parties”) from and against all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees)(collectively, “Losses”) arising with respect to the Company’s role as Manager as set forth herein, including from their assumption of financial responsibility and performance of services hereunder; except to the extent such Losses are: (i) with respect to any liability (or Losses) or with respect to the business or operations of Thermo relating to periods on or following the date of the consummation of the transactions contemplated by this Agreement; or (ii) caused by intentional misconduct or gross negligence of the Company.

14. Assignment. Without the consent of the Company, Sano or Thermo shall not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder. The Company shall not assign, transfer or convey any of their rights, duties or interest under this Agreement, nor shall they delegate any of their obligations or duties required to be kept or performed under this Agreement, except that the Company may transfer their rights and delegate their obligations hereunder to (i) their respective affiliates or (ii) to each other.

15. Notices. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given or made when (i) delivered personally to the recipient, (ii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iii) received via electronic mail by the recipient. Such notices, demands, and other communications shall be sent to the address for such recipient indicated below:

If to the Company:		PositiveID Corporation
		1690 S. Congress Ave., Suite 201
		Delray Beach, FL 33445
		Telephone: (561) 805-8009
		Electronic Mail: bcaragol@psidcorp.com
		Attention: Chief Executive Officer

If to Sano:		Sanomedics, Inc.
		777 Glades Rd.
		Boca Raton, FL 33___
		Telephone: (___) ___-____
		Electronic Mail: keith@sanomedics.com cfo@sanomedics.com
		Attention: President

With Copies to (which shall not constitute notice):
		Szaferman, Lakind, Blumstein & Blader, P.C. 101 Grovers Mill Rd., Suite 200 Lawrenceville, NJ 08648
		Telephone: (609) 275-0400
		Electronic Mail: gjaclin@szaferman.com
		Attention: Gregg Jaclin, Esq.

		__________________________ __________________________ __________________________ Telephone: (XXX) XXX-XXXX Electronic Mail: __________________ Attention: _______________________

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

16. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

17. No Waiver. The failure by any party to exercise any right, remedy or elections herein contained or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future exercise of such right, remedy or election, but the same shall continue and remain in full force and effect. All rights and remedies that any party may have at law, in equity or otherwise upon breach of any term or condition of this Agreement, shall be distinct, separate and cumulative rights and remedies and no one of them, whether exercised or not, shall be deemed to be in exclusion of any other right or remedy.

18. Amendment. The provisions of this Agreement may be amended or modified only with the prior written consent of the Parties.

19. Entire Agreement. This Agreement, the Exhibits hereto, the SPA (and the documents contemplated by the SPA) contain the entire agreement between the parties hereto with respect to the matters herein contained and any agreement hereafter made shall be ineffective to effect any change or modification, in whole or in party, unless such agreement is in writing and signed by the party against whom enforcement of the change or modification is sought. In the event of any conflict between the provisions of this Agreement and the SPA, the provisions of this Agreement shall control to the extent the contents of such provisions are directly related to the contents of similar provisions in the SPA.

20. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

21. MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.

22. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns of the parties.

23. Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

24. Confidentiality. The Parties may not disclose the terms of this Agreement except as may be required by applicable law or the rules of any exchange on which the Company’s or Sano’s securities are traded.

IN WITNESS WHEREOF, the parties hereto have caused this Management Services and Control Agreement to be executed and delivered as of the date first above written.

	POSITIVEID CORPORATION

	By:	/s/ William J. Caragol
	Name:	William J. Caragol
	Title:	Chief Executive Officer

	SANOMEDICS, INC.

	By:	/s/ Keith Houlihan
	Name:	Keith Houlihan
	Title:	President

	THERMOMEDICS, INC.

	By:	/s/ Keith Houlihan
	Name:	Keith Houlihan
	Title:	President

EXHIBIT A

EXHIBIT B

EXHIBIT C

Exhibit 10.4

EXECUTION COPY

SECURITY AGREEMENT

This Security Agreement (this “Agreement”), is made as of 4^th day of December, 2015 by and between PositiveID Corporation, a Delaware corporation (the “Secured Party”); and Thermomedics, Inc., a Nevada corporation (“Debtor”) (together, the “Parties”).

RECITALS:

A. The Debtor, Secured Party and Sanomedics, Inc., a Delaware corporation and sole owner of the Debtor (“Sano”) have entered into that certain Management Services and Control Agreement dated as of the date hereof (“MSA”) in connection with that certain Stock Purchase Agreement dated October 21, 2015 by and among the Secured Party and Sano, as amended (“Purchase Agreement”).

B. Pursuant to Sections 2.02(a) and 2.03(b)(i) of the Purchase Agreement, the Secured Party agreed to advance the Cash Purchase Price less certain amounts as set forth in the Purchase Agreement to Sano as of the date hereof (the “Purchase Price Advance”).

C. Pursuant to Section 5 of the MSA, the Secured Party has agreed to advance funds (the “MSA Advance” and together with the Purchase Price Advance, the “Advance”) to the Debtor on an as needed basis.

D. The obligation of the Secured Party to make the Advance is subject to the condition that the Debtor grant to and create in favor of the Secured Party a security interest in and lien upon all business assets and rights of the Debtor as hereinafter provided; and

E. In order to induce the Secured Party to make the Advance to Debtor, the Debtor has agreed to the provisions set forth in this Agreement.

NOW, THEREFORE, in consideration of and as an inducement to the Secured Party to make the Advance to Debtor, the parties hereto, intending to be legally bound, covenant and agree as follows:

Section 1. Definitions.

(a) Certain Definitions. In addition to the words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires:

(i) “Collateral” shall mean all personal property and assets of Debtor, including, without limitation, all of the following items, whether now owned or now due, or in which the Debtor has an interest or hereafter, at anytime in the future, acquired, arising or to become due, or in which the Debtor obtains an interest, and all products, proceeds, replacements, substitutions and accessions of or to any of the following, which to the extent not defined below, shall have the meanings given to them under the Uniform Commercial Code as enacted in the State of Florida or as enacted in the state in which such Collateral is located:

all accounts and accounts receivable;

all inventory (including raw materials, work-in-process, finished goods and supplies;

Debtor Security Agreement (Thermomedics)

EXECUTION COPY

all contract rights;

all general intangibles (including, without limitation, payment intangibles, software, trademarks, patents, copyrights or other intellectual property rights of Debtor);

all equipment (including all machinery, furniture and fixtures);

all goods;

all chattel paper (whether tangible or electronic);

all fixtures;

all investment property (including, without limitation, all financial assets, certificated and uncertificated securities, securities accounts and security entitlements);

all letter-of-credit rights;

all rights under judgments, all commercial tort claims and choses in action;

all books, records and information relating to the Collateral and/or to the operation of the Debtor’s business and all rights of access to such books, records and information and all property in which such books, records and information are stored, recorded and maintained;

all instruments, promissory notes, documents of title, documents, policies and certificates of insurance, securities, deposits, deposit accounts, money, cash or other property;

all federal, state and local tax refunds and/or abatements to which the Debtor is or becomes entitled no matter how or when arising, including not limited to any loss carryback tax refunds;

all insurance proceeds, refunds and premium rebates, including without limitation proceeds of fire and credit insurance, whether any of such proceeds, refunds and premium rebates arise out of any of the foregoing (A-P) or otherwise; and

all liens, guaranties, rights, remedies and privileges pertaining to any of the foregoing (A-P) including the right of stoppage in transit.

(ii) “Obligations” means all indebtedness of the Debtor to the Secured Party arising on or after the date hereof under the Advance, both principal and interest, and any and all extensions, renewals, re-financing or re-funding, in whole or in part, thereof.

(iii) “Event(s) of Default” shall mean any default or material breach of the terms, conditions or covenants of this Agreement, the MSA, or the Purchase Agreement. The Secured Party and the Debtor agree and acknowledge that for purposes of the Purchase Price Advance (as well as the MSA Advance as set forth in the MSA), an Event of Default shall include the event described in Section 11 of the MSA.

Debtor Security Agreement (Thermomedics)

EXECUTION COPY

(b) Other Definitions. Words and terms defined in the MSA shall, unless the context hereof otherwise clearly requires, have the same meanings herein as provided in the MSA.

(c) Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural and the part the whole, and “or” has the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section, subsection and exhibit references are to this Agreement unless otherwise specified.

Section 2. Security Interest. Debtor, on the terms set forth in this Agreement and as security for the full and timely payment of the Obligations in accordance with the terms thereof and of the instruments now or hereafter evidencing the Obligations, hereby grants to the Secured Party a continuing security interest, under the Uniform Commercial Code (as in effect on the date hereof and as amended from time to time hereafter) of each state having jurisdiction from time to time with respect to all or any portion of the Collateral (the “Code”), in and a lien on the Collateral. In addition to all the rights given to the Secured Party by the MSA, the Purchase Agreement and this Agreement, the Secured Party shall have all the rights and remedies of a secured party under the Code. In connection with the grant of security interest made hereby, Debtor hereby authorizes Secured Party to file or cause to be filed one or more financing statements, amendments to financing statements and/or in lieu financing statements with any filing office for the purpose of perfecting or continuing the perfection of the security interest in the Collateral.

Section 3. Principles Applicable to the Collateral. The parties agree that, at all times during the term of this Agreement, the following provisions shall be applicable to the Collateral:

(a) The Debtor covenants and agrees that it will keep accurate and complete books and records concerning the Collateral owned by it in accordance with generally accepted accounting principles, consistently applied.

(b) The Secured Party shall have the right to review the books and records of the Debtor pertaining to the Collateral and to copy and make excerpts therefrom, all at such times and as often as the Secured Party may reasonably request.

(c) The Debtor shall keep (i) its principal place of business and its chief executive office, (ii) its records concerning the Collateral, and (iii) its Collateral at the address set forth on the first page of this Agreement and/or at the address of the Collateral and at no other location without the prior written consent of the Secured Party.

(d) Notwithstanding the security interest in the Collateral granted to and created in favor of the Secured Party under this Agreement, the Debtor shall have the right, until one or more Events of Default beyond any applicable grace period shall occur and be continuing or shall exist, to sell, lease or otherwise dispose of the Collateral in the ordinary course of the Debtor’s business.

Debtor Security Agreement (Thermomedics)

EXECUTION COPY

(e) Notwithstanding the security interest in the Collateral granted to and created in favor of the Secured Party under this Agreement and subject to the terms of the MSA and the Purchase Agreement, the Debtor shall have the right, until such time as the Secured Party shall have notified the Debtor that it has revoked such right based upon an Event of Default beyond any applicable grace period at its own cost and expense to collect any and all accounts of the Debtor comprising the Collateral (the “Accounts”).

(f) The Secured Party shall have the right after a default has occurred under the MSA beyond applicable grace periods (i) to revoke the right of the Debtor granted under subsection (e) of this Section 3 by written notice to the Debtor to such effect, (ii) to take over and direct collection of any and all Accounts and Collateral of the Debtor, as applicable, (iii) to give notice of the Secured Party's security interest in such Accounts and Collateral to any or all persons obligated to the Debtor thereon, (iv) to direct such persons to make payment of such Accounts directly to the Secured Party and (v) to take control of such Accounts and any proceeds thereof and Collateral.

(g) The Secured Party shall have the right after a default has occurred under the MSA beyond applicable grace periods to cause a non-interest bearing bank account entitled “Cash Collateral Account” (the “Collateral Account”) to be opened and maintained for the Debtor by the Secured Party at any bank of its choosing. All cash proceeds received by the Secured Party from the Debtor pursuant to subsection (h) of this Section 3 or directly from persons obligated on Accounts pursuant to subsection (f) of this Section 3 shall be deposited in the Collateral Account as further security for the payment of the Obligations. The Secured Party shall have sole dominion and control over all funds deposited in the Collateral Account, and such funds may be withdrawn therefrom only by the Secured Party.

(h) Upon notice by the Secured Party to the Debtor that the Collateral Account has been opened in accordance with subsection (g) of this Section 3, the Debtor shall cause all cash proceeds collected by it to be delivered to the Secured Party forthwith upon receipt, in the original form in which received, bearing such endorsements or assignments by the Debtor as may be necessary to permit collection thereof by the Secured Party, and for such purpose the Debtor hereby irrevocably authorizes and empowers the Secured Party, its officers, employees and authorized agents, to endorse and sign the name of the Debtor on all checks, drafts, money orders or other media of payment so delivered and such endorsements or assignments shall, for all purposes, be deemed to have been made by the Debtor prior to any endorsement or assignment thereof by the Secured Party. The Secured Party may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Section 4. Certain Covenants. Until payment in full of the Obligations, the Debtor agrees that:

(a) The Debtor has and will have good and marketable title to the Collateral from time to time owned or acquired by it, free and clear of all liens, encumbrances and security interests, except security interests granted to and created in favor of the Secured Party. The Debtor will defend such title against the claims and demands of all persons.

(b) The Debtor will not, without the prior written consent of the Secured Party: (i) borrow against the Collateral from any person, firm or corporation other than the Secured Party, (ii) create, incur, assume or suffer to exist any mortgage, lien, charge or encumbrance on, or security interest in, or pledge of or conditional sale or other title retention agreement with respect to any of the Collateral, except the security interest created hereunder, (iii) permit any levy or attachment to be made against any of the Collateral except a levy or attachment relating to this Agreement unless removed within sixty (60) days after written notice by Secured Party to Debtor, (iv) permit any financing statement to be on file with respect to any of the Collateral, except financing statements in favor of the Secured Party, or (v) permit any transfer of Collateral without the consent of the Secured Party.

Debtor Security Agreement (Thermomedics)

EXECUTION COPY

(c) The Debtor will faithfully preserve and protect the Secured Party’s security interest in the Collateral and will, at its own cost and expense, cause said security interest to be perfected and continued perfected, and for such purpose the Debtor will from time to time at the request of the Secured Party execute and file or record, or cause to be filed or recorded, such instruments, documents and notices, including, without limitation, financing statements and continuation statements, as the Secured Party may deem necessary or advisable in order to perfect and continue perfected said security interest. The Debtor will do all such other acts and things and execute and deliver all such other instruments and documents, including, without limitation, further security agreements, pledges and assignments, as the Secured Party may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of said security interest as a first lien security interest in the Collateral prior to the rights of all persons therein or thereto. The Secured Party is hereby appointed attorney-in-fact for the Debtor to do all acts and things which it may deem necessary or advisable to preserve, perfect and continue perfected its security interest in the Collateral, including, without limitation, the signing of financing and other similar statements.

Section 5. Events of Default.

(a) If one or more Events of Default shall occur, then the Secured Party may forthwith proceed to exercise any one or more of the rights and remedies afforded a secured party by the Code and such other rights and remedies which it may have at law or in equity, under this Agreement, all of which rights and remedies shall, to the full extent permitted by law, be cumulative. Without limitation upon the foregoing, the Secured Party shall have the right without demand or prior notice to the Debtor or any other person, except as otherwise required by law (and if notice is required by law, after thirty (30) days’ prior written notice to the Debtor at its address hereinafter set forth) and without prior judicial hearing or legal proceedings, all of which the Debtor hereby expressly waives:

(i) to enter any premises where Collateral is located and to take possession and control of the same;

(ii) to enforce collection, at the Debtor’s expense and either in the name of the Secured Party or the name of the Debtor, of any or all of the Accounts by suit or otherwise, to surrender, release or exchange all or any part thereof, or to compromise or extend or renew (whether or not longer than the original period) any indebtedness thereunder;

(iii) to take over and perform any contract of the Debtor and to take control of any and all Accounts and proceeds arising therefrom;

(iv) to sell all or any portion of the Collateral at public or private sale at such place or places and at such time or times and in such manner and upon such terms, whether for cash or credit, as the Secured Party in its sole discretion may determine; and

(v) to endorse in the name of the Debtor any instrument, howsoever received by the Secured Party, representing proceeds of any of the Collateral.

The Secured Party shall apply the proceeds of any sale or other disposition of any realization of the Collateral after default first to the payment of the reasonable costs and expenses incurred by the Secured Party in connection with such sale or other disposition or realization, including reasonable attorneys’ fees and legal expenses, second to the repayment of the Obligations to the Secured Party, whether on account of principal or interest or otherwise as the Secured Party in its sole discretion may elect, and then to the payment of the balance, if any, as required by law. If the proceeds of any such sale or other disposition of the Collateral are insufficient to pay the Obligations and the Secured Party’s reasonable costs hereunder or under the MSA, the Debtor shall be liable for any deficiency.

Debtor Security Agreement (Thermomedics)

EXECUTION COPY

(b) Upon the occurrence of any Event of Default, the Debtor shall promptly upon demand by the Secured Party assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which shall be reasonably convenient to both parties. The right of the Secured Party under this Section to have the Collateral assembled and made available to it is the essence of this Agreement and the Secured Party may, at its election, enforce such right by any and all remedies available to the Secured Party, including a bill in equity for specific performance.

Section 6. Defeasance. Upon payment in full of the Obligations and provided that Debtor shall not have any right to future advances under the MSA, this Agreement shall terminate and be of no further force or effect. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Section 7. Subrogation and Marshaling. The Debtor hereby waives, surrenders and agrees not to claim or enforce, so long as the Obligations or any portion thereof remains outstanding, (a) any right to be subrogated in whole or in part to any right or claim of the holder of any part of the Obligations and (b) any right to require marshaling of any assets of the Debtor which right of subrogation or marshaling might otherwise arise from any payment to the holder of any part of the Obligations arising out of the enforcement of the security interest granted hereby, or any other mortgage or security interest granted by the Debtor or any other person to the Secured Party, or the liquidation of or the realization upon the Collateral, any other collateral granted by the Debtor or any other person to the Secured Party, or any part thereof.

Section 8. Severability. If any provision of this Agreement shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

Section 9. No Waiver; Rights Cumulative. No failure or delay on the part of the Secured Party in exercising any right, remedy, power or privilege hereunder shall operate as a waiver thereof or of any other right, remedy, power or privilege hereunder or under the MSA; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or of any other right, remedy, power or privilege. The rights and remedies of the Secured Party under this Agreement are cumulative and not exclusive of any rights or remedies which it may otherwise have. No modification or waiver of any provision of this Agreement nor consent to any departure by the Debtor therefrom shall be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specified instance and for the specific purpose for which given.

Section 10. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be given in writing by delivering the same in person to the intended addressee, by overnight courier service with guaranteed next day delivery or by certified United States Mail, postage prepaid or telegram sent to the intended addressee at the applicable address as set forth within the Purchase Agreement or to such different address as either Debtor or Secured Party shall have designated by written notice to the other sent in accordance herewith. Such notices shall be deemed given when received or, if earlier, in the case of delivery by courier service with guaranteed next day delivery, the next day or the day designated for delivery, or in the case of delivery by certified United States mail, two days after deposit therein.

Debtor Security Agreement (Thermomedics)

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Section 11. Governing Law. The Code shall govern the attachment, perfection and the effect of attachment and perfection of the Secured Party's interest in the Collateral, and the rights, duties and obligations of the Debtor and the Secured Party with respect thereto. This Agreement shall be deemed to be a contract under the laws of the state of Florida and the execution and delivery hereof and, to the extent not inconsistent with the preceding sentence, the terms and provisions hereof, shall be governed by and construed in accordance with the laws of the state of Florida.

Section 12. Survival. All representations, warranties, covenants and agreements contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the extension of the MSA.

EXECUTED under seal as of the date first above written.

	DEBTOR:

	Thermomedics, Inc.

	By:	/s/ Keith Houlihan
Witness	Name: Keith Houlihan
	Title: President

	SECURED PARTY:

	PositiveID Corporation

	By:	/s/ William J. Caragol
Witness	Name: William J. Caragol
	Title: Chief Executive Officer

Debtor Security Agreement (Thermomedics)

Exhibit 10.5

EXECUTION COPY

SECURITY AGREEMENT

This Security Agreement (this “Agreement”), is made as of 4^th day of December, 2015 by and between PositiveID Corporation, a Delaware corporation (the “Secured Party”); and Sanomedics, Inc., a Delaware corporation (“Debtor”)(together, the “Parties”).

RECITALS:

A. Thermomedics, Inc., a Nevada corporation and wholly owned subsidiary of the Debtor (“Thermo”), the Debtor and the Secured Party have entered into that certain Management Services and Control Agreement dated as of the date hereof (“MSA”) in connection with that certain Stock Purchase Agreement dated October 23, 2015 by and among the Secured Party and the Debtor, as amended (“Purchase Agreement”).

B. Pursuant to Sections 2 .02(a) and 2.03(b)(i) of the Purchase Agreement, the Secured Party agreed to advance the Cash Purchase Price less certain amounts as set forth in the Purchase Agreement to the Debtor as of the date hereof (the “Purchase Price Advance”).

C. Pursuant to Section 5 of the MSA, the Secured Party has agreed to advance (the “MSA Advance” and together with the Purchase Price Advance, the “Advance”) to the Debtor and Thermo.

D. The obligation of the Secured Party to make the Advance is subject to the condition that the Debtor grant to and create in favor of the Secured Party a security interest in and lien upon all of the issued and outstanding shares of common stock of Thermo; and

E. In order to induce the Secured Party to make the Advance to Debtor, the Debtor has agreed to the provisions set forth in this Agreement.

NOW, THEREFORE, in consideration of and as an inducement to the Secured Party to make the Advance to Debtor, the parties hereto, intending to be legally bound, covenant and agree as follows:

Section 1. Definitions.

(i) “Collateral” shall mean all of the Shares (as such term is defined in the Purchase Agreement).

Debtor Security Agreement (Sanomedics)

EXECUTION COPY

(b) Other Definitions. Words and terms defined in the MSA shall, unless the context hereof otherwise clearly requires, have the same meanings herein as provided in the MSA.

Section 3. Principles Applicable to the Collateral. The parties agree that, at all times during the term of this Agreement, the following provisions shall be applicable to the Collateral, each subject to the terms of the MSA and the Purchase Agreement:

(c) The Secured Party shall have the right after a default has occurred under the MSA beyond applicable grace periods (i) to take ownership of any and all Collateral of the Debtor and (iii) to give notice of the Secured Party's security interest in the Collateral to any or all persons obligated to the Debtor thereon.

Section 4. Certain Covenants. Until payment in full of the Obligations, the Debtor agrees that:

(a) The Debtor will faithfully preserve and protect the Secured Party’s security interest in the Collateral and will, at its own cost and expense, cause said security interest to be perfected and continued perfected, and for such purpose the Debtor will from time to time at the request of the Secured Party execute and file or record, or cause to be filed or recorded, such instruments, documents and notices, including, without limitation, financing statements and continuation statements, as the Secured Party may deem necessary or advisable in order to perfect and continue perfected said security interest. The Debtor will do all such other acts and things and execute and deliver all such other instruments and documents, including, without limitation, further security agreements, pledges and assignments, as the Secured Party may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of said security interest as a first lien security interest in the Collateral prior to the rights of all persons therein or thereto. The Secured Party is hereby appointed attorney-in-fact for the Debtor to do all acts and things which it may deem necessary or advisable to preserve, perfect and continue perfected its security interest in the Collateral, including, without limitation, the signing of financing and other similar statements.

Debtor Security Agreement (Sanomedics)

EXECUTION COPY

Section 5. Events of Default.

(i) to enter any premises where Collateral is located and to take possession and control of the same;

(ii) to sell all or any portion of the Collateral at public or private sale at such place or places and at such time or times and in such manner and upon such terms, whether for cash or credit, as the Secured Party in its sole discretion may determine; and

(iii) to endorse in the name of the Debtor any instrument, howsoever received by the Secured Party, representing proceeds of any of the Collateral.

Section 6. Defeasance. Upon payment in full of the Obligations, this Agreement shall terminate and be of no further force or effect. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Debtor Security Agreement (Sanomedics)

EXECUTION COPY

Debtor Security Agreement (Sanomedics)

EXECUTION COPY

EXECUTED under seal as of the date first above written.

	DEBTOR:

	Sanomedics, Inc.

	By:	/s/Keith Houlihan
Witness	Name:	Keith Houlihan
	Title:	President


	SECURED PARTY:

	PositiveID Corporation

	By:	/s/William J. Caragol
Witness	Name:	William J. Caragol
	Title:	Chief Executive Officer

Debtor Security Agreement (Sanomedics)

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