Ipsidy Inc. (Form: 8-K, Received: 02/06/2017 17:20:34)

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): January 31, 2017

Ipsidy Inc.

(Exact name of registrant as specified in its charter)

ID Global Solutions Corporation

(Former name of registrant as specified in its charter)

Delaware	000-54545	46-2069547
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

780 Long Beach Blvd., Long Beach, New York 11561

(Address of principal executive offices) (zip code)

407-951-8640

(Registrant's telephone number, including area code)

Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

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):

¨ 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
Item 2.03	Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant
Item 3.02	Unregistered Sales of Equity Securities
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
Item 5.03	Amendments to Articles of Incorporation or Bylaws

Change to the Board of Directors and Executive Management

On January 31, 2017, Philip D. Beck was appointed as Chairman of the Board of Directors of Ipsidy Inc. (f/k/a ID Global Solutions Corporation) (the “Company”). Douglas Solomon resigned as Chairman of the Board of Directors of the Company but will continue as a director of the Company. In addition, Mr. Beck was appointed as Chief Executive Officer and President. Thomas Szoke resigned as Chief Executive Officer to be appointed as the Chief Technology Officer and Douglas Solomon resigned as Chief Operating Officer to be appointed as Executive Director, Government Relations and Enterprise Security .

There is no understanding or arrangement between Mr. Beck and any other person pursuant to which Mr. Beck was selected as a director of the Company. Mr. Beck does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer. Except as set forth below, Mr. Beck has not had any direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000. On August 10, 2016, the Company entered into an amended agreement (the "Amendment") with Parity Labs, LLC (“Parity”), a private consulting firm which is principally owned by Mr. Beck, to amend the compensation section of the Advisory Agreement previously entered into between the Company and Parity on November 16, 2015 for the provision of strategic advisory services. Pursuant to the Amendment, the Company issued Parity an option (the "Parity Option") to acquire 20 million shares of common stock of the Company, exercisable at $0.05 per share for a period of ten years. The Parity Option vested as to 10 million shares of common stock immediately and then initially in 12 equal tranches of 833,333 shares per month commencing on September 1, 2016, which such vesting was accelerated with respect to all remaining shares of common stock that were unvested under the Parity Option as a result of Mr. Beck’s appointment as a director of the Company. At the time of grant, the expense to be recorded over the vesting periods for the Parity Option was $ 5,365,729. For the year ended December 31, 2016, the Company paid Parity $ 147,078 in consulting fees and paid Bridgeworks (as defined below) $26,840 for use of the facilities located in Long Beach, New York.

Philip D. Beck, prior to joining our company, served as the Chairman of the Board of Directors, Chief Executive Officer and President from 1999 until 2014 and Chairman from 2014-2015 of Planet Payment, Inc., a leading international payment processing company doing business in more than 24 countries. (Nasdaq: PLPM). Mr. Beck served as a director of Bluefin Payment Systems from 2013 to 2014. Since 2014, Mr. Beck has served as the managing member of Parity and since 2015 as the Chairman, a Member and Cofounder of Bridgeworks LLC, a company providing office facilities to emerging companies principally owned by Mr. Beck and his family (“Bridgeworks”). Since 2015, Mr Beck has also been a member in a real estate holding company principally owned by Mr Beck and his family. Mr. Beck previously practiced for almost 20 years as an international banking and corporate lawyer. Mr. Beck holds an L.L.B. from Queen Mary, the University of London, and is admitted to practice law in England and Wales, the British Virgin Islands and the State of New York.

Executive Retention Agreements

On January 31, 2017, Mr. Beck and the Company entered into an Executive Retention Agreement pursuant to which Mr. Beck agreed to serve as Chief Executive Officer and President in consideration of an annual salary of $350,000 of which $50,000 shall be deferred until the Company raises in the aggregate $15 million in debt and/or equity capital. The Company has agreed to provide a bonus of 75% of the base salary upon the Company timely filing its annual report on Form 10-K for the year ended December 31, 2017 and the Company raising gross proceeds of $15 million in debt and/or equity capital (“Milestone 1”) and a bonus of 150% of the base salary upon the Company achieving (i) any merger or sale of the Company or its assets, (ii) the Company achieving adjusted EBITDA of $10 million in a fiscal year, (iii) the Company achieving a listing on a national exchange and then or subsequently raising gross proceeds in the amount of $10 million or achieving a valuation of $125 million or (iv) the Company achieving $20 million of revenue on a trailing 12 months basis (“Milestone 2”). The Company also granted Mr. Beck a Stock Option to acquire 15 million shares of common stock of the Company at an exercise price of $0.10 per share for a period of ten years. Further, upon the Company being legally entitled to so, the Company has agreed to enter a Restricted Stock Purchase Agreement with Mr. Beck pursuant to which Mr. Beck will purchase 15 million shares of common stock at a per share price of $0.0001, which shares of common stock vest upon achieving Milestone 2. The Stock Options vest with respect to (i) one-third of the shares of common stock upon January 31, 2017 and (ii) in 24 equal monthly tranches commencing on the grant date. The Company and Mr. Beck entered into an Indemnification Agreement on January 31, 2017.

On January 31, 2017, Mr. Szoke and the Company entered into an Executive Retention Agreement pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer in consideration of an annual salary of $250,000. The Company has agreed to provide a bonus of up to 50% of the base salary in 2017 upon the Company achieving a gross margin to be mutually agreed upon by the Company and Mr. Szoke which shall be adjusted on pro-rata basis (“Milestone 3”) and a bonus of 75% of the base salary upon the Company achieving Milestone 2. The Company and Mr. Szoke entered into an Indemnification Agreement on January 31, 2017.

On January 31, 2017, Douglas Solomon and the Company entered into an Executive Retention Agreement pursuant to which Douglas Solomon agreed to serve as Executive Director, Government Relations and Enterprise Security in consideration of an annual salary of $225,000. The Company has agreed to provide a bonus of up to 50% of the base salary in 2017 upon the Company achieving Milestone 3 and a bonus of 75% of the base salary upon the Company achieving Milestone 2. The Company and Mr. Solomon entered into an Indemnification Agreement on January 31, 2017.

The employment of Messrs. Beck, Szoke and Solomon is at will and may be terminated at any time, with or without formal cause. Pursuant to the terms of executive retention agreements with Messrs. Beck, Stoller, and Solomon, we have agreed to provide specified severance and bonus amounts and to accelerate the vesting on their equity awards or restricted stock purchases upon each of their termination upon a change of control or an involuntary termination, as each term is defined in the agreements.

In the event of a termination upon a change of control, Messrs. Beck, Szoke and Solomon are entitled to receive an amount equal to 18 months of the executive officer's base salary and the target bonus then in effect for the executive officer for the year in which such termination occurs, such bonus payment to be pro-rated to reflect the full number of months the executive remained in our employ. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, we will also continue to provide our health related employee insurance coverage for twelve months, at our expense.

In the event of an involuntary termination, Messrs. Beck, Szoke and Solomon are entitled to receive an amount equal to 12 months of the executive officer's base salary and the target bonus then in effect for the executive officer for the year in which such termination occurs, such bonus payment to be pro-rated to reflect the full number of months the executive remained in our employ; provided, however, Milestone 1, Milestone 2 and Milestone 3 will not be paid in the event of an involuntary termination. In addition, the vesting on any stock option held by the executive officer will be accelerated in full. At the election of the executive officer, we will also continue to provide our health related employee insurance coverage for twelve months, at our expense.

The Company also entered into an Indemnification Agreement with each of Mr. Herbert Selzer and Mr. Ricky Solomon on January 31, 2017.

Conversion Agreements

On January 31, 2017, the Company entered into Conversion Agreements with several accredited investors (the “Investors”) pursuant to which each Investors agreed to convert all amounts of debt accrued and payable to such person including interest under the terms of their respective financing or loan agreement as of January 31, 2017 into shares of Company common stock at $0.10 per share provided that certain Investors that had a conversion price less than $0.10 converted at such applicable conversion price. The Conversion Agreements resulted in the conversion of an aggregate of $5,534,000 into 83,102,005 shares of Company common stock. Certain Investors also agreed to waive any existing rights with respect to certain anti-dilution rights contained in their Stock Purchase Warrants. The Company agreed to reduce the exercise of all outstanding Stock Purchase Warrants acquired as part of a financing or loan that had an exercise price in excess of $0.10 per share to $0.10 per share.

Financing

On January 31, 2017, the Company entered into and closed a Securities Purchase Agreement with the Theodore Stern Revocable Trust (the "Stern Trust") pursuant to which the Stern Trust invested an aggregate of $3 million (the "Offering") into the Company in consideration of a Promissory Note (the “Stern Note”) and 4.5 million shares of common stock. The Stern Note is payable two years from the date of issuance and bears interest of 10% per annum, which compounds annually. The Stern Note may be prepaid in whole or in part by the Company at any time without penalty; provided, that any partial payment of principal must be accompanied by payment of accrued interest to the date of prepayment. The Stern Trust may convert interest payable under the Stern Note into shares of common stock of the Company at a conversion price of $0.20 per share. The Company is required to prepay all outstanding principal and accrued but unpaid interest on this Note upon the Company (including any of its subsidiaries) closing on financing that, individually or collectively, generates gross proceeds equal to or in excess of $15 million.

As of the date hereof, the Company is obligated on the Stern Note in the principal amount of $3 million in connection with the Offering. The Stern Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.

Name Change

Effective February 1, 2017, the Company amended its certificate of incorporation to change its legal corporate name to “Ipsidy Inc.” from “ID Global Solutions Corporation.” The name change was effected pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”). Under the DGCL, the amendment to the Company’s certificate of incorporation to effect the name change did not require stockholder approval. The name change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation in connection with the name change.

The Company relocated its corporate offices to 780 Long Beach Blvd., Long Beach, New York 11561. The new facilities is owned by Bridgeworks LLC, a company providing office facilities to emerging companies principally owned by Mr. Beck and his family

Miscellaneous

The above offers and sales of the securities were made to accredited investors and the Company relied upon the exemptions contained in Section 4(2) of the Securities Act and/or Rule 506 of Regulation D promulgated there under with regards to the sales. No advertising or general solicitation was employed in offerings the securities. The offers and sales were made to accredited investors and transfer of the securities was restricted by the Company in accordance with the requirements of the Securities Act of 1933.

The foregoing is only a brief description of the material terms of the above corporate actions and agreements, and does not purport to be a complete description of the rights and obligations of the parties under those agreements, and such descriptions are qualified in their entirety by reference to the agreements which are filed as exhibits to this Current Report.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description

3.1		Certificate of Amendment to the Certificate of Incorporation dated February 1, 2017

4.1		Securities Purchase Agreement entered between the Company and the Theodore Stern Revocable Trust dated January 31, 2017

4.2		Promissory Note in the principal amount of $3,000,000 payable to the Theodore Stern Revocable Trust

4.3		Stock Option Agreement entered between the Company and Philip D. Beck dated January 31 2017

10.1		Executive Retention Agreement entered between the Company and Philip D. Beck dated January 31 2017

10.2		Executive Retention Agreement entered between the Company and Thomas Szoke dated January 31 2017

10.3		Executive Retention Agreement entered between the Company and Douglas Solomon dated January 31, 2017

10.4		Form of Conversion Agreement dated January 31, 2017

10.5		Stand-Off Agreement dated January 31, 2017 entered between Philip Beck, Stuart Stoller, Thomas Szoke, Douglas Solomon, Herbert Selzer, Ricky Solomon and the Comany

10.6		Form of Indemnity Agreement

SIGNATURES

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.

	IPSIDY INC.

Date: February 6, 2017	By:	/s/Philip D. Beck
	Name: Philip D. Beck
	Title: Chief Executive Officer and President

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

ID GLOBAL SOLUTIONS CORPORATION

ID Global Solutions Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”).

2. ARTICLE 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

Name . The name of the corporation is Ipsidy Inc.

3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Philip Beck, its CEO, this 1st day of February, 2017.

	By: /s/ Philip D. Beck
	Name: Philip D. Beck
	Title: CEO

Exhibit 4.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 1st day of February 2017 by and among ID Global Solutions Corporation , a Delaware corporation with headquarters located at 160 E. Lake Brantley Drive, Longwood, Florida 32779 (the “ Company ”); Theodore Stern, Trustee, the Theodore Stern Revocable Trust (the “ Buyer ”); FIN Holdings Inc. , a Florida corporation; Cards Plus Pty Ltd. , a South African company; ID Solutions Inc. , a Delaware Corporation; Innovation in Motion Inc. , a Florida corporation; MultiPay S.A.S. , a Colombian corporation, IDGS LATAM S.A.S., a Colombian corporation, and IDGS S.A.S., a Colombian corporation (all, collectively, the “Parties” and all Parties other than the Company and Buyer, the “Subsidiaries” ).

WHEREAS:

A. The Company and Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the rules and regulations of the United States Securities and Exchange Commission (the “ SEC ” or “ Commission ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”);

B. Buyer desires to purchase, and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit “A” , in the aggregate principal amount of Three Million Dollars ($3,000,000) (the “ Note ”) and 4,500,000 shares of common stock, $0.0001 par value per share, (the “ Shares ”); and

C. The Subsidiaries stand to benefit from the transaction reflected by this Agreement and, therefore, are willing to make the guarantees expressed herein.

NOW THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereby agree as follows:

1. PURCHASE AND SALE OF THE NOTE AND THE SHARES .

a. Purchase of the Note and Shares . On the Closing Date (as defined below), the Company will issue and sell to Buyer and Buyer will purchase from the Company the Note and Shares.

b. Form of Payment . On the Closing Date (as defined below), Buyer will pay the purchase price for the Note and Shares (the “ Purchase Price ”) by sending by Federal Express from Florida, for next day delivery, to Ipsidy Inc. 780 Long Beach Blvd., Long Beach, New York 11561, a check drawn on Wells Fargo Bank, N.A. from an account with immediately available funds.

c. Delivery of Note and Shares . The Company will deliver the Note duly executed on behalf of the Company and each of the Subsidiaries and the Shares duly executed on behalf of the Company to Buyer’s attorney, Jonathan M. Stern, at 3 Scotch Mist Court, Potomac, Maryland 20854-2929.

d. Closing Date . The “ Closing Date ” will be the day immediately following the day on which the Note duly executed on behalf of the Company and each of the Subsidiaries and the Shares duly executed on behalf of the Company are delivered to Buyer’s attorney in accordance with section 1(c), above, except that, if such delivery takes place on a Friday or Saturday, the Closing Date will be the immediately following Monday.

2. BUYER’S REPRESENTATIONS AND WARRANTIES . Buyer represents and warrants to the Company that:

a. Investment Purpose . As of the date hereof, Buyer is purchasing the Note and the Shares (the Note and the Shares are hereinafter collectively referred to as the “ Securities ”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

b. Accredited Investor Status . Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “ Accredited Investor ”).

c. Reliance on Exemptions . Buyer understands that the Securities are being offered and sold to Buyer in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Securities.

d. Governmental Review . Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

e. Transfer or Re-sale . Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) Buyer has delivered to the Company an opinion of counsel that is in form, substance, and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion will be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“ Rule 144 ”)) of Buyer who or that agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(e) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“ Regulation S ”), and Buyer will have delivered to the Company an opinion of counsel that is in form, substance, and scope customary for opinions of counsel in corporate transactions, which opinion will be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other loan.

f. Legends . Buyer understands that, until such time as the Securities have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE (THE ‘SECURITIES’) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘SECURITIES ACT’) OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

The legend set forth above will be removed and the Company will issue a certificate without such legend to the holder of any Securities upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Securities are registered for sale under an effective registration statement filed under the 1933 Act, or (b) such holder provides the Company with an opinion of counsel, in form, substance, and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, which opinion will be accepted by the Company so that the sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule 144 or Regulation S. Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.

g. Authorization; Enforcement . Buyer has the authority to enter into this Agreement and this Agreement is enforceable in accordance with its terms.

h. Residency . Buyer is a trust created in the Commonwealth of Pennsylvania and its sole trustee, Theodore Stern, is a citizen and resident of the Commonwealth of Pennsylvania.

i. Risk Acknowledgement . Buyer has reviewed the Company’s Commission Documents (as defined below) and has been afforded the opportunity to ask questions of Company management. Buyer understands that the Company has previously issued secured and unsecured debt as disclosed in the Commission Documents. Buyer understands that the purchase of the Note involves a significant amount of risk and Buyer may lose all or a portion of its investment. Buyer further understands that, in order to retain and keep additional management, directors, and consultants, the Company will be required to issue additional securities resulting in dilution of existing shareholders, including Buyer. Buyer has read and understand the risk factors set forth in the Commission Documents.

j. Brokers . Buyer acknowledges that the Company has engaged Network 1 Financial Securities, Inc., a broker dealer registered with FINRA (“ Network ”), as a finder in connection with the sale of the Securities and Network will be entitled to a fee of $120,000 in cash and 1,200,000 shares of common stock of the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . The Company represents and warrants to Buyer that:

a. Organization and Qualification . The Company and each of the Subsidiaries are corporations duly organized, validly existing, and in good standing under the laws of the jurisdiction in which each is incorporated with full power and authority (corporate and other) to own, lease, use, and operate its properties and to carry on its business as and where now owned, leased, used, operated, and conducted.

b. Subsidiaries . The Subsidiaries are all of the entities of which at least a majority of the securities or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons performing similar functions are, as of execution of this Agreement and as of the Closing Date, owned directly or indirectly by the Company or any of its other subsidiaries.

c. Authorization; Enforcement . The Company has all requisite corporate power and authority to enter into and perform this Agreement and any required approvals have been obtained.

d. Capitalization . The capitalization of the Company has been provided to Buyer under separate cover. The Company presently has 500,000,000 shares of Common Stock and 20,000,000 shares of blank check preferred stock authorized.

e. Issuance of Shares . Upon issuance, the Shares will be duly authorized.

f. Acknowledgment of Dilution . The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Shares.

g. Bad Actor Representation . None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

h. Litigation . There is no action, suit, proceeding, or investigation (including without limitation any suit, proceeding, or investigation involving the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers) pending or, to the best of the Company’s knowledge, currently threatened before any court, administrative agency, or other governmental body. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality. There is no action, suit, or proceeding by the Company currently pending or that the Company intends to initiate.

i. Disclosure . Except as set forth on Schedule 3(h) , the Company has fully provided Buyer with all the information that Buyer has requested for deciding whether to purchase the Securities and all material information that the Company believes is reasonably necessary to enable a reasonable Buyer to make such decision. Neither this Agreement, nor any other agreements, statements, or certificates made or delivered to Buyer in connection herewith or therewith contains any untrue statement of a material fact or, when taken together, omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading.

j. Commission Documents, Financial Statements . Except for the filing set forth on Schedule 3(i) , the Company has filed all reports, schedules, forms, statements, and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “ Commission Documents ”). The Company has not provided to Buyer any material non-public information or other information that, according to applicable law, rule, or regulation, was required to have been disclosed publicly by the Company but that has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by Buyer. At the time of the respective filings, the Commission Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other federal, state, and local laws, rules, and regulations applicable to such documents. As of their respective filing dates, none of the Commission Documents contained any untrue statement of a material fact, and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Commission Documents (the “ Financial Statements ”) comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

k. No Material Adverse Effect . Since September 30, 2016, neither the Company, nor any of the Subsidiaries has experienced or suffered any Material Adverse Effect. For the purposes of this Agreement, “ Material Adverse Effect ” means any of (i) a material and adverse effect on the legality, validity, or enforceability of this Agreement, (ii) a material adverse effect on the business, operations, properties, or financial condition of the Company, the Subsidiaries, individually, or in the aggregate, and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under this Agreement or the Note.

l. No Undisclosed Liabilities . Other than as set forth in the Commission Documents, to the knowledge of the Company, neither the Company nor any of the Subsidiaries has any liabilities, obligations, claims, or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent, or otherwise) other than those incurred in the ordinary course of the Company’s and any of the Subsidiaries’ respective businesses since September 30, 2016 and those which, individually or in the aggregate, do not have a Material Adverse Effect on the Company and any of the Subsidiaries.

m. No Undisclosed Events or Circumstances . To the Company’s knowledge, no event or circumstance has occurred or exists with respect to the Company or any of the Subsidiaries or their respective businesses, properties, operations, or financial condition, that, under applicable law, rule, or regulation, requires public disclosure or announcement by the Company but that has not been so publicly announced or disclosed.

n. Indebtedness . Other than as set forth in the Commission Documents, the Financial Statements set forth all outstanding Indebtedness of the Company, or for which the Company, or any of the Subsidiaries have commitments as of the date of the Financial Statements or any subsequent period that would require disclosure. For the purposes of this Agreement, “ Indebtedness ” means (a) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements, and other contingent obligations in respect of indebtedness of others, whether or not the same should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments due under leases required to be capitalized in accordance with GAAP.

o. Title to Assets . Except as set forth in the Commission Documents, the Company has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and (ii) Liens for the payment of federal, state, or other taxes, for which appropriate reserves have been made therefore in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties (liens referenced in subsection (i) and (ii) above are collectively referred to as “Permitted Liens”). Any real property and facilities held under lease by the Company are held by it under valid, subsisting, and enforceable leases with which the Company is in compliance.

p. Actions Pending . There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding, or any other proceeding pending or, to the knowledge of the Company, threatened against or involving the Company and/or any of the Subsidiaries (i) that questions the validity of this Agreement or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto or (ii) involving any of their respective properties or assets. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards, or decrees of any court, arbitrator or governmental or regulatory body against the Company or any of the Subsidiaries or any of their respective executive officers or directors in their capacities as such.

q. Compliance with Law . The Company and its Subsidiaries have all material franchises, permits, licenses, consents, and other governmental or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents, and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

r. Compliance . Except as set forth in the Commission Documents, the Company: (i) is neither in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company) nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan, or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator, or other governmental authority or (iii) is not and has not been in violation of any statute, rule, ordinance, or regulation of any governmental authority, including without limitation all foreign, federal, state, and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety, and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

s. No Violation . The business of the Company and any of the Subsidiaries is not being conducted in violation of any federal, state, local, or foreign governmental laws, rules, regulations, and ordinances, except for possible violations that singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required under federal, state, local, or foreign law, rule, or regulation to obtain any consent, authorization, or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver, or perform any of its obligations under the Agreement, or issue and sell the Securities in accordance with the terms hereof or thereof (other than (x) any consent, authorization, or order that has been obtained as of the date hereof, (y) any filing or registration that has been made as of the date hereof or (z) any filings that may be required to be made by the Company with the Commission or state securities administrators subsequent to the Closing).

t. No Conflicts . The execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of the Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument, or obligation to which the Company or any of the Subsidiaries is a party or by which they or their properties or assets are bound, (iii) create or impose a lien, mortgage, security interest, pledge, charge, or encumbrance (collectively, “ Lien ”) of any nature on any property of the Company or any of the Subsidiaries under any agreement or any commitment to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or by which any of their respective properties or assets are bound, or (iv) result in a violation of any federal, state, local, or foreign statute, rule, regulation, order, judgment, or decree (including federal and state securities laws and regulations) applicable to the Company or any of the Subsidiaries or by which any property or asset of the Company or any of the Subsidiaries are bound or affected, provided , however , that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations, and violations as would not, individually or in the aggregate, have a Material Adverse Effect.

u. Taxes . Each of the Company and any of the Subsidiaries has accurately prepared and filed all federal, state, and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due, other than payment being contested, and all additional assessments, and adequate provisions have been and are reflected in the consolidated financial statements of the Company for all current taxes and other charges to which the Company or any of the Subsidiaries is subject and that are not currently due and payable. None of the federal income tax returns of the Company have been audited by the Internal Revenue Service. The Company has knowledge of neither any additional assessments, adjustments, or contingent tax liability (whether federal, state, local, or foreign) of any nature whatsoever, whether pending or threatened against the Company or any of the Subsidiaries for any period nor of any basis for any such assessment, adjustment, or contingency.

v. Intellectual Property . Each of the Company and any of the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered), and any patentable improvements or copyrightable derivative works thereof, websites, and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, if any, and all rights with respect to the foregoing, if any, that are necessary for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.

w. Books and Records Internal Accounting Controls . Except as may have otherwise been disclosed in the Commission Documents, the books and records of the Company and any of the Subsidiaries accurately reflect in all material respects the information relating to the business of the Company and any of the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or accounts receivable of the Company or any of the Subsidiaries. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences.

x. Material Agreements . Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans, or arrangements to which the Company and any of the Subsidiaries is a party and which would be required to be filed with the Commission as an exhibit to a registration statement (collectively, the “ Material Agreements ”) if the Company or any of the Subsidiaries were registering securities under the 1933 Act has previously been publicly filed with the Commission in the Commission Documents. Each of the Company and the Subsidiaries has in all material respects performed all the obligations required to be performed by it to date under the foregoing agreements, has received no notice of default, and is not in default under any Material Agreement now in effect the result of which would cause a Material Adverse Effect.

y. Transactions with Affiliates . Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements, or other continuing transactions between (a) the Company and any of the Subsidiaries on the one hand, and (b) any officer, employee, consultant, or director of the Company or any of the Subsidiaries, or any person owning more than 10% capital stock of the Company or any of the Subsidiaries, or any member of the immediate family of such officer, employee, consultant, director, or stockholder or any corporation or other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer, employee, consultant, director or stockholder on the other hand.

z. Private Placement and Solicitation . Assuming the accuracy of Buyer’s representations and warranties set forth in Section 2, no registration under the 1933 Act is required for the offer and sale of the Securities by the Company to Buyer as contemplated hereby. Based in part on the accuracy of the representations of Buyer in Section 2, and subject to timely applicable Form D filings pursuant to Regulation D of the Securities Act with the Commission and pursuant to applicable state securities laws, the offer, sale, and issuance of the Securities to be issued pursuant to and in conformity with the terms of this Agreement will be issued in compliance with all applicable federal and state securities laws. Neither the Company, the Subsidiaries, any of their respective affiliates, nor any person acting on behalf of any of them has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the Securities.

aa. Governmental Approvals . No authorization, consent, approval, license, exemption of, filing, or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution or delivery of the Securities or for the performance by the Company of its obligations under this Agreement.

bb. Employees . Neither the Company nor any of the Subsidiaries has any collective bargaining arrangements covering any of its employees. Since September 30, 2016, no officer, consultant, or key employee of the Company or any of the Subsidiaries whose termination, either individually or in the aggregate, would have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present intention of terminating his or her employment or engagement with the Company or any of the Subsidiaries.

4. COVENANTS .

a. Best Efforts . The parties will use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

b. Blue Sky Laws . The Company will, on or before the Closing Date, take such action as the Company reasonably determines is necessary to qualify the Securities for sale to Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification) and will provide evidence of any such action so taken to Buyer on or prior to the Closing Date.

c. Use of Proceeds . The Company will use the proceeds from the sale of the Securities for working capital purposes.

d. Securities Compliance . The Company will notify the Commission in accordance with its rules and regulations of the transactions contemplated by this Agreement and the Note, including filing a Form D with respect to the Securities, as required under Regulation D and applicable “blue sky” laws if such Securities are offered pursuant to Rule 506 of Regulation D and will take all other necessary action and proceedings as may be required and permitted by applicable law, rule, and regulation for the legal and valid issuance of the Securities to Buyer or subsequent holders.

e. Liquidation . Subject to the terms of the Agreement, the Company covenants that it will take such further action as Buyer may reasonably request, all to the extent required from time to time to enable Buyer to sell the Securities without registration under the 1933 Act within the limitation of the exemptions provided by Rule 144 promulgated under the 1933 Act.

f. Keeping of Records and Books of Account . The Company will keep, and cause each of the Subsidiaries to keep, adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and the Subsidiaries and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts, and other purposes in connection with its business will be made.

g. Other Agreements . The Company will not, and will cause the Subsidiaries not to, enter into any agreement the terms of which would restrict or impair the ability of the Company to perform its obligations under this Agreement.

h. Disposition of Assets . So long as the Note remains outstanding, neither the Company nor any of the Subsidiaries will sell, transfer, or otherwise dispose of any of its material properties, assets, and rights including, without limitation, its software and intellectual property, to any person except for (i) sales to customers in the ordinary course of business (ii) sales or transfers between the Company and the Subsidiaries (iii) disposition of obsolete or worn out equipment or (iv) otherwise with the prior written consent of the holders of a majority of the Note then outstanding.

i. Disclosure of Transaction . The Company will file with the Commission a Current Report on Form 8-K describing the material terms of the transactions contemplated hereby as soon as practicable after the Closing but in no event later than 5:30 P.M. (EDT) on the fourth Business Day following the Closing. “ Business Day ” means any day during which the NASDAQ (or other principal exchange) is open for trading.

j. Sarbanes-Oxley Act . The Company will comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

k. No Integrated Offerings . The Company will not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities under the 1933 Act.

l. Guaranty . Each of the Subsidiaries, jointly and severally, hereby absolutely, unconditionally, and irrevocably guarantee to Buyer, its successors, endorsees, transferees, and assigns the due and punctual performance and payment of all obligations under the Note owing to Buyer, its successors, endorsees, transferees, or assigns when due, all at the time and place and in the amount and manner prescribed in, and otherwise in accordance with, the Note, regardless of any defense, set-off, or counterclaim that the Company, the Subsidiaries, or any other person may have or assert, and regardless of whether or not Buyer or anyone on behalf of Buyer will have instituted any suit, action, or proceeding, exhausted its remedies, or taken any steps to enforce any rights against the Company or any other person to compel any such performance or observance or to collect all or part of any such amount, either pursuant to the provisions of the Note or at law or in equity and regardless of any other condition or contingency.

5. INDEMNITY .

a. General Indemnity . The Company agrees to indemnify and hold harmless Buyer from and against any and all losses, liabilities, deficiencies, costs, damages, and expenses (including, without limitation, reasonable attorneys’ fees, charges, and disbursements) incurred by Buyer as a result of any material breach of the material representations, warranties, or covenants made by the Company herein. Buyer agrees to indemnify and hold harmless the Company from and against any and all losses, liabilities, deficiencies, costs, damages, and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any breach of the representations, warranties, or covenants made by Buyer herein. The maximum aggregate liability of Buyer pursuant to its indemnification obligations under this Section 5 will not exceed $250,000. In no event will any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement.

b. Indemnification Procedure . Any party entitled to indemnification under this Section 5 (an “ Indemnified Party ”) will give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided , that the failure of any party entitled to indemnification hereunder to give notice as provided herein will not relieve the indemnifying party of its obligations under this Section 5 except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying party will be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the indemnifying party may exist with respect to such action, proceeding, or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle, or compromise, at its sole cost and expense, any action, proceeding, or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle, or otherwise compromise or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim, proceeding, or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement, or compromise of any such action, claim, or proceeding will be losses subject to indemnification hereunder. The Indemnified Party will cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and will furnish to the indemnifying party all information reasonably available to the Indemnified Party that relates to such action or claim. The indemnifying party will keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified Party will be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party will not be liable for any settlement of any action, claim, or proceeding effected without its prior written consent, provided , however , that the indemnifying party will be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Section 5 to the contrary, the indemnifying party will not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of any judgment in respect thereof that imposes any future obligation on the Indemnified Party or that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein are in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be subject to pursuant to the law.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL . The obligation of the Company hereunder to issue and sell the Securities to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

a. The representations and warranties of Buyer will be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and Buyer will have performed, satisfied, and complied in all material respects with the covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by Buyer at or prior to the Closing Date.

b. No litigation, statute, rule, regulation, executive order, decree, ruling, or injunction will have been enacted, entered, promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by this Agreement.

7. CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE . The obligation of Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion:

a. The Company has delivered to Buyer’s attorney the duly executed Note and the Shares in accordance with Section 1(c) above.

b. The representations and warranties of the Company are true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company will have performed, satisfied, and complied in all material respects with the covenants, agreements, and conditions required by this Agreement to be performed, satisfied, or complied with by the Company at or prior to the Closing Date.

c. No litigation, statute, rule, regulation, executive order, decree, ruling, or injunction has been enacted, entered, promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby that prohibits the consummation of any of the transactions contemplated by this Agreement.

d. No event has occurred that reasonably could be expected to have a Material Adverse Effect on the Company.

e. The Company has delivered to Buyer a secretary’s certificate, dated as of the Closing Date, certifying attached copies of (A) the Organizational Documents of the Company (B) the resolutions of the Company’s Board approving this Agreement and the transactions contemplated hereby; and (C) the incumbency of each authorized officer of the Company signing this Agreement and any other documents required to be executed or delivered in connection herewith and therewith.

f. The Company has delivered to Buyer a certificate of an executive officer of the Company, dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties, and covenants as of the Closing Date and confirming the compliance by the Company with the conditions precedent set forth in this Section 7 as of the Closing Date.

g. No stop order or suspension of trading has been imposed by the Commission or any other governmental or regulatory body having jurisdiction over the Company or the Trading Market(s) where the Common Stock is listed or quoted, with respect to public trading in the Common Stock.

h. Philip Beck has been appointed, and has accepted such appointment, as Chief Executive Officer and Chairman of the Board of Directors of the Company.

i. Substantially all of the outstanding debt of the Company has been repaid or converted into shares of Common Stock.

8. GOVERNING LAW; MISCELLANEOUS .

a. Governing Law . THIS AGREEMENT WILL BE ENFORCED, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

b. Venue . The courts in Allegheny County, Pennsylvania, state or federal, as appropriate, will have exclusive jurisdiction over any dispute between the Company (and/or any of the Subsidiaries) and Buyer arising out of this Agreement, and the Company and the Subsidiaries irrevocably consent to such jurisdiction. The Company and each of the Subsidiaries (i) further agree that any process in any such action may be served upon them, in addition to any other method of service permitted by law, by certified or registered mail, return receipt requested, or by an overnight courier service that obtains evidence of delivery, with the same force and effect as if personally served and (ii) waive any claim that the venue of any such court is not a convenient forum for any such action or that such court lacks in personam jurisdiction over them.

c. Fees and Expenses; Enforcement . IN ANY CIVIL ACTION ARISING UNDER THIS AGREEMENT, A PARTY THAT DOES NOT PREVAIL WILL BE RESPONSIBLE FOR THE REASONABLE FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE. THE PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUIT OR PROCEEDING ARISING FROM THIS AGREEMENT WILL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.

d. Knowledge of the Company . For purposes of this Agreement, unless otherwise expressly provided where the term is used, “knowledge” of the Company will be deemed to mean the actual knowledge of any director or officer of the Company, after due inquiry.

e. Survival . The terms of this Agreement will survive the Closing.

f. Counterparts; Signatures by Facsimile . This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which will constitute one and the same agreement and will become effective when counterparts have been signed by each party and delivered to the other party. Delivery to the Company will constitute delivery to each of the Subsidiaries. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

g. Headings . The headings of this Agreement are for convenience of reference only and do not form part of, or affect the interpretation of, this Agreement.

h. Severability . In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed inoperative to the extent that it conflicts therewith and will be deemed modified to conform with such statute or rule of law. Any provision hereof that is invalid or unenforceable under any applicable statute or rule of law will not affect the validity or enforceability of any other provision hereof, except to the extent that the intent and spirit of the Agreement is thereby compromised, in which event the Agreement will be deemed void ab initio.

i. Entire Agreement; Amendments . This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

j. Notices . Any notices required or permitted to be given under the terms of this Agreement will be sent by certified or registered mail (return receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and will be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party. The addresses for such communications will be:

If to the Company or any of the Subsidiaries, to:
	ID Global Solutions Corporation 160 East Brantley Drive
	Longwood, FL 32779
	Attention: Thomas R. Szoke
	Telephone: (407) 951-8640
	Facsimile:

With a copy to:	Fleming PLLC Attn: Stephen Fleming
	49 Front Street, Suite 206 Rockville Centre, NY 11570
	Telephone: (516) 833-5034
	Facsimile: (516) 977-1029

If to Buyer, to:	Theodore Stern One PPG Place
	Suite 2970 Pittsburgh, PA 15222-5419
	Telephone: (412) 263-3347
	Facsimile: (412) 904-1981
With a copy to:	Jonathan M. Stern 3 Scotch Mist Court Potomac, MD 20854-2929
	Telephone: (301) 529-3671

Each party will provide notice to the other party of any change in address.

k. Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither the Company nor Buyer will assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(e), above, Buyer may assign its rights hereunder to any person that purchases the Securities in a private transaction from a Buyer or to any of its “affiliates,” as that term is defined under the Exchange Act, without the consent of the Company.

l. Third Party Beneficiaries . This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

m. Signing Authority . Each person signing this Agreement represents and warrants that he or she is authorized to execute this Agreement on behalf of the corporation, trust, or other entity and that no other signatures are necessary.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the undersigned have caused this Agreement to be duly executed as of the date first above written.

ID GLOBAL SOLUTIONS CORPORATION

/s/Philip Beck

Name: Philip Beck

Title: CEO

FIN Holdings Inc.	Cards Plus Pty Ltd

By:/s/Thomas Szoke	By:/s/ Douglas Solomon
Name: Thomas Szoke	Name: Douglas Solomon
Title: CEO	Title: Director

ID Solutions Inc.	Innovation in Motion Inc.

By: /s/Douglas Solomon	By: /s/Thomas Szoke
Name: Douglas Solomon	Name: Thomas Szoke
Title: CEO	Title: Director/COO

MultiPay S.A.S.	IDGS LATAM S.A.S.

By: /s/Ricardo Galeano	By: /s/Ricardo Galeano
Name: Ricardo Galeano	Name: Ricardo Galeano
Title: General Manager	Title: General Manager

IDGS S.A.S.

By:/s/ Ricardo Galeano
Name: Ricardo Galeano
Title: General Managers

BUYER:

/s/ Theodore Stern

Theodore Stern, Trustee

SCHEDULES TO SECURITIES PURCHASE AGREEMENT

Schedule 3(h) – Disclosure

The Company has not filed its Form 10Q Quarterly Reports for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016. The Company is required to file a Form 8-K/A Current Report disclosing the Audited Financial Statements of Multipay, S.A.S. for the year ended December 31, 2014 and the related proforma financial information. The Company is required to file a Form 8-K/A Current Report disclosing Audited Financial Statements of Fin Holdings, Inc. for the year ended December 31, 2015 and 2014 and the related proforma financial information.

Schedule 3(i) Commission Documents

See Schedule 3(e).

Exhibit 4.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND IT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR STATE LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS; AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL AS TO THE AVAILABILITY OF SUCH EXEMPTION.

$3,000,000.00

Longwood, Florida

Date: February 1, 2017

ID Global Solutions Corporation

UNSECURED PROMISSORY NOTE DUE JANUARY 31, 2019

FOR VALUE RECEIVED, ID GLOBAL SOLUTIONS CORPORATION, a Delaware corporation (the “Company”), hereby promises to pay to the order of THEODORE STERN, TRUSTEE, THEODORE STERN REVOCABLE TRUST or any subsequent holder of this Note (“Holder”) the principal amount of THREE MILLION dollars ($3,000,000) on January 31, 2019 (“Maturity Date”) or earlier as hereinafter provided. Interest on the outstanding principal balance will be paid at maturity at the rate of ten percent (10%) per annum compounded annually. Interest will be computed on the basis of a 360-day year, using the number of days actually elapsed. The Company will notify Holder in writing of its intent to pay any interest in cash at least three (3) business days prior to such payment date (the “Payment Date”). Holder, until one (1) day prior to the Payment Date, by written notice may require the Company convert such interest into shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), by dividing the amount of interest to be paid by $0.20 per share (the “Interest Shares”). The Company will deliver a certificate representing the Interest Shares to Holder within ten (10) business days of Holder’s election to convert such interest into shares of Common Stock.

ARTICLE 1.

Events of Default and Acceleration

(a) Events of Default Defined . The entire unpaid principal amount of this Note and all accrued but unpaid interest will become and be due and payable if any one or more the following events (“Events of Default”) occurs (for any reason whatsoever and whether such event is voluntary or involuntary, by operation of law, entry of a judgment, decree, or order of any court, or by any order, rule or regulation of any administrative or governmental body):

(i) The Company fails to pay the Holder any amount due on this Note when and as the same becomes due and such failure continues for a period of five (5) days after such payment is due;

(ii) The Company consents to the appointment of a receiver, trustee, or liquidator of itself or of a substantial part of its property;

(iii) The Company admits in writing its inability generally to pay its debts as they become due;

(iv) The Company makes a general assignment for the benefit of creditors;

(v) The Company files a voluntary petition in bankruptcy, an answer seeking reorganization in a proceeding under any bankruptcy law (as now or hereafter in effect), or an answer admitting the material allegations of a petition filed against the Company in any such proceeding;

(vi) The Company, by voluntary petition, answer, or consent, seeks relief under the provisions of any other now existing or future bankruptcy or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its creditors;

(vii) The Company, in a petition in bankruptcy filed against it, is adjudicated a bankrupt;

(viii) The Company, its directors, or a majority of its stockholders vote to dissolve or liquidate the Company;

(ix) An involuntary petition seeking relief against the Company under any now existing or future bankruptcy, insolvency, or other similar law providing for the reorganization or winding up of corporations, or an arrangement, composition, extension or adjustment with its or their creditors is filed against the Company and such petition is not stayed, vacated, or set aside within ninety (90) days from the filing thereof;

(x) A court of competent jurisdiction enters an order, judgment, or decree appointing a receiver, trustee, or liquidator of the Company or of all or any substantial part of the property of the Company; approving a petition seeking a reorganization or winding up of the Company under the Federal bankruptcy laws or any other law or statute of the United States of America or any State thereof; or sequestering any substantial part of the property of the Company; and such order, judgment or decree is not stayed, vacated, or set aside within ninety (90) days from the date of the entry thereof;

(xi) Except with the written consent of Holder, Philip Beck ceases for any reason to be the Chairman and Chief Executive Officer of the Company; or

(xii) The Company incurs guarantees, assumes, or suffers to exist any indebtedness other than that permitted by Article 2(b), below.

(b) Rights of the Holder . Nothing in this Note will be construed to modify, amend, or limit in any way the right of the Holder to bring an action against the Company.

(c) Holder’s Expenses . Upon the occurrence of an Event of Default, the Company will promptly reimburse Holder for the payment of all reasonable expenses, including but not limited to attorneys’ fees, incurred by Holder in connection with the enforcement of its rights under this Note. In the absence of prompt reimbursement, all such amounts will be added to the unpaid principal on the Note.

ARTICLE 2.

Miscellaneous

(a) Prepayments and Partial Payments; Mandatory Prepayment . The Company may prepay this Note in whole or in part at anytime; provided, that any partial payment of principal must be accompanied by payment of all accrued interest to the date of prepayment. The Company is required to prepay all outstanding principal and accrued but unpaid interest on this Note upon the Company (including any of its subsidiaries) closing on financing that, individually or collectively, generates gross proceeds equal to or in excess of $15,000,000.

(b) Other Indebtedness . Unless the Holder gives prior written consent, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any indebtedness other than (i) the indebtedness evidenced by this Note, (ii) indebtedness incurred in the ordinary course of business that does not in the aggregate exceed $100,000, (iii) trade payables incurred in the ordinary course of business, or (iv) the indebtedness outstanding as of the date hereof.

(c) Transferability . This Note may be transferred only by a transaction exempt from registration pursuant to the 1933 Act and applicable state securities law. The Holder will promptly provide its name and address to the Company.

(d) WAIVER OF TRIAL BY JURY . IN ANY LEGAL PROCEEDING TO ENFORCE PAYMENT OF THIS NOTE, THE COMPANY WAIVES TRIAL BY JURY.

(e) Usury Saving Provision . The Company will not be obligated or required at any time to pay interest at a rate that would subject Holder to either civil or criminal liability as a result of the interest rate being in excess of an applicable legal maximum. If, by the terms of this Note, the Company is at any time required or obligated to pay interest at a rate in excess of such maximum, the applicable rate of interest will be deemed to be adjusted to the maximum level permissible under such applicable law, and, if prior payments of interest have exceeded the legal maximum, that portion of prior interest payments in excess of such maximum will be deemed applied as payments in reduction of principal.

(f) Notices . Notice will be given by hand delivery, certified or registered mail (with return receipt requested), overnight courier service that provides evidence of delivery, or by telecopier if confirmation of receipt is given or if confirmation of transmission is sent as herein provided. Notice to the Company will be given to the Company at its principal executive offices, presently located at 160 East Lake Brantley Drive, Longwood, FL 32779, telecopier (407) 951-8634, attention of CEO, or to such other address or person as the Company may, from time to time, advise Holder in writing. Notice to Holder will be given to Theodore Stern at One PPG Place, Suite 2970, Pittsburgh, PA 15222-5419, telecopier (412-904-1981) with copy by email to Jonathan Stern at jon@BomoseenAM.com or to such other address or person as Holder may, from time to time, advise the Company in writing.

(g) Governing Law . This Note will be governed by the laws of the Commonwealth of Pennsylvania applicable to agreements executed and to be performed wholly within such Commonwealth.

(h) Venue . The courts in Allegheny County, Pennsylvania, state or federal, as appropriate, will have exclusive jurisdiction over any dispute between the Company and Holder arising out of this Note, and the Company irrevocably consents to such jurisdiction. The Company (i) further agrees that any process in any such action may be served upon it, in addition to any other method of service permitted by law, by certified or registered mail, return receipt requested, or by an overnight courier service that obtains evidence of delivery, with the same force and effect as if personally served and (ii) waives any claim that the venue of any such court is not a convenient forum for any such action or that such court lacks in personam jurisdiction over the Company.

(i) Expenses . In the event Holder commences a legal proceeding to enforce its rights under this Note, the Company will pay all reasonable fees and expenses incurred by the Holder with respect thereto (including but not limited to attorneys’ fees) if Holder substantially prevails in such action.

IN WITNESS WHEREOF, the Company has executed this Note as of the date and year first aforesaid.

	ID GLOBAL SOLUTIONS CORPORATION

	By: /s/ Philip D. Beck
	Name: Philip D. Beck
	Title: Chief Executive Officer

Exhibit 4.3

ID GLOBAL SOLUTIONS CORPORATION

STOCK OPTION AGREEMENT

This Stock Option Agreement (" Agreement ") is made and entered into as of the date set forth below, by and between ID GLOBAL SOLUTIONS CORPORATION, a Delaware corporation (the " Company "), and the following employee of the Company (herein, the " Optionee "):

In consideration of the covenants herein set forth, the parties hereto agree as follows:

1. Option Information.

(a)	Date of Option:	January 31, 2017
(b)	Optionee:	Philip D. Beck
(c)	Number of Shares:	15,000,000
(d)	Exercise Price:	$0.10 per share

2. Acknowledgements.

(a) Optionee is an employee and executive officer of the Company;

(b) The Board of Directors (the “ Board ”) has authorized the granting to Optionee of a stock option (" Option ") to purchase shares of common stock having a par value of $0.0001 per share of the Company (" Stock ") upon the terms and conditions hereinafter stated and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the " Securities Act ") provided by Rule 701 and Section 4(a)(2) thereunder.

(c) Concurrent with the issuance of this Option, the Company is engaging in a private placement of its shares of common stock with third party investors under Regulation D Rule 506 as promulgated under the Securities Act of 1933, as amended, whereby the Company issued shares of common stock at a per share purchase price of $0.10 per share.

3. Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the number of shares of Stock set forth in Section 1(c) above (the " Shares ") for cash, or pursuant to a Cashless Exercise (as defined below) at the price per Share set forth in Section 1(d) above (the " Exercise Price ").

4. Term of Option. This Option shall expire, and all rights hereunder to purchase the Shares, shall terminate ten (10) years from the date hereof. Vesting under this Option shall earlier terminate pursuant to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee's employment if such termination occurs prior to the end of such ten (10) year period, subject to the terms of any retention or other employment agreement, which may have been or may be entered into by the Company with the Optionee, which shall prevail in the event of any conflict with the provisions of this Agreement. Nothing contained herein shall confer upon Optionee the right to the continuation of his or her employment by or office with the Company or to interfere with the right of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.

5. Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall vest with respect to (i) one-third of the Shares upon the one year anniversary of the date hereof and (ii) in 24 equal tranches commencing on the one-year anniversary of the date hereof.

6. Exercise. This Option may be exercised during the Term of this Option by delivery to the Company of (a) written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix A , (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration as has been approved by the Board of Directors) and (c) a written investment representation as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. Market Price is defined as the average closing price on the principal trading market for the Common Stock during the thirty (30) trading days immediately preceding the exercise date. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution.

7. Termination of Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by his or her death, (a) vesting of the Shares pursuant to Section 5 shall immediately cease; and (b) Optionee (or if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three (3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination of employment and had not previously been exercised; provided, however: if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6) months;

8. Death of Optionee. If the Optionee shall die while in the employ of the Company, (a) vesting of the Shares pursuant to Section 5 shall immediately cease; and (b) Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.

9. No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except as provided in Section 10 hereof.

10. Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend.

11. Taxation upon Exercise of Option.

(a)

Optionee understands that, upon exercise of this Option, Optionee will become liable for Federal, state, local or foreign income taxes, based on the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the Exercise Price.

(b)

If the Company, in its discretion, determines that it is obligated to withhold any taxes in connection with the exercise of the Option, the Optionee must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state, local or foreign withholding obligations of the Company. The Optionee may satisfy any federal, state, local or foreign tax withholding obligation relating to the exercise of the Option by any of the means set forth in Section 6, or the Company has the right to withhold Taxes from any compensation payable to Optionee.

(c)

Notwithstanding any action the Company takes with respect to any or all taxes, the ultimate liability for all taxes is and remains the Optionee's responsibility and the Company (a) makes no representation or undertakings regarding the calculation or treatment of any taxes in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any Shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Optionee's liability for any taxes.

12. Modification, Extension and Renewal of Options. The Board may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised). Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee hereunder.

13. Investment Intent; Restrictions on Transfer.

(a) Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee shall furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.

(b) Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information.

(c) Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been or may be placed with the Company's transfer agent.

14. Notices. Any notice required to be given pursuant to this Option shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.

15. This Option has been granted, executed and delivered in the State of New York, and the interpretation and enforcement shall be governed by the laws thereof and subject to the exclusive jurisdiction of the courts therein.

In Witness Whereof , the parties hereto have executed this Option as of the date first above written.

COMPANY:	ID GLOBAL SOLUTIONS CORPORATION ,
	a Delaware corporation

	By:	/s/ Stuart Stoller
	Name:	Stuart Stoller
	Title:	CFO

OPTIONEE:	PHILIP D. BECK

	/s/Philip D. Beck

Appendix A

NOTICE OF EXERCISE

ID GLOBAL SOLUTIONS CORPORATION

_________________

Re: Stock Option

1) Notice is hereby given pursuant to Section 6 of my Stock Option Agreement that I elect to purchase the number of shares set forth below at the exercise price set forth in my option agreement:

Stock Option Agreement dated: ______________

Number of shares being purchased: ____________

Exercise Price: $____________

A check in the amount of the aggregate price of the shares being purchased is attached.

2) I elect a cashless exercise pursuant to Section 6 of my Stock Option Agreement. The Market Price as of _______ was $_______.

I hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or any applicable federal or state securities laws.

I understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.

	By:
		( signature )
	Name:

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Exhibit 10.1

EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (the “ Agreement ”) is made and entered into as of January 31, 2017 by and between ID GLOBAL SOLUTIONS CORPORATION, a Delaware corporation (the “ Company ”), and PHILIP D. BECK (the “ Executive ”).

Recitals:

WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to encourage the Executive to continue to devote the Executive’s full attention and dedication to the success of the Company, and to provide specified compensation and benefits to the Executive in the event of a Termination Upon Change of Control or certain other terminations pursuant to the terms of this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

PURPOSE AND TERM

The purpose of this Agreement is to provide specified compensation and benefits to the Executive in the event of (i) a Termination Upon Change of Control or (ii) an Involuntary Termination. Subject to the terms of any applicable written employment agreement between Company and the Executive (as to which Executive acknowledges no other such agreement exists as of the date hereof), either the Executive or Company may terminate the Executive’s employment at any time for any reason, with or without notice. The term of this Agreement shall be the period from the date set forth above until Executive’s employment is terminated for any reason or this Agreement is terminated by mutual agreement of the parties.

COMPENSATION AND TERMINATION GENERALLY

2.1 Compensation . The Executive’s current base salary of $350,000 per annum shall remain in place, but shall be subject to periodic review and modification by the Company’s Board of Directors (the “ Board ”) as may be delegated to the Remuneration Committee of the Board (references herein to the Remuneration Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Remuneration Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation, stock options or other forms of equity awards).

2.2 Termination of Employment Generally . In the event the Executive’s employment with the Company terminates for any reason whatsoever, including death and disability, the Executive shall be entitled to the benefits described in this Section 2.2.

2.2.1 Accrued Salary and Vacation . All salary and accrued vacation earned through the Termination Date shall be paid to Executive on such date.

2.2.2 Accrued Bonus Payment . The Executive shall receive a lump sum payment of any actual bonus amount to the extent that all the conditions for payment of such bonus have been satisfied and any such bonus was earned and is unpaid on the Termination Date.

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2.2.3 Expense Reimbursement . Within ten (10) days following submission to the Company of proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses incurred by the Executive, consistent with the Company’s expense reimbursement policy in effect prior to the incurring of each such expense, in connection with the business of the Company prior to the Termination Date.

2.2.4 Equity Compensation . The period during which the Executive may exercise any rights (“ Exercise Period ”) under any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any under any equity incentive plan or agreement (the “ Company Plans ”) shall be extended so as to expire on the last day of the term applicable to such stock option.

TERMINATION UPON CHANGE OF CONTROL

3.1 Severance Payment . In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive an amount equal to 1.5 times the amount set forth in Section 4.1 which shall be paid according to the following schedule: (i) a lump sum payment equal to one-half of such amount shall be payable within ten (10) days following the Termination Date, and (ii) one-third of the balance of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive, within ten (10) days following the Termination Upon Change of Control, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15 ^th , then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked).

3.2 Equity Compensation Acceleration . Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of all then outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plan s shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Termination Upon Change of Control.

3.3 COBRA . If the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee insurance coverage for the employee only as in effect immediately prior to the Executive’s Termination Upon Change of Control for a period of twelve (12) months following such Termination Upon Change of Control. The date of the “qualifying event” for the Executive and any dependents shall be the Termination Date.

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3.4 Indemnification . In the event of the Executive’s Termination Upon Change of Control, (a) the Company shall continue to indemnify the Executive against all claims related to actions arising prior to the termination of the Executive’s employment to the fullest extent permitted by law, and (b) if the Executive was covered by the Company’s directors’ and officers’ insurance policy, or an equivalent thereto, (the “ D&O Insurance Policy ”) immediately prior to the Change of Control, the Company or its Successor shall continue to provide coverage under a D&O Insurance Policy for not less than twenty-four (24) months following the Executive’s Termination Upon Change of Control on substantially the same terms of the D&O Insurance Policy in effect immediately prior to the Change of Control.

INVOLUNTARY TERMINATION

4.1 Severance Payment . In the event of the Executive’s Involuntary Termination, at any time after the date hereof the Executive shall be entitled to receive an amount equal to twelve (12) months of the Executive’s Base Salary which shall be paid according to the following schedule: (i) a lump sum payment equal to one-fourth of such amount shall be payable within ten (10) days following the Termination Date, and (ii) one-fourth of such amount shall be payable within ten (10) days of each of the three-month, six-month and nine-month anniversaries of the Termination Date (and in each case no interest shall accrue on such amount); provided, however, that if Section 409A of the Code would otherwise apply to such cash severance payment, it instead shall be paid at such time as permitted by Section 409A of the Code. In addition to the foregoing severance payment, in the event of the Executive’s Involuntary Termination, the Executive shall be entitled to receive, within ten (10) days following the Executive’s Involuntary Termination, a lump sum payment equal to one hundred percent (100%) of (a) any actual bonus amount earned with respect to a previous year to the extent that all the conditions for payment of such bonus have been satisfied (excluding any requirement to be in employment with the Company as of a given date which is after the Termination Date) and any such bonus was earned but is unpaid on the Termination Date; and (b) the target bonus then in effect for the Executive for the year in which such termination occurs, such payment to be prorated to reflect the full number of months the Executive remained in the employ of the Company; provided, however, that if Section 409A of the Code would otherwise apply to such cash payment, it instead shall be paid at such time as permitted by Section 409A of the Code. To illustrate, if the Executive’s target bonus at 100% equals $120,000 for the calendar year and the Executive is terminated on October 15 ^th , then the foregoing payment shall equal $100,000 (i.e., ten (10) months’ prorated bonus at one hundred percent (100%) with October counting as a full month worked). For the avoidance of doubt, this section shall not apply to the bonuses referenced in Executive’s Employment Offer Letter dated as of January 31, 2017.

4.2 Equity Compensation Acceleration . Upon the Executive’s Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options and in the case of Involuntary Termination by Executive for a Good Reason pursuant to Section 6.7 (f) below, all outstanding shares of restricted stock (but in all other cases this section shall not apply to shares of restricted stock which are subject to a milestone bonus referenced in Executive’s Employment Offer Letter dated as of January 31, 2017) (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Involuntary Termination.

4.3 COBRA . In the event of the Executive’s Involuntary Termination, at any time after the date hereof, if the Executive timely elects coverage under the Consolidated Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall continue to provide to the Executive, at the Company’s expense, the Company’s health-related employee insurance coverage for the employee only as in effect immediately prior to the Executive’s Involuntary Termination for a period of twelve (12) months following such Involuntary Termination. The date of the “qualifying event” for the Executive and any dependents shall be the Termination Date.

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4.4 Indemnification . In the event of the Executive’s Involuntary Termination, (a) the Company shall continue to indemnify the Executive against all claims related to actions arising prior to the Termination Date to the fullest extent permitted by law, and (b) if the Executive was covered by the D&O Insurance Policy immediately prior to the Termination Date, the Company shall continue to provide coverage under a D&O Insurance Policy for not less than twenty-four (24) months following the Executive’s Involuntary Termination on substantially the same terms of the D&O Insurance Policy in effect immediately prior to the Termination Date.

FEDERAL EXCISE TAX UNDER SECTION 280G

5.1 Excise Tax . If (a) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (b) the Executive thereby would be subject to any United States federal excise tax due to that characterization, then if Executive would thereby be in a better after-tax position, the Company may elect, in the Company’s sole discretion, to reduce the amounts payable under this Agreement or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable, in order to avoid any “excess parachute payment” under Section 280G(b)(1) of the Code.

5.2 Calculation by Independent Public Accountants . Unless the Company and the Executive otherwise agree in writing, any calculation of the amount of any excess parachute payments payable by the Executive shall be made in writing by the Company’s independent public accountants (the “ Accountants ”) whose conclusion shall be final and binding on the parties. For purposes of making such calculations, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make the required calculations. The Company shall bear all fees and expenses the Accountants may charge in connection with these services, but the engagement of the Accountants for this purpose shall be pursuant to an agreement between the Executive and the Accountants.

DEFINITIONS

6.1 Capitalized Terms Defined . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context clearly requires a different meaning.

6.2 “ Base Salary ” means the greater of (a) if applicable, the monthly salary of the Executive in effect immediately prior to the Change of Control, or (b) the monthly salary of the Executive in effect immediately prior to the Termination Date.

6.3 “ Cause ” means:

(a)

the Executive willfully failed to follow the lawful written directions of the Board of Directors of the Company or Executive’s immediate superior; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice, specifying such willful failure in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such willful failure within thirty (30) days of receiving such notice;

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(b)

the Executive engaged in gross misconduct, or gross incompetence which is materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice, specifying such gross misconduct or gross incompetence in reasonable detail, of the Company’s intention to terminate the Executive for Cause; and (ii) has failed to cure or correct such gross misconduct within thirty (30) days of receiving such notice;

(c)

the Executive willfully failed to comply in any material respect with the Employee Invention Assignment & Confidentiality Agreement, the Company’s share dealing code, the Employee’s non-competition agreement or any other reasonable policies of the Company where non-compliance would be materially detrimental to the Company; provided that no termination for such Cause shall occur unless the Executive: (i) has been provided with notice of the Company’s intention to terminate the Executive for such Cause, and (ii) has failed to cure or correct such willful failure within thirty (30) days of receiving such notice, provided that such notice and cure period requirements shall not apply in the event that such non-compliance is of a nature that it is unable to be remedied; or

(d)

is convicted of a felony or crime involving moral turpitude (excluding drunk driving unless combined with other aggravating circumstances or offenses) or commission of a fraud which the Company reasonably believes would reflect adversely on the Company.

6.4

“ Change of Control ” means:

(a)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing fifty (50%) percent or more of (i) the outstanding shares of common stock of the Company, or (ii) the combined voting power of the Company’s outstanding securities;

(b)

the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly, at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(c)

the sale or disposition of all or substantially all of the Company’s assets, or consummation of any transaction, or series of related transactions, having similar effect (other than to a subsidiary of the Company);

(d)

a change in the composition of the Board within any consecutive two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (i) were directors of the Company as of the effective date of this Agreement, or (ii) are elected, or nominated for election, to the Board with the affirmative votes of a least a majority of those directors whose election or nomination was not in connection with an actual or threatened proxy contest related to the election of directors to the Company; or

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(e)

the dissolution or liquidation of the Company.

6.5 “ Company ” shall mean ID Global Solutions Corporation and, following a Change of Control, any Successor.

6.6 “ Involuntary Termination ” means:

(a)

any termination without Cause of the employment of the Executive by the Company; or

(b)

any resignation by Executive for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason.

Notwithstanding the foregoing, the term “Involuntary Termination” shall not include any termination of the employment of the Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; (4) that occurs within the period of time to qualify as a “Termination Upon Change of Control”; or (5) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.

6.7 “ Good Reason ” means the occurrence of any of the following conditions, without the Executive’s written consent:

(a)

Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.

(b)

The assignment to the Executive of a title, position, responsibilities or duties that is not a “Substantive Functional Equivalent” to the title, position, responsibilities or duties which the Executive had immediately prior to such assignment (including, as relevant, immediately prior to the public announcement of the Change of Control).

(c)

A reduction in the Executive’s Base Salary or, if applicable, target bonus opportunity (subject to applicable performance requirements with respect to the actual amount of bonus compensation earned similar to the applicable performance requirements currently in effect), and in the event of a Change of Control, as compared to Executive’s Base Salary and target bonus opportunity in effect immediately prior to the public announcement of the Change of Control; provided, however, that this clause (c) shall not apply in the event of a reduction in the Executive’s Base Salary or, if applicable, target bonus opportunity as part of a Company-wide or executive team-wide cost-cutting measure or Company-wide or executive team-wide cutback as a result of overall Company performance.

(d)

The failure of the Company (i) to continue to provide the Executive an opportunity to participate in any benefit or compensation plans provided to employees who hold positions with the Company comparable to the Executive’s position, (ii) to provide the Executive all other fringe benefits (or the equivalent) in effect for the benefit of any employee group which includes any employee who hold a position with the Company comparable to the Executive’s position, where in the event of a Change of Control, such comparison shall be made relative to the time immediately prior to the public announcement of such Change of Control); or (iii) continue to provide director’s and officers’ insurance.

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(e)

A material breach of this Agreement by the Company, including, in the event of a Change of Control, failure of the Company to obtain the consent of a Successor to perform all of the obligations of the Company under this Agreement.

(f)

The removal of, or failure to re-nominate or re-elect the Executive as a director of the Company, or as Chairman of the Board, or the appointment of, removal of or failure to re-nominate or re-elect any other person as a director of the Company over the objection of the Executive.

The Executive must first give the Company an opportunity to cure any of the foregoing within thirty (30) days following delivery to the Company of a written explanation specifying the specific basis for Executive’s belief that Executive is entitled to terminate employment for Good Reason, and Executive terminates employment with the Company not later than (30) days following the Company’s failure to cure.

6.8

“ Permanent Disability ” means that:

(a)

the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;

(b)

such total incapacity shall have continued for a period of six consecutive months; and

(c)

such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.

6.9

“ Substantive Functional Equivalent ” means that the Executive’s position must:

(a)

be in a substantive area of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied immediately prior;

(b)

allow the Executive to serve in a role and perform duties functionally equivalent to those performed immediately prior; and

(c)

not otherwise constitute a material, adverse change in authority, title, status, responsibilities or duties from those of the Executive immediately prior, causing the Executive to be of materially lesser rank or responsibility, including requiring the Executive to report to a person other than the Board.

6.10 “ Successor ” means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.

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6.11 “ Termination Date ” means the date of the termination of the Executive’s employment with the Company.

6.12

“ Termination Upon Change of Control ” means:

(a)

any termination of the employment of the Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company’s stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months following the Change of Control; or

(b)

any resignation by Executive for Good Reason where (i) such Good Reason occurs during the period commencing on or after the date that the Company first publicly announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company’s stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months following the Change of Control, and (ii) such resignation occurs at or after such Change in Control and in any event within six (6) months following the occurrence of such Good Reason.

Notwithstanding the foregoing, the term “Termination Upon Change of Control” shall not include any termination of the employment of the Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason.

EXCLUSIVE REMEDY

7.1 No Other Benefits Payable . The Executive shall be entitled to no other termination, severance or change of control compensation, benefits, or other payments from the Company as a result of any termination with respect to which the payments and benefits described in Section 2 have been provided to the Executive, except as expressly set forth in this Agreement.

7.2 No Limitation of Regular Benefit Plans . Except as may be provided elsewhere in this Agreement, this Agreement is not intended to and shall not affect, limit or terminate any plans, programs or arrangements of the Company that are regularly made available to a significant number of employees or officers of the Company, including, without limitation, the Company’s stock option plans.

7.3 Release of Claims . The payment of the benefits described in Sections 3 and 4 of this Agreement is conditioned upon the delivery by the Executive to the Company of a signed and effective general release of claims as provided by the Company; provided, however, that the Executive shall not be required to release any rights the Executive may have to be indemnified by the Company or as otherwise provided under this Agreement.

7.4 Noncumulation of Benefits . The Executive may not cumulate cash severance payments, stock option vesting and exercisability and restricted stock vesting under this Agreement, any other written agreement with the Company and/or another plan or policy of the Company. If the Executive has any other binding written agreement with the Company which provides that, upon a Change of Control or Termination Upon a Change of Control or Involuntary Termination, the Executive shall receive termination, severance or similar benefits, then no benefits shall be received by Executive under this Agreement unless, prior to payment or receipt of benefits under this Agreement, the Executive waives Executive’s rights to all such other benefits, in which case this Agreement shall supersede any such written agreement with respect to such other benefits.

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NON-COMPETE; PROPRIETARY AND CONFIDENTIAL INFORMATION

During the term of this Agreement and following any termination of employment, Executive agrees to continue to abide by the terms and conditions of each of the non-competition agreement (during the term of such Agreement) and the Employee Invention Assignment & Confidentiality Agreement between the Executive and the Company.

ARBITRATION

9.1 Disputes Subject to Arbitration . Any claim, dispute or controversy arising out of this Agreement (other than claims relating to misuse or misappropriation of the intellectual property of the Company), the interpretation, validity or enforceability of this Agreement or the alleged breach thereof shall be submitted by the parties to binding arbitration by a sole arbitrator under the rules of the American Arbitration Association; provided, however, that (a) the arbitrator shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon the Executive or any third party; and (b) this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company’s intellectual property. Judgment may be entered on the award of the arbitrator in any court having jurisdiction.

9.2 Costs of Arbitration . All costs of arbitration, including reasonable attorney’s fees of the Executive, will be borne by the Company, except that if the Executive initiates arbitration and the arbitrator finds the Executive’s claims to be frivolous the Executive shall be responsible for his own costs and attorneys fees.

9.3 Site of Arbitration . The site of the arbitration proceeding shall be in New York City, New York.

10.

NOTICES

For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention: The Board of Directors, at the Company’s offices at 780 Long Beach Boulevard, Long Beach, NY 11561 USA and, (b) if to the Executive, at the address indicated below or such other address specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which shall be effective upon receipt.

12.

MISCELLANEOUS PROVISIONS

12.1 Heirs and Representatives of the Executive; Successors and Assigns of the Company . This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devises and legatees. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Company.

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12.2 Amendment and Waiver . No provision of this Agreement shall be modified, amended, waived or discharged unless the modification, amendment, waiver or discharge is agreed to in writing, specifying such modification, amendment, waiver or discharge, and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

12.3 Withholding Taxes . All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld by applicable law.

12.4 Severability . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

12.5 Choice of Law . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York, without regard to where the Executive has his residence or principal office or where he performs his duties hereunder.

12.6 No Duty to Mitigate . The Executive is not required to seek alternative employment following termination, and payments called for under this Agreement will not be reduced by earnings from any other source.

12.7. Section 409A of the Code . To the extent (a) any payments or benefits to which Employee becomes entitled under this Agreement, or under any agreement or plan referenced herein, in connection with Employee’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code and (b) Employee is deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Employee’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of Employee’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Employee, including (without limitation) the additional twenty percent (20%) tax for which Employee would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Employee or Employee’s beneficiary in one lump sum (without interest). Any termination of Employee’s employment is intended to constitute a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Code Section 409A (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”).

12.8 Entire Agreement . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied).

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT FOLLOWS]

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In Witness Whereof , each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.

	Executive

	/s/Philip D. Beck

	PHILIP D. BECK

	ID Global Solutions Corporation

	By:/s/Stuart P. Stoller

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT]

Exhibit 10.2

EXECUTIVE RETENTION AGREEMENT

Recitals:

WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes; and

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

PURPOSE AND TERM

COMPENSATION AND TERMINATION GENERALLY

2.1 Compensation . The Executive’s current base salary of $250,000 per annum shall remain in place, but shall be subject to periodic review and modification by the Company’s Board of Directors (the “ Board ”) as may be delegated to the Remuneration Committee of the Board (references herein to the Remuneration Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Remuneration Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation, stock options or other forms of equity awards).

2.2.1 Accrued Salary and Vacation . All salary and accrued vacation earned through the Termination Date shall be paid to Executive on such date.

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2.2.4 Equity Compensation . The period during which the Executive may exercise any rights (“ Exercise Period ”)under any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any under any equity incentive plan or agreement (the “ Company Plans ”) shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the Termination Date.

TERMINATION UPON CHANGE OF CONTROL

3.2 Equity Compensation Acceleration . Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of all then outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Termination Upon Change of Control.

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INVOLUNTARY TERMINATION

4.2 Equity Compensation Acceleration & Termination . Upon the Executive’s Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options, all outstanding shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Involuntary Termination.

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FEDERAL EXCISE TAX UNDER SECTION 280G

DEFINITIONS

6.1 Capitalized Terms Defined . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context clearly requires a different meaning.

6.3 “ Cause ” means:

(a)

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(b)

(c)

(d)

6.4 “ Change of Control ” means:

(a)

(b)

(c)

(d)

- 5 -

(e)

the dissolution or liquidation of the Company.

6.5 “ Company ” shall mean ID Global Solutions Corporation and, following a Change of Control, any Successor.

6.6 “ Involuntary Termination ” means:

(a)

any termination without Cause of the employment of the Executive by the Company; or

(b)

any resignation by Executive for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason.

6.7 “ Good Reason ” means the occurrence of any of the following conditions, without the Executive’s written consent:

(a)

Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.

(b)

(c)

(d)

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(e)

6.8 “ Permanent Disability ” means that:

(a)

the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;

(b)

such total incapacity shall have continued for a period of six consecutive months; and

(c)

such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.

6.9 “ Substantive Functional Equivalent ” means that the Executive’s position must:

(a)

be in a substantive area of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied immediately prior;

(b)

allow the Executive to serve in a role and perform duties functionally equivalent to those performed immediately prior; and

(c)

6.10 “ Successor ” means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.

6.11 “ Termination Date ” means the date of the termination of the Executive’s employment with the Company.

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6.12 “ Termination Upon Change of Control ” means:

(a)

(b)

EXCLUSIVE REMEDY

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NON-COMPETE; PROPRIETARY AND CONFIDENTIAL INFORMATION

ARBITRATION

9.3 Site of Arbitration . The site of the arbitration proceeding shall be in New York City, New York.

10.

NOTICES

For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention: Chief Executive Officer, at the Company’s offices at 780 Long Beach Boulevard, Long Beach, NY 11561 USA and, (b) if to the Executive, at the address indicated below or such other address specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which shall be effective upon receipt.

12.

MISCELLANEOUS PROVISIONS

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12.3 Withholding Taxes . All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld by applicable law.

12.8 Entire Agreement . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied).

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT FOLLOWS]

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In Witness Whereof , each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.

	Executive

	/s/ Thomas Szoke

	THOMAS SZOKE

	ID Global Solutions Corporation

	By:	/s/ Philip D. Beck
		Philip D. Beck, CEO

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT]

Exhibit 10.3

EXECUTIVE RETENTION AGREEMENT

Recitals:

WHEREAS, the Executive is a key employee of the Company who possesses valuable proprietary knowledge of the Company, its business and operations and the markets in which the Company competes; and

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

PURPOSE AND TERM

COMPENSATION AND TERMINATION GENERALLY

2.1 Compensation . The Executive’s current base salary of $225,000 per annum shall remain in place, but shall be subject to periodic review and modification by the Company’s Board of Directors (the “ Board ”) as may be delegated to the Remuneration Committee of the Board (references herein to the Remuneration Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Remuneration Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation, stock options or other forms of equity awards).

2.2.1 Accrued Salary and Vacation . All salary and accrued vacation earned through the Termination Date shall be paid to Executive on such date.

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2.2.4 Equity Compensation . The period during which the Executive may exercise any rights (“ Exercise Period ”)under any outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any under any equity incentive plan or agreement (the “ Company Plans ”) shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the Termination Date.

TERMINATION UPON CHANGE OF CONTROL

3.2 Equity Compensation Acceleration . Upon the Executive’s Termination Upon Change of Control, the vesting and exercisability of all then outstanding stock options and shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) granted to the Executive under any Company Plans shall be accelerated as to 100% of the shares subject to any such equity awards granted to the Executive. In addition, the Exercise Period under the Company Plans for the purposes of the Executive’s stock options granted under the Company Plans shall be extended so as to expire on the last day of the term applicable to such stock option, as measured from the date of Termination Upon Change of Control.

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INVOLUNTARY TERMINATION

- 3 -

FEDERAL EXCISE TAX UNDER SECTION 280G

DEFINITIONS

6.1 Capitalized Terms Defined . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 4, unless the context clearly requires a different meaning.

6.3 “ Cause ” means:

(a)

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(b)

(c)

(d)

6.4 “ Change of Control ” means:

(a)

(b)

(c)

(d)

- 5 -

(e)

the dissolution or liquidation of the Company.

6.5 “ Company ” shall mean ID Global Solutions Corporation and, following a Change of Control, any Successor.

6.6 “ Involuntary Termination ” means:

(a)

any termination without Cause of the employment of the Executive by the Company; or

(b)

any resignation by Executive for Good Reason where such resignation occurs within one hundred twenty (120) days following the occurrence of such Good Reason.

6.7 “ Good Reason ” means the occurrence of any of the following conditions, without the Executive’s written consent:

(a)

Any act, set of facts or omissions with respect to the Executive that would, as a matter of applicable law, constitute a constructive termination of the Executive.

(b)

(c)

(d)

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(e)

6.8 “ Permanent Disability ” means that:

(a)

the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of the Executive’s duties;

(b)

such total incapacity shall have continued for a period of six consecutive months; and

(c)

such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.

6.9 “ Substantive Functional Equivalent ” means that the Executive’s position must:

(a)

be in a substantive area of the Executive’s competence (e.g., finance or executive management) and not materially different from the position occupied immediately prior;

(b)

allow the Executive to serve in a role and perform duties functionally equivalent to those performed immediately prior; and

(c)

6.10 “ Successor ” means any successor in interest to, or assignee of, substantially all of the business and assets of the Company.

6.11 “ Termination Date ” means the date of the termination of the Executive’s employment with the Company.

6.12 “ Termination Upon Change of Control ” means:

(a)

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(b)

EXCLUSIVE REMEDY

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NON-COMPETE; PROPRIETARY AND CONFIDENTIAL INFORMATION

ARBITRATION

9.3 Site of Arbitration . The site of the arbitration proceeding shall be in New York City, New York.

10.

NOTICES

For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after being mailed, return receipt requested, as follows: (a) if to the Company, attention: Chief Executive Officer, at the Company’s offices at 780 Long Beach Boulevard, Long Beach, NY 11561 USA and, (b) if to the Executive, at the address indicated below or such other address specified by the Executive in writing to the Company. Either party may provide the other with notices of change of address, which shall be effective upon receipt.

12.

MISCELLANEOUS PROVISIONS

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12.3 Withholding Taxes . All payments made under this Agreement shall be subject to deduction of all federal, state, local and other taxes required to be withheld by applicable law.

12.8 Entire Agreement . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein (whether oral or written and whether express or implied).

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT FOLLOWS]

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In Witness Whereof , each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.

	Executive

	/s/Douglas Solomon

	DOUGLAS SOLOMON

	ID Global Solutions Corporation

	By:	/s/ Stuart Stoller
		Stuart Stoller, CFO

[SIGNATURE PAGE TO EXECUTIVE RETENTION AGREEMENT]

Exhibit 10.4

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (the "Agreement"), dated as of January 31, 2017 is made by and between ID Global Solutions Corporation, a Delaware corporation (the “Company”), and __________________ (the “Holder”).

WHEREAS, Holder owns (i) a___ Promissory Note (the "Note") payable by the Company in the amount of $_________ including interest as of January 31, 2017 (the “Debt”) and (ii) a Stock Purchase Warrant (the “Warrant”) to purchase shares of common stock of the Company at an exercise price of $0.__ per share (the "Exercise Price").

WHEREAS, the Warrant contain certain anti-dilution provisions (the "Anti-Dilution Provisions").

WHEREAS, Holder wishes to amend the Warrant to remove such Anti-Dilution Provisions in their entirety.

WHEREAS, subject to the appointment of Philip Beck as Chief Executive Officer of the Company (the "Threshold Event"), the Company and Holder wish to convert the Note into such number of shares of common stock of the Company equal to the Debt divided by the conversion price of $0.__ per share (the "Conversion Price") resulting in the issuance of ______ shares of common stock of the Company (the “Shares”) to Holder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1. Conversion . It is agreed by the Company and Holder that, upon the occurrence of the Threshold Event and subject to Board approval of the Company, the Note shall convert into the Shares at the Conversion Price with no further action to be taken by the Holder or the Company. The effective date of the conversion shall be January 31, 2017; provided, however, in the event the Threshold Event occurs after January 31, 2017, the Company will adjust the number of Shares to be issued to reflect additional interest accrued if such accrued interest is material.

2. Note and Warrant Amendment . It is hereby agreed to by the Company and Holder that the Anti-Dilution Provisions shall be deleted, terminated and removed from the Warrant and that Section 4(d) of the Warrant will be deleted, terminated and removed from the Warrant. The Exercise Price for the Warrant shall be reduced from $0.__ per share to $0.10 per share.

3. Certificate Delivery . Within ten (10) business days of the date of the Threshold Event, the Company shall deliver a certificate representing the Shares to Holder.

4. Further Assurances . The parties, by entering into this Conversion Agreement, agree to execute all agreements and other documents as reasonably requested by the other party.

5. Representations and Warranties and Covenants of Holder . Holder represents, warrants and covenants to the Company as follows:

a. No Registration . Holder understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Holder’s representations as expressed herein or otherwise made pursuant hereto.

b. Investment Experience . Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that he can protect his own interests. Holder has such knowledge and experience in financial and business matters so that Holder is capable of evaluating the merits and risks of its investment in the Company.

d. Speculative Nature of Investment; SEC Reports; Dilution . Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. Holder can bear the economic risk of such investment and is able, without impairing such financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of Holder’s investment. Holder understands that the Company is presently not current with its required reports to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Holder further understands that the Company will need issue additional shares of common stock in connection with future financings and in connection with the retention or hiring of management and employees, which will dilute Holder.

e. Accredited Investor . Holder is an “accredited investor’ within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f. Rule 144 . Holder acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares the Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk. The Company is presently not current with its required reports to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and, as a result, Rule 144 is not available until such reports have been filed.

g. Authorization .

i. The Holder has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Holder necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Holder’s obligations herein, has been taken.

ii. This Conversion Agreement, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Holder in connection with the execution and delivery of this Conversion Agreement by the Holder or the performance of the Holder’s obligations hereunder.

h. Brokers or Finders . Such Holder has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

i. Tax Advisors . The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

j. Legends. The Holder understands and agrees that the certificates evidencing the Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

6. Miscellaneous .

a. Notice . Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.

b. Law and Jurisdiction . The laws of the State of Florida apply to this Agreement, without deference to the principles of conflicts of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Florida.

c. Severability . If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.

d. Waiver. The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.

e. Assignability . This Agreement shall not be assignable by either party.

f. Amendment . This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.

g. Entire Agreement . This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

	ID GLOBAL SOLUTIONS CORPORATION

	By:
	Name: Thomas R. Szoke
	Title: CEO

Exhibit 10.5

STAND-OFF AGREEMENT

THIS STAND-OFF AGREEMENT (the “Agreement”) is made as of the 31st day of January, 2017, by and between ID Global Solutions Corporation, a Delaware corporation (the “Company”) and each of the affiliates set forth on the signature page attached hereto (the “Affiliate”).

RECITALS

WHEREAS , the Company and the Affiliates are each individually parties to various engagement agreements pursuant to which they individually have agreed to serve as directors and/or executive officers of the Company (the “Engagement Agreements”); and

WHEREAS , in order to induce the Company to enter into the Engagement Agreements, the Affiliates and the Company hereby agree that this Agreement shall govern the matters as set forth in this Agreement;

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Affiliates agree that, in connection with any registration of the Company's securities under the Securities Act or 1933, as amended, and upon the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Affiliates, household members and all affiliated or related entities (collectively, the “Related Parties”) shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the securities (other than securities included in the offering and the Excluded Securities (as defined below)) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of up to six months following the effective date of registration of such offering. Excluded Securities is defined as any stock options set to expire within 90 days or any restricted stock grants or purchases which have vested resulting in a tax liability to the Affiliate. In the event of a tax liability, the Affiliate will be permitted to sell such securities needed to pay such tax liability.

2, This Agreement shall supersede any existing stand-off, lock-up and/or standstill provisions or clauses contained in any agreement of any nature whatsoever and such provisions or clauses shall be deemed terminated.

3. The underwriters in connection with the Company’s underwritten offering are intended third-party beneficiaries of this Agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

4. Affiliates further agree to execute such agreements and to obtain such agreements from any Related Parties as may be reasonably requested by the underwriters in the Company’s underwritten offering that are consistent with this Agreement or that are necessary to give further effect thereto.

5. In order to enforce this Agreement, the Company may impose stop-transfer instructions with respect to the securities of the Affiliates and the Related Parties until the end of such period.

6. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of New York, without regard to its principles of conflicts of laws.

8. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

In Witness Whereof , each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer, as of the day and year first above written.

Affiliates

/s/ Philip Beck

Philip Beck

/s/
Stuart Stoller

/s/
Thomas Szoke

/s/
Douglas Solomon

/s/
Herb Selzer

/s/
Ricky Solomon

ID Global Solutions Corporation

By: /s/Philip Beck

Name: Philip Beck

Title: CEO

Exhibit 10.6

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this "Agreement"), dated as of _______________, 201__ is made by and between ID GLOBAL SOLUTIONS CORPORATION, a Delaware corporation (the "Company '), and _________________, a director and/or officer of the Company (the "Indemnitee").

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

B. Based on their experience as business managers, the Board of Directors of the Company (the "Board'') has concluded that, to retain and attract talented and experienced individuals to serve as officers and directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the Company, it is necessary for the Company contractually to indemnify officers and directors and to assume for itself maximum liability for expenses and damages in connection with claims against such officers and directors in connection with their service to the Company;

C. Section 145 of the Delaware General Corporation Law, under which the Company is organized (the "Law"), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by the Law is not exclusive; and

D. The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for claims for damages arising out of or related to such services to the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Definitions.

1.1. Agent . For the purposes of this Agreement, "agent" of the Company means any person who is or was a director or officer of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interest of the Company or a subsidiary of the Company as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or an affiliate of the Company; or was a director or officer of a foreign or domestic corporation which was a predecessor corporation of the Company, or was a director or officer of another enterprise or affiliate of the Company at the request of, for the convenience of, or to represent the interests of such predecessor corporation. The term "enterprise" includes any employee benefit plan of the Company, its subsidiaries, affiliates and predecessor corporations.

1.2 Expenses . For purposes of this Agreement, "expenses" includes all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification or advancement of expenses under this Agreement, the Law or otherwise.

1.3 Proceeding . For the purposes of this Agreement, ‘'proceeding” means any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever.

1.4 Subsidiary . For purposes of this Agreement, "subsidiary" means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more of its subsidiaries or by one or more of the Company's subsidiaries.

2. Agreement to Serve . The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at the will of the Company (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently serves as an agent of the Company, faithfully and to the best of his ability, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the charter documents of the Company or any subsidiary of the Company; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation that the Indemnitee may have assumed apart from this Agreement), and the Company or any subsidiary shall have no obligation under this Agreement to continue to indemnify the Indemnitee for any actions taken or not taken by him or her after the date of resignation or termination of such position.

3. Directors' and Officers' Insurance . The Company shall, to the extent that the Board determines it to be economically reasonable, maintain a policy of directors' and officers' liability insurance (" D&O Insurance "), on such terms and conditions as may be approved by the Board.

4. Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee:

4.1 Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and

4.2 Derivative Actions . If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, against any amounts paid in settlement of any such proceeding and all expenses actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his duty to the Company, unless and only to the extent that the Court of Chancery or the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the Court of Chancery or such other court shall deem proper; and

4.3 Exception for Amounts Covered by Insurance . Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to the Indemnitee by D&O Insurance.

5. Partial Indemnification and Contribution.

5.1 Partial Indemnification . If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, BRISA excise taxes or penalties and amounts paid in settlement) incurred by him or her in the investigation, defense, settlement or appeal of a proceeding but is not entitled, however, to indemnification for all of the total amount thereof, then the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled to indemnification.

5.2 Contribution. If the Indemnitee is not entitled to the indemnification provided in Section 4 for any reason other than the statutory limitations set forth in the Law, then in respect of any threatened, pending or completed proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such proceeding), the Company shall contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which such proceeding arose and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such expenses, judgments, fines or settlement amounts, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or any other method of allocation that does not take account of the foregoing equitable considerations.

6. Mandatory Advancement of Expenses.

6.1 Advancement. Subject to Section 9 below and except as prohibited by law, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company or by reason of anything done or not done by him in any such capacity. The Indemnitee hereby undertakes to promptly repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Certificate of Incorporation or Bylaws of the Company, the Law or otherwise. The advances to be made hereunder shall be paid by the Company to the Indemnitee within 30 days following delivery of a written request therefor by the Indemnitee to the Company.

6.2 Exception. Notwithstanding the foregoing provisions of this Section 6, the Company shall not be obligated to advance any expenses to the Indemnitee arising from a lawsuit filed directly by the Company against the Indemnitee if an absolute majority of the members of the Board reasonably determines in good faith, within 30 days of the Indemnitee's request to be advanced expenses, that the facts known to them at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith. If such a determination is made, the Indemnitee may have such decision reviewed by another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references therein to "indemnification" being deemed to refer to "advancement of expenses," and the burden of proof shall be on the Company to demonstrate clearly and convincingly that, based on the facts known at the time, the Indemnitee acted in bad faith. The Company may not avail itself of this Section 6.2 as to a given lawsuit if, at any time after the occurrence of the activities or omissions that are the primary focus of the lawsuit, the Company has undergone a change in control. For this purpose, a change in control shall mean a given person or group of affiliated persons or groups increasing their beneficial ownership interest in the Company by at least twenty (20) percentage points without advance Board approval.

7. Notice and Other Indemnification Procedures.

7.1 Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

7.2 If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7. 1 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable because of such proceeding in accordance with the terms of such D&O Insurance policies.

7.3 In the event the Company shall be obligated to advance the expenses for any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld), upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that: (a) the Indemnitee shall have the right to employ his or her own counsel in any such proceeding at the Indemnitee' s expense; (b) the Indemnitee shall have the right to employ his or her own counsel in connection with any such proceeding, at the expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (c) if (i) the employment of counsel by the Indemnitee has been previously authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of the Indemnitee' s counsel shall be at the expense of the Company.

8. Determination of Right to Indemnification.

8.1 To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or matter described therein, the Company shall indemnify the Indemnitee against expenses actually and reasonably incurred by him or her in connection with the investigation, defense or appeal of such proceeding, or such claim, issue or matter, as the case may be.

8.2 In the event that Section 8.1 is inapplicable, or does not apply to the entire proceeding, the Company shall nonetheless indemnify the Indemnitee unless the Company shall prove by clear and convincing evidence to a forum listed in Section 8.3 below that the Indemnitee has not met the applicable standard of conduct required to entitle the Indemnitee to such indemnification.

8.3 The Indemnitee shall be entitled to select the forum in which the validity of the Company's claim under Section 8.2 hereof that the Indemnitee is not entitled to indemnification will be heard from among the following, except that the Indemnitee can select a forum consisting of the stockholders of the Company only with the approval of the Company:

(a) A quorum of the Board consisting of directors who are not parties to the proceeding for which indemnification is being sought;

(b) The stockholders of the Company;

(c) Legal counsel mutually agreed upon by the Indemnitee and the Board, which counsel shall make such determination in a written opinion;

(d) A panel of three arbitrators, one of whom is selected by the Company, another of whom is selected by the Indemnitee and the last of whom is selected by the first two arbitrators so selected; or

(e) The Court of Chancery of Delaware.

8.4 As soon as practicable, and in no event later than 30 days after the forum has been selected pursuant to Section 8.3 above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee is not entitled to indemnification, and the Company shall act in the utmost good faith to assure the Indemnitee a complete opportunity to defend against such claim.

8.5 If the forum selected in accordance with Section 8.3 hereof is not a court, then after the final decision of such forum is rendered, the Company or the Indemnitee shall have the right to apply to the Court of Chancery of Delaware, for the purpose of appealing the decision of such forum, provided that such right is executed within 60 days after the final decision of such forum is rendered. If the forum selected in accordance with Section 8.3 hereof is a court, then the rights of the Company or the Indemnitee to appeal any decision of such court shall be governed by the applicable laws and rules governing appeals of the decision of such court.

8.6 Notwithstanding any other provision in this Agreement to the contrary, the Company shall indemnify the Indemnitee against all expenses incurred by the Indemnitee in connection with any hearing or proceeding under this Section 8 involving the Indemnitee and against all expenses incurred by the Indemnitee in connection with any other proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the Indemnitee in any such proceeding was frivolous or not made in good faith.

9. Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

9.1 Claims Initiated by Indemnitee . To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to proceedings specifically authorized by the Board or brought to establish or enforce a right to indemnification and/or advancement of expenses arising under this Agreement, the charter documents of the Company or any subsidiary or any statute or law or otherwise, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board finds it to be appropriate; or

9.2 Unauthorized Settlements . To indemnify the Indemnitee hereunder for any amounts paid in settlement of a proceeding unless the Company consents in advance in writing to such settlement, which consent shall not be unreasonably withheld; or

9.3 Securities Law Actions . To indemnify the Indemnitee on account of any suit in which judgment is rendered against the Indemnitee for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section l 6(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; or

9.4 Unlawful Indemnification . To indemnify the Indemnitee if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. In this respect, the Company and the Indemnitee have been advised that the Securities and Exchange Commission takes the position that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication.

10. Non-Exclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements or otherwise, both as to action in the Indemnitee's official capacity and to action in another capacity while occupying his position as an agent of the Company, and the Indemnitee's rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

11. General Provisions.

11.1 Interpretation of Agreement . It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification and advancement of expenses to the Indemnitee to the fullest extent now or hereafter permitted by law, except as expressly limited herein.

11.2 Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 11.1 hereof.

11.3 Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

11.4 Subrogation. In the event of full payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary or desirable to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

11.5 Counterparts. This Agreement may be executed m one or more counterparts, which shall together constitute one agreement.

11.6 Successors and Assigns . The terms of this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto.

11.7 Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) if delivered by hand and signed for by the party addressee; or (b) if mailed by certified or registered mail, with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement or as subsequently modified by written notice.

11.8 Governing Law . This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, without giving effect to that body of laws pertaining to conflict of laws.

11.9 Consent to Jurisdiction . The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement.

11.10 Attorneys' Fees . In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the expenses of any Proceeding described in Section 1.3) the Indemnitee shall be entitled to all reasonable fees and expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.

IN WITNESS WHEREOF, the parties hereto have entered into this Indemnification Agreement effective as of the date first written above.

THE COMPANY:

BY:
Name:
Title:

THE INDEMNITEE: