Exhibit 10.12


 


	 	 	Thomas L. Thimot

Chief Executive Officer

 tomthimot@authid.ai





	 	 	 
	 	 	November 5, 2021



 


Philip R. Broenniman


2130 Hermosa Drive


Boulder, Colorado 80304.


 


Re: Your Ipsidy Inc. (the “Company”) Options Grant
dated as of May 5, 2021(“Option”)


 


Dear Philip:


 


I refer to our discussions regarding the above
referenced Option and following our Board Meeting on October 25, 2021, at which an amendment to the Options was approved, I am writing
on behalf of the Company, to record the terms which have been agreed.


 


In consideration of our mutual agreements, set
forth below the following amendments to your Option are hereby agreed. Words and expressions defined in the Option shall bear the same
meaning in this letter.


 


		1.	You hereby agree to the cancellation of a total of 200,000 Shares under the Option comprising 200,000 Shares under Section 5(d) of
the Option



 


		2.	The remaining Shares shall vest in accordance with Sections 5(a), (b), (c), (d) or (e) of the Option,
notwithstanding non-continuation of service to the Company (other than for cause) and Section 5(f) of the Option is hereby amended by
the deletion of the second sentence and its replacement with the following:



 


“If any vesting condition is not
satisfied before the earlier of the expiration or termination date of this Option, or termination of the Optionee’s service to the
Company for Cause, the Option shall lapse as to the unvested Shares.


 


“Cause” shall mean you have:
(i) willfully failed to perform, or been grossly negligent with respect to, any material duties assigned to you as a Director, other than
due to a failure resulting from your disability; (ii) been convicted of, or pled guilty or no contest to, any felony or crime involving
immoral or unethical turpitude; (iii) committed an act of fraud, misappropriation, embezzlement or dishonesty with respect to the Company
or any of its affiliates; (iv) willfully violated any material Company policy; or (v)  breached any of the material terms of
the 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 and in the
case of clauses (i), (iv) and (v), to the extent such violation or breach is then curable, failed to cure such violation or breach (as
determined by the Board in good faith) during a thirty (30)-day period following the date on which the Company gives you written notice
of the breach.”


 


(For purposes of the foregoing, it is acknowledged that the
Option erroneously contains two Sections that are designated as “5(f),” and that the reference above to Section 5(f) refers
to the second such Section.)


 






    Ipsidy Inc. · 670 Long Beach Boulevard · Long Beach, New York 11561 · Tel +1 516 274 8700 · www.authid.ai


     

    

 





	 	 	Philip R. Broenniman:


Page 2


November 5, 2021





 


		3.	In addition, Section 7 of the Option is hereby deleted in its entirety and Section 8 of the Option is hereby replaced in its entirety
with the following:



 


“8. Death of Optionee. If the Optionee
shall die, Optionee’s personal representative or the person entitled to Optionee’s rights hereunder may at any time
prior to the expiration date of this Option exercise this Option and purchase Shares to the extent, but only to the extent, that
Optionee could have exercised this Option if Optionee were still alive; 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.”


 


		4.	In all other respects the terms of the Option shall remain in full force and effect.



 


Please sign and return a copy of this letter by way of confirmation
of your agreement to its terms.


 


	 	Sincerely,
	 	 
	 	Ipsidy Inc. dba authID.ai
	 	 
	 	/s/ Thomas L. Thimot
	 	Thomas L. Thimot CEO



 


AGREED AND CONSENTED TO


 


	/s/s Philip R. Broenniman	 
	Philip R. Broenniman	November 5, 2021





 


 


 


670 Long Beach Boulevard, ·
Long Beach, New York 11561 ·.
Tel +1 516 274 8700 ·.
www.ipsidy.com