Exhibit
10.4


 


AGREEMENT
BY AND AMONG 


POSITIVEID
CORPORATION, 


SANOMEDICS,
INC. AND THERMOMEDICS, INC.


 


This
AGREEMENT is entered into as of March 4, 2016 by and among PositiveID Corporation, a Delaware corporation (the “Company”);
Sanomedics, Inc., a Delaware Corporation (“Sano”) and, its wholly-owned subsidiary, Thermomedics, Inc.,
a Nevada corporation (“Thermo”) (together, the “Parties”).


 


WHEREAS,
the parties hereto entered into that certain Stock Purchase Agreement, dated as of October 21, 2015 and First Amendment to such
Stock Purchase Agreement, dated as of December 4, 2015 (the “SPA”) (capitalized terms used and not otherwise defined
herein shall have the meanings given to such term in the SPA) pursuant to which the Company agreed to purchase, and Sano agreed
to sell, all of the shares of Thermo; and


 


WHEREAS,
the parties hereto entered into that certain Management Services and Control Agreement, dated as of December 4, 2015 (the “MSACA”)
(capitalized terms used and not otherwise defined herein shall have the meanings given to such term in the MSACA) pursuant to
which full control of Thermo, including operational and financial benefits and responsibility for Thermo, was transferred to the
Company; and


 


WHEREAS,
in contemplation of the closing of the transactions under the SPA and in furtherance of Sano’s and Thermo’s obligations
under the MSACA, the parties hereto desire to make certain agreements and to amend certain terms of the MSACA as set forth herein.


 


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


 


	1.	Amendment
    to MSACA. Section 11 of the Agreement shall be amended in its entirety to read as follows: 
	 	 
	 	“Term.
    This Agreement shall commence effective as of the date first written above and shall remain in effect until the date of closing
    pursuant to the terms of the SPA. It will be considered an Event of Default if Sano has not delivered to the Company (or the
    Company has waived delivery with respect to such item) each of the items as set in Section 2.03(a) of the SPA (the “Deliverables”)
    or prior to March 31, 2016 (the “Default Date”). Notwithstanding the foregoing, in the event that
    Sano delivers the Deliverables (or the Company has waived delivery with respect to such item) on or prior to the date which
    is twenty (20) days following the Default Date (the “Extension Date”), an Event of Default shall be deemed
    not to have occurred. Sano may terminate this Agreement at any time following the Extension Date, subject to the consent of
    the Manager, by (i) repaying the Company all principal and interest for any advances made to Thermo pursuant to this Agreement
    (the “Advance Amount”), (ii) repaying the Company all principal and interest for the advanced Cash Purchase
    Price made to Sano pursuant to this Agreement (“Purchase Amount”) and (iii) paying the Termination Fee;
    provided; however; that if Sano has provided the Deliverables to the Company and the Company does not (or is not willing to)
    consummate the Stock Purchase Transaction, Sano and Thermo shall: (A) not have any obligation to pay a Termination Fee; and
    (B) have six (6) months to repay the Advance Amount and the Purchase Amount to the Company.”


 




    	 	 	 



     

    

 


	2.	Agreement
    as to Intercompany Indebtedness. Sano shall release, cancel, terminate or otherwise settle all Intercompany Indebtedness
    and accounts owed by Thermo to Sano or any of its Affiliates (other than Thermo) as of December 4, 2015, and Sano shall cause
    Thermo to release, cancel, terminate or otherwise settle all Intercompany Indebtedness and accounts owed by Sano or any of
    its Affiliates (other than the Thermo) to Thermo as December 4, 2015. Effective as of December 4, 2015, Sano, on behalf of
    itself and its Affiliates (other than the Thermo), hereby forever fully and irrevocably waives, releases and discharges Thermo
    and Representatives from any and all claims, liabilities, obligations or agreements of any kind or nature whatsoever.
	 	 
	3.	Agreement
    as to Thermo Intellectual Property. Effective December 4, 2015, Sano shall transfer all Patents and other Intellectual
    Property in its name or the name of one of its affiliates (other than Thermo) that are included on the schedules to the SPA
    (Schedule(s) 3.11(b) as of October 21, 2015), and shall take any and all actions necessary to transfer all Intellectual Property
    used by Thermo or with respect to Thermo or the Business to Thermo effective as of December 4, 2015 such that Thermo is the
    rightful and valid owner of all of its Intellectual Property and the Intellectual Property used in the Business as of such
    date. Sano represents that the Patents and other Intellectual Property included on Schedule 3.11(b) of the SPA as of October
    21, 2015 are the only Patents and other Intellectual Property used by Thermo or with respect to Thermo or the Business to
    Thermo as of December 4, 2015.
	 	 
	4.	Miscellaneous
	 	 
	 	a)
    The Parties agree that the provisions SPA and the MSACA may be amended in the future to reflect the amendment and agreements
    made herein. Any such amendment to the SPA and the MSACA shall be governed by the applicable amendment provisions of the SPA
    and the MSACA.
	 	 
	 	b)
    As of and after the date hereof, each reference in the MSACA to “this Agreement”, “hereunder”, “hereof”,
    “herein”, “hereby” or words of like import referring to the MSACA shall mean and be a reference to
    the MSACA as amended by this Agreement. Except as specifically amended by this Agreement, each term, provision and condition
    of the MSACA survives, remains and shall continue in full force and effect.



 






    	 	 	 



     

    

 


	 	c)
    The SPA, MSACA and this Agreement may be further amended or modified in whole or in part only by a writing which makes reference
    to the SPA, MSACA and this Agreement, and any amendments thereto, as applicable, executed by the Parties. The obligations
    of any party hereunder may be waived (either generally or in a particular instance and either retroactively or prospectively)
    only with the written consent of the party claimed to have given the waiver; provided, however, that any waiver by any party
    of any violation of, breach of, or default under any provision of this Agreement or any other agreement provided for herein
    shall not be construed as, or constitute, a continuing waiver of such provision, or waiver of any other violation of, breach
    of or default under any other provision of this Agreement or any other agreement provided for herein.
	 	 
	 	d)
    This Agreement (together with the Schedules and the Exhibits thereto) and the other agreements and instruments expressly provided
    for therein and herein, together with the SPA and the MSACA, and any amendments thereto, set forth the entire understanding
    of the parties hereto and supersede in their entirety all prior contracts, agreements, arrangements, communications, discussions,
    representations, and warranties, whether oral or written, among the parties with respect to the subject matter hereof.
	 	 
	 	e)
    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of
    which together will constitute one and the same instrument. Any facsimile copy of this Agreement will be deemed an original
    for all purposes.


 


[Signature
pages to follow]


 




    	 	 	 



     

    

 


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


 


	 	SANOMEDICS,
    INC.
	 	 
	 	By:	/s/
    David Langle
	 	Name:	David
    Langle
	 	Title:	Chief
    Executive Officer


 


[Sano
Signature Page to Agreement]


 




    	 	 	 



     

    

 


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


 


	 	POSITIVEID
    CORPORATION 
	 	 
	 	By:	/s/
    William J. Caragol
	 	Name:	William
    J. Caragol
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Thermomedics,
    Inc
	 	 
	 	By:	/s/
    William J. Caragol
	 	Name:	William
    J. Caragol
	 	Title:	President


 


[Company
and Thermo Signature Page to Agreement]