Exhibit 4.2


 


SECURITY AGREEMENT


 


SECURITY AGREEMENT
(this “Agreement”), dated as of __________, 2015, by and among ID Global Solutions Corporation, a Delaware corporation
(the “Company”) and the secured parties signatory hereto and their respective endorsees, transferees and assigns
(collectively, the “Secured Party”).


 


W I T
N E S S E T H:


 


WHEREAS, pursuant to
a Securities Purchase Agreement, dated the date hereof, between the Company and the Secured Party (the “Purchase Agreement”),
the Company has agreed to issue to the Secured Party and the Secured Party has agreed to purchase from the Company certain of the
Company’s 10% Secured Convertible Debentures (the “Debentures”), which are convertible into shares of
Company’s Common Stock, par value $.0001 per share (the “Common Stock”); and


 


WHEREAS, in order to
induce the Secured Party to purchase the Debentures, Company has agreed to execute and deliver to the Secured Party this Agreement
for the benefit of the Secured Party and to grant to it a security interest in certain property of Company to secure the prompt
payment, performance and discharge in full of all of Company’s obligations under the Debentures and exercise and discharge
in full of Company’s obligations under the Warrants; and


 


WHEREAS, in light of
the foregoing, the Company expects to derive substantial benefit from the Purchase Agreement and sale of the Debentures and the
transactions contemplated thereby and, in furtherance thereof, has agreed to execute and deliver this.


 


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


 


1.                 
Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section
1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “general intangibles”
and “proceeds”) shall have the respective meanings given such terms in Article 9 of the UCC.


 


     (a)               
“Collateral” means the collateral located in the United States in which the Secured Party is granted
a security interest by this Agreement and which shall include the following, whether presently owned or existing or hereafter acquired
or coming into existence, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds,
products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance
covering the same and of any tort claims in connection therewith:


 


           (i)                 All
Goods of the Company, including, without limitations, all machinery, equipment, computers, motor vehicles, trucks, tanks,
boats, ships, appliances, furniture, special and general tools, fixtures, test and quality control devices and other
equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the
same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the
foregoing and all other items used and useful in connection with the Company’s businesses and all improvements thereto
(collectively, the “Equipment”); and


 






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          (ii)              
All Inventory of the Company; and


 


          (iii)            
All of the Company’s contract rights and general intangibles, including, without limitation, all partnership interests,
stock or other securities, licenses, distribution and other agreements, computer software development rights, leases, franchises,
customer lists, quality control procedures, grants and rights, goodwill, trademarks, service marks, trade styles, trade names,
patents, patent applications, copyrights, deposit accounts, and income tax refunds (collectively, the “General Intangibles”);
and


 


          (iv)            
All Receivables of the Company including all insurance proceeds, and rights to refunds or indemnification whatsoever owing,
together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods,
equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect
to each Receivable, including any right of stoppage in transit; and


 


          (v)              
All of the Company’s documents, instruments and chattel paper, files, records, books of account, business papers,
computer programs and the products and proceeds of all of the foregoing Collateral set forth in clauses (i)-(iv) above.


 


     (b)              
“Company” shall mean, collectively, Company and all of the subsidiaries of Company, a list of which is
contained in Schedule A, attached hereto.


 


     (c)               
“Obligations” means all of the Company’s obligations under this Agreement and the Debentures, in
each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later
decreased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any
part of such payment is avoided or recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer
or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time.


 


     (d)              
“UCC” means the Uniform Commercial Code, as currently in effect in the State of Florida.


 


2.                  Grant
of Security Interest. As an inducement for the Secured Party to purchase the Debentures and to secure the complete and
timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party and together with the holders
of the Debentures, a continuing security interest in, a continuing lien upon, an unqualified right to possession and
disposition of and a right of set-off against, in each case to the fullest extent permitted by law, all of the
Company’s right, title and interest of whatsoever kind and nature in and to the Collateral subject to future debt,
purchase order or receivable financing (the “Security Interest”), which such Security Interest shall be
held on a pari passu basis with the secured parties set forth on Schedule A attached hereto.


 






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3.                 Representations,
Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:


 


     (a)               
The Company has the requisite corporate power and authority to enter into this Agreement and otherwise to carry out its
obligations thereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated therein
have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company.
This Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditor’s rights generally.


 


     (b)              
The Company represents and warrants that it has no place of business or offices where its respective books of account and
records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or
located, except as set forth on Schedule A attached hereto;


 


     (c)               
The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place
of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books
of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation
(i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence
that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken
to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first priority liens in
the Collateral.


 


     (d)              
This Agreement creates in favor of the Secured Party a valid security interest in the Collateral securing the payment and
performance of the Obligations and, upon making the filings described in the immediately following sentence, a perfected first
priority security interest in such Collateral. Except for the filing of financing statements on Form-1 under the UCC with the jurisdictions
indicated on Schedule A, attached hereto, no authorization or approval of or filing with or notice to any governmental authority
or regulatory body is required either (i) for the grant by the Company of, or the effectiveness of, the Security Interest
granted hereby or for the execution, delivery and performance of this Agreement by the Company or (ii) for the perfection
of or exercise by the Secured Party of its rights and remedies hereunder.


 


      (e)                The
execution, delivery and performance of this Agreement does not conflict with or cause a breach or default, or an event that
with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the
Company is a party or by which the Company is bound. No consent (including, without limitation, from stock holders or
creditors of the Company) is required for the Company to enter into and perform its obligations hereunder.


 






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     (f)               
The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first
priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest
hereunder shall terminate pursuant to Section 11. The Company hereby agrees to defend the same against any and all persons. The
Company shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Secured Party, the
Company will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to
the UCC (or any other applicable statute) in form reasonably satisfactory to the Secured Party and will pay the cost of filing
the same in all public offices wherever filing is, or is deemed by the Secured Party to be, necessary or desirable to effect the
rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes
and other amounts necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish
to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required
to maintain the priority of the Security Interest hereunder.


 


     (g)              
The Company will not transfer, pledge, hypothecate, encumber, license (except for non-exclusive licenses granted by the
Company in the ordinary course of business), sell or otherwise dispose of any of the Collateral without the prior written consent
of the Secured Party.


 


     (h)              
The Company shall keep and preserve its Equipment, Inventory and other tangible Collateral in good condition, repair and
order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance
coverage.


 


     (i)                
The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient
detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a material adverse effect
on the value of the Collateral or on the Secured Party’s security interest therein.


 


     (j)                
The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security
agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the
Secured Party may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce its security
interest in the Collateral.


 


     (k)              
The Company shall permit the Secured Party and its representatives and agents to inspect the Collateral at any time, and
to make copies of records pertaining to the Collateral as may be requested by the Secured Party from time to time.


 






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     (l)                
The Company will take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any
rights, claims, causes of action and accounts receivable in respect of the Collateral.


 


     (m)            
The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment,
execution or other legal process levied against any Collateral and of any other information received by the Company that may materially
affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.


 


     (n)              
All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect
to the Collateral is accurate and complete in all material respects as of the date furnished.


 


     (o)              
Schedule A attached hereto contains a list of all of the subsidiaries of Company.


 


4.                 
Defaults. The following events shall be “Events of Default”:


 


     (a)               
The occurrence of an Event of Default (as defined in the Debentures) under the Debentures;


 


     (b)              
Any representation or warranty of the Company in this Agreement or in the Purchase Agreement shall prove to have been incorrect
in any material respect when made;


 


     (c)               
The failure by the Company to observe or perform any of its obligations hereunder or in the Purchase Agreement for ten (10)
days after receipt by the Company of notice of such failure from the Secured Party; and


 


     (d)              
Any breach of, or default under, the Warrants.


 


5.                 
Duty To Hold In Trust. Upon the occurrence of any Event of Default and at any time thereafter, the Company shall,
upon receipt by it of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Debentures
or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum,
hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to
the Secured Party for application to the satisfaction of the Obligations.


 


6.                 
Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured
Party shall have the right to exercise all of the remedies conferred hereunder and under the Debentures, and the Secured Party
shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform
Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have
the following rights and powers:


 


     (a)                The
Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and
assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the
same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured
Party shall reasonably select, whether at the Company’s premises or elsewhere, and make available to the Secured Party,
without rent, all of the Company’s respective premises and facilities for the purpose of the Secured Party taking
possession of, removing or putting the Collateral in saleable or disposable form.


 






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     (b)              
The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right
to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise,
either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels
and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially
reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or
notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment
or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all
or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the
Company, which are hereby waived and released.


 


7.                 
Applications of Proceeds. The proceeds of any such sale, lease or other disposition of the Collateral hereunder shall
be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including,
without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’
fees and expenses incurred by the Secured Party in enforcing its rights hereunder and in connection with collecting, storing and
disposing of the Collateral, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable
law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition
of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the
Company will be liable for the deficiency, together with interest thereon, at the rate of 15% per annum (the “Default
Rate”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent
permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession,
removal, retention or sale of the Collateral, unless due to the gross negligence or willful misconduct of the Secured Party.


 


8.                  Costs
and Expenses.The Company agrees to pay all out-of-pocket fees, costs and expenses incurred in connection with any
filing required hereunder, including without limitation, any financing statements, continuation statements, partial
releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured
Party. The Company shall also pay all other claims and charges which in the reasonable opinion of the Secured Party might
prejudice, imperil or otherwise affect the Collateral or the Security Interest therein. The Company will also, upon demand,
pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the enforcement of this
Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the
Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Debentures. Until
so paid, any fees payable hereunder shall be added to the principal amount of the Debentures and shall bear interest at the
Default Rate.


 






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9.                 
Responsibility for Collateral. The Company assumes all liabilities and responsibility in connection with all Collateral,
and the obligations of the Company hereunder or under the Debentures and the Warrants shall in no way be affected or diminished
by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason.


 


10.               
Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be
absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures,
the Warrants or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change
in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Debentures, the Warrants or any other agreement entered into in
connection with the foregoing; (c)  any exchange, release or nonperfection of any of the Collateral, or any release or amendment
or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the
Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance
claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute
any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby.
Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations
are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company
expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event
that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final
order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in
any such event, the Company’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged
or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed
against any other person or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue
any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation
secured hereby.


 


11.              
 Term of Agreement. This Agreement and the Security Interest shall terminate on the date on which all payments under
the Debentures have been made in full and all other Obligations have been paid or discharged. Upon such termination, the Secured
Party, at the request and at the expense of the Company, will join in executing any termination statement with respect to any financing
statement executed and filed pursuant to this Agreement.


 


12.               
Power of Attorney; Further Assurances.


 






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     (a)               
The Company authorizes the Secured Party, and does hereby make, constitute and appoint it, and its respective officers,
agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power,
in its own name or in the name of the Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse
any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under or in respect of any
policy of insurance) in respect of the Collateral that may come into possession of the Secured Party; (ii) to sign and endorse
any UCC financing statement or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to
pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the
Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral;
and (v) generally, to do, at the option of the Secured Party, and at the Company’s expense, at any time, or from time
to time, all acts and things which the Secured Party deems necessary to protect, preserve and realize upon the Collateral and the
Security Interest granted therein in order to effect the intent of this Agreement, the Debentures and the Warrants, all as fully
and effectually as the Company might or could do; and the Company hereby ratifies all that said attorney shall lawfully do or cause
to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement
and thereafter as long as any of the Obligations shall be outstanding.


 


     (b)              
On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, in the
proper filing and recording places in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule
B, attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as
reasonably requested by the Secured Party, to perfect the Security Interest granted hereunder and otherwise to carry out the intent
and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a security interest
in all the Collateral.


 


     (c)               
The Company hereby irrevocably appoints the Secured Party as the Company’s attorney-in-fact, with full authority in
the place and stead of the Company and in the name of the Company, from time to time in the Secured Party’s discretion, to
take any action and to execute any instrument which the Secured Party may deem necessary or advisable to accomplish the purposes
of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments
thereto, relative to any of the Collateral without the signature of the Company where permitted by law.


 


13.             
  Notices. All notices, requests, demands and other communications hereunder shall be in writing, with copies to all
the other parties hereto, and shall be deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii) if
sent by facsimile, upon receipt of proof of sending thereof, (iii) if sent by nationally recognized overnight delivery service
(receipt requested), the next business day or (iv) if mailed by first-class registered or certified mail, return receipt requested,
postage prepaid, four days after posting in the U.S. mails, in each case if delivered to the following addresses:


 





 



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	If to the Company, to:	ID Global Solutions Corporation
	 	160 East Lake 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 the Secured Party, then the address set forth in the Purchase
Agreement.


 


14.             
  Other Security. To the extent that the Obligations are now or hereafter secured by property other than the Collateral
or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall
have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured Party’s rights and remedies hereunder.


 


15.               
Miscellaneous.


 


     (a)               
No course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising,
on the part of the Secured Party, any right, power or privilege hereunder or under the Debentures shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.


 


     (b)              
All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the
Debentures or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.


 


     (c)               
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and is intended
to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this
Agreement, no provision of this Agreement may be modified or amended except by a written agreement specifically referring to this
Agreement and signed by the parties hereto.


 


     (d)               In
the event that any provision of this Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction for any
reason, unless such provision is narrowed by judicial construction, this Agreement shall, as to such jurisdiction,
be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of this Agreement is held to be invalid,
prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent
of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other
provisions of this Agreement and without affecting the validity or enforceability of such provision or the other provisions
of this Agreement in any other jurisdiction.


 






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     (e)               
No waiver of any breach or default or any right under this Agreement shall be considered valid unless in writing and signed
by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether
of the same or similar nature or otherwise.


 


     (f)               
This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and assigns.


 


     (g)              
Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate
in order to carry out the provisions and purposes of this Agreement.


 


     (h)              
This Agreement shall be construed in accordance with the laws of the State of Florida, except to the extent the validity,
perfection or enforcement of a security interest hereunder in respect of any particular Collateral which are governed by a jurisdiction
other than the State of Florida in which case such law shall govern. Each of the parties hereto irrevocably submit to the exclusive
jurisdiction of any Florida State or United States Federal court sitting in Sarasota county over any action or proceeding arising
out of or relating to this Agreement, and the parties hereto hereby irrevocably agree that all claims in respect of such action
or proceeding may be heard and determined in such Florida State or Federal court. The parties hereto agree that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. The parties hereto further waive any objection to venue in the State of Florida and any objection
to an action or proceeding in the State of Florida on the basis of forum non conveniens.


 


     (i)                 EACH
PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE
FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER
IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. EACH PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH CONSULTATION. THIS WAIVER IS
IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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     (j)                
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature
is executed) the same with the same force and effect as if such facsimile signature were the original thereof.


 


 


 





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


 


COMPANY


 


ID GLOBAL SOLUTIONS


CORPORATION


 


 


By:________________________________


      Thomas R. Szoke


       Chief Executive Officer


 


 


Secured
PartY:


 


 


___________________________________


 


 


 


____________________________________


 


 






    	 



    	 



    

 


SCHEDULE A


 


Subsidiaries – 


 


Innovation in Motion Inc., a Florida corporation


Multipay S.A., a Colombian corporation


 


Secured Investors


 


Secured Convertible Debenture in the amount of $100,000 issued
to Douglas Solomon on May 13, 2015


 


Secured Convertible Debenture in the amount of $50,000 issued
to Ricky Solomon on May 13, 2015


 


Collateral Location/books of account and records


 


Longwood, Florida


 


Financing Statements on Form-1


 


Florida


 


 






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SCHEDULE B


 


Secretary of State of the State of Florida




 


 


 


 


 


 


 


 


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