Exhibit
10.38


 


	 	Stuart
                                         P. Stoller

        Chief
        Financial Officer 

stuartstoller@ipsidy.com

         

        Effective
May 22, 2020




 


PRIVATE
AND CONFIDENTIAL


Philip
R. Broenniman


2130
Hermosa Drive


Boulder,
Colorado 80304


 


Re:
Employment Offer


 


Dear
Philip:


 


The
management of Ipsidy Inc. (the “Company”) takes pleasure in extending you this offer to join the Company as
President and Chief Operating Officer reporting to the Chief Executive Officer of the Company. As part of your responsibilities,
you will be required to provide services to other subsidiaries and affiliates of the Company (together with the Company, collectively
referred to as the (“Group”).


 


Job
Description


 


Your
job responsibilities, working in conjunction with the CEO, will comprise managing and overseeing the day-to-day operations of
the Group, in order to establish a successful business and manage growth. Primarily these areas of responsibility will comprise
the sales, marketing and operational functions of the Group in support of customer acquisition and customer implementation and
success. In addition, you will undertake such functions as are customarily applicable to your position, as well as those that
are reasonably assigned to you by the CEO or the Board of Directors (the “Board”).


 


Compensation


 


Your
compensation package shall consist of the following:


 


(a)
Initial base salary of $87,500 per annum, which will be payable semi-monthly in arrears, and subject to all applicable deductions
required by law (“Salary”).


 


(b)
Commencing November 1, 2021, your Salary shall be increased to $131,250 per annum, payable semi-monthly in arrears, and subject
to all applicable deductions required by law.


 


(c)
Your Salary shall be increased to $175,000 per annum commencing on the first day of the calendar month immediately following the
calendar month in which the Company files an Quarterly Report on Form 10-Q or Annual Report on Form 10-K (each an “SEC Filing”)
that shows that the Company achieved Revenue for the year to date, in the case of a Form 10-Q, or the full year, in the case of
the Form 10-K, as reported therein, in the amount of not less $8,000,000.


 


(d)
Upon achievement of the Revenue target set forth in paragraph (c) above, the Board will promptly review your Salary to determine
whether it is consistent with the status of the Company and the then prevailing market conditions for salary and other compensation
for a chief operating officer in similarly situated companies. No later than thirty (30) days thereafter the Board will submit
to you a written proposal for your Salary effective as of the date mentioned in paragraph (c) above, which shall not be less than
the then applicable Salary. If you accept the Board’s proposal your Salary shall thereafter be fixed effective as of the
aforementioned date. If you do not accept the Salary proposal the parties shall thereafter negotiate in good faith in order to
achieve a mutually agreed Salary amount no later than sixty (60) days after the achievement of such Revenue target. If there is
no such agreement the Salary shall continue at an amount equal to the lesser of the two parties’ proposals but not less
than the then applicable Salary.


 





 



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


 






     


    	 	 Philip R. Broenniman
Page 2
December 31, 2020




    

 


(e)
You will also receive a cash bonus (“Bonus”) in the maximum aggregate amount of $45,833 upon the achievement
of performance milestones, calculated and payable as follows:


 


		(i)	If
                                         the Company achieves Revenue for any fiscal year (or portion thereof) of at least $3,500,000
                                         but less than $6,000,000, as shown on its filings with the Securities and Exchange Commission
                                         (“SEC”), the Company will pay to you a cash bonus of $15,277 within
                                         ten (10) days of making the applicable SEC Filing.



 


		(ii)	If
                                         the Company achieves Revenue for any fiscal year (or portion thereof) of at least $6,000,000
                                         but less than $8,000,000, as shown on its SEC Filings, the Company will pay to you a
                                         cash bonus of $15,278 within ten (10) days of making the applicable SEC Filing.



 


		(iii)	If
                                         the Company achieves Revenue for any fiscal year (or portion thereof) of $8,000,000 or
                                         more, as shown on its SEC Filings, the Company will pay to you a cash bonus of $15,278
                                         within ten (10) days of making the applicable SEC Filing.



 


The
Bonus shall be payable with through the Company’s regular payroll process and will be subject to all applicable deductions
required by law. The above proportions of the Bonus are cumulative and if more than one performance milestone is achieved on any
particular date, then all proportions of the Bonus payable as a result shall be paid at the same time. For the avoidance of doubt,
if you resign from the Company other than for Good Reason prior to the date of payment of the Bonus, or are terminated for Cause,
or if none of the conditions set forth in sub-paragraphs (e) or (f) are fulfilled, then the Company shall not be obligated to
pay any Bonus to you.


 


(f)
The full Bonus (less any amounts previously paid) shall also be paid to you (irrespective of whether the Revenue performance targets
have been achieved) upon the first to occur of the following:


 


		(1)	a
                                         Change of Control (as defined in the Stock Option Agreement attached hereto as Exhibit
                                         “A” (“Option Agreement”)); or



		(2)	your
                                         separation from service by reason of Involuntary Termination (as defined below).



 


(g)
“Revenue” means the amount listed on the “Total revenues, net” line item on the Company’s
Consolidated Statements of Operations as shown in any of the Company’s SEC Filings. For the purpose of the performance
targets in paragraph (c) above Revenue shall mean the Revenue for the period commencing January 1, 2021 through the end of the
period to which the relevant SEC Filing relates.


 






     


    	 	 Philip R. Broenniman
Page 3
December 31, 2020




    

 


(h)
You have been provided with an initial grant of options to purchase 16,666,666 shares of Common Stock of $0.0001 par value in
the Company (“Common Stock”). The terms of such option are hereby amended in accordance with the provisions
of Exhibit “A” attached hereto.


 


(i)
You may be eligible for equity incentive grants and cash bonus awards, subject to your continued employment and satisfactory job
performance, which may be awarded from time to time, by the Board. Terms and conditions of all your equity incentive grants will
be as determined by the Board and in accordance with the terms of the Company’s Equity Incentive Plan in effect at the time
of each such grant.


 


(j)
The Company will indemnify you with respect to your services as an officer of the Company, to the fullest extent permitted by
law and under the Company’s Certificate of Incorporation and Bylaws. In addition, the Company acknowledges and agrees that
you are a party to that certain Indemnification Agreement dated as of December 10, 2019, and that the Company’s obligations
under that agreement, including the obligations to indemnify you and to provide D&O Insurance (as defined in Section 3 of
such Indemnification Agreement), will apply to your position as an officer of the Company.


 


With
respect to additional terms of your employment, the following will apply:


 


		1.	At
                                         Will Employment; Termination on Change of Control.



 


(a)
Your employment shall start on or about May 22, 2020, or such other date as we shall agree. While we look forward to a long and
mutually beneficial relationship, your employment will be “at-will” and may be terminated at any time upon written
notice and without prior warning. Further, your participation in any stock option or benefit program are not to be regarded as
assuring you of continuing employment for any particular period of time. Any modification or change in your “at-will”
employment status may only occur by way of a written employment agreement signed by you and authorized by the Board.


 


(b)
In the event of your Termination Upon Change of Control, you shall be entitled to receive an amount equal to 1.5 times the amount
of your Base Salary as of the Termination Date, 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 or if later the effective
date of the Change of Control, 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 or if later the effective date of the Change
of Control (and in each case no interest shall accrue on such amount). In addition to the foregoing severance payment, in the
event of your Termination Upon Change of Control, you 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 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.


 






     


    	 	 Philip R. Broenniman
Page 4
December 31, 2020




    

 


(c)
No Other Benefits. You 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 described in Section 1(b)
have been provided to you.


 


(d)
Release of Claims. The payment of the benefits described in Section 1(b) of this letter is conditioned upon the delivery
by you to the Company of a signed and effective general release of claims as provided by the Company, in the form attached hereto
as Exhibit D; provided, however, that you shall not be required to release any rights you may have to be indemnified by the Company
or as otherwise provided under this letter.


 


(e)
For purposes of this letter, the following terms shall have the following meanings:


 


“Base
Salary” shall mean the greater of (i) your annual salary in effect immediately prior to the Change of Control, or (b)
your annual salary in effect immediately prior to the Termination Date.


 


“Cause”
shall mean you have: (i) willfully failed to perform, or been grossly negligent with respect to, any material duties assigned
to you, 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 this letter, 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 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.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Disability”
shall occur if the Company reasonably determines, in good faith after consultation with a physician selected by the Company and
reasonably acceptable to you, that you are unable to substantially perform your duties by reason of a medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for either a continuous period of 180
days or for 180 non-consecutive days during any period of 270 consecutive days.


 


“Good
Reason” shall mean the occurrence of any of the following events to which you do not consent: (i) a material breach
by the Company of a material provision of this letter; or (ii) a material diminution in the nature or scope of your duties, responsibilities,
or functions with respect to the Group (other than as a result of your Disability); (iii) a reduction in your 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), provided, however, that this sub-clause
(iii) shall not apply in the event of a reduction in your 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. Provided however that no event shall constitute “Good Reason” hereunder unless you provide
the Company with a written notice identifying the specific explanation of the basis for your belief that events, circumstances
or conditions constituting Good Reason exist within seventy five (75) days of such events, circumstances or conditions initially
arising and the Company fails to cure such event, circumstance or condition within thirty (30) days after receipt of such notice;
and provided further, that you must resign upon or within thirty (30) days after the expiration of the above thirty (30)-day
cure period to the extent the Company fails to cure such event, circumstance or condition.


 






     


    	 	 Philip R. Broenniman
Page 5
December 31, 2020




    

 


“Involuntary
Termination” shall mean: (i) any termination of your employment by the Company without Cause; (ii) any resignation by
You for Good Reason ; (iii) any termination of your employment by the Company as a result of your Disability; or (iv) any
termination of your employment as a result of your death. Notwithstanding the foregoing, the term “Involuntary Termination”
shall not include any termination of your employment: (1) by the Company for Cause; (2) that occurs within the period of time
to qualify as a “Termination Upon Change of Control”; or (3) as a result of the voluntary termination of employment
by You for any reason other than Good Reason.


 


“Termination
Date” shall mean the date of the termination of your employment with the Company, regardless of the reason.


 


“Termination
Upon Change of Control” shall mean:


 


		(i)	any
                                         termination of your employment by the Company without Cause (1) 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 (2) the Company having commenced discussions for a Change of
                                         Control, during the period commencing six (6) months prior to the date that the Company
                                         first publicly announces a definitive agreement that results in a Change of Control pursuant
                                         to such discussions (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 of such public announcement;



 


		(ii)	any
                                         resignation by you 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.



 


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


 






     


    	 	 Philip R. Broenniman
Page 6
December 31, 2020




    

 


		2.	Location
                                         and Travel.You will be based at your home, but as part of your duties you will
                                         be required from time to time to travel to the Company’s Long Beach, New York office
                                         and both within the United States and to the Company’s subsidiaries in other countries,
                                         to the Company’s offices and elsewhere.



 


		3.	Working
                                         Hours. You will be expected to devote your full time and attention to your employment,
                                         to the extent necessary to carry out your duties hereunder. Because of the nature of
                                         your position, and as an exempt employee you will be required to work outside of usual
                                         working hours, where the circumstances and business needs require it. Nothing herein
                                         shall prevent or restrict you from engaging or being involved in any other business activity,
                                         including those listed in Exhibit “B” attached hereto, subject to compliance
                                         with your obligations to devote your full time and attention to your employment in this
                                         section and not to compete with the Company set forth in paragraph 9 below.



 


		4.	Paid
                                         Time Off. You will entitled to Paid Time Off in accordance with the provisions of
                                         the Company’s Employee Handbook, which will accrue on a pro-rata basis during the
                                         year, in addition to all public holidays when the office is closed. Vacation may be taken
                                         upon reasonable prior notice to the Board. The Company’s Employee Handbook contains
                                         further provisions relating to your entitlement and the taking of Paid Time Off, including
                                         the circumstances under which unused days may be carried over from one year to the next.



 


		5.	Sick
                                         & Personal Days. Paid Time Off may be used for sick or personal days. The Company’s
                                         Employee Handbook contains further provisions relating to the taking of sick or personal
                                         days, including the circumstances under which unused days may be carried over from one
                                         year to the next.



 


		6.	Benefits.
                                         You will be eligible to participate in all employee benefit plans established by the
                                         Company for its employees from time to time. The Company currently offers the benefits
                                         that are detailed in the Employee Handbook.



 


		7.	Expense
                                         Reimbursement. In accordance with Company policies from time to time, we will reimburse
                                         you for all reasonable and proper travel and business expenses incurred by you in the
                                         performance of your duties.



 


		8.	Confidentiality
                                         and Assignment of Inventions. As an employee and executive of the Company, you will
                                         have access to certain confidential information of the Company and you may, during the
                                         course of your employment, develop certain information or inventions that will be the
                                         property of the Company. To protect the interests of the Company, you will need to sign
                                         the Company’s standard “Employee Invention Assignment and Confidentiality
                                         Agreement” in the form attached hereto as Exhibit “C” as a condition
                                         of your employment.



 






     


    	 	 Philip R. Broenniman
Page 7
December 31, 2020




    

 


		9.	Covenant
                                         Not to Compete. While you are employed by the Company and for the period of one (1)
                                         year after the termination of your employment for any reason whatsoever, you shall not
                                         directly or indirectly:



 


		(a)	be
                                         employed, or engaged as an independent contractor, or consultant in any position where
                                         your responsibilities would require you to directly or indirectly support/work on services
                                         and/or products that are in competition with the Group’s businesses as they exist
                                         during your employment or on the date of your separation from the Company -- the Group’s
                                         businesses currently consist of its identity management and payment and transaction processing
                                         products and solutions; However, the Company acknowledges that you have been engaged
                                         in part because of your prior experience in the payments industry and nothing herein
                                         shall prevent or restrict your ability to work in the payments industry after the termination
                                         of your employment by the Company, nor during the term of your employment to be involved
                                         in a payments business that does not compete with the Company, nor shall these restrictions
                                         apply to your work with or for any organization set forth in Exhibit B;



 


		(b)	whether
                                         as an employee, independent contractor, consultant, or principal, enter into any agreement
                                         which is for the provision of services in competition with any of the Group’s businesses,
                                         as they exist during your employment or on the date of your separation from the Company,
                                         with any entity, which is or was a customer of the Group, as of or at any time within
                                         six (6) months prior to your separation date, nor cause any such customer to enter into
                                         any such competitive agreement with any third party; and



 


		(c)	whether
                                         on your own behalf or on behalf of any other person or entity (i) directly or indirectly
                                         solicit any employee of the Group to discontinue such employment relationship with the
                                         Group; or (ii) employ or seek to employ any person who is or was employed by the Group
                                         as of or at any time within six (6) months prior to your separation date; provided
                                         that this shall not apply to persons introduced by you to the Company;



 


You
acknowledge that the restrictions set forth in this paragraph are reasonable and necessary for the protection of the Group’s
legitimate interests, in particular having regard to the sensitive position which you will hold and the high level of confidential
and proprietary information regarding the Group’s business operations, systems and customers to which you will have access,
during the performance of your duties hereunder.


 


		10.	No
                                         Restrictions. You hereby warrant and represent that you are not subject to any restrictive
                                         covenant, or other agreement, which would prevent you from accepting this offer or from
                                         performing your obligations hereunder. To the extent that you are subject to confidentiality
                                         obligations to a former employer or any third party, you acknowledge and agree that it
                                         is your responsibility to ensure that you comply with such obligations on a continuing
                                         basis. You acknowledge that the Company is relying upon your warranty, representation
                                         and acknowledgement in this paragraph in making this offer to you. In the event of any
                                         claim against you or the Group by any third party arising out of a breach of this paragraph,
                                         you agree to indemnify and hold the Group (and its directors, officers and employees)
                                         harmless from and against all costs, claims and damages arising from such third party’s
                                         claim.



 


		11.	Governing
                                         Law & Arbitration. This offer and your employment shall be governed by and construed
                                         in accordance with the laws of the State of Missouri. Any claim, dispute or controversy
                                         arising out of this offer and your employment (other than claims relating to misuse or
                                         misappropriation of the intellectual property of the Company), the interpretation, validity
                                         or enforceability of this offer or the alleged breach thereof shall be submitted by the
                                         parties to binding arbitration by a sole arbitrator under the Employment Arbitration
                                         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 you 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. The site
                                         of the arbitration proceeding shall be in New York, New York. The costs of the arbitration
                                         shall be awarded by the arbitrator.



 






     


    	 	 Philip R. Broenniman
Page 8
December 31, 2020




    

 


		12.	Amendment.
                                         No amendment or waiver of any of the provisions hereof shall be effective, unless
                                         in writing and signed by each party.



 


		13.	Other
                                         Documents. Your employment is subject to the Employment Handbook and terms and conditions
                                         (including benefits) applicable generally to employees of the Group, from time to time
                                         in force, which are subject to change, amendment, or deletion in the Company’s
                                         sole discretion. As a condition of your employment you will also be required to enter
                                         into certain standard undertakings and consents, regarding confidentiality, security,
                                         use of the Group’s facilities and property and background checks. As part of our
                                         objective of continuous improvement and in order to comply with certain customer and
                                         audit requirements, you will also be required to undergo training at least annually on
                                         various matters including data security. In accordance with our standard policy this
                                         employment offer is subject to our receiving satisfactory references and civil and criminal
                                         background checks, and by signing this letter you hereby consent to our undertaking such
                                         reference and background checks.



 


		14.	Section
                                         409A of the Code. The intent of the parties is that payments and benefits under this
                                         letter comply with Section 409A of the Code and the Treasury Regulations and guidance
                                         promulgated thereunder (“Section 409A”), to the extent subject thereto,
                                         and accordingly, to the maximum extent permitted, this letter shall be interpreted and
                                         administered to be in compliance therewith. Notwithstanding anything contained herein
                                         to the contrary, you shall not be considered to have terminated employment with the Company
                                         for purposes of any provision in this letter providing for the payment of any amounts
                                         or benefits subject to Section 409A upon or following a termination of employment until
                                         you would be considered to have incurred a “separation from service” from
                                         the Company within the meaning of Section 409A and this letter shall be interpreted consistently
                                         therewith. It is intended that each amount paid (including an installment thereof), or
                                         benefit to be provided hereunder, shall be construed as and constitute separate and distinct
                                         “payments” for purposes of Section 409A. Without limiting the foregoing,
                                         and notwithstanding anything to the contrary contained herein, to the extent (a) any
                                         payments or benefits to which you become entitled under this letter, or under any agreement
                                         or plan referenced herein, in connection with your termination of employment from the
                                         Company constitute deferred compensation subject to Section 409A and (b) you are deemed
                                         at the time of such termination to be a “specified employee” under Section
                                         409A, then such payments shall not be made or commence until the earlier of (i) the first
                                         business day after the expiration of the six (6)-month period immediately following the
                                         date of your “separation from service” (as such term is at the time defined
                                         in Section 409A) from the Company; or (ii) the date of your death following such separation
                                         from service; provided, however, that such deferral shall only be effected
                                         to the extent required to avoid accelerated taxation and/or tax penalties under Section
                                         409A 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
                                         you or your beneficiary in one lump sum (without interest). To the extent required to
                                         avoid accelerated taxation and/or tax penalties under Section 409A, amounts reimbursable
                                         to you under or as provided in this letter shall be paid to you on or before the last
                                         day of the year following the year in which the expense was incurred and the amount of
                                         expenses eligible for reimbursement (and in-kind benefits provided to you) during one
                                         year may not affect amounts reimbursable or provided in any subsequent year. It is further
                                         intended that payments hereunder satisfy, to the greatest extent possible, the exemption
                                         from the application of Section 409A (and any state law of similar effect) provided under
                                         Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”).
                                         Whenever this letter specifies a payment period with reference to a number of days (e.g.,
                                         “payment shall be made within thirty (30) days following the date of termination”),
                                         the actual date of payment within the specified period shall be within the sole discretion
                                         of the Company. The Company makes no representation that any or all of the payments described
                                         or referenced in this letter will be exempt from or comply with Section 409A and makes
                                         no undertaking to preclude Section 409A from applying to any such payment. You understand
                                         and agree that you shall be solely responsible for the payment of any taxes, penalties
                                         interest or other expenses incurred by you on account of non-compliance with Section
                                         409A.



 






     


    	 	 Philip R. Broenniman
Page 9
December 31, 2020




    

 


If
the terms and the conditions of this letter are acceptable to you, please sign, date and return an original of this letter to
us.


 


We
look forward to a long and mutually beneficial relationship.


 


	 	Sincerely,
	 	 
	 	Ipsidy
    Inc.
	 	 
	 	By:
    	/s/
    Stuart Stoller
	 	Stuart
    P. Stoller, CFO


 


	AGREED
    & ACCEPTED:	 	 
	 	 	 
	/s/
    Philip Broenniman	 	 
	PHILIP
    R. BROENNIMAN	 	Dated:  December
    31, 2020


 




     


     


    

 


EXHIBIT
A


 


IPSIDY
INC.


AMENDED
& RESTATED NONSTATUTORY STOCK OPTION AGREEMENT


 


 






 


This
Nonstatutory Stock Option Agreement (“Agreement”)
is made and entered into as of the date set forth in Section 1(a) below, by and between Ipsidy Inc., a Delaware corporation (the
“Company”), and the following individual (“Optionee”) and is hereby amended and restated
as set forth herein as of _____________, 2020:


 


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


 


		1.	Option
                                         Information.



		(a)	Date
                                         of Option:	May
                                         22, 2020



		(b)	Optionee:	Philip
                                         R. Broenniman



		(c)	Number
                                         of Shares:	16,666,666



		(d)	Exercise
                                         Price:	$0.07



		(e)	Expiration
                                         Date:	May
                                         22, 2025



 


		2.	Acknowledgements.



 


(a)
Optionee is a Director and President and Chief Operating Officer of the Company.


 


(b)
Optionee is a party to that certain employment letter effective May 22, 2020 governing the terms of his employment with the Company
(“Employment Letter”).


 


(c)
The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors)
and shareholders of the Company have heretofore adopted a 2017 Incentive Stock Plan (the “Plan”), pursuant
to which this Option is being granted; and


 


(d)
The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase shares
of common stock 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
Section 4(2) thereunder.


 


3.
Shares; Price. 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 other consideration
as is authorized under the Plan and acceptable to the Board of Directors of the Company, in their sole and absolute discretion)
at the price per Share set forth in Section 1(d) above (the “Exercise Price”), such price being not less than
the fair market value per share of the Shares covered by this Option as of the date hereof.


 


4.
Term of Option; Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate, five (5) years from the date hereof, as set forth in Section 1(e) above (“Expiration Date”). This
Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the termination of Optionee’s
office or employment if such termination occurs prior to the Expiration Date. Nothing contained herein shall confer upon Optionee
the right to the continuation of his or her office or employment with the Company or to interfere with the right of the Company
to terminate such office or employment or to increase or decrease the compensation of Optionee from the rate in existence at the
date hereof.


 






    1


     


    

 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable and the Shares
shall vest during the term of Optionee’s office or employment as follows:


 


		(a)	3,333,333
                                         of the Shares shall vest and become exercisable on the date of this grant; and



 


		(b)	5,333,333
                                         of the Shares shall vest and become exercisable upon satisfaction of the first to occur
                                         of the following conditions:



 


		(i)	A
                                         minimum annualized revenue run-rate of the Company and its subsidiaries on a consolidated
                                         basis of $10,000,000, based on the revenue for any quarterly period, excluding non-recurring
                                         one-time payments (as defined below), determined in accordance with United States Generally
                                         Accepted Accounting Principles (“GAAP”) as shown in any of the Company’s
                                         Annual Reports on Form 10-K, or Quarterly Reports on Form 10-Q filed with the SEC (collectively
                                         “SEC Filings”) after the date hereof.



 


		(ii)	A
                                         Change of Control of the Company, or a strategic investment of at least $5,000,000, each
                                         at a valuation of the Company which equates to a Market Capitalization (as defined below)
                                         of the Company of not less than $100,000,000



 


		(iii)	The
                                         Company’s shares of Stock achieving a closing price on the principal market or
                                         exchange on which such shares are traded, which gives rise to a Market Capitalization
                                         of the Company of not less than $100,000,000 for 20 consecutive trading days.



 


		(c)	8,000,000
                                         of the Shares shall vest and become exercisable upon satisfaction of the first to occur
                                         of the following conditions:



 


		(i)	A
                                         minimum annualized revenue run-rate of the Company and its subsidiaries on a consolidated
                                         basis of $25,000,000, based on the revenue for any quarterly period, excluding non-recurring
                                         one-time payments, determined in accordance with GAAP as shown in any of the Company’s
                                         SEC Filings after the date hereof.



 


		(ii)	A
                                         Change of Control of the Company, or a strategic investment of at least $15,000,000,
                                         each at a valuation of the Company which equates to a Market Capitalization of the Company
                                         of not less than $200,000,000.



 


		(iii)	The
                                         Company’s shares of Stock achieving a closing price on the principal market or
                                         exchange on which such shares are traded, which gives rise to a Market Capitalization
                                         of the Company of not less than $200,000,000 for 20 consecutive trading days.



 


		(d)	If
                                         in the event of a Change of Control (i) it is not possible as of the date of closing
                                         of such Change of Control to determine the valuation of the Company for the purposes
                                         of Sections 5(b)(ii) or 5(c)(ii) above, whether due to some element of the consideration
                                         being deferred, or payable subject to a contingency or conditions, or being non-cash
                                         consideration which cannot be valued at such date; and (ii) provided that in the event
                                         that the maximum value (if any) agreed to by the parties to the transaction of the gross
                                         consideration receivable under the Change of Control transaction is not less than the
                                         amounts set forth in Sections 5(b)(ii) or 5(c)(ii) above respectively, then the relevant
                                         unvested Shares shall respectively vest and become exercisable upon such Change of Control,
                                         as if the maximum value had been achieved.1



 









		1	By
                                         way of example under Section 5(d)(ii) if the acquiror sets a maximum value of all consideration
                                         of say, $50 million then no shares shall vest. If the maximum value is say $150 million
                                         but it is not possible to determine the value at closing of the Change of Control, then
                                         all Option shares under Section 5(b) shall vest upon closing. If the maximum value is
                                         say $250 million, or there is no maximum but it is not possible to determine the value
                                         at closing of the Change of Control, then all Option shares under Sections 5(b) &
                                         5(c) shall vest upon closing.



 






    2


     


    

 


		(e)	If
                                         Optionee’s office and employment by the Company are terminated in the following
                                         circumstances:



 


		(i)	Termination
                                         by the Company other than for Cause (as defined in the Employment Letter) after the end
                                         of the relevant quarter which would satisfy the conditions set forth in Section 5(b)(i),
                                         or 5(c)(i) above, but before the publication of the relevant SEC Filings; or



 


		(ii)	The
                                         occurrence of a Termination upon Change of Control as defined in Section 1(e) of the
                                         Employment Letter, prior to the occurrence of a Change of Control which would satisfy
                                         the conditions set forth in Sections 5(b)(ii), or 5(c)(ii), or 5(d) above but subject
                                         to the closing of such Change of Control; or



 


		(iii)	Termination
                                         by the Company other than for Cause during the period commencing 10 consecutive trading
                                         days and ending before the 20th consecutive trading day referenced in Sections 5(b)(iii)
                                         or 5(c)(iii) above 



 


Such
that in each of the above-referenced cases Optionee’s Shares would not vest solely as a result of such termination, then
such number of Shares shall vest as is set forth in the relevant sub-section of Section 5(b) or (c) or (d) as would have vested
upon satisfaction of the applicable condition but for such termination by the Company.


 


 


		(f)	“Change
                                         of Control” shall mean (i) the Company is party to a merger or consolidation
                                         or sale of stock or a 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; OR (ii) 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); except if any of these events set forth in (i) or (ii) occurs in circumstances
                                         of the liquidation of the Company pursuant to a bankruptcy or other insolvency proceeding.



 


		(g)	“Market
                                         Capitalization” shall mean the amount which results from the following calculations
                                         or determinations:



 


		(i)	In
                                         the case of the closing price condition, the product of: (x) the closing price of the
                                         shares of Stock on the principal market or exchange on which the Company’s shares
                                         are traded on the relevant date multiplied by (y) the number of issued and outstanding
                                         shares of Stock on the relevant date.



 


		a.	In
                                         the case of the Change of Control condition the implied value of the Company based on
                                         the gross proceeds of the Change of Control transaction, comprising the aggregate of
                                         the cash amount and the market value of any publicly traded securities and the fair value
                                         agreed by the parties to the transaction of any non-traded, non-cash consideration, including
                                         any debt, equity or other property comprising any part of the gross consideration received
                                         or receivable by the Company and/or its Shareholders upon the consummation of any Change
                                         of Control transaction;



 






    3


     


    

 


		b.	In
                                         the case of the strategic investment transaction condition, the product of: (x) the purchase
                                         price of the shares of Stock or other securities which are issued to the investor(s)
                                         on an “as converted to common stock” per share basis multiplied by (y) the
                                         number of issued and outstanding shares of common Stock on the closing date, immediately
                                         prior to the closing of the investment and excluding any securities or shares issuable
                                         pursuant to the strategic investment transaction.



 


		(h)	“Non-recurring
                                         one-time payments”
                                         shall mean any revenue or accounts receivable derived
                                         from (i) sales of inventory, goods, equipment, or other assets of the Group not in the
                                         ordinary course of business, (ii) transaction revenue not received in the ordinary course
                                         of business, (iii) sales of services not in the ordinary course of business, or (iv)
                                         revenue received due to one-time, non-recurring transactions.



By
way of example, if in a particular quarter the Company has $3,000,000 of revenue but $1,000,000 results from the sale of a subsidiary,
or its assets, then for the purposes of the revenue condition the Company shall be deemed to have had revenue of $2,000,000 in
that quarter and an annualized revenue run rate of $8,000,000.


 


The
installments shall be cumulative (i.e., this option may be exercised, as to any or all Shares covered by an installment, at any
time or times after an installment becomes exercisable and until expiration or termination of this Option).


 


		6.	Exercise.



 


(a)
Standard Exercise. This Option shall be exercised by delivery to the Company of (i) 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, (i) 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 consistent with the Plan) and (iii) a written investment
representation as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by
the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime, except as provided
in Section 8 hereof.


 


(b)
Cashless Exercise. 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, and such other information set forth on the form of Notice of Exercise attached hereto as Appendix
A, 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 of the last reported sale prices on the principal
trading market for the Common Stock during the five (5) trading days immediately preceding such exercise date.


 






    4


     


    

 


7.
Termination of Appointment. If Optionee shall cease to be a director, employee or contractor of the Company for any reason,
whether voluntarily or involuntarily, other than by his or her death, 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 office 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 office and had not previously been exercised; provided, however: (i) if Optionee
is Disabled (as defined in the Employment Letter) at the time of termination, the foregoing three (3) month period shall be extended
to six (6) months; or (ii) if Optionee is terminated for Cause this Option shall automatically terminate as to all Shares covered
by this Option not exercised prior to termination. Unless earlier terminated, all rights under this Option shall terminate in
any event on the Expiration Date.


 


8.
Death of Optionee. If the Optionee shall die while holding office of the Company, 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 issuance of the Shares following exercise of this 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, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by
the Company”.


 


11.
Reorganization. The grant of this Option shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate
or to sell or transfer all or any part of its business or assets. The provisions of the Plan shall govern the rights of the Optionee
in the event of a Reorganization as defined in the Plan.


 


12.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income
for Federal and state income tax purposes in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such
current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment
to cover such liability as a condition of the exercise of this Option.


 






    5


     


    

 


13.
Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, 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 therefor (to the extent not theretofor exercised), subject at all times to the Plan, the Code and all relevant
securities statutes and rules. Notwithstanding the foregoing provisions of this Section 13, no modification shall, without the
consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 


14.
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 (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) 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 published financial statements and other information 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.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED ____________
BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY
UNDER CERTAIN CONDITIONS.


 


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 placed with the Company’s transfer agent.


 


15.
Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company’s securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of at least six months following the effective date of registration of such offering.


 






    6


     


    

 


16.
Notices. Any notice required to be given pursuant to this Option or the Plan 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 his or her employee/officer records.


 


17.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Delaware, 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:	Ipsidy
    Inc.,
	 	a
    Delaware corporation
	 	 
	 	 
	 	By:	/s/
    Stuart Stoller
	 	Name: 	Stuart
    Stoller
	 	Title:	Chief
    Financial Officer
	 	 
	OPTIONEE:	 
	 	 
	 	By:	/s/
    Philip Broenniman
	 	 	(signature)
	 	Name:	PHILIP
    R. BROENNIMAN



  




    7


     


    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


Ipsidy
Inc.


________________


________________


 


Re:
Nonstatutory Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Nonstatutory 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:


 


Nonstatutory
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


EITHER


 


1)
A check in the amount of the aggregate price of the shares being purchased is attached.


 


OR


 


2)
I elect a cashless exercise pursuant to Section 6 of my Stock Option Agreement. The Market Price* as of _______ was $_____ resulting
in the issuance of ______ shares of common stock on a cashless exercise basis.


 


*
Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during
the five (5) trading days immediately preceding such exercise date.


 


Further,
I understand that the exercise of the Options will give rise to taxable income at the time of exercise, which will be payable
in addition to the Exercise Price under the Option, whether by deduction from my compensation, or by my additional payment to
the Company.


 


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.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Company’s 2017
Incentive Stock Plan.


 


	 	By:
    ______________________
	 	 
	 	Dated:
    ____________________



 






    8


     


    

 


EXHIBIT
B


 


Permitted
Activities


 


	Organization	 	Role
	Varana
    Capital LLC and affiliated investment funds and entities of which it is the Investment Manager	 	Managing
    Partner & Member



 



    9


     


    

 


EXHIBIT
C


 


EMPLOYEE
INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT


 


THIS
EMPLOYEE INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT is entered into as of the 22nd day of May, 2020 between
the undersigned PHILIP R. BROENNIMAN residing at 2130 Hermosa Drive Boulder, Colorado 80304, and IPSIDY INC., a
Delaware corporation with a place of business at 670 Long Beach Boulevard, Long Beach, New York 11561 USA, (the “Company”).


 


WHEREAS,
I have agreed to be an employee of the Company or one of its affiliated entities (collectively referred to herein as the “Company”).


 


IN
CONSIDERATION OF, and as a condition of my employment with the Company (the receipt and sufficiency of which I hereby acknowledge)
I hereby represent to, and agree with the Company as follows:


 


1.
Purpose of Agreement. I understand that it is critical for the Company to preserve and protect its rights in “Inventions”
(as defined in Section 2 below), its “Confidential Information” (as defined in Section 7
below) and in all related intellectual property rights. Accordingly, I am entering into this Employee Invention Assignment and
Confidentiality Agreement (this “Agreement”) as a condition of my employment with the Company.


 


2.
Disclosure of Inventions. I will promptly disclose in confidence to the Company all inventions, improvements, designs,
original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and
trade secrets (the “Inventions”) that I make or conceive or first reduce to practice or create, either
alone or jointly with others, during the period and in the course of my employment, whether or not such Inventions are patentable,
copyrightable or protectable as trade secrets.


 


3.
Work for Hire. I acknowledge and agree that any copyrightable works prepared by me within the scope of my employment,
excluding any such works prepared prior to the date hereof, are “works made for hire” under the Copyright Law of the
United States and that the Company will be considered the author and owner of such copyrightable works. 


 


4.
Assignment of Inventions. I agree that all Inventions that (i) have been or are developed using equipment, supplies,
facilities, Confidential Information, or trade secrets of the Company, (ii) result from work performed by me for the Company,
or (iii) relate to the Company’s business or current research and development (the “Assigned Inventions”),
will be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company. 


 


5.
Assignment of Other Rights; Moral Rights. In addition to the foregoing assignment of Assigned Inventions to the Company,
I hereby irrevocably transfer and assign to the Company: (i) all worldwide patents, patent applications, copyrights, mask
works, trade secrets and other intellectual property rights, including but not limited to rights in databases, in any Assigned
Inventions, along with any registrations of or applications to register such rights; and (ii) any and all “Moral Rights”
(as defined below) that I may have in or with respect to any Assigned Inventions. I also hereby forever waive and agree never
to assert any and all Moral Rights I may have in or with respect to any Assigned Inventions, even after termination of my work
on behalf of the Company. “Moral Rights” mean any rights to claim authorship of or credit on an Assigned
Invention, to object to or prevent the modification or destruction of any Assigned Inventions, or to withdraw from circulation
or control the publication or distribution of any Assigned Inventions, and any similar right, existing under judicial or statutory
law of any country or subdivision thereof in the world, or under any treaty, regardless of whether or not such right is denominated
or generally referred to as a “moral right.” 


 






    10


     


    

 


6.
Assistance. I agree to reasonably assist the Company, at the Company’s cost, to obtain for the Company patents,
copyrights, mask work rights, trade secret rights and other legal protections for the Company’s Assigned Inventions in any
and all countries. I will execute any documents that the Company may reasonably request for use in obtaining or enforcing such
patents, copyrights, mask work rights, trade secrets and other legal protections. My obligations under this paragraph will continue
beyond the termination of my employment with the Company, provided that the Company will compensate me at a reasonable rate after
such termination for time or expenses actually spent by me at the Company’s request on such assistance. I appoint the Secretary
of the Company as my attorney-in-fact to execute documents on my behalf for this purpose.


 


7.
Confidential Information. I understand that my employment by the Company creates a relationship of confidence and trust
with respect to any information that may be disclosed to me by the Company and its officers, employees, shareholders or agents,
whether orally, in writing, by computer or other medium, by demonstration, by supply of samples and parts or in any other manner,
or which is otherwise accessible to me, that relates to the business of the Company or to the business of any parent, subsidiary,
affiliate, customer or supplier of the Company including all information received by the Company from third parties, which is
subject to an obligation of confidentiality (the “Confidential Information”). Such Confidential Information
includes, but is not limited to, Assigned Inventions, computer programming and software, Company products and services, systems,
functionality, designs, hardware, parts, concepts, specifications, features, techniques, plans, marketing, sales, performance,
cost, pricing, supplier and customer information, data, tables, schedules, contracts and other information concerning the Company
and its customers. I hereby acknowledge that all such Confidential Information belongs to the Company (or the respective customer,
supplier or third party, which supplied it to the Company.)


 


8.
Confidentiality. At all times during my employment and for two years after its termination, I will keep and hold all
such Confidential Information in strict confidence and trust. I will not use or disclose any Confidential Information without
the prior written consent of the Company, except as may be necessary to perform my duties as an employee of the Company for the
benefit of the Company, and except to my advisors who need to have such information in order to advise me. I will be responsible
for any breach of this Agreement by any of my advisors to whom I provide Confidential Information as if such advisors were a party
hereto. Upon termination of my employment with the Company, I will promptly deliver to the Company all documents and materials
of any nature pertaining to my work with the Company and I will not take with me or retain any documents or materials or copies
thereof containing any Confidential Information, in each case other than my tax returns and documents related to my stock options
and investments in the Company. I agree that I shall at all times comply with the Company’s Information Security Policy
and Procedures from time to time in force. I acknowledge that breach of this policy or any other provision of this Agreement
may be grounds for immediate dismissal.


 


9.
No Breach of Agreement or Infringement. I represent that my acceptance of the Company’s offer of employment,
performance of all the terms of this Agreement and my duties as an employee of the Company will not so far as I am aware breach
any invention assignment, proprietary information, confidentiality or similar agreement with any other party, nor infringe the
rights of any third party. I represent that I will not bring with me to the Company or use in the performance of my duties for
the Company any documents or materials or intangibles of a former employer or third party that are not generally available to
the public or have not been legally transferred to the Company. I acknowledge that the Company is relying upon my warranty, representation
and acknowledgement in this paragraph in offering me employment. 


 






    11


     


    

 


10.
Notification. I hereby authorize the Company to notify my future employers of the terms of this Agreement and my responsibilities
hereunder.


 


11.
Injunctive Relief. I understand that in the event of a breach or threatened breach of this Agreement by me the Company
may suffer irreparable harm and will therefore be entitled to seek injunctive relief to enforce this Agreement.


 


12.
Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State
of New York, without giving effect to that body of laws pertaining to conflict of laws. I hereby submit to the jurisdiction of
and consent to suit in the courts, Federal and State located in the State of New York with respect to any matter or dispute arising
out of this Agreement.


 


13.
Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the
intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement
and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to
the extent not enforceable) never been contained in this Agreement.


 


14.
Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
will be deemed an original, and all of which together shall constitute one and the same agreement.


 


15.
Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding
of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether
oral or written, between or among the parties hereto with respect to the specific subject matter hereof.


 


16.
Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto.
No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a
writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be
binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance
of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. No waiver granted
under this Agreement as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision
herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.


 






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17.
Successors and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights
and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns,
heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this
Agreement to any entity which is my employer. No other party to this Agreement may assign, whether voluntarily or by operation
of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.


 


18.
Further Assurances. The parties agree to execute such further documents and instruments and to take such further actions
as may be reasonably necessary to carry out the purposes and intent of this Agreement.


 





	SIGNED
    AS OF THIS 31ST DAY OF DECEMBER 2020
	 	 
	PHILIP
    R. BROENNIMAN	 
	 	 
	/s/
    Philip Broenniman	 


 



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EXHIBIT
D


 


RELEASE
OF CLAIMS


 


This
General Release of all Claims (this “Release”) is entered into on [●], by and between Ipsidy Inc., a
Delaware corporation (the “Company”), and PHILIP R. BROENNIMAN (the “Executive”).


 


In
accordance with Section 1(d) of the Employment Offer letter by and between the Company and the Executive, effective May 22, 2020
(the “Employment Letter”), in consideration of the payments and benefits to which the Executive is entitled
pursuant to Section 1(b) of the Employment Letter subject to the execution and non-revocation of this Release, the Executive agrees
as follows:


 


		●	General
                                         Release and Waiver of Claims.



 


		o	Release.
                                         The Executive and each of the Executive’s respective heirs, executors, administrators,
                                         representatives, agents, successors and assigns (collectively, the “Releasors”)
                                         hereby irrevocably and unconditionally release and forever discharge the Company and
                                         each of its subsidiaries and affiliates and each of their respective officers, employees,
                                         directors, managers, shareholders and agents (“Releasees”) from any
                                         and all claims, actions, causes of action, rights, judgments, obligations, damages, demands,
                                         accountings or liabilities of whatever kind or character (collectively, “Claims”),
                                         including, without limitation, any Claims under any federal, state, local or foreign
                                         law, that the Releasors may have or in the future may possess, arising out (i) of the
                                         Executive’s employment relationship with and service as an employee, officer, manager
                                         or director of the Company, and the termination of such relationship or service and (ii)
                                         any event, condition, circumstance or obligation that occurred, existed or arose on or
                                         prior to the date hereof; provided, however, that notwithstanding anything else
                                         herein to the contrary, this Release shall not affect: the obligations of the Company
                                         to pay the amounts set forth under the heading “Compensation” in the Employment
                                         Letter (including any Deferred Pay) due and owing to Executive on the Termination Date
                                         or other obligations that, in each case, by their terms, are to be performed after the
                                         date hereof by the Company; any indemnification or similar rights the Executive has as
                                         a current or former officer, manager or director of the Company, including, without limitation,
                                         any and all rights thereto referenced in the Company’s governance documents or
                                         any rights with respect to “directors’ and officers’” insurance
                                         policies; and the Executive’s right to reimbursement of business expenses.



 


		o	Specific
                                         Release of ADEA Claims. The Releasors hereby unconditionally release and forever
                                         discharge the Releasees from any and all Claims that the Releasors may have as of the
                                         date the Executive signs this Release arising under the Federal Age Discrimination in
                                         Employment Act of 1967, as amended, and the applicable rules and regulations promulgated
                                         thereunder (“ADEA”). By signing this Release, the Executive hereby
                                         acknowledges and confirms the following: (i) the Executive was advised by the Company
                                         in connection with his termination to consult with an attorney of his choice prior to
                                         signing this Release and to have such attorney explain to the Executive the terms of
                                         this Release, including, without limitation, the terms relating to the Executive’s
                                         release of claims arising under ADEA, and the Executive has in fact consulted with an
                                         attorney; (ii) the Executive was given a period of not fewer than twenty-one (21)
                                         calendar days to consider the terms of this Release and to consult with an attorney of
                                         his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily
                                         accepts the terms of this Release. The Executive also understands that he has seven (7)
                                         calendar days following the date on which he signs this Release within which to revoke
                                         the release contained in this paragraph, by providing the Company a written notice of
                                         his revocation of the release and waiver contained in this paragraph.



 






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		o	Release
                                         of All Claims. The Executive acknowledges, understands and agrees that he may later
                                         discover Claims or facts in addition to or different from those which he now knows or
                                         believes to be true with respect to the subject matters of this Release, but that it
                                         is nevertheless his intention by signing this Release to fully, finally and forever release
                                         any and all Claims whether now known or unknown, suspected or unsuspected, which now
                                         exist, may exist, or previously have existed as set forth herein.



 


		o	No
                                         Assignment. The Executive represents and warrants that he has not assigned any of
                                         the Claims being released under this Release.



 


		●	Proceedings.
The Executive has not filed, and agrees not to initiate or cause to be initiated on his behalf, any complaint, charge, claim or
proceeding against the Releasees before any local, state or federal agency, court or other body, other than in respect of any
matter described in the proviso to Section 1(a) of this Release (each, individually, a “Proceeding”), and agrees
not to participate voluntarily in any Proceeding. The Executive waives any right he may have to benefit in any manner from any
relief (whether monetary or otherwise) arising out of any Proceeding.



 


		●	Remedies.
The Executive understands that by entering into this Release he will be limiting the availability of certain remedies that he
may have against the Company and limiting also his ability to pursue certain claims against the Company.



 


		●	Severability
Clause. In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision
or part so found, and not the entire Release, will be inoperative.



 


		●	Non-admission.
Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company.



 


		●	Governing
Law. All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed
in accordance with, the laws of the State of Missouri applicable to contracts executed in and to be performed in that State.



 


		●	Capitalized
Terms. Capitalized terms used but not defined herein have the meanings ascribed to them in the Employment Letter.



 


THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT
HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS
OWN FREE WILL.


 


[Remainder
of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the Executive has executed this Release on the date first set forth below.


 


	EXECUTIVE:	 
	 	 
	 	 
	PHILIP R. BROENNIMAN	 
	 	 
	ACKNOWLEDGED AND AGREED	 
	 	 
	IPSIDY INC.	 
	 	 
	By:	                  	 
	Its:	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Release of Claims]


 


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