Exhibit
10.1


 


FORM
OF WAIVER OF CROSS-DEFAULT


 


This
Waiver of Cross Default (this “Agreement”) is dated as of February 6, 2017, and is entered into by and among PositiveID
Corporation, a Delaware corporation (the “Company”) and [  ] (the “Lenders”).


 


RECITALS


 


WHEREAS,
the Company is indebted to the Lenders an aggregate principal and interest amount of $5.7 million (“Loans”) partially
due and payable as of February 6, 2017. This comprises 96% of the Company’s outstanding convertible debt.


 


WHEREAS,
the Company has received a notice of default from [Holder 1] and has been informed by [Holder 2] (collectively, the “Notifying
Holders”) that they will also be delivering a notice of default, related to their outstanding convertible loans. The Notifying
Holders’ loans have an aggregate principal and interest balance of $126 thousand, which comprises 2% of the Company’s
outstanding convertible debt.


 





WHEREAS,
the Lenders are willing to:


 


	 	1.	forbear
    from enforcing any of their rights related to a cross default in any agreement between the Lenders and the Company related
    to the Holder 1 notice already delivered and the Holder 2 notice expected to be delivered.


 


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


 


1. Waiver
of Cross Default. Lenders hereby waive their rights or remedies to demand repayment of the Loans (“Forbearance
Payment”), or any other remedy from the Company, related to a cross default created by the Holder 1 notice already
delivered and the Holder 2 notice expected to be delivered.


 


2. Continuing
Effect. Except as expressly provided herein, the Company hereby agrees that the Loans shall continue unchanged and in
full force and effect, and all rights, powers and remedies of the Lenders thereunder and under applicable law are hereby
expressly reserved.


 


3. Miscellaneous.


 


	 	(a)
	Section
    headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.
	 	 	 
	 	(b)
	This
    Agreement may be executed in any number of counterparts and by the different parties on separate counterparts and each such
    counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same agreement.
	 	 	 
	 	(c)
	This
    Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any principals
    of conflicts of law. Each of the parties hereby irrevocably consents and agrees that any legal or equitable actions or proceeding
    arising under or in connection with this Agreement shall be brought in the appropriate courts located in State of Delaware,
    and by execution and delivery of this Agreement, irrevocably submits to and accepts the jurisdiction of said courts and waives
    any defense that such court is not a convenient forum. 
	 	 	 
	 	(d)
	This
    Agreement shall be binding upon the Company, the Lenders and their respective successor and assigns, and shall inure to the
    benefit of the Company, the Lenders and their respective successors and assigns.
	 	 	 
	 	(e)
	All
    amendments or modifications of this Agreement and all consents, waivers and notices delivered hereunder or in connection herewith
    shall be in writing.


 




    	 



    	 



    

 





4.
WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND EACH OF THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


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


 


	 	PositiveID
    Corporation 	 
	 	 	 	 
	 	By:	 	 
	 	Name:	William
J. Caragol	 
	 	Title:	Chief
Executive Officer	 
	 	 	 	 
	 	LENDER	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:
	 	 
	 	 	 	 
	 	LENDER	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:
	 	 
	 	 	 	 
	 	LENDER	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:
    	 	 
	 	 	 	 
	 	LENDER	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:
	 	 
	 	LENDER	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title: