Exhibit 4.1


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE AGREEMENT (this “Agreement”),
dated as of April 19, 2016, by and among ID Global Solutions Corporation, a Delaware corporation, with headquarters located at
160 E. Lake Brantley Drive, Longwood, Florida 32779 (the “Company”), and each of the purchasers set forth on
the signature pages hereto (the “Buyers” and each, a “Buyer”).


 


WHEREAS:


 


A.           The
Company and the Buyers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”
or “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”);


 


B.           Buyers
desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement 12% secured
convertible debentures of the Company, in the form attached hereto as Exhibit “A”, in the aggregate principal
amount of up to One Million Seven Hundred Thousand Dollars ($1,700,000) (the “Debentures”), convertible into
shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), upon the terms and
subject to the limitations and conditions set forth in such Debentures and common stock purchase warrants , in the form attached
hereto as Exhibit “B”, to acquire the number of shares of Common Stock equal to 100% of each Buyer’s aggregate
investment in the Debentures divided by the Conversion Price (as defined in the Debenture) (the “Warrants”).
In addition, upon the closing of this offering, the Buyers shall receive 66,667 shares of Common Stock (the "Closing Shares")
of the Company for each $100,000 invested, representing an aggregate issuance of 1,133,339 shares of common stock assuming $1,700,000
in Debentures sold.


 


C.           Each
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Debentures, related
Warrants and the Closing Shares as set forth immediately below its name on the signature pages hereto; and


 


NOW THEREFORE, the Company and each
of the Buyers severally (and not jointly) hereby agree as follows:


 


1.           PURCHASE
AND SALE OF DEBENTURES, WARRANTS AND CLOSING SHARES.


 


a.           Purchase
of Debentures and Warrants. On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and
each Buyer severally agrees to purchase from the Company such principal amount of Debentures and such number of Warrants and such
number of Closing Shares as is set forth immediately below such Buyer’s name on the signature pages hereto.


 






     


     


    

 


b.           Form
of Payment. On the Closing Date (as defined below), (i) each Buyer shall pay the purchase price for the Debentures, Warrants
and the Closing Shares to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”)
by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions,
against delivery of the Debentures in the principal amount equal to the Purchase Price, the Warrants and the Closing Shares, and
(ii) the Company shall deliver such Debentures and Warrants and the Closing Shares duly executed on behalf of the Company, to such
Buyer, against delivery of such Purchase Price.


 


c.           Closing
Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the date and time of the issuance and sale of the Debentures, the Warrants and the Closing Shares pursuant to this Agreement (the
“Closing Date”) shall be 12:00 noon, Eastern Standard Time on April __, 2016 or such other mutually agreed upon
time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may be agreed to by the parties.


 


2.           BUYERS’
REPRESENTATIONS AND WARRANTIES. Each Buyer severally (and not jointly) represents and warrants to the Company solely as
to such Buyer that:


 


a.           Investment
Purpose. As of the date hereof, the Buyer is purchasing the Debentures, the Warrants and the shares of Common Stock issuable
upon conversion of the Debentures and exercise of the Warrants (such shares of Common Stock issuable in connection with the Debentures
and the Warrants being collectively referred to herein as the “Conversion Shares” and, collectively with the
Debentures, Warrants, the Closing Shares and Conversion Shares, the “Securities”) for its own account and not
with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration
under the 1933 Act.


 


b.           Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D (an “Accredited Investor”).


 


c.           Reliance
on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the
Buyer to acquire the Securities.


 


d.           Governmental
Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Securities.


 






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e.           Transfer
or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered
under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities
are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company
an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to
the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(e) and who is an Accredited Investor, (d) the Securities
are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;
(ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some
other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. Notwithstanding the foregoing or anything else contained herein to the contrary,
the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.


 


f.            Legends.
The Buyer understands that the Debentures, Warrants,the Closing Shares and, until such time as the Conversion Shares have been
registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, the Conversion Shares may bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
(THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION
OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of any Securities upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) such Securities are registered for sale under an effective registration
statement filed under the 1933 Act, or (b) such holder provides the Company with an opinion of counsel, in form, substance and
scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Securities
may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer
is effected or (c) such holder provides the Company with reasonable assurances that such Securities can be sold pursuant to Rule
144 or Regulation S. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend
has been removed, in compliance with applicable prospectus delivery requirements, if any.


 






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g.           Authorization;
Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on
behalf of the Buyer, and this Agreement constitutes valid and binding agreements of the Buyer enforceable in accordance with their
terms.


 


h.           Residency.
The Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s name on the signature pages hereto.


 


i.            Brokers.
The Buyer acknowledges that the Company has engaged Network 1 Financial Securities, Inc., a broker dealer registered with FINRA
(“Network”), as a finder in connection with the sale of the Debentures and Warrants and Network shall be entitled
to a fee equal to eight (8%) percent of the gross proceeds and shares of Common Stock of the Company equal to the aggregate principal
amount of the Debentures multiplied by eight (8%) percent, which product is divided by the Conversion Price as of the Closing Date
as defined in the Debentures.


 


3.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company represents and warrants to each Buyer that:


 


a.           Organization
and Qualification. The Company and each of its Subsidiaries, if any, is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and
other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted. “Subsidiary” shall mean any corporation or other entity of which at least a majority of the securities
or other ownership interests having ordinary voting power (absolutely or contingently) for the election of directors or other persons
performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.


 


b.           Authorization;
Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement.


 


c.           Capitalization.
The capitalization of the Company is as set forth on Schedule 3(c) attached hereto. The Company presently has 300,000,000
shares of Common Stock outstanding. Subject to approval of the Board of Directors and shareholders, the Company intends to increase
its authorized shares of Common Stock to 500,000,000 and establish a new class of blank check preferred stock, with a par value
of $0.0001 per share, in the amount of 20,000,000 shares.


 


d.           Issuance
of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Debentures and
exercise of the Warrants.


 






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e.           Acknowledgment
of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance
of the Conversion Shares.


 


f.            Bad
Actor Representation. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person
is subject to a Disqualification Event.


 


g.           Litigation.
There is no action, suit, proceeding, or investigation (including without limitation any suit, proceeding, or investigation involving
the prior employment of any of the Company’s employees, their use in connection with the Company’s business of any
information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with
prior employers) pending or, to the best of the Company’s knowledge, currently threatened before any court, administrative
agency, or other governmental body. The Company is not a party or subject to, and none of its assets is bound by, the provisions
of any order, writ, injunction, judgment, or decree of any court or government agency or instrumentality. There is no action, suit,
or proceeding by the Company currently pending or that the Company intends to initiate.


 


h.           Disclosure.
Except as set forth on Schedule 3(h), the Company has fully provided each Buyer with all the information that such Buyer has requested
for deciding whether to purchase the Securities and all material information that the Company believes is reasonably necessary
to enable a reasonable Buyer to make such decision. Neither this Agreement, nor any other agreements, statements or certificates
made or delivered to Buyer in connection herewith or therewith contains any untrue statement of a material fact or, when taken
together, omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading.


 


i.            Shell
Company Status. During the previous twelve (12) months, the Company has not been a shell as such term is defined in Rule
144(i) under the Securities Act.


 






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j.            Commission
Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of
the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”).
The Company has not provided to the Buyers any material non-public information or other information which, according to applicable
law, rule or regulation, was required to have been disclosed publicly by the Company but which has not been so disclosed, other
than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality
agreement signed by the Buyers. At the time of the respective filings, the Commission Documents complied in all material
respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and other
federal, state and local laws, rules and regulations applicable to such documents. As of their respective filing dates, none of
the Commission Documents contained any untrue statement of a material fact; and none omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the Commission Documents (the “Financial Statements”)
comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the
Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance
with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the
periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly
present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of
operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)


 


k.          No
Material Adverse Effect. Since March 31, 2015, neither the Company, nor any Subsidiary has experienced or suffered any
Material Adverse Effect. For the purposes of this Agreement, “Material Adverse Effect” means any of (i) a material
and adverse effect on the legality, validity or enforceability of this Agreement or the other Transaction Documents, (ii) a material
adverse effect on the business, operations, properties, or financial condition of the Company, its Subsidiaries, individually,
or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with
the ability of the Company to perform any of its obligations under this Agreement or the other Transaction Documents in any material
respect or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations under this Agreement
or the other Transaction Document.


 


l.            No
Undisclosed Liabilities. Other than as disclosed on Schedule 3(l) or set forth in the Commission Documents, to the
knowledge of the Company, neither the Company, nor any Subsidiary has any liabilities, obligations, claims or losses (whether liquidated
or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course
of the Company’s and any Subsidiary’s respective businesses since September 30, 2014 and those which, individually
or in the aggregate, do not have a Material Adverse Effect on the Company and any Subsidiary.


 


m.           No
Undisclosed Events or Circumstances. To the Company’s knowledge, no event or circumstance has occurred or exists
with respect to the Company or any Subsidiary or their respective businesses, properties, operations or financial condition, which,
under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly
announced or disclosed.


 






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n.           Indebtedness.
Other than as set forth on Schedule 3(n), the Financial Statements set forth all outstanding secured and unsecured Indebtedness
of the Company, or for which the Company, or any Subsidiary have commitments as of the date of the Financial Statements or any
subsequent period that would require disclosure. For the purposes of this Agreement, “Indebtedness” shall mean
(a) any liabilities for borrowed money or amounts owed (other than trade accounts payable incurred in the ordinary course of business),
(b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness of others, whether or not the same
should be reflected in the Company’s consolidated balance sheet (or the Securities thereto), except guaranties by endorsement
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present
value of any lease payments due under leases required to be capitalized in accordance with GAAP. Neither the Company, nor any Subsidiary
is in default with respect to any Indebtedness which, individually or in the aggregate, would have a Material Adverse Effect.


 


o.           Title
to Assets. Except as set forth on Schedule 3(o),the Company has good and marketable title in fee simple to all real property
owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company and (ii) Liens for the payment of
federal, state or other taxes, for which appropriate reserves have been made therefore in accordance with GAAP and, the payment
of which is neither delinquent nor subject to penalties (liens referenced in subsection (i) and (ii) above are collectively referred
to as "Permitted Liens"). Any real property and facilities held under lease by the Company are held by it under valid,
subsisting and enforceable leases with which the Company is in compliance.


 


p.           Actions
Pending. Except as disclosed in the Commission Documents or on Schedule 3(p), there is no action, suit, claim, investigation,
arbitration, alternate dispute resolution proceeding or any other proceeding pending or, to the knowledge of the Company, threatened
against or involving the Company, any Subsidiary (i) which questions the validity of this Agreement or any of the other Transaction
Documents or the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto or (ii)
involving any of their respective properties or assets. To the knowledge of the Company, there are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental or regulatory body against the Company or any Subsidiary
or any of their respective executive officers or directors in their capacities as such.


 


q.           Compliance
with Law. The Company and its Subsidiaries have all material franchises, permits, licenses, consents and other governmental
or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it
unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations
and approvals, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 






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r.            Compliance.
Except as set forth in the in Schedule 3(r), the Company: (i) is not in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), nor has
the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit
agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether
or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection,
occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect.


 


s.          No
Violation. The business of the Company and any Subsidiary is not being conducted in violation of any federal, state,
local or foreign governmental laws, or rules, regulations and ordinances of any governmental entity, except for possible violations
which singularly or in the aggregate could not reasonably be expected to have a Material Adverse Effect. The Company is not required
under federal, state, local or foreign law, rule or regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under
the Transaction Documents, or issue and sell the Debentures, the Warrants or Conversion Shares in accordance with the terms hereof
or thereof (other than (x) any consent, authorization or order that has been obtained as of the date hereof, (y) any filing or
registration that has been made as of the date hereof or (z) any filings which may be required to be made by the Company with the
Commission or state securities administrators subsequent to the Closing).


 


t.            No
Conflicts. The execution, delivery and performance of this Agreement and the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated herein and therein do not and will not (i) violate any provision of
the Articles or Bylaws, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any
Subsidiary is a party or by which it or its properties or assets are bound, (iii) create or impose a lien, mortgage, security interest,
pledge, charge or encumbrance (collectively, “Lien”) of any nature on any property of the Company or any Subsidiary
under any agreement or any commitment to which the Company or any Subsidiary is a party or by which the Company, or any Subsidiary
is bound or by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state,
local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations)
applicable to the Company or any Subsidiary or by which any property or asset of the Company, or any Subsidiary are bound or affected,
provided, however, that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.


 






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u.           Taxes.
Other than as set forth on Schedule 3(u), each of the Company and any Subsidiary, to the extent its applicable, has accurately
prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for
the payment of all taxes shown to be due other than payment being contested and all additional assessments, and adequate provisions
have been and are reflected in the consolidated financial statements of the Company for all current taxes and other charges to
which the Company, or any Subsidiary, if any, is subject and which are not currently due and payable. None of the federal income
tax returns of the Company have been audited by the Internal Revenue Service. The Company has no knowledge of any additional assessments,
adjustments or contingent tax liability (whether federal, state or foreign) of any nature whatsoever, whether pending or threatened
against the Company or any Subsidiary for any period, nor of any basis for any such assessment, adjustment or contingency.


 


v.           Intellectual
Property. Each of the Company and any Subsidiary, owns or has the lawful right to use all patents, trademarks, domain names
(whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual
property rights relating thereto, service marks, trade names, copyrights, licenses and authorizations, if any, and all rights with
respect to the foregoing, if any, which are necessary for the conduct of their respective business as now conducted without any
conflict with the rights of others, except where the failure to so own or possess would not have a Material Adverse Effect.


 


w.          Books
and Records Internal Accounting Controls. Except as may have otherwise been disclosed in the Commission Documents, the
books and records of the Company, and any Subsidiary accurately reflect in all material respects the information relating to the
business of the Company and any Subsidiary, the location and collection of their assets, and the nature of all transactions giving
rise to the obligations or accounts receivable of the Company, or any Subsidiary. Except as disclosed on Schedule 3(w),
the Company and any Subsidiary maintain a system of internal accounting controls sufficient, in the judgment of the Company, to
provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions
are taken with respect to any differences.


 


x.         Material
Agreements. Any and all written or oral contracts, instruments, agreements, commitments, obligations, plans or arrangements,
the Company and any Subsidiary is a party to, that a copy of which would be required to be filed with the Commission as an exhibit
to a registration statement (collectively, the “Material Agreements”) if the Company or any Subsidiary were
registering securities under the Securities Act has previously been publicly filed with the Commission in the Commission Documents.
Each of the Company and any Subsidiary has in all material respects performed all the obligations required to be performed by them
to date under the foregoing agreements, have received no notice of default and are not in default under any Material Agreement
now in effect the result of which would cause a Material Adverse Effect.


 






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y.         Transactions
with Affiliates. Except as set forth in the Financial Statements or in the Commission Documents or on Schedule 3(y),
there are no loans, leases, agreements, contracts, royalty agreements, management contracts or arrangements or other continuing
transactions between (a) the Company, or any Subsidiary on the one hand, and (b) on the other hand, any officer, employee, consultant
or director of the Company or any Subsidiary, or any person owning more than 10% capital stock of the Company, or any Subsidiary,
or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or other
entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer,
employee, consultant, director or stockholder


 


z.         Private
Placement and Solicitation. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section
2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as
contemplated hereby. Based in part on the accuracy of the representations of the Buyers in Section 2, and subject to timely applicable
Form D filings pursuant to Regulation D of the Securities Act with the Commission and pursuant to applicable state securities laws,
the offer, sale and issuance of the Securities to be issued pursuant to and in conformity with the terms of this Agreement, will
be issued in compliance with all applicable federal and state securities laws. Neither the Company nor any of its affiliates, nor
any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D under the Securities Act) in connection with the offer or sale of any of the Debentures, Warrants or Conversion
Shares.


 


aa.         Governmental
Approvals. Except for the filing of any notice prior or subsequent to the Closing Date that may be required under applicable
state and/or federal securities laws (which if required, shall be filed on a timely basis), including the filing of a Form D, no
authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, is or will be necessary for, or in connection with, the execution
or delivery of the Debentures, Warrants or Conversion Shares, or for the performance by the Company of its obligations under this
Agreement and the Transaction Documents.


 


bb.         Employees.
Except as disclosed on Schedule 3(bb), neither the Company nor any Subsidiary has any collective bargaining arrangements
covering any of its employees. Schedule 3(bb) sets forth a list of the employment contracts, agreements regarding proprietary
information, non-competition agreements, non-solicitation agreements, confidentiality agreement, or any other similar contract
or restrictive covenant, relating to the right of any officer, employee or consultant to be employed or engaged by the Company.
Since March 31, 2015, no officer, consultant or key employee of the Company or any Subsidiary whose termination, either individually
or in the aggregate, would have a Material Adverse Effect, has terminated or, to the knowledge of the Company, has any present
intention of terminating his or her employment or engagement with the Company or any Subsidiary.


 


4.           COVENANTS.


 


a.           Best
Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7
of this Agreement.


 






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b.           Blue
Sky Laws. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine
is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under applicable
securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.


 


c.           Use
of Proceeds. The Company shall use the proceeds from the sale of the Debentures for working capital purposes and shall
not, directly or indirectly, use such proceeds for any distribution or dividend to any shareholder of the Company.


 


d.           Securities
Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated
by this Agreement and the Transaction Documents, including filing a Form D with respect to the Securities, as required under Regulation
D and applicable “blue sky” laws if such Securities are offered pursuant to Rule 506 of Regulation D and shall take
all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal
and valid issuance of the Debentures, Warrants and Conversion Shares to the Buyers or subsequent holders.


 


e.           Liquidation.
Subject to the terms of the Transaction Documents, the Company covenants that it will take such further action as the Buyers may
reasonably request, all to the extent required from time to time to enable the Buyers to sell the Securities without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, as
amended.


 


f.            Keeping
of Records and Books of Account. The Company shall keep and cause each Subsidiary to keep adequate records and books of
account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions
of the Company and its Subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence,
amortization, taxes, bad debts and other purposes in connection with its business shall be made.


 


g.           Amendments.
The Company will not and will not permit any Subsidiary to amend, modify or waive any term
or provision of its certificate of formation, limited liability company agreement, certificate of incorporation, by-laws, partnership
agreement or other applicable documents relating to its formation or governance, or any shareholders agreement, other than amendments,
modifications and waivers that are not materially adverse in any respect to the Buyers and of which the Buyers have received at
least five (5) Business Days’ prior written notice.


 


h.           Other
Agreements. The Company shall not and shall cause its Subsidiaries, enter into any agreement the terms of which would restrict
or impair the ability of the Company to perform its obligations under this Agreement and the Transaction Document.


 


i.            Disposition
of Assets. So long as any Debentures remains outstanding, neither the Company, nor any of its Subsidiaries shall sell,
transfer or otherwise dispose of any of its material properties, assets and rights including, without limitation, its software
and intellectual property, to any person except for (i) sales to customers in the ordinary course of business (ii) sales or transfers
between the Company, the Subsidiaries (iii) disposition of obsolete or worn out equipment or (iiv) otherwise with the prior written
consent of the holders of a majority of the Debentures then outstanding.


 






    11


     


    

 


j.            Reporting
Status. So long as a Buyer beneficially owns any of the Securities, the Company shall timely file all reports required
to be filed with the Commission pursuant to the Exchange Act, and the Company shall not terminate its status as an issuer required
to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.


 


k.          Disclosure
of Transaction. The Company shall file with the Commission, a Current Report on Form 8-K describing the material terms
of the transactions contemplated hereby and all material non-public information disclosed to the Buyers prior to the filing as
soon as practicable after the Closing but in no event later than 5:30 P.M. (EDT) on the fourth Business Day following the Closing.
In the event that the Company is unable to disclose specific non-public information in the Form 8-K, the Company shall include
such information in its Form 10-Q for the interim period during which the Closing contemplated hereby occurs. “Business
Day” means any day during which the NASDAQ (or other principal exchange)
shall be open for trading.


 


l.            Sarbanes-Oxley
Act. The Company shall be in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002, and the rules
and regulations promulgated thereunder, as required under such Act.


 


m.           No
Integrated Offerings. The Company shall not make any offers or sales of any security (other than the securities being offered
or sold hereunder) under circumstances that would require registration of the securities being offered or sold hereunder under
the Securities Act.


 


5.           INDEMNITY.


 


a.           General
Indemnity. The Company agrees to indemnify and hold harmless the Buyers (and their respective directors, officers, managers,
partners, members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities,
deficiencies, costs, damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements)
incurred by the Buyers as a result of any material breach of the material representations, warranties or covenants made by the
Company herein. Each Buyer severally but not jointly agrees to indemnify and hold harmless the Company and its directors, officers,
affiliates, agents, successors and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses
(including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result
of any breach of the representations, warranties or covenants made by such Buyer herein. The maximum aggregate liability of each
Buyer pursuant to its indemnification obligations under this Section 5 shall not exceed the portion of the Purchase Price paid
by such Buyer hereunder. In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential
or punitive damages resulting from a breach or violation of this Agreement.


 






    12


     


    

 


b.           Indemnification
Procedure. Any party entitled to indemnification under this Section 5 (an “Indemnified Party”) will
give written notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that
the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Section 5 except to the extent that the indemnifying party is actually prejudiced by such failure
to give notice. In case any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification
is sought hereunder, the indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified
Party a conflict of interest between it and the indemnifying party may exist with respect of such action, proceeding or claim,
to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the indemnifying
party advises an Indemnified Party that it will contest such a claim for indemnification hereunder, or fails, within thirty (30)
days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise,
at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such
defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In
any event, unless and until the indemnifying party elects in writing to assume and does so assume the defense of any such claim,
proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of
any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate
fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to
such action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim,
then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense.
The indemnifying party shall not be liable for any settlement of any action, claim or proceeding effected without its prior written
consent, provided, however, that the indemnifying party shall be liable for any settlement if the indemnifying party
is advised of the settlement but fails to respond to the settlement within thirty (30) days of receipt of such notification. Notwithstanding
anything in this Section 5 to the contrary, the indemnifying party shall not, without the Indemnified Party’s prior written
consent, settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation
on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff
to the Indemnified Party of a release from all liability in respect of such claim. The indemnity agreements contained herein shall
be in addition to (a) any cause of action or similar rights of the Indemnified Party against the indemnifying party or others,
and (b) any liabilities the indemnifying party may be subject to pursuant to the law.


 


6.          CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company hereunder to issue and sell the Debentures to
a Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 






    13


     


    

 


a.           The
applicable Buyer shall have executed this Agreement and delivered the same to the Company.


 


b.           The
applicable Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 


c.           The
representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing
Date.


 


d.           No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.           CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debentures at the
Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these
conditions are for such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion:


 


a.           The
Company shall have executed this Agreement and delivered the same to the Buyer.


 


b.           The
Company shall have delivered to such Buyer duly executed Debentures (in such denominations as the Buyer shall request), Warrants
and Closing Shares in accordance with Section 1(b) above.


 


c.           The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and
the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


d.           No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


e.           No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.\


 






    14


     


    

 


f.            Company
shall have executed the Security Agreement and delivered the same to Buyer.


 


g.           Secretary’s
Certificate. The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Closing Date,
certifying attached copies of (A) the Organizational Documents of the Company (B) the resolutions of the Company's Board approving
this Agreement and the transactions contemplated hereby; and (D) the incumbency of each authorized officer of the Company signing
this Agreement and the Transaction Documents and any other documents required to be executed or delivered in connection herewith
and therewith.


 


h.           Officer’s
Certificate. The Company shall have delivered to the Buyers a certificate of an executive officer of the Company, dated as
of the Closing Date, confirming the accuracy of the Company’s representations, warranties and covenants as of the Closing
Date and confirming the compliance by the Company with the conditions precedent set forth in this Section 7 as of the Closing Date.


 


i.            Stop
Orders. No stop order or suspension of trading shall have been imposed by the Commission or any other governmental or regulatory
body having jurisdiction over the Company or the Trading Market(s) where the Common Stock is listed or quoted, with respect to
public trading in the Common Stock.


 


8.           GOVERNING
LAW; MISCELLANEOUS.


 


a.           Governing
Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES
HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN TAMPA, FLORIDA WITH RESPECT TO
ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY
WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’
FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.


 






    15


     


    

 


b.           Counterparts;
Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


c.           Headings.
The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,
this Agreement.


 


d.           Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 


e.           Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.


 


f.            Notices.
Any notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and
shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.
The addresses for such communications shall be:


 


	If to the Company, to:	ID Global Solutions Corporation
	 	160 East Brantley Drive
	 	Longwood, FL 32779
	 	Attention: Thomas R. Szoke
	 	Telephone: (407) 951-8640
	 	Facsimile:
	 	 
	With a copy to:	Fleming, PLLC
	 	Attn: Stephen Fleming
	 	49 Front Street, Suite 206
	 	Rockville Centre, NY 11570
	 	Telephone: (516) 833-5034
	 	Facsimile: (516) 977-1029


 






    16


     


    

 


If to the Buyer(s), to the address set forth on the signature
page. Each party shall provide notice to the other party of any change in address.


 


g.           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.
Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written
consent of the other. Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign its rights hereunder to
any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,” as that term
is defined under the 1934 Act, without the consent of the Company.


 


h.           Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    17


     


    

 


IN WITNESS WHEREOF, the undersigned
Buyers and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	ID GLOBAL SOLUTIONS CORPORATION	 
	 	 	 	 
	 	 	 	 
	Thomas R. Szoke	 	 
	Chief Executive Officer	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


ADDRESS:


 


	AGGREGATE SUBSCRIPTION AMOUNT:	 
	 	 
	Aggregate Principal Amount of Debentures:	$__,000
	Aggregate Purchase Price:	$__,000
	Warrant Shares:	______
	Closing Shares:	______


 




    18


     


    

 


SCHEDULES TO SECURITIES PURCHASE AGREEMENT


 


	Schedule 3(c) – Capitalization	 	 	 
	 	 	 	 
	Shares Outstanding	 	 	211,923,213	 
	Shares Pending Issuance	 	 	0	 
	Affiliate Warrants & Options	 	 	48,300,000	 
	Non-Affiliated Warrants & Options	 	 	2,420,000	 
	Convertible Debentures	 	 	28,200,000	 
	Warrants ($.05 – Convertible Debentures Raise - I)	 	 	22,880,000	 
	Warrants ($.15 – Convertible Debentures Raise - II)	 	 	5,534,707	 
	Warrants ($.15 – Convertible Debentures Raise - III)	 	 	1,807,833	 
	Warrants ($.48 – Convertible Debentures Raise - IV)	 	 	2,045,451	 
	Reserves for Raise IV Conversion	 	 	4,433,333	 
	Affiliate Warrants ($.03)	 	 	7,500,000	 
	Warrants (Offering)	 	 	6,666,667	 
	Affiliate Convertible Debt  ($.15)	 	 	1,146,667	 
	Affiliate Warrants –Bridge ($.40)	 	 	250,000	 
	 	 	 	 	 
	Fully Diluted Outstanding	 	 	343,107,871	 



(1)         



 




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Schedule 3(h) – Disclosure


 


On April 6, 2015 (the "Closing Date"),
the Company and all of the shareholders (the "Multipay Shareholders") of Multipay S.A., a Colombian corporation ("Multipay"),
closed (the "Closing") on the Share Purchase Agreement entered into between the parties on March 6, 2015. As a result
of the Closing, the Company acquired 100% of the issued and outstanding shares of Multipay (the "Multipay Shares") from
the Multipay Shareholders on a fully diluted basis. In consideration for the Multipay Shares, the Company issued and sold to the
Multipay Shareholders an aggregate of 7,600,000 shares of common stock of the Company. Within ten days of the Closing Date, the
Company is required to issue 7,000,000 shares of common stock. Upon the Multipay Shareholders paying certain liabilities in the
approximate amount of US $340,000, the Company is required to deliver the balance of 600,000 shares of common stock to the Multipay
Shareholders. In the event the Multipay Shareholders do not pay the required amount by the 12-month anniversary of the Closing
Date, the Company will not be required to deliver the remaining shares of common stock. On May 7, 2015, the Company and Multipay
executed an amendment to the Share Purchase Agreement to amend the 7,000,000 shares to be issued within ten days of the Closing
Date to 6,101,517 shares and the 600,000 shares to be delivered upon Multipay Shareholders paid off the required amount to 1,498,483
shares. The 6,101,517 shares will be issued on May 18, 2015. The Company is required to complete and file with the Commission audited
financial statements for the year ended December 31, 2014. The Company is in the process of finalizing such audit and expects to
file a Form 8-K Current Report with the Commission.


 


Schedule 3(n) – Indebtedness


 


On December 22 through December 28, 2015,
the Company entered into and closed Securities Purchase Agreements with several accredited investors (the "2015 Accredited
Investors") pursuant to which the 2015 Accredited Investors invested $850,000 (the "Offering") into the Company
in consideration of Promissory Notes (the "Notes") and common stock purchase warrants (the "Warrants") to acquire
an aggregate of 1,770,832 shares of common stock. The Warrants are exercisable for a period of five years at an exercise price
of $0.48. The Notes bear interest of 12% and are payable one year from the date of issuance. The Notes are secured by pro-rata
pledges of 10,000,000 issued and outstanding shares of common stock of the Company held by the Company's Chief Executive Officer,
Thomas R. Szoke, pursuant to stock pledge agreements entered into between the 2015 Accredited Investors and Mr. Szoke. Prior to
the maturity dates of the Notes, the 2015 Accredited Investors may elect to convert the interest accrued on the Notes into shares
of common stock of the Company at a conversion rate of $0.48 per share (the “Interest Conversion Price”), provided,
however, that upon the closing of the next financing following the closing of the Offering in which the Company sells shares of
common stock or securities that are convertible into shares of common stock in excess of $5,000,000 (the "Subsequent Financing"),
the Interest Conversion Price will be adjusted to equal such price per share or conversion price utilized in such Subsequent Financing,
provided, however, that in no event will the Interest Conversion Price be increased and such adjustment to the Interest Conversion
Price will be a one-time event.


 




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On September 25, 2015 through November
5, 2015, the Company entered into and closed Securities Purchase Agreements with several accredited investors (the "2015 Accredited
Investors") pursuant to which the 2015 Accredited Investors invested $1,250,000 (the "Offering") into the Company
in consideration of Secured Promissory Notes (the "Notes") and common stock purchase warrants (the "Warrants")
to acquire an aggregate of 8,333,338 shares of common stock. The Warrants are exercisable for a period of five years at an exercise
price of $0.15. The Notes bear interest of 12% and are payable one year from the date of issuance. The Notes are secured by 100%
of the Company’s interest in ID Global LATAM S.A.S., a wholly-owned Colombian subsidiary of the Company. Prior to the maturity
dates of the Notes, the 2015 Accredited Investors may elect to convert the interest accrued on the Notes into shares of common
stock of the Company at a conversion rate of $0.10 per share.


 


On September 4, 2015, ID the Company entered
into a Securities Purchase Agreement with Ricky Solomon, a director of the Company, pursuant to which Mr. Solomon invested $100,000
into the Company in consideration of a Secured Promissory Note (the "Solomon Note") and a common stock purchase warrant
to acquire an aggregate of 250,000 shares of common stock exercisable for a period of five years at an exercise price of $0.40.
The Solomon Note bears interest of 10%, is payable on the earlier of the Company closing a financing in excess of $1,000,000 or
on September 19, 2015. The Solomon Note contains standard default terms and is secured by all assets of the Company. In the event
the Company defaults under the Note, the Company is required to issue Mr. Solomon an additional common stock purchase warrant to
acquire 666,667 shares of common stock at $0.15 per share.


 


From June 25, 2015 through June 30, 2015,
the Company entered into and closed Securities Purchase Agreements with several accredited investors pursuant to which the accredited
investors invested $700,000 (the "First Closing") into the Company in consideration of Secured Convertible Debentures
and common stock purchase warrants to acquire an aggregate of 15,400,000 shares of common stock. On July 29, 2015, the Company
entered into and closed Securities Purchase Agreements with several accredited investors pursuant to which the accredited investors
invested $190,000 (the "Second Closing” and together with the First Closing, the “Offering") into the Company
in consideration of Secured Convertible Debentures and common stock purchase warrants to acquire an aggregate of 4,180,000 shares
of common stock. The warrants are exercisable for a period of five years at an exercise price of $0.05 subject to antidilution
protection


 


The Secured Convertible Debentures bear
interest of 10%, are payable on the earlier of the Company closing a financing in excess of $2,000,000 or one year from the date
of issuance. The Secured Convertible Debentures are convertible into shares of common stock at $0.03 per share subject to antidilution
protection. In the event the Secured Convertible Debentures are not paid in full by the maturity date, then the Company shall be
obligated to make a monthly cash payment to the holder as liquidated damages in the amount equal to 2% of the principal and interest
outstanding. The Company at its sole option may pay such liquidated damages in shares of common stock of the Company equal to the
amount payable divided by the weighted average market price for the five days prior to the payment. Such liquidated damages will
be paid on a monthly basis until this debenture is paid in full. The Secured Convertible Debenture is secured by all assets of
the Company. Each of the accredited investors have individually agreed to restrict their
ability to convert the Secured Convertible Debentures or exercise their Common Stock Purchase Warrants and receive shares of common
stock such that the number of shares of common stock held by them and their affiliates after such conversion or
exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.


 






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On May 13, 2015, the Company entered into
a Securities Purchase Agreement with two executive officers and directors of the Company, pursuant to which the affiliates invested
$100,000 and $50,000, respectively, into the Company in consideration of a Secured Convertible Debenture and a common stock purchase
warrant to acquire 2,727,273 and 1,363,636, respectively, shares of common stock exercisable for a period of five years at an exercise
price of $0.055 subject to antidilution protection. The Secured Convertible Debentures bear interest of 10%, are payable on the
earlier of the Company closing a financing in excess of $500,000 or September 15, 2015 and is convertible into shares of common
stock at $0.055 per share subject to antidilution protection. In the event the Secured Convertible Debentures are not paid in full
by the maturity date, then the Company shall be obligated to issues shares of common stock to the holder as liquidated damages
in the amount equal to the principal and interest outstanding multiplied by .25 per month, which such product will be divided by
the conversion price then in place. Such liquidated damages will be paid on a monthly basis until this debenture is paid in full.
The Secured Convertible Debenture is secured by all assets of the Company.


 


Schedule 3(o) - Title to Assets


 


See the response to Schedule 3(n) above.


 


Schedule 3(p) – Actions Pending


 


None


 


Schedule 3(r) – Compliance


 


None


 


Schedule 3(y) – Transactions with
Affiliates


 


See the response to Schedule 3(n) above.
In addition, as disclosed in the Financial Statements, as of March 31, 2015, the Company owed an affiliate a payable in the amount
of $90,650 and an affiliate a note payable in the amount of $243,887.


 


Schedule 3(bb) – Employees


 


None


 




    22