Exhibit 4.1


 


 


 


SUBSCRIPTION
AGREEMENT


 


SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Ipsidy Inc.,
a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).


 


W I T N E
S S E T H:


 


WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of up to 38,461,538 shares (the “Shares”)
of common stock, $0.0001 par value per share (“Common Stock”), pursuant to Section 4(2) of the Securities Act of 1933,
as amended (the “Securities Act”) and Rule 506 promulgated thereunder;


 


WHEREAS,
the Company, in its sole discretion, may increase the Offering to consist up to 61,538,462 Shares; and


 


WHEREAS,
the Subscriber desires to purchase that number of Shares set forth on the signature page hereof on the terms and conditions hereinafter
set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:


 


I.             SUBSCRIPTION
FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER


 


1.1           Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from
the Company such number of Shares, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof,
at a per share price equal to $0.13 per Share. The purchase price is payable by wire transfer of immediately available funds or
check payable to the Company to the Company pursuant to the wire instructions set forth on Schedule 1.1.


 


1.2           The
Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following:
(a) the Company has limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b)
an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should
consider investing in the Company and the Shares; (c) the Subscriber may not be able to liquidate its investment; (d) transferability
of the Shares is extremely limited and no sales of restricted stock may be made until the Company is current in its filings under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (e) in the event of a disposition, the Subscriber
could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate
paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that
are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below,
the Subscriber represents that the Subscriber has carefully reviewed the risk factors described in the Company’s filings
made under the Exchange Act and the risk factors, which have been separately delivered to the Subscriber by the Company.


 






     


     


    

 





1.3           The
Subscriber represents that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation
D (“Regulation D”) promulgated under the Securities Act, as indicated by the Subscriber’s responses to the questions
contained in Article VI hereof, and that the Subscriber is able to bear the economic risk of an investment in the Shares.


 


1.4           The
Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters,
prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national
securities exchange nor on the NASDAQ, or the Subscriber has employed the services of a “purchaser representative”
(as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available
by the Company both to the Subscriber and to all other prospective investors in the Shares to evaluate the merits and risks of
such an investment on the Subscriber’s behalf; (b) the Subscriber recognizes the highly speculative nature of this investment;
and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.


 


1.5           The
Subscriber hereby acknowledges receipt and careful review of this Agreement, including all exhibits thereto, and any documents
which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”)
and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information
regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested
or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers
or other representatives of the Company concerning the Company and the terms and conditions of the Offering.


 


1.6           (a)            In
making the decision to invest in the Shares the Subscriber has relied solely upon the information provided by the Company in the
Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional
advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Shares hereunder.
The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Shares other than the Offering Materials.


 






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(b)           The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Shares by the Company (or an authorized
agent or representative thereof) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Shares
were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the
Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or
magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend
any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.


 


1.7           The
Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience
or the business or financial experience of the Subscriber’s professional advisors (who are unaffiliated with and not compensated
by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated hereby.


 


1.8           The
Subscriber hereby acknowledges that the Offering has not been reviewed by the United States Securities and Exchange Commission
(the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements
of Section 5 of the Securities Act, pursuant to Regulation D. The Subscriber understands that the Shares have not been registered
under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or
otherwise transfer or dispose of the Shares unless they are registered under the Securities Act and under any applicable state
securities or “blue sky” laws or unless an exemption from such registration is available.


 


1.9           The
Subscriber understands that the Shares have not been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In this connection,
the Subscriber hereby represents that the Subscriber is purchasing the Shares for the Subscriber’s own account for investment
and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was
not formed for the purpose of purchasing the Shares.


 


1.10         The
Subscriber understands that the Common Stock is quoted on the OTC Markets and that there is a limited market for the Common Stock.
The Subscriber understands that even if a public market develops for the Common Stock, Rule 144 (“Rule 144”) promulgated
under the Securities Act requires for non-affiliates, among other conditions, a holding period prior to the resale (in limited
amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities
Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register any of the Shares
under the Securities Act or any state securities or “blue sky” laws. The Subscriber understands that the Company must
be current under the Exchange Act for the Subscriber to take advantage of Rule 144.


 






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1.11         The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares and any shares of
common stock issuable upon conversion of the Common Stock that such securities have not been registered under the Securities Act
or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and
sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records
with respect to the restrictions on the transferability of such Shares. The legend to be placed on each certificate shall be in
form substantially similar to the following:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.”


 


1.12         The
Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber’s
bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company,
at its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber,
to reject or limit any subscription, to accept subscriptions for fractional Shares and to close the Offering to the Subscriber
at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to such Shares.


 


1.13         The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s
principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.


 


1.14         The
Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver
this Agreement and to purchase the Shares. This Agreement constitutes the legal, valid and binding obligation of the Subscriber,
enforceable against the Subscriber in accordance with its terms.


 


1.15         If
the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 


1.16         The
Subscriber acknowledges that he, she or it is not a member firm of Financial
Industry Regulatory Authority, Inc. (“FINRA”) or a registered representative of a FINRA member firm.


 


1.17         The
Subscriber acknowledges that at such time, if ever, as the Shares are registered, sales of the Shares will be subject to state
securities laws. The Subscriber acknowledges that the Company has no obligation to register the Shares for re-sale under the Securities
Act.


 






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1.18        (a)           The
Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment in
the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent,
except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.


 


 (b)           The
Company agrees not to disclose the names, addresses or any other information about the Subscribers, except as required by law;
provided, that the Company may use the name of the Subscriber for any offering or in any registration statement filed.


 


1.19         The
Subscriber 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 Common Stock and Network shall be entitled to a cash fee
equal to seven (7%) percent of the gross proceeds and a common stock purchase warrant (the “Network Warrant”) equal
to three (3%) percent of the gross proceeds (the “Warrant Fee”). The number of shares of Common Stock to be issuable
under the Network Warrant shall be determined by dividing the Warrant Fee by the per share Purchase Price. The exercise price
of the Network Warrant shall be equal to 110% of the per share Purchase Price.


 


1.20         The
Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their
respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses
incurred by them as a result of (a) any sale or distribution of the Shares by the Subscriber in violation of the Securities Act
or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or
failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor
Questionnaire contained in Article VI herein) or any other document furnished by the Subscriber to any of the foregoing in connection
with this transaction.


 


II.           REPRESENTATIONS
BY AND COVENANTS OF THE COMPANY


 


The
Company hereby represents and warrants to the Subscriber that:


 


2.1           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.


 


2.2           Capitalization.
The capitalization of the Company is as set forth on Schedule 2.2 attached hereto. The authorized, issued and outstanding
capital stock of the Company is as set forth in the reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of 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”).


 






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


 


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


 


2.5           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.


 


2.6           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.


 


2.7           Commission
Documents. The Company has filed all required Commission Documents.


 


2.8           No
Material Adverse Effect. Since September 30, 2017, neither the Company, nor any Subsidiary has experienced or suffered any
Material Adverse Effect which has not been disclosed in the Commission Documents. 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 Offering Materials, (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 Offering Materials 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.


 


2.9           No
Undisclosed Liabilities. Other than as disclosed 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, 2017 and those which, individually or in the aggregate, do
not have a Material Adverse Effect on the Company and any Subsidiary.


 






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2.10         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.


 


2.11         Indebtedness.
The Commission Documents 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.


 


2.12         Actions
Pending. Except as disclosed in the Commission Documents, 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 Offering Materials 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.


 


2.13         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.


 


2.14         Compliance.
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.


 






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2.15         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 Offering Materials, or issue and sell the Common Stock 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 SEC or state securities administrators
subsequent to each closing).


 


2.16         No
Conflicts. The execution, delivery and performance of this Agreement and the Offering Materials 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.


 


2.17         Taxes.
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.


 






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2.18         Licenses.
Except as otherwise set forth in the Commission Documents, the Company has sufficient licenses, permits and other governmental
authorizations currently required for the conduct of its business or ownership of properties and is in all material respects in
compliance therewith.


 


2.19         Litigation.
Except as set forth in the Commission Documents, there is no material 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.


 


2.20         Disclosure.
The Company has fully provided each Subscriber with all the information that such Subscriber has requested for deciding whether
to purchase the Common Stock and all material information that the Company believes is reasonably necessary to enable a reasonable
Subscriber to make such decision. Neither this Agreement, nor any other agreements, statements or certificates made or delivered
to Subscriber 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.


 


2.21         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. 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.


 


2.22         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 SEC 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 SEC 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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2.23         Transactions
with Affiliates. Except as set forth in the Commission Documents, there are no loans, leases, or royalty agreements 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.


 


2.24         Private
Placement and Solicitation. Assuming the accuracy of the Subscribers’ representations and warranties set forth in Section
1, no registration under the Securities Act is required for the offer and sale of the Common Stock by the Company to the Subscribers
as contemplated hereby. Based in part on the accuracy of the representations of the Subscribers in Section 1, and subject to timely
applicable Form D filings pursuant to Regulation D of the Securities Act with the SEC and pursuant to applicable state securities
laws, the offer, sale and issuance of the Common Stock 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 Common Stock.


 


2.25         Governmental
Approvals. Except for the filing of any notice prior or subsequent to each closing 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 Common Stock, or for the performance by the Company of its obligations under this Agreement and the Offering Materials.


 


2.26         Employees.
The Company does not have a collective bargaining arrangements covering any of its employees. A description of the employment
contracts with executive officers are set forth in the Commission Documents. Except as disclosed in the Commission Documents,
since September 30, 2017, 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.


 


2.27         Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the SEC thereunder.


 






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2.28         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


 


2.29         Title
to Assets. Except as set forth in the Commission Documents, 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.


 


2.30         Blue
Sky Laws. The Company shall take such action as the Company shall reasonably determine is necessary to qualify the Common
Stock for sale to the Subscribers 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 Subscriber.


 


2.31         Use
of Proceeds. The Company shall use the proceeds from the sale of the Common Stock in this Offering for working capital purposes,
operations and further development of its identity transaction platform and shall not, directly or indirectly, use such proceeds
for any distribution or dividend to any shareholder of the Company. The use of proceeds may change as management deems fit. As
is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable
to management at this juncture will arise in the future. There can be no assurance that management’s use of proceeds generated
through this Offering will prove optimal or translate into revenue or profitability for the Company.


 


2.32         Securities
Compliance. The Company shall notify the SEC in accordance with its rules and regulations, of the transactions contemplated
by this Agreement and the Offering Materials, including filing a Form D with respect to the Common Stock, as required under Regulation
D and applicable “blue sky” laws if such Common Stock is 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 Common Stock to the Subscribers.


 


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


 






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2.34         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 reported 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.


 


2.35         Reporting
Status. So long as a Subscriber beneficially owns any of the Common Stock, the Company shall timely file all reports required
to be filed with the SEC 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.


 


2.36         Disclosure
of Transaction. The Company shall file with the SEC, 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 Subscribers prior to the filing as soon as practicable
after each closing but in no event later than 5:30 P.M. (EDT) on the fourth Business Day following each closing. “Business
Day” means any day during which the NASDAQ (or other principal exchange)
shall be open for trading.


 


2.37         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.


 


2.38         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.


 


III.          TERMS
OF SUBSCRIPTION


 


3.1           All
funds shall be submitted directly to the Company’s account identified in Schedule 1.1 hereof.


 


3.2           Certificates
representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber
within 15 business days following the closing, the timing of which is at the Company’s sole discretion, at which such purchase
takes place. The Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Common Stock
purchased by the Subscriber pursuant to this Agreement directly to the Subscriber’s residential or business address indicated
on the signature page hereto.



 






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IV.           CONDITIONS
TO OBLIGATIONS OF THE SUBSCRIBERS


 


4.1           The
Subscriber’s obligation to purchase the Shares at the closing at which such purchase is to be consummated is subject to
the fulfillment on or prior to such closing of the following conditions, which conditions may be waived at the option of each
Subscriber to the extent permitted by law:


 


(a)           Covenants.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of
such closing shall have been performed or complied with in all material respects.


 


(b)           No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions
contemplated by this Agreement.


 


(c)           No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Shares (except
as otherwise provided in this Agreement).


 


V.            MISCELLANEOUS


 


5.1           Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:


 


if
to the Company, to it at:


 


	Ipsidy Inc.
	780 Long Beach Blvd.
	Long Beach, NY 11561
	Attention: Stuart
        P. Stoller, CFO

        Email: stuartstoller@ipsidy.com

	Facsimile: 516-274-0573
	 


with a copy to:


 


Stephen M. Fleming, Esq.


Fleming PLLC


30 Wall Street, 8th
Floor


New York, NY 10005


	Facsimile: 516-977-1209
	 


if
to the Subscriber, to the Subscriber’s address indicated on the signature page of this Agreement.


 


Notices
shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed
to have been given or delivered when received.


 






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5.2           Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties
to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed
by the party to be charged.


 


5.3           Subject
to the provisions of Section 5.10, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to
their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.


 


5.4           Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Shares as herein provided, subject, however, to the right hereby reserved by the Company to enter
into the same agreements with other subscribers and to add and/or delete other persons as subscribers.


 


5.5           NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO SUCH
STATE’S PRINCIPLES OF CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE COURTS STATE OF NEW YORK IN AND FOR THE COUNTY OF NASSAU OR THE FEDERAL
COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION
OF SUCH COURTS AND AGREE TO SAID VENUE.


 


5.6           In
order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement
succeeds in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds
against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their
reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.


 


5.7           The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such
provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and
the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable
to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision
unless so expressed herein.


 






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5.8           It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as
a waiver of any subsequent breach by that same party.


 


5.9           The
parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action
as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


5.10         This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.


 


5.11         Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement. 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



 






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VI.           CONFIDENTIAL
INVESTOR QUESTIONNAIRE


 


6.1           The
Subscriber represents and warrants that he, she or it comes within one category marked below, and that for any category marked,
he, she or it has truthfully set forth, where applicable, the factual basis or reason the Subscriber comes within that category.
ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional
information which the Company deems necessary in order to verify the answers set forth below.


 


		Category A ___	The
                                         undersigned is an individual (not a partnership, corporation, etc.) whose individual
                                         net worth, or joint net worth with his or her spouse, presently exceeds $1,000,000.



 


Explanation.
In calculating net worth you may include equity in personal property and real estate (excluding your principal residence), cash,
short-term investments, stock and securities. Equity in personal property and real estate should be based on the fair market value
of such property less debt secured by such property.


 


		Category B ___	The
                                         undersigned is an individual (not a partnership, corporation, etc.) who had an income
                                         in excess of $200,000 in each of the two most recent years, or joint income with his
                                         or her spouse in excess of $300,000 in each of those years (in each case including foreign
                                         income, tax exempt income and full amount of capital gains and losses but excluding any
                                         income of other family members and any unrealized capital appreciation) and has a reasonable
                                         expectation of reaching the same income level in the current year.



 


		Category C ___	The
                                         undersigned is a director or executive officer of the Company which is issuing and selling
                                         the Shares.



 


		Category D ___	The
                                         undersigned is a bank; a savings and loan association; insurance company; registered
                                         investment company; registered business development company; licensed small business
                                         investment company (“SBIC”); or employee benefit plan within the meaning
                                         of Title 1 of ERISA and (a) the investment decision is made by a plan fiduciary which
                                         is either a bank, savings and loan association, insurance company or registered investment
                                         advisor, or (b) the plan has total assets in excess of $5,000,000 or (c) is a self directed
                                         plan with investment decisions made solely by persons that are accredited investors.
                                         (describe entity)
	 	 	 
	 	 	 






 


		Category E ___	The
                                         undersigned is a private business development company as defined in section 202(a) (22)
                                         of the Investment Advisors Act of 1940. (describe entity)
	 	 	 
	 	 	 






 






    16 


     


    

 


		Category F ___	The
                                         undersigned is either a corporation, partnership, Massachusetts business trust, or non-profit
                                         organization within the meaning of Section 501(c) (3) of the Internal Revenue Code, in
                                         each case not formed for the specific purpose of acquiring the Shares and with total
                                         assets in excess of $5,000,000. (describe entity)
	 	 	 
	 	 	 



 


		Category G ___	The
                                         undersigned is a trust with total assets in excess of $5,000,000, not formed for the
                                         specific purpose of acquiring the Shares, where the purchase is directed by a “sophisticated
                                         investor” as defined in Regulation 506(b)(2)(ii) under the Act.



 


		Category H ___	The
                                         undersigned is an entity (other than a trust) in which all of the equity owners are “accredited
                                         investors” within one or more of the above categories. If relying upon this Category
                                         alone, each equity owner must complete a separate copy of this Agreement. (describe entity)
	 	 	 
	 	 	 



 


		Category I ___	The
                                         undersigned is not within any of the categories above and is therefore not an accredited
                                         investor.



 


The
undersigned agrees that the undersigned will notify the Company at any time on or prior to the closing in the event that the representations
and warranties in this Agreement shall cease to be true, accurate and complete.


 


6.2           SUITABILITY
(please answer each question)


 


(a)           For
an individual Subscriber, please describe your current employment, including the company by which you are employed and its principal
business: 





	 	 
	 	 
	 	 
	 	 



 


(b)           For
an individual Subscriber, please describe any college or graduate degrees held by you:





	 	 
	 	 
	 	 
	 	 


 


(c)           For
all Subscribers, please list types of prior investments:





	 	 
	 	 
	 	 
	 	 





 






    17 


     


    

 


(d)           For
all Subscribers, please state whether you have participated in other private placements before:


 


YES_______                                               NO_______


 


(e)           If
your answer to question (d) above was “YES”, please indicate frequency of such prior participation in private placements
of:


 


	 	 

        Public

        Companies
	 

        Private

        Companies
	Public
                           or Private Companies

        with
        no, or insignificant,

        assets
        and operations 

	 	 	 	 
	Frequently	________________________	________________________	________________________
	Occasionally	________________________	________________________	________________________
	Never	________________________	________________________	________________________


 


(f)            For
individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable future:


 


YES_______                                               NO_______


 


(g)           For
trust, corporate, partnership and other institutional Subscribers, do you expect your total assets to significantly decrease in
the foreseeable future:


 


YES_______                                               NO_______


 


(h)           For
all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to
need sudden cash requirements in excess of cash readily available to you:


 


YES_______                                               NO_______


 


(i)            For
all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which
you seek to subscribe?


 


YES_______                                               NO_______


 


(j)            
For all Subscribers, do you understand that there is no guarantee of financial return on this investment and that you run the
risk of losing your entire investment?


 


YES_______                                               NO_______


 


6.3           MANNER
IN WHICH TITLE IS TO BE HELD. (circle one)


 


(a)           Individual
Ownership


(b)           Community
Property


(c)           Joint
Tenant with Right of


Survivorship
(both parties


must
sign)


(d)           Partnership*


(e)           Tenants
in Common


 






    18 


     


    

 


(f)            Company*


(g)           Trust*


(h)           Other*


 


*If
Securities are being subscribed for by an entity, the attached Certificate of Signatory must also be completed.


 


6.4           The
undersigned is informed of the significance to the Company of the foregoing representations and answers contained in the Confidential
Investor Questionnaire contained in this Article VI and such answers have been provided under the assumption that the Company
will rely on them.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






    19 


     


    

 


NUMBER
OF SHARES _________ X $0.13 = $_________ (the “Purchase Price”) 





	 	 	 
	 	 	 
	Signature	 	Signature (if purchasing jointly)
	 	 	 
	 	 	 
	Name Typed or Printed	 	Name Typed or Printed
	 	 	 
	 	 	 
	Title (if Subscriber is an Entity)	 	Title (if Subscriber is an Entity)
	 	 	 
	 	 	 
	Entity Name (if applicable)	 	Entity Name (if applicable
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City, State and Zip Code	 	City, State and Zip Code
	 	 	 
	 	 	 
	Telephone-Business	 	Telephone-Business
	 	 	 
	 	 	 
	Telephone-Residence	 	Telephone-Residence
	 	 	 
	 	 	 
	Facsimile-Business	 	Facsimile-Business
	 	 	 
	 	 	 
	Facsimile-Residence	 	Facsimile-Residence
	 	 	 
	 	 	 
	Tax ID # or Social Security #	 	Tax ID # or Social Security #
	 	 	 
	Name in which securities should be issued:	 	 







 


Dated:         ____________
, 2017


 


This
Subscription Agreement is agreed to and accepted as of ________________ , 2017.


 





	 	IPSIDY INC.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 
	 	Title:	 


 






    20 


     


    

 

CERTIFICATE OF SIGNATORY


 


(To be completed
if Securities are


being subscribed
for by an entity)


 


I, ____________________________,
am the ____________________________ of


 


__________________________________________
(the “Entity”).


 


I certify
that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to
purchase and hold the shares of Common Stock, and certify further that the Subscription Agreement has been duly and validly executed
on behalf of the Entity and constitutes a legal and binding obligation of the Entity.


 


IN WITNESS
WHEREOF, I have set my hand this ________ day of _________________, 2017


 





	 	 	 
	 	(Signature)	 



 






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SCHEDULES
TO SECURITIES PURCHASE AGREEMENT


 


Schedule 1.1


 





	Account Name:	Ipsidy Inc.
	Account #:	xxxx xxxx xxxx
	ABA #:	026009593 (wire)
	Bank:	Bank of America
	Address:	PO Box 25118, Tampa, Florida 33622-5118







 


Schedule
2.2 Capitalization  


	 	 	 	 	 
	Capitalization Table	 
	 	 	 	 	 
	Common Shares Outstanding	 	 	 364,320,216	 
	 	 	 	 	 
	 Stock Options	 	 104,500,000	 
	 	 	 	 	 
	Warrants	 	 	 47,538,697	 
	 	 	 	 	 
	 	 	 	 516,358,913	 



 






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