REGISTRATION RIGHTS AGREEMENT


 


This Registration
Rights AGREEMENT (the “Agreement”), dated as of August 29, 2016 (the “Execution Date”),
is entered into by and between PositiveID Corp., a Delaware corporation with its principal executive office at 1690 South Congress
Avenue, Suite 201, Delray Beach, Florida 33445, (the “Company”), and GHS Investments LLC, a Nevada limited liability
company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the “Investor”).


 


RECITALS:


 


Whereas,
pursuant to the Investment Agreement entered into by and between the Company and the Investor of this even date (the “Investment
Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), up to an aggregate purchase price of Seven Million
Dollars ($7,000,000);


 


 Whereas, as an inducement to the Investors to execute and deliver the Investment
Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the
rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable
state securities laws, with respect to the shares of Common Stock issuable pursuant to the Investment Agreement.


 


 Now therefore, in consideration of the foregoing promises and the mutual covenants
contained hereinafter and other good a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Investor hereby agree as follows:


 


SECTION I

DEFINITIONS


 


As used in this Agreement,
the following terms shall have the following meanings:


 


“Execution Date”
shall have the meaning set forth in the preambles.


 


“Investor” shall
have the meaning set forth in the preambles.


 


“Person” means
a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental
or political subdivision thereof or a governmental agency.


 


“Potential Material Event”
means any of the following: (i) the possession by the Company of material information not ripe for disclosure in the Registration
Statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of
such information in the Registration Statement would be detrimental to the business and affairs of the Company, or (ii) any material
engagement or activity by the Company which would, in the good faith determination of the Board of Directors of the Company, be
adversely affected by disclosure in the Registration Statement at such time, which determination shall be accompanied by a good
faith determination by the Board of Directors of the Company that the Registration Statement would be materially misleading absent
the inclusion of such information.


 




    	 



    	 	 	 



    

 


“Register,” “Registered,”
and “Registration” refer to the Registration effected by preparing and filing one (1) or more Registration
Statements in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such Registration
Statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


“Registrable Securities”
means (i) the shares of Common Stock issued or issuable pursuant to the Investment Agreement, and (ii) any shares of capital stock
issued or issuable with respect to such shares of Common Stock, if any, as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, which have not been (x) included in the Registration Statement that has been declared
effective by the SEC, or (y) sold under circumstances meeting all of the applicable conditions of Rule 144 (or any similar provision
then in force) under the 1933 Act, and (iii) the Commitment Shares.


 


“Registration Statement”
means the registration statement of the Company filed under the 1933 Act covering the Registrable Securities.


 


“Registered Offering Transaction
Documents” shall mean this Agreement and the Investment Agreement between the Company and the Investor as of the date
hereof.


 


All capitalized terms
used in this Agreement and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement.


 


SECTION II

REGISTRATION


 


2.1 The Company shall,
within thirty (30) calendar days upon the date of execution of this Agreement, use its best efforts to file with the SEC a Registration
Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on
such other form as is available for such registration), covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers
such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale all of the Registrable Securities which would be issuable on the
date preceding the filing of the Registration Statement based on the closing bid price of the Company’s Common Stock on
such date and the amount reasonably calculated that represents Common Stock issuable to other parties as set forth in the Investment
Agreement except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness.


 


2.2 The Company shall
use all commercially reasonable efforts to have the Registration Statement(s) declared effective by the SEC within thirty (30)
calendar days, but no more than ninety (90) calendar days after the Company has filed the registration statement.


 


2.3 The Company agrees
not to include any other securities in the Registration Statement covering the Registrable Securities without Investor’s
prior written consent which Investor may withhold in its sole discretion. Furthermore, the Company agrees that it will not file
any other Registration Statement for other securities, until thirty calendar days after the Registration Statement for the Registrable
Securities is declared effective by the SEC.


 




    	 



    	 	 	 



    

 


2.4 Notwithstanding the
registration obligations set forth in this Section 2.1, if the staff of the SEC (the “Staff”) or the SEC informs
the Company that all of the unregistered Registrable Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single Registration Statement, the Company agrees to promptly (i) inform each of the holders
thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the SEC and/or
(ii) withdraw the Registration Statement and file a new registration statement (the “New Registration Statement”),
in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 to register
for resale the Registrable Securities as a secondary offering. If the Company amends the Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially reasonable
efforts to file with the SEC, as promptly as allowed by the Staff or SEC, one or more registration statements on Form S-1 to register
for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the
New Registration Statement (each, an “Additional Registration Statement”).


 


SECTION III

RELATED OBLIGATIONS


 


At such time as the Company
is obligated to prepare and file the Registration Statement with the SEC pursuant to Section 2, the Company will affect the registration
of the Registrable Securities in accordance with the intended method of disposition thereof and, with respect thereto, the Company
shall have the following obligations:


 


3.1 The Company shall
use all commercially reasonable efforts to cause such Registration Statement relating to the Registrable Securities to become
effective and shall keep such Registration Statement effective until the earlier to occur of the date on which (A) the Investor
shall have sold all the Registrable Securities; or (B) the Investor has no right to acquire any additional shares of Common Stock
under the Investment Agreement (the “Registration Period”). The Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
in which they were made, not misleading. The Company shall use all commercially reasonable efforts to respond to all SEC comments
within ten (10) business days from receipt of such comments by the Company. The Company shall use all commercially reasonable
efforts to cause the Registration Statement relating to the Registrable Securities to become effective no later than three (3)
business days after notice from the SEC that the Registration Statement may be declared effective. The Investor agrees to provide
all information which is required by law to provide to the Company, including the intended method of disposition of the Registrable
Securities, and the Company’s obligations set forth above shall be conditioned on the receipt of such information.


 


3.2 The Company shall
prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective during the Registration Period, and, during
such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities of the Company
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the Investor thereof as set forth in such Registration Statement. In the event the
number of shares of Common Stock covered by the Registration Statement filed pursuant to this Agreement is at any time insufficient
to cover all of the Registrable Securities, the Company shall amend such Registration Statement, or file a new Registration Statement
(on the short form available therefor, if applicable), or both, so as to cover all of the Registrable Securities, in each case,
as soon as practicable, but in any event within thirty (30) calendar days after the necessity therefor arises (based on the then
Purchase Price of the Common Stock and other relevant factors on which the Company reasonably elects to rely), assuming the Company
has sufficient authorized shares at that time, and if it does not, within thirty (30) calendar days after such shares are authorized.
The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement to become effective
as soon as practicable following the filing thereof.


 




    	 



    	 	 	 



    

 


3.3 The Company shall
make available to the Investor whose Registrable Securities are included in any Registration Statement and its legal counsel without
charge (i) promptly after the same is prepared and filed with the SEC at least one (1) copy of such Registration Statement and
any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all
exhibits, the prospectus included in such Registration Statement (including each preliminary prospectus) and, with regards to
such Registration Statement(s), any correspondence by or on behalf of the Company to the SEC or the staff of the SEC and any correspondence
from the SEC or the staff of the SEC to the Company or its representatives; (ii) upon the effectiveness of any Registration Statement,
the Company shall make available copies of the prospectus, via EDGAR, included in such Registration Statement and all amendments
and supplements thereto; and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor
may reasonably request from time to time to facilitate the disposition of the Registrable Securities.


 


3.4 The Company shall
use commercially reasonable efforts to (i) register and qualify the Registrable Securities covered by the Registration Statement
under such other securities or “blue sky” laws of such states in the United States as the Investor reasonably requests;
(ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period; (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period,
and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to
do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.4, or (y) subject itself
to general taxation in any such jurisdiction. The Company shall promptly notify the Investor who holds Registrable Securities
of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States
or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


3.5 As promptly as practicable
after becoming aware of such event, the Company shall notify Investor in writing of the happening of any event as a result of
which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact
or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (“Registration Default”) and use all diligent efforts
to promptly prepare a supplement or amendment to such Registration Statement and take any other necessary steps to cure the Registration
Default (which, if such Registration Statement is on Form S-3, may consist of a document to be filed by the Company with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below) and to be incorporated by reference in the prospectus)
to correct such untrue statement or omission, and make available copies of such supplement or amendment to the Investor. The Company
shall also promptly notify the Investor (i) when a prospectus or any prospectus supplement or post-effective amendment has been
filed, and when the Registration Statement or any post-effective amendment has become effective (the Company will prepare notification
of such effectiveness which shall be delivered to the Investor on the same day of such effectiveness and by overnight mail), additionally,
the Company will promptly provide to the Investor, a copy of the effectiveness order prepared by the SEC once it is received by
the Company; (ii) of any request by the SEC for amendments or supplements to the Registration Statement or related prospectus
or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to the Registration
Statement would be appropriate, (iv) in the event the Registration Statement is no longer effective, or (v) if the Registration
Statement is stale as a result of the Company’s failure to timely file its financials or otherwise


 




    	 



    	 	 	 



    

 


3.6 The Company shall
use all commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of the
Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Investor holding Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding concerning the effectiveness of the registration
statement.


 


3.7 The Company shall
permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration Statement
and all amendments and supplements thereto at least one (1) calendar day prior to their filing with the SEC. However, any postponement
of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective
date or effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s
Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor
from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s
Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or
kind between the Company and the Investor.


 


3.8 At the request of
the Investor, the Company’s counsel shall furnish to the Investor, within three (3) business days, an opinion letter confirming
the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness of the
registration statement, in a form suitable to the Investor.


 


3.9 The Company shall
hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such information
is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or
correct a misstatement or omission in any Registration Statement, or (iii) the release of such information is ordered pursuant
to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction. The Company agrees
that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental
body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the
Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such
information.


 


3.10 The Company shall
use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered by any
Registration Statement on the Principal Market. If, despite the Company’s commercially reasonable efforts, the Company is
unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities
covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system,
if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses
in connection with satisfying its obligation under this Section 3.10.


 




    	 



    	 	 	 



    

 


3.11 The Company shall
cooperate with the Investor to facilitate the prompt preparation and delivery of certificates representing the Registrable Securities
to be offered pursuant to the Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investor may reasonably request (and after any sales of such Registrable Securities by the Investor, such
certificates not bearing any restrictive legend).


 


3.12 The Company shall
provide a transfer agent for all the Registrable Securities not later than the effective date of the first Registration Statement
filed pursuant hereto.


 


3.13 If requested by the
Investor, the Company shall (i) as soon as reasonably practical incorporate in a prospectus supplement or post-effective amendment
such information as the Investor reasonably determines should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the offering of the Registrable Securities to be sold in
such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as reasonably
possible after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably requested by the Investor.


 


3.14 The Company shall
use all commercially reasonable efforts to cause the Registrable Securities covered by the applicable Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to facilitate the disposition
of such Registrable Securities.


 


3.15 The Company shall
otherwise use all commercially reasonable efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


3.16 Within three (3)
business day after the Registration Statement which includes Registrable Securities is declared effective by the SEC, the Company
shall deliver to the transfer agent for such Registrable Securities, with copies to the Investor, confirmation that such Registration
Statement has been declared effective by the SEC.


 


3.17 The Company shall
take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant
to the Registration Statement.


 


SECTION IV

OBLIGATIONS OF THE INVESTOR






4.1 At least five (5)
calendar days prior to the first anticipated filing date of the Registration Statement, the Company shall notify the Investor
in writing of the information the Company requires from the Investor for the Registration Statement. It shall be a condition precedent
to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
and the Investor agrees to furnish to the Company that information regarding itself, the Registrable Securities and the intended
method of disposition of the Registrable Securities as shall reasonably be required to effect the registration of such Registrable
Securities and the Investor shall execute such documents in connection with such registration as the Company may reasonably request.
The Investor covenants and agrees that, in connection with any sale of Registrable Securities by it pursuant to the Registration
Statement, it shall comply with the “Plan of Distribution” section of the then current prospectus relating to such
Registration Statement.


 




    	 



    	 	 	 



    

 


4.2 The Investor, by its
acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless the Investor has notified the Company in writing
of an election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


4.3 The Investor agrees
that, upon receipt of written notice from the Company of the happening of any event of the kind described in Section 3.6 or the
first sentence of 3.5, the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3.6 or the first sentence of 3.5.


 


SECTION V

EXPENSES OF REGISTRATION


 


All legal expenses, other
than underwriting discounts and commissions and other than as set forth in the Investment Agreement, incurred in connection with
registrations including comments, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, and printing fees shall be paid by the Company.


 


SECTION VI

INDEMNIFICATION


 


In the event any Registrable
Securities are included in the Registration Statement under this Agreement:


 


6.1 To the fullest extent
permitted by law, the Company, under this Agreement, will, and hereby does, indemnify, hold harmless and defend the Investor who
holds Registrable Securities, the directors, officers, partners, employees, counsel, agents, representatives of, and each Person,
if any, who controls, any Investor within the meaning of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
“1934 Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively,
“Claims”), incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in the Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which the Investor has requested
in writing that the Company register or qualify the Shares (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein,
in light of the circumstances under which the statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to the Registration
Statement (the matters in the foregoing clauses (I) through (iii) being, collectively, “Violations”). Subject
to the restrictions set forth in Section 6.3 the Company shall reimburse the Investor and each such controlling person, promptly
as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by
them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein,
the indemnification agreement contained in this Section 6.1: (I) shall not apply to a Claim arising out of or based upon a Violation
which is due to the inclusion in the Registration Statement of the information furnished to the Company by any Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto; (ii) shall not be available to the extent such Claim is based on (a) a failure of the Investor to deliver or to cause
to be delivered the prospectus made available by the Company or (b) the Indemnified Person’s use of an incorrect prospectus
despite being promptly advised in advance by the Company in writing not to use such incorrect prospectus; (iii) any claims based
on the manner of sale of the Registrable Securities by the Investor or of the Investor’s failure to register as a dealer
under applicable securities laws; (iv) any omission of the Investor to notify the Company of any material fact that should be
stated in the Registration Statement or prospectus relating to the Investor or the manner of sale; and (v) any amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not
be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of the Indemnified Person and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration
Statement.


 




    	 



    	 	 	 



    

 


6.2 In connection with
any Registration Statement in which Investor is participating, the Investor agrees to severally and jointly indemnify, hold harmless
and defend, to the same extent and in the same manner as is set forth in Section 6.1, the Company, each of its directors, each
of its officers who signs the Registration Statement, each Person, if any, who controls the Company within the meaning of the
1933 Act or the 1934 Act and the Company’s agents (collectively and together with an Indemnified Person, an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation is due to the inclusion in the Registration Statement of the written information
furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and, subject to Section
6.3, the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Claim; provided, however, that the indemnity agreement contained in this Section 6.2 and the agreement with respect
to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Investor, which consent shall not be unreasonably withheld; provided, further, however,
that the Investor shall only be liable under this Section 6.2 for that amount of a Claim or Indemnified Damages as does not exceed
the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the Investor pursuant to the Registration Statement. Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6.2 with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus were corrected on a timely basis in the prospectus, as then amended or supplemented. This indemnification
provision shall apply separately to each Investor and liability hereunder shall not be joint and several.


 




    	 



    	 	 	 



    

 


6.3 Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the Indemnified Person or Indemnified
Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnified
Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled
to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified
Party or Indemnified Person 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 or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect
thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written
consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying
party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into
any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not
relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to
the extent that the indemnifying party is prejudiced in its ability to defend such action.


 


6.4 The indemnity agreements
contained herein shall be in addition to (I) any cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


SECTION VII


CONTRIBUTION


 


7.1 To the extent any
indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that: (I) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6; (ii) no seller of Registrable Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 




    	 



    	 	 	 



    

 


SECTION VIII


REPORTS UNDER THE 1934 ACT


 


8.1 With a view to making
available to the Investor the benefits of Rule 144 promulgated under the1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule
144”), provided that the Investor holds any Registrable Securities are eligible for resale under Rule 144, the Company agrees
to:


 


	 	a.	 make
    and keep adequate current public information available, as those terms are understood and defined in Rule 144;
	 	 	 
	 	b.	 file
    with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act
    so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company’s
    obligations under Section 5(c) of the Investment Agreement) and the filing of such reports and other documents is required
    for the applicable provisions of Rule 144; and
	 	 	 
	 	c.	 furnish
    to the Investor, promptly upon request, (I) a written statement by the Company that it has complied with the reporting requirements
    of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual or quarterly report of the Company and such
    other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit
    the Investor to sell such securities pursuant to Rule 144 without registration.


 


SECTION X


MISCELLANEOUS


 


9.1 NOTICES. Any
notices or other communications required or permitted to be given under the terms of this Agreement that must be in writing will
be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
a confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one
(1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:


 


	If
    to the Company:	 	PositiveID
    Corp.
	 	 	Attn:
    William Caragol
		 	1690
    South Congress Avenue, Suite 201,
	 	 	Delray
    Beach, Florida 33445
	 	 	 
	With
    a copy to :	 	Lucosky
    Brookman
	 	 	Attn:
    Steve Lipstein
	 	 	101
    Wood Avenue South
	 	 	Woodbridge,
    NJ 08830
	 	 	 
	If
    to the Investor:	 	GHS
    Investments, LLC
	 	 	200
    Stonehinge Lane, Suite 3
	 	 	Carle
    Place, NY 11514


 




    	 



    	 	 	 



    

 


Each party shall provide
five (5) business days prior notice to the other party of any change in address, phone number or facsimile number.


 


9.2 NO WAIVERS.
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof.


  


9.3 NO ASSIGNMENTS.
The rights and obligations under this Agreement shall not be assignable.


 


9.4 ENTIRE AGREEMENT/AMENDMENT.
This Agreement and the Registered Offering Transaction Documents constitute the entire agreement among the parties hereto with
respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein and therein. This Agreement and the Registered Offering Transaction Documents supersede
all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. The provisions
of this Agreement may be amended only with the written consent of the Company and Investor.


 


9.5 HEADINGS. The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Whenever
required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This
Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all the parties had prepared
the same.


 


9.6 COUNTERPARTS.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile transmission, PDF, electronic signature or other similar electronic means
with the same force and effect as if such signature page were an original thereof.


 


9.7 FURTHER ASSURANCES.
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


9.8 SEVERABILITY.
In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid
or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent
possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or
impaired thereby.


 




    	 



    	 	 	 



    

 


9.9 Law
Governing this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning
the transactions contemplated by this Agreement shall be brought only in the state courts of Delaware or in the federal courts
located in the state and county of Delaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based
upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith 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 such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding
in connection with this Agreement or any other Registered Offering Transaction Documents by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 


9.10 NO THIRD PARTY
BENEFICIARIES. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any
provision hereof be enforced by, any other person, except that the Company acknowledges that the rights of the Investor may be
enforced by its general partner.


 


[Signature page follows]


 




    	 



    	 	 	 



    

 


Your signature on this
Signature Page evidences your agreement to be bound by the terms and conditions of the Registration Rights Agreement as of the
date first written above. The undersigned signatory hereby certifies that he has read and understands the Registration Rights
Agreement, and the representations made by the undersigned in this Registration Rights Agreement are true and accurate, and agrees
to be bound by its terms.


 






	 	GHS INVESTMENTS, LLC.
	 	 	 
	 	By:
    	/s/
    Mark Grober
	 	Name:	Mark Grober
	 	Title:	Member
	 	 	 
	 	POSITIVEID CORP.
	 	 	 
	 	By:	/s/
    William Caragol
	 	Name:	 William Caragol
	 	Title:	 Chief Executive Officer







 





[SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT]