Exhibit 10.1


 


LOGICMARK,
LLC


Logicmark
Investment Partners, LLC


1359 Barclay Boulevard


Buffalo
Grove, Illinois 60089


 


September
23, 2016


 


VIA EMAIL


 


Nxt-ID,
Inc.


285
North Drive, Suite D


Melbourne, FL 32934


Email: gino@nxt-id.com


Attn:Gino Pereira


 


	Re:	$2,500,000
                                         loan (the “Loan”) from Logicmark Investment Partners, LLC (the “Lender”)
                                         to Nxt-ID, Inc. (“Borrower”)



 


Dear
Gino:


 


Reference
is hereby made to the above-referenced Loan as evidenced by that certain Secured Subordinated Promissory Note issued by Borrower
to the order of Lender on July 22, 2016 in the original principal amount of $2,500,000 (the “Note”). All capitalized
terms not otherwise defined herein shall have the meanings described to them in the Note.


 


Borrower
has advised that it will be unable to pay the entire outstanding principal and accrued interest in full within five (5)
business days following the Maturity Date, which would constitute an Event of Default under the Note (the “Potential
Default”). Upon the occurrence of an Event of Default, interest would accrue on the Loan at the Default Rate.
Borrower has requested that Lender (a)waive its right to have interest accrue on the Loan at the Default Rate in the
event of the Event of Default that would result from the Potential Default, (b) forbear from exercising Lender’s rights
in respect of the Event of Default that would result from the Potential Default during the Forbearance Period (as hereinafter
defined), and (c) extend the payment terms of the Note, and Lender is willing to waive such rights and provide such
extension, for a limited period of time, all on the terms and provisions set forth in this letter.


 


Subject
to the terms and conditions of this letter, including, without limitation, Borrower’s satisfaction of the obligations
undertaken hereunder, and solely during the Forbearance Period (as hereinafter defined), Lender agrees not to exercise any of
its rights and remedies in respect of the occurrence of the Event of Default that would result from the Potential Default,
including the right to collect interest in respect of the Loan at the Default Rate (but Lender shall not be deemed to have
waived its other rights in respect of the occurrence of any other Event of Default). For purposes of this letter, (a)
“Forbearance Period” means the period beginning on the date hereof and ending on the Forbearance
Termination Date, (b) “Forbearance Termination Date” means the earlier to occur of (i) October 31, 2016,
and (ii) the date upon which a Forbearance Default occurs, and (c) “Forbearance Default” means (i) the
occurrence of any Event of Default other than the Potential Default, (ii) the failure of Borrower to comply with any term,
condition or covenant set forth in this letter, or (iii) an event or circumstance with respect to which any representation or
warranty made by Borrower under or in connection with this letter shall prove to be untrue.


 






     


     


    

 





NXT-ID, INC.


September 23, 2016


Page 2




 


The
obligation of Lender to agree to forbear from taking action in respect of the Potential Default during the Forbearance Period
as provided in this letter is subject to the Borrower’s satisfaction of the following conditions:


 


		1.	Loan
                                         Payments. Borrower shall pay Lender in immediately available funds the following
                                         sums in respect of its outstanding obligations under the Loan:



 


		a.	Two
                                         Hundred Fifty Thousand Dollars ($250,000) on September 23, 2016;
	 	 	 
		b.	One
                                         Hundred Thousand Dollars ($100,000) on the October 24, 2016; and
	 	 	 
		c.	One
                                         Million One Hundred Fifty Thousand Dollars ($1,150,000), plus all accrued and unpaid
                                         interest under the Note, on October 31, 2016 (the “Final Installment Date”).



 


		2.	Escrow
                                         Amount. The Escrow Amount (as defined in the Purchase Agreement) shall be reduced
                                         by a total of Five Hundred Thousand Dollars ($500,000), and the definition of Escrow
                                         Amount in the Purchase Agreement shall be amended accordingly to mean “(a) from
                                         the date hereof until June 30, 2017, $1,000,000, (b) from July 1, 2017 until December
                                         31, 2017, $500,000, and (c) thereafter, $0.” Borrower shall pay such Escrow Amount
                                         into the Escrow Account on the Final Installment Date.



 


 


		3.	Representations
                                         and Warranties. In order to induce Lender to enter into this letter, Borrower hereby
                                         represents and warrants to Lender that:



 


		a.	no
                                         Event of Default (other than the Potential Default) has occurred, is anticipated to occur
                                         or is continuing;
	 	 	 
		b.	Borrower
                                         has used, and shall continue to use, best efforts to expeditiously raise equity capital
                                         sufficient to meet its obligations under, and in accordance with, the Note, the Purchase
                                         Agreement and this letter;
	 	 	 
		c.	Borrower
                                         has the power and authority to execute, deliver and perform this letter and has taken
                                         all necessary action to authorize its execution, delivery and performance of this letter;
	 	 	 
		d.	this
                                         letter has been duly executed and delivered by Borrower and constitutes the legal, valid
                                         and binding obligation of Borrower, enforceable against it in accordance with its terms,
                                         except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
                                         moratorium or similar laws affecting creditors’ rights generally and by general
                                         principles of equity; and



 




     


     


    

 





NXT-ID, INC.


September 23, 2016


Page 3


 


		e.	neither
                                         the execution and delivery of this letter, nor the consummation of the transactions contemplated
                                         hereby, will conflict with, result in a breach of, constitute a default under, result
                                         in the acceleration of, create in any party the right to accelerate, terminate, modify,
                                         or cancel, or require any notice under any agreement to which Borrower is a party.



 


		4.	Indemnification.
                                         Borrower agrees to indemnify and hold harmless Sellers from and against the entirety
                                         of any Adverse Consequences suffered by Sellers as a result of Borrower’s breach
                                         of any of its representations, warranty or covenant in this letter.



 


Except
as expressly provided herein, nothing in this letter shall be construed as a waiver of or acquiescence to any Event of Default
that may now or hereafter exist in connection the Note, the subordinated security agreement or any other agreements, documents
and instruments executed or delivered in connection with the Loan (collectively, the “Loan Documents”). Except
as expressly provided herein, the execution and delivery of this letter shall not (a) constitute an extension, modification, or
waiver of any term or aspect of any of the Loan Documents; (b) extend the terms of the Loan or the due date of any of the obligations
thereunder; (c) give rise to any obligation on the part of Lender to extend, modify or waive any term or condition of any of the
Loan Documents; (d) give rise to any defenses or counterclaims to the right of Lender to compel payment of the obligations, or
to otherwise enforce its rights and remedies, under the Loan Documents; or (e) serve to effect a novation of the Loan obligations.
Except as expressly limited herein, Lender hereby expressly reserves all of its rights and remedies under the Loan Documents and
under applicable law and, from and after the Forbearance Termination Date, Lender shall be entitled to enforce the Loan Documents
according to the terms thereof.


 


Borrower,
hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan
Documents (after giving effect hereto) and (b) to the extent Borrower granted liens on or security interests in any of its property
pursuant to any such Loan Document as security for its obligations under or with respect to the Loan Documents, ratifies and reaffirms
such grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all
of the Loan obligations as amended hereby. Borrower hereby consents to this letter and acknowledges that each of the Loan Documents
remains in full force and effect and is hereby ratified and reaffirmed.


 


In
consideration of the agreements of Lender set forth herein, Borrower hereby releases, remises, acquits and forever
discharges Lender, and each of its respective employees, agents, representatives, consultants, attorneys, officers, managers,
members, directors, partners, fiduciaries, predecessors, successors and assigns, subsidiary corporations, parent corporations
and related corporate divisions (collectively, the “Released Parties”), from any and all actions, causes
of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and
every character, known or unknown, direct or indirect, at law or in equity, of whatever nature or kind, whether heretofore or
hereafter arising, for or because of any matter of things done, omitted or suffered to be done by any of the Released Parties
prior to and including the date of execution hereof, and in any way directly or indirectly arising out of any or in any way
connected to this letter, the Note or any other Loan Agreements (collectively, the “Released Matters”).
Borrower hereby acknowledges that the foregoing releases in this letter are intended to be in full satisfaction of all or any
alleged injuries or damages arising in connection with the Released Matters. Borrower hereby represents and warrants to
Lender that it has not purported to transfer, assign or otherwise convey any right, title or interest in any Released Matter
to any other Person and that the foregoing constitutes a full and complete release of all Released Matters.


 






     


     


    

 





NXT-ID, INC.


September 23, 2016


Page 4




 


Borrower,
on behalf of itself and its affiliates and each of its and their respective successors, assigns, and other legal representatives,
hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each of the Released Parties that
it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any Released
Matters released, remised and discharged by such Person pursuant to this letter. If Borrower or any of its affiliates, successors,
assigns or other legal representatives violates the foregoing covenant, Borrower shall be obligated to pay, in addition to such
other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by
any Released Party as a result of such violation.


 


Borrower
hereby agrees to execute and deliver or cause to be executed and delivered, from time to time, as and when requested by Lender,
all such documents, instruments and agreements and to take or cause to be taken such further or other action as Lender may reasonably
deem necessary or desirable in order to carry out the intent and purposes of this letter, the Note Agreement and the other Loan
Documents.


 


This
letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery
of an executed signature page to this letter by facsimile transmission or otherwise transmitted or communicated by email shall
be as effective as delivery of a manually executed counterpart of this letter.


 


Very
truly yours,


 


LOGICMARK
INVESTMENT PARTNERS, LLC


 


	By:
                                         
	/s/
    Sarah Wuellner	 
	Name:	Sarah
    Wuellner	 
	Title:	Manager	 


 


Agreed
and accepted:


 


NXT-ID, INC.


 


	By:	/s/ Gino
Pereira





	 
	Name:	Gino
    Pereira	 
	Title:	Chief
    Executive Officer	 






	 	 	 
	cc:	David E. Danovitch, Esq. (ded@robinsonbrog.com)