Exhibit 4.3


 


NEITHER THIS SECURITY NOR THE SECURITIES
INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


Original Issue Date: _____, 2019


Original Conversion Price (subject to adjustment
herein): $0.08


Principal Amount


$_______________


 


8.0%
CONVERTIBLE NOTE


DUE
2021


 


THIS 8.0% CONVERTIBLE NOTE is one of a
series of duly authorized and validly issued 8.0% Convertible Notes of Ipsidy Inc., a Delaware corporation, (the “Company”),
having its principal place of business at 670 Long Beach Boulevard, Long Beach, New York 11561, designated as its 8.0% Convertible
Note due 2021 (this note, the “Note” and, collectively with the other Notes of such series, the “Notes”).


 


FOR VALUE RECEIVED,
the Company promises to pay to ________________________ or its registered assigns (the “Holder”), the principal
sum of $_______________ on November 30, 2021 (the “Maturity Date”) or such earlier date as this Note is required
or permitted to be repaid as provided hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding
Principal Amount in accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section 1. Definitions. For
the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not otherwise defined herein
shall have the meanings set forth in the Purchase Agreement and (b) the following terms shall have the following meanings:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Bankruptcy
Event” means any of the following events: (a) the Company commences a case or other proceeding under any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction relating to the Company, (b) there is commenced against the Company any such case or proceeding that is not dismissed
within 90 days after commencement, (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving
any such case or proceeding is entered, (d) the Company suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within 90 calendar days after such appointment, (e) the Company makes a general
assignment for the benefit of creditors or (f) the Company calls a meeting of its creditors with a view to arranging a composition,
adjustment or restructuring of its debts.


 




    1


     


    

 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to
close.


 


“Change
of Control Transaction” means the occurrence after the date hereof of any of the following (a) the Company merges into
or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such
transaction, the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate voting power
of the Company or the successor entity of such transaction or (b) the Company sells or transfers all or substantially all of its
assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 50% of the aggregate
voting power of the acquiring entity immediately after the transaction.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Schedule” means the Conversion Schedule in the form of Schedule 1 attached hereto.


 


“Conversion
Shares” means, collectively, the Shares issuable upon conversion of this Note in accordance with the terms hereof.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Forced
Conversion” shall have the meaning set forth in Section 6.


 


“Holder”
shall mean the original Person to whom this Note is issued pursuant to the Purchase Agreement, or any transferee of this Note whose
name is registered as the Holder on the Note Register.


 


“Note
Register” means the records of the Company regarding registration and transfers of this Note.


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Person”
means any natural person, or any partnership, trust, corporation or other entity existing under the laws of any jurisdiction.


 


“Prepayment
Notice” shall have the meaning set forth in Section 2(c).


 




    2


     


    

 


“Purchase
Agreement” means the Securities Purchase Agreement, dated as of [●], 2019 among the Company and the original Holders,
as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means shares of the Company’s Common Stock $0.0001 par value.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 


“Stern
Note” means that certain note issued as of January 31, 2017 to the Trustees of the Theodore Stern Revocable Trust, in
the outstanding principal amount of $2,000,000 plus accrued interest.


 


“Trading
Day” means a day on which the principal trading market for the Shares is open for trading.


 


Section 2. Interest; Prepayment.


 


a) Payment of Interest
in Cash or Shares. The Company shall pay interest to the Holder on the aggregate unconverted and then outstanding Principal
Amount at the rate of 8.0% per annum payable on the Maturity Date, or upon an earlier Conversion Date, in cash or, at the Holder’s
option, in duly authorized, validly issued, fully paid and non-assessable Shares at the Conversion Price, or a combination thereof.


 


b) Interest Calculations.
Interest shall be calculated on the basis of a 360-day year, and shall accrue daily commencing on the Original Issue Date until
payment or conversion in full of the outstanding Principal Amount, together with all accrued and unpaid interest. Interest shall
cease to accrue with effect from the Conversion Date, with respect to any Principal Amount or part thereof converted, provided
that, the Company actually delivers the Conversion Shares.


 


c) Prepayment.
The Company shall have the option to pre-pay all or a portion of the remaining outstanding principal and interest amount of this
Note in cash. If only a portion of the Notes are pre-paid, such pre-payment will be made on a pro-rata basis to all Holders of
Notes. If the Company wishes to prepay this Note it shall first give not less than ten (10) business days’ notice to the
Holder (“Prepayment Notice”) of its intention to do so and the Holder shall have the right to convert the Note pursuant
to Section 4(a) prior to such prepayment.


 


Section 3. Registration
of Transfers and Exchanges.


 


a) Different Denominations.
This Note is exchangeable for an equal aggregate Principal Amount of Notes of different authorized denominations, as requested
by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b) Investment Representations.
This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement
and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities
laws and regulations.


 




    3


     


    

 


c) Reliance on Note
Register. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of the Company may treat
the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent
shall be affected by notice to the contrary.


 


Section 4. Conversion.


 


a) Voluntary Conversion. At any time until the Principal Amount is paid in full, this Note shall be convertible at the option
of the Holder, in whole or in part, at any time and from time to time (subject to the conversion limitations set forth in Section 4(d)
hereof) into that number of Conversion Shares as is determined in accordance with this Section.


 


b) Change of Control
Transaction. In the event of a Change of Control Transaction prior to the conversion or the repayment of this Note,
at the closing of such Change of Control, the Holder may elect that either: (i) the Company will pay the holder of such
Note an amount equal to the sum of (x) all accrued and unpaid interest due on this Note and (y) the Principal Amount; or (ii) such
Note will convert into that number of Conversion Shares as is determined in accordance with this Section.


 


c) The Holder shall effect
conversions by delivering to the Company a Notice of Conversion, the form of which is attached hereto as Annex A (each,
a “Notice of Conversion”), specifying therein the Principal Amount to be converted and the date on which such
conversion shall be effected (the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion,
the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. No ink-original Notice of Conversion
shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be
required. To effect conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless
the entire Principal Amount, plus all accrued and unpaid interest thereon, has been so converted in which case the Holder shall
surrender this Note as promptly as is reasonably practicable after such conversion without delaying the Company’s obligation
to deliver the shares on the Share Delivery Date.


 


d) Conversions hereunder
shall have the effect of lowering the outstanding Principal Amount in an amount equal to the amount converted. The Company shall
maintain records showing the Principal Amount(s) converted and the date of such conversion(s). The Company may deliver an objection
to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of any dispute or
discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder,
and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following
conversion of a portion of this Note, the unpaid and unconverted Principal Amount may be less than the amount stated on the face
hereof.


 


e) Conversion Price.
The conversion price in effect on any Conversion Date shall be equal to $0.08, subject to adjustment herein (the “Conversion
Price”).


 


f) Mechanics
of Conversion.


 


i. Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder shall
be determined by the quotient obtained by dividing (x) the outstanding Principal Amount and all accrued but unpaid interest to
be converted by (y) the Conversion Price.


 




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ii. Delivery
of Shares Upon Conversion. Not later than ten (10) Trading Days after each Conversion Date (the “Share Delivery Date”),
the Company shall deliver, or cause to be delivered, to the Holder a book entry statement representing the Conversion Shares, together
with any Shares representing the payment of accrued interest and a bank check or electronic payment in the amount of accrued and
unpaid interest (if the Holder has elected to receive any accrued interest in cash). Provided, however, if the Conversion Date
is on or after the six month anniversary of the Original Issue Date and if the Conversion Shares or interest Shares shall be free
of trading restrictions (other than those which may then be required by the Purchase Agreement) the Company may deliver any Shares
required to be delivered by the Company under this Section 4(f) electronically through the Depository Trust Company or another
established clearing corporation performing similar functions.


 


iii. Failure
to Deliver Shares. If, in the case of any Notice of Conversion, such Shares are not delivered to or as directed by the Holder
by the Share Delivery Date (provided the Holder gave accurate delivery instructions), the Holder shall be entitled to elect by
written notice to the Company at any time on or before its receipt of such Shares, to rescind such Conversion, in which event the
Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to
the Company any Shares issued to such Holder pursuant to the rescinded Conversion Notice but received by the Holder after such
rescission.


 


iv. Fractional
Shares. No fractional Shares or scrip representing fractional Shares shall be issued upon the conversion of this Note. As to
any fraction of a Share which the Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole Share.


 


v. Transfer
Taxes and Expenses. The issuance of Conversion Shares shall be made without charge to the Holder hereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company
shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any
such Conversion Shares upon conversion in a name other than that of the Holder of this Note so converted and the Company shall
not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance thereof
shall have paid to the Company the amount of such tax, or shall have established to the satisfaction of the Company that such tax
has been paid. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Conversion Shares.


 


g) Holder’s
Conversion Limitations.


 


(i) The Company shall not effect
any conversion of this Note, and a Holder shall not have the right to convert any portion of this Note, to the extent that after
giving effect to the conversion set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s
Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates) would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below), except to the extent that the Holder already owns in excess
of the Beneficial Ownership Limitation as of the Conversion Date. 


 




    5


     


    

 


(ii) For purposes of the foregoing
sub-section, the number of Shares beneficially owned by the Holder and its Affiliates shall include the number of Shares issuable
upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of Shares which
are issuable upon (i) conversion of the remaining, unconverted Principal Amount beneficially owned by the Holder or any of its
Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject
to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, any other
Notes or Warrants or Options) beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder.


 


(iii) To the extent that the limitation
contained in this Section 4(d) applies, the determination of whether this Note is convertible (in relation to other securities
owned by the Holder together with any Affiliates) and of which Principal Amount is convertible shall be in the sole discretion
of the Holder, and the submission of a Notice of Conversion shall be deemed to be the Holder’s determination of whether this
Note may be converted (in relation to other securities owned by the Holder together with any Affiliates) and which Principal Amount
is convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder
will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not
violated the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.


 


(iv) For purposes of this Section
4(d), in determining the number of outstanding Shares, the Holder may rely on the number of outstanding Shares as stated in the
most recent of the following: (i) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (ii) a more recent public announcement by the Company, or (iii) a more recent written notice by the Company or the Company’s
transfer agent setting forth the number of Shares outstanding.  Upon the request of a Holder, the Company shall within two
Trading Days confirm in writing to the Holder the number of Shares then outstanding.  In any case, the number of outstanding
Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note,
by the Holder or its Affiliates since the date as of which such number of outstanding Shares was reported.


 




    6


     


    

 


(v) The “Beneficial Ownership
Limitation” shall be 4.99% of the number of Shares outstanding immediately after giving effect to the issuance of Conversion
Shares issuable upon conversion of this Note. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership
Limitation provisions of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the
number of Shares outstanding immediately after giving effect to the issuance of Conversion Shares upon conversion of this Note
and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any increase in the Beneficial
Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The Beneficial
Ownership Limitation provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity
with the terms of this Section 4(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with
the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly
give effect to such limitation..


 


Section 5. Security;
Priority.


 


a) Security. This
Note is a general unsecured obligation of the Company.


 


b) Priority –
Senior Debt. This Note is subordinated in right of payment to all current and future indebtedness of the Company for borrowed
money (whether or not such indebtedness is secured) to banks, commercial finance lenders or other institutions regularly engaged
in the business of lending money (the “Senior Debt”). The Company hereby agrees, and by accepting this Note,
the Holder hereby acknowledges and agrees, that so long as any Senior Debt is outstanding, upon notice from the holders of such
Senior Debt (the “Senior Creditors”) to the Company that an event of default, or any event which the giving
of notice or the passage of time or both would constitute an event of default, has occurred under the terms of the Senior Debt
(a “Default Notice”), the Company will not make, and the Holder will not receive or retain, any payment under
this Note. Nothing in this paragraph will preclude or prohibit the Holder from receiving and retaining any payment hereunder unless
and until the Holder has received a Default Notice (which will be effective until waived in writing by the Senior Creditors) or
from converting this Note or any amounts due hereunder into Equity Securities.


 


c) Priority –
Stern Note.


 


(i) The Notes are superior in right
of payment to the Stern Note to the extent of the aggregate Principal Amount of all Notes equal to $1,000,000. The aggregate Principal
Amount of all Notes in excess of $1,000,000, shall be subordinated in right of payment to the Stern Note. Subject to the foregoing
the Notes shall rank pari passu with all other unsecured indebtedness of the Company.


 


(ii) To the extent that the aggregate
outstanding Principal Amount of all Notes exceeds $1,000,000 on the date when the priority falls to be determined, the Principal
Amount to which the Notes’ priority applies shall be determined by multiplying the Principal Amount of this Note by a fraction
the numerator of which is $1,000,000 and the denominator of which is the aggregate outstanding Principal Amount of all Notes, as
of the relevant date. The remaining balance of the Principal Amount shall be subordinate to the Stern Note.


 




    7


     


    

 


(iii) For the avoidance of doubt
nothing in this Section shall prevent or restrict the payment of any amount when due under the Stern Note, except in the case of
an Event of Default under this Note, or the occurrence of any facts and circumstances which with the passing of time, or giving
of notice would constitute an Event of Default under this Note, in which case the Company will not make any such payment otherwise
due under the Stern Note. Holder acknowledges that in the ordinary course interest and principal are due under the Stern Note prior
to the Maturity Date of this Note.


 


Section 6. Certain Adjustments.


 


a) Stock Dividends
and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions payable in Shares, (ii) subdivides outstanding Shares into a larger number of Shares, (iii) combines
(including by way of a reverse stock split) outstanding Shares into a smaller number of shares or (iv) issues, in the event of
a reclassification of Shares, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction
of which the numerator shall be the number of Shares (excluding any treasury shares of the Company) outstanding immediately before
such event, and of which the denominator shall be the number of Shares outstanding immediately after such event. Any adjustment
made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.


 


b) Calculations.
All calculations under this Section 6 shall be made to the nearest 1/100th of a cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 6, the number of Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Shares (excluding any treasury shares of the Company) issued and outstanding.


 


c) Notice to the Holder;
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 6, the
Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.


 


Section 7. Forced Conversion.
Amendment.


 


a) Forced Conversion.
Notwithstanding anything herein to the contrary, if after the Original Issue Date, Holders owning outstanding Notes representing
in excess of half of the aggregate outstanding Principal Amount of all Notes (“Requisite Noteholders”) provide notice
to the Company of their intent to convert their Notes, then this Note plus unpaid interest and other amounts owing to the Holder
under this Note shall be automatically converted.


 


b) Amendment.
The Company’s agreements with each of the Purchasers are separate agreements, and the sales of the Notes to each of the Purchasers
are separate sales. Notwithstanding the foregoing, any term of the Purchase Agreement or the Notes may be amended and the observance
of any term of the Purchase Agreement or the Notes may be waived (either generally or in a particular instance and either retroactively
or prospectively) with the written consent of the Company and the Requisite Noteholders. Any waiver or amendment effected in accordance
with this Section 7(b) will be binding upon each party to a Purchase Agreement and each Holder of this Note and all Notes then
outstanding and each future holder of all such Notes.


 




    8


     


    

 


Section 8. Events of Default.


 


a) “Event
of Default” means, wherever used herein, any of the following events:


 


i. any default
in the payment of (A) the Principal Amount of any Note or (B) interest as and when the same shall become due and payable (whether
on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an interest payment
above, is not cured within 30 Trading Days;


 


ii. the Company
shall fail to observe or perform any other covenant or agreement contained in the Notes (other than a breach by the Company of
its obligations to deliver Shares to the Holder upon conversion, which breach is addressed in clause (xi) below) which failure
is not cured, if possible to cure, within the earlier to occur of (A) 30 Trading Days after notice of such failure sent by the
Holder or by any other Holder to the Company and (B) 30 Trading Days after the Company has become or should have become aware of
such failure;


 


iii. any representation
or warranty made in this Note or the Purchase Agreement, any written statement pursuant hereto or thereto or any other report,
financial statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material
respect as of the date when made or deemed made;


 


iv. the Company
shall be subject to a Bankruptcy Event;


 


v. the Company
or any Subsidiary shall default on any of its obligations under (1) The Purchase Agreement; (2) The Stern Note (3) any mortgage,
credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued,
or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or
factoring arrangement that (a) involves an obligation greater than $1,000,000, whether such indebtedness now exists or shall hereafter
be created, and (b) results in such indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable; or


 


vi. any monetary
judgment, writ or similar final process shall be entered or filed against the Company, any subsidiary or any of their respective
property or other assets for more than $1,000,000, and such judgment, writ or similar final process shall remain unvacated, unbonded
or unstayed for a period of 45 calendar days.


 


b) Remedies
Upon Event of Default. If any Event of Default occurs and such Event of Default is not cured within thirty (30) days of the
Company learning of such Event of Default, the outstanding Principal Amount, plus accrued but unpaid interest through the date
of acceleration, shall become, at the Holder’s election, immediately due and payable in cash. In connection with such acceleration
described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice
of any kind, and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and
the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment pursuant
to this Section 8(b). No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent
thereon.


 




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Section 9. Miscellaneous.


 


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


 


if to the Company, to it at:


 


Ipsidy Inc.


670 Long Beach Blvd.


Long Beach, NY 11561


Attention: General Counsel


Email: legal@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


Email: smf@flemingpllc.com


Facsimile: 516-977-1209


 


if to the Holder, to the Holder’s
address indicated in the Note Register.


 


All such notices delivered by hand
or by courier shall be deemed served upon receipt or refusal of receipt by the addressee. All notices given electronically shall
be deemed served upon the next business day after transmission, provided no error message was received.


 


b) Absolute Obligation.
Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal and accrued interest, as applicable, on this Note at the time, place, and rate, and in
the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu
with all other Notes now or hereafter issued under the terms set forth herein.


 


c) Lost or Mutilated
Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note
for the Principal Amount so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 




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d) Governing Law.
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws
thereof. Each party hereby irrevocably consents to suit in and submits to the exclusive jurisdiction of the Courts, Federal and
State, located in the State of New York for the adjudication of any dispute hereunder or in connection herewith. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 Note and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby.
If any party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party in such action
or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in connection
with such action or proceeding.


 


e) Waiver. Any
waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder
to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by the Company or the Holder must be in writing.


 


f) Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law.


 


g) Remedies, and Information. 
The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and the
Purchase Agreement at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing
herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply
with the terms of this Note.  The Company shall provide all information and documentation to the Holder that is requested
by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.


 


h) Next Business Day.
Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.


 


i) Headings. The
headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect
any of the provisions hereof.


 


*********************


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above indicated.


 


	 	IPSIDY INC.
	 	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:


 




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ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned hereby elects to convert
principal under the 8.0% Convertible Note due 2021 of Ipsidy Inc., a Delaware corporation (the “Company”), into
Shares (the “Common Stock”), of the Company according to the conditions hereof, as of the date written below.
If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


By the delivery of this Notice of Conversion
the undersigned represents and warrants to the Company that its ownership of the Common Stock does not exceed the amounts specified
under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act.


 


The undersigned agrees to comply with the
prospectus delivery requirements under the applicable securities laws in connection with any transfer of the aforesaid Shares.


 


Conversion calculations:


	 	Date to Effect Conversion:
	 	 
	 	Principal Amount of Note to be Converted:
	 	 
	 	Payment of Interest in Common Stock __ yes  __ no
	 	If yes, $____________ of Interest to be paid in Common Stock.
	 	 
	 	Number of Shares to be issued:
	 	 
	 	Signature:
	 	 
	 	Name:
	 	 
	 	Address for Delivery of Common Stock Certificates:
	 	 
	 	Or
	 	 
	 	DWAC Instructions:
	 	 
	 	Broker No: _________________
	 	Account No: ________________


 




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Schedule 1


 


CONVERSION SCHEDULE


 


The 8.0% Convertible Notes due 2021 in
the aggregate principal amount of $____________ are issued by Ipsidy Inc., a Delaware corporation. This Conversion Schedule reflects
conversions made under Section 4 of the above referenced Note.


 


Dated:


 


	Date of Conversion 

(or for first entry, Original Issue Date)	 	Amount of Conversion	 	Aggregate Principal Amount Remaining Subsequent to Conversion 

(or original Principal Amount)	 	Company Attest
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


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