CORPORATE
RESOLUTION TO GRANT COLLATERAL / GUARANTEE


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 	 	 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:	E-N-G
    Mobile Systems, Inc.	Lender:	California
    Bank of Commerce
	 	2245
    Via De Mercados 	 	Main
    Branch
	 	Concord,
    CA 94520	 	3595
    Mt. Diablo Blvd
	 	 	 	2nd
    Floor
	 	 	 	Lafayette,
    CA 94549 
	 	 	 	(925)
    283-2265
	 	 	 	 
	Corporation:	PositiveID
    Corporation	 	 
	 	1690
    South Congress Avenue, Suite 200	 	 
	 	Delray
    Beach, FL 33445	 	 





 


 


I,
THE UNDERSIGNED, DO HEREBY CERTIFY THAT:


 


THE
CORPORATION’S EXISTENCE. The complete and correct name of the Corporation is PositiveID Corporation (“Corporation”).
The Corporation is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Delaware. The Corporation is duly authorized to transact business in
the State of California and all other states in which the Corporation is doing business, having obtained all necessary filings,
governmental licenses and approvals for each state in which the Corporation is doing business. Specifically, the Corporation is,
and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have
a material adverse effect on its business or financial condition. The Corporation has the full power and authority to own its
properties and to transact the business in which it is presently engaged or presently proposes to engage. The Corporation maintains
an office at 1690 South Congress Avenue, Suite 200, Delray Beach, FL 33445. Unless the Corporation has designated otherwise in
writing, the principal office is the office at which the Corporation keeps its books and records. The Corporation will notify
Lender prior to any change in the location of the Corporation’s state of organization or any change in the Corporation’s
name. The Corporation shall do all things necessary to preserve and to keep in full force and effect its existence, rights and
privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental
authority or court applicable to the Corporation and the Corporation’s business activities.


 


RESOLUTIONS
ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of
Directors then at a meeting of the Corporation’s shareholders, duly called and held on _________________, at which a quorum
was present and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution
were adopted.


 


OFFICERS.
The following named persons are officers of PositiveID Corporation:


 


	NAMES	 	TITLES	 	AUTHORIZED	 	ACTUAL SIGNATURES
	 	 	 	 	 	 	 
	William Caragol	 	Chief Executive Officer	 	Y	 	X _______________________(Seal)
	 	 	 	 	 	 	 
	Lyle Probst	 	President	 	Y	 	X _______________________(Seal)



 


ACTIONS
AUTHORIZED. Any two (2) of the authorized persons listed above may enter into any agreements of any nature with Lender, and
those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such authorized persons are authorized,
empowered, and directed to do the following for and on behalf of the Corporation:


 


Guaranty.
To guarantee or act as surety for loans or other financial accommodations to Borrower from Lender on such guarantee or surety
terms as may be agreed upon between the officers of the Corporation and Lender and in such sum or sums of money as in their judgment
should be guaranteed or assured, without limit (the “Guaranty”).


 


Grant
Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now
or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without
limitation all of the Corporation’s real property and all of the Corporation’s personal property (tangible or intangible),
as security for the Guaranty, and as a security for the payment of any loans, any promissory notes, or any other or further indebtedness
of E-N-G Mobile Systems, Inc. to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged,
pledged, transferred, endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred,
or at any other time or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred,
endorsed, hypothecated or encumbered. The provisions of this Resolution authorizing or relating to the pledge, mortgage, transfer,
endorsement, hypothecation, granting of a security interest in, or in any way encumbering, the assets of the Corporation shall
include, without limitation, doing so in order to lend collateral security for the indebtedness, now or hereafter existing, and
of any nature whatsoever, of E-N-G Mobile Systems, Inc. to Lender. The Corporation has considered the value to itself of lending
collateral in support of such indebtedness, and the Corporation represents to Lender that the Corporation is benefited by doing
so.


 


Execute
Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms
and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver
to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem
necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing,
any one of the above authorized persons may execute, deliver, or record financing statements.


 


Further
Acts. To do and perform such other acts and things and to execute and deliver such other documents and agreements as the officers
may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of this Resolution.


 


ASSUMED
BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business
names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business
names under which the Corporation does business: None.


 




    	 



    	 



    

 


CORPORATE
RESOLUTION TO GRANT COLLATERAL / GUARANTEE


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    2


 





NOTICES
TO LENDER. The Corporation will promptly notify Lender in writing at Lender’s address shown above (or such other addresses
as Lender may designate from time to time) prior to any (A) change in the Corporation’s name; (B) change in the Corporation’s
assumed business name(s); (C) change in the management of the Corporation; (D) change in the authorized signer(s); (E) change
in the Corporation’s principal office address; (F) change in the Corporation’s state of organization; (G) conversion
of the Corporation to a new or different type of business entity; or (H) change in any other aspect of the Corporation that directly
or indirectly relates to any agreements between the Corporation and Lender. No change in the Corporation’s name or state
of organization will take effect until after Lender has received notice.



 


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the Corporation,
as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the
books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever.


 


NO
CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution.


 


CONTINUING
VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are
hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on
it until written notice of its revocation shall have been delivered to and received by Lender at Lender’s address shown
above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation’s
agreements or commitments in effect at the time notice is given.


 


IN
TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above are their genuine
signatures.


 


I
have read all the provisions of this Resolution, and I personally and on behalf of the Corporation certify that all statements
and representations made in this Resolution are true and correct. This Corporate Resolution to Grant Collateral / Guarantee is
dated May 2, 2016.


 


THIS
RESOLUTION IS DELIVERED UNDER SEAL AND IT IS INTENDED THAT THIS RESOLUTION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED
INSTRUMENT ACCORDING TO LAW.


 


	 	CERTIFIED
    TO AND ATTESTED BY:
	 	 
	 	X_________________________________________
    (Seal)
	 	  Corporate
    Secretary of PositiveID Corporation


 


NOTE:
If the officers signing this Resolution are designated by the foregoing document as one of the officers authorized to act on the
Corporation’s behalf, it is advisable to have this Resolution signed by at least one non-authorized officer of the Corporation.


 




    	 



    	 



    

 


CORPORATE
RESOLUTION TO BORROW / GRANT COLLATERAL


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 	 	 	*** 	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Corporation:

         
	E-N-G
                                         Mobile Systems, Inc.

                                         2245 Via De Mercados

                                         Concord, CA 94520

         
	Lender:
	California
                                         Bank of Commerce

                                         Main Branch

                                         3595 Mt. Diablo Blvd

                                         2nd Floor

        Lafayette,
CA 94549

(925) 283-2265



 


 


I,
THE UNDERSIGNED, DO HEREBY CERTIFY THAT:


 


THE
CORPORATION’S EXISTENCE. The complete and correct name of the Corporation is E-N-G Mobile Systems, Inc. (“Corporation”).
The Corporation is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of California. The Corporation is duly authorized to transact business in
all other states in which the Corporation is doing business, having obtained all necessary filings, governmental licenses and
approvals for each state in which the Corporation is doing business. Specifically, the Corporation is, and at all times shall
be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect
on its business or financial condition. The Corporation has the full power and authority to own its properties and to transact
the business in which it is presently engaged or presently proposes to engage. The Corporation maintains an office at 2245 Via
De Mercados, Concord, CA 94520. Unless the Corporation has designated otherwise in writing, the principal office is the office
at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any change in the location of
the Corporation’s state of organization or any change in the Corporation’s name. The Corporation shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to the
Corporation and the Corporation’s business activities.


 


RESOLUTIONS
ADOPTED. At a meeting of the Directors of the Corporation, or if the Corporation is a close corporation having no Board of
Directors then at a meeting of the Corporation’s shareholders, duly called and held on ________________, at which a quorum was present
and voting, or by other duly authorized action in lieu of a meeting, the resolutions set forth in this Resolution were adopted.


 


OFFICERS.
The following named persons are officers of E-N-G Mobile Systems, Inc.:


 


	NAMES	 	TITLES	 	AUTHORIZED	 	ACTUAL SIGNATURES	 
	 	 	 	 	 	 	 	 	 
	Lyle Probst	 	Chief Executive Officer	 	Y	 	X		 
	 	 	 	 	 	 	 	 	 
	Kent Murray	 	Chief Financial Officer	 	Y	 	X		 



 


ACTIONS
AUTHORIZED. Any two (2) of the authorized persons listed above may enter into any agreements of any nature with Lender, and
those agreements will bind the Corporation. Specifically, but without limitation, any two (2) of such authorized persons are authorized,
empowered, and directed to do the following for and on behalf of the Corporation:


 


Borrow
Money. To borrow, as a cosigner or otherwise, from time to time from Lender, on such terms as may be agreed upon between the
Corporation and Lender, such sum or sums of money as in their judgment should be borrowed, without limitation.


 


Execute
Notes. To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation’s credit
accommodations, on Lender’s forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums
of money so borrowed or any of the Corporation’s indebtedness to Lender, and also to execute and deliver to Lender one or
more renewals, extensions, modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion
of the notes, or any other evidence of credit accommodations.


 


Grant
Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Lender any property now
or hereafter belonging to the Corporation or in which the Corporation now or hereafter may have an interest, including without
limitation all of the Corporation’s real property and all of the Corporation’s personal property (tangible or intangible),
as security for the payment of any loans or credit accommodations so obtained, any promissory notes so executed (including any
amendments to or modifications, renewals, and extensions of such promissory notes), or any other or further indebtedness of the
Corporation to Lender at any time owing, however the same may be evidenced. Such property may be mortgaged, pledged, transferred,
endorsed, hypothecated or encumbered at the time such loans are obtained or such indebtedness is incurred, or at any other time
or times, and may be either in addition to or in lieu of any property theretofore mortgaged, pledged, transferred, endorsed, hypothecated
or encumbered.


 


Execute
Security Documents. To execute and deliver to Lender the forms of mortgage, deed of trust, pledge agreement, hypothecation
agreement, and other security agreements and financing statements which Lender may require and which shall evidence the terms
and conditions under and pursuant to which such liens and encumbrances, or any of them, are given; and also to execute and deliver
to Lender any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lender may deem
necessary or proper in connection with or pertaining to the giving of the liens and encumbrances. Notwithstanding the foregoing,
any one of the above authorized persons may execute, deliver, or record financing statements.


 


Negotiate
Items. To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the
same or to cause such proceeds to be credited to the Corporation’s account with Lender, or to cause such other disposition
of the proceeds derived therefrom as they may deem advisable.


 


Further
Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances
under such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute
and deliver such other documents and agreements as the officers may in their discretion deem reasonably necessary or proper in
order to carry into effect the provisions of this Resolution. The following person or persons are authorized to request advances
and authorize payments under the line of credit until Lender receives from the Corporation, at Lender’s address shown above,
written notice of revocation of such authority: Lyle Probst and Kent Murray.


 


ASSUMED
BUSINESS NAMES. The Corporation has filed or recorded all documents or filings required by law relating to all assumed business
names used by the Corporation. Excluding the name of the Corporation, the following is a complete list of all assumed business
names under which the Corporation does business: None.


 




    	 



    	 



    

 


CORPORATE
RESOLUTION TO BORROW / GRANT COLLATERAL


 


	Loan
    No: 1059591	 	(Continued)	 	Page     2


 


NOTICES
TO LENDER. The Corporation will promptly notify Lender in writing at Lender’s address shown above (or such other addresses
as Lender may designate from time to time) prior to any (A) change in the Corporation’s name; (B) change in the Corporation’s
assumed business name(s); (C) change in the management of the Corporation; (D) change in the authorized signer(s); (E) change
in the Corporation’s principal office address; (F) change in the Corporation’s state of organization; (G) conversion
of the Corporation to a new or different type of business entity; or (H) change in any other aspect of the Corporation that directly
or indirectly relates to any agreements between the Corporation and Lender. No change in the Corporation’s name or state
of organization will take effect until after Lender has received notice.


 


CERTIFICATION
CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the Corporation,
as the case may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the
books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever.


 


NO
CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution.


 


CONTINUING
VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are
hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on
it until written notice of its revocation shall have been delivered to and received by Lender at Lender’s address shown
above (or such addresses as Lender may designate from time to time). Any such notice shall not affect any of the Corporation’s
agreements or commitments in effect at the time notice is given.


 


IN
TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above are their genuine
signatures.


 


I
have read all the provisions of this Resolution, and I personally and on behalf of the Corporation certify that all statements
and representations made in this Resolution are true and correct. This Corporate Resolution to Borrow / Grant Collateral is dated
May 2, 2016.


 


	 	CERTIFIED
    TO AND ATTESTED BY:
	 	 
	 	X	 
	 	 	Corporate
    Secretary of E-N-G Mobile Systems, Inc.


 


NOTE:
If the officers signing this Resolution are designated by the foregoing document as one of the officers authorized to act on the
Corporation’s behalf, it is advisable to have this Resolution signed by at least one non-authorized officer of the Corporation.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 		 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:

         
	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord, CA 94520

         
	Lender:

         
	California
                                         Bank of Commerce

                                         Main Branch

                                         3595 Mt. Diablo Blvd

                                         2nd Floor

        Lafayette,
CA 94549

(925) 283-2265



 


 


THIS
BUSINESS LOAN AGREEMENT dated May 2, 2016, is made and executed between E-N-G Mobile Systems, Inc. (“Borrower”) and
California Bank of Commerce (“Lender”) on the following terms and conditions. Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which
may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting,
renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth
in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s
sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM.
This Agreement shall be effective as of May 2, 2016, and shall continue in full force and effect until such time as all of
Borrower’s Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’
fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.


 


ADVANCE
AUTHORITY. The following person or persons are authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: Lyle
Probst and Kent Murray.


 


CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in
the Related Documents.


 


Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security
Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender
may require for the Loan; all in form and substance satisfactory to Lender and Lender’s counsel.


 


Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly
authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have
provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable
as specified in this Agreement or any Related Document.


 


Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document
or certificate delivered to Lender under this Agreement are true and correct.


 


No
Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default
under this Agreement or under any Related Document.


 


REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing
under and by virtue of the laws of the State of California. Borrower is duly authorized to transact business in all other states
in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state
in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation
in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition.
Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged
or presently proposes to engage. Borrower maintains an office at 2245 Via De Mercados, Concord, CA 94520. Unless Borrower has
designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its
records concerning the Collateral. Borrower will notify Lender prior to any change in the location of Borrower’s state of
organization or any change in Borrower’s name. Borrower shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower’s business activities.


 


Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names
used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower
does business: None.


 


Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized
by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any
provision of (a) Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument
binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s
properties.


 


Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s
financial condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial
condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent
obligations except as disclosed in such financial statements.


 


Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when
delivered will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their
respective terms.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    2


 


Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing
to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns
and has good title to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security
documents or financing statements relating to such properties. All of Borrower’s properties are titled in Borrower’s
legal name, and Borrower has not used or filed a financing statement under any other name for at least the last five (5) years.


 


Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During
the period of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment,
disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral.
(2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws;
(b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on,
under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened
litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent
or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous
Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable
federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes
Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine
compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower’s
expense and for Lender’s purposes only and shall not be construed to create any responsibility or liability on the part
of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower’s
due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives
any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs
under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities,
damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section
of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of
a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to
indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement
and shall not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s
financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged
by Lender in writing.


 


Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be
filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently
being or to be contested by Borrower in good faith in the ordinary course of business and for which adequate reserves have been
provided.


 


Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security
Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or
indirectly securing repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s
Security Interests and rights in and to such Collateral.


 


Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers
thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective
terms.


 


Small
Business Jobs Act Certification. As required by Section 4107(d)(2) of the Small Business Jobs Act of 2010, Borrower hereby
certifies to Lender that the principals* of Borrower and its affiliates have not been convicted of, or pleaded nolo contendre
to, a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification
Act (42 U.S.C. 16911)).


 


*The
term “principals” is defined as follows: if a sole proprietorship, the proprietor; if a partnership, each managing
partner and each partner who is a natural person and holds a 20% or more ownership interest in the partnership; and if a corporation,
limited liability company, association or a development company, each director, each of the five most highly compensated executives
or officers of the entity, and each natural person who is a direct or indirect holder of 20% or more of the ownership stock or
stock equivalent of the entity.


 


AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial
condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions
affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition
of any Guarantor.


 


Financial
Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine
and audit Borrower’s books and records at all reasonable times.


 


Financial
Statements. Furnish Lender with the following:


 


Additional
Requirements.


 


See
ADDENDUM A: Financial Reporting Requirements and Covenants attached hereto and made a part hereof by this reference.


 


All
financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent
basis, and certified by Borrower as being true and correct.


 


Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.


 


Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect
to Borrower’s properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender.
Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory
to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written
notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not
be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering
assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender’s
loss payable or other endorsements as Lender may require.


 


Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as
Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured;
(3) the amount of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance
has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request
of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine,
as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
3


 


Guaranties.
Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor
named below, on Lender’s forms, and in the amount and under the conditions set forth in those guaranties.


 


	Name
    of Guarantor	 	Amount
	PositiveID
    Corporation	 	Unlimited


 


Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower
and any other party and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary
by Lender in writing.


 


Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any
of Borrower’s properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such
assessment, tax, charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate
proceedings, and (2) Borrower shall have established on Borrower’s books adequate reserves with respect to such contested
assessment, tax, charge, levy, lien, or claim in accordance with GAAP.


 


Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related
Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in
writing of any default in connection with any agreement.


 


Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive
and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business
affairs in a reasonable and prudent manner.


 


Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings
as may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance
defined as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive,
at or affecting any property or any facility owned, leased or used by Borrower.


 


Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of
the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such
law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower
has notified Lender in writing prior to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the
Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory
to Lender, to protect Lender’s interest.


 


Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer
generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower,
upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide
Lender with copies of any records it may request, all at Borrower’s expense.


 


Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to
exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third
party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless
such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal,
state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt
thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or
instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any
environmental activity whether or not there is damage to the environment and/or other natural resources.


 


Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence
and secure the Loans and to perfect all Security Interests.


 


LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral
or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate,
including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any
time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the
date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness
and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among
and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2)
the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity.


 


NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the
prior written consent of Lender:


 


Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by
this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage,
assign, pledge, lease, grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted
Liens), or (3) sell with recourse any of Borrower’s accounts, except to Lender.


 


Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged,
(2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer
or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends
payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred
and is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined
in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time
to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy
their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation
because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares
or alter or amend Borrower’s capital structure.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    4


 


Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2)
purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor
other than in the ordinary course of business.


 


Agreements.
Enter into any agreement containing any provisions which would be violated or breached by the performance of Borrower’s
obligations under this Agreement or in connection herewith.


 


CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other
agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor
is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor
has with Lender; (B) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy
or similar proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition,
in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with
Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the Indebtedness against any and all such accounts.


 


DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:


 


Payment
Default. Borrower fails to make any payment when due under the Loan.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or
furnished or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment
of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure
of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
Loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Change
in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment
or performance of the Loan is impaired.


 


Right
to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be,
has not been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor,
as the case may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default:
(1) cure the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps
which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter continue and complete
all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related
Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately
will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness
immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the “Insolvency” subsection above, such acceleration shall be automatic and not optional.
In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender’s rights and remedies shall be cumulative and may
be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect
Lender’s right to declare a default and to exercise its rights and remedies.


 


MESSENGER
SERVICES AGREEMENT. At the request of Borrower (Client), Lender (Bank) will facilitate the delivery of Funds and Bank related
documents from Client to Bank or from Bank to Client. In consideration thereof, Client and Bank agree as follows:


 


1. Client
hereby assigns Bank, as the agent of Client, to pick up and carry funds and Bank documents, on an as needed basis, and to deliver
funds and/or documents to the Bank’s office located at 3595 Mt. Diablo Blvd. 2nd Floor, Lafayette, CA 94549 or to the Client’s
location(s) as designated from time to time by the Client.


 


2. Client
represents that it is sophisticated with respect to business transactions.


 


3. The
messenger, whether an employee of Bank or of an independent service, shall for all purposes be considered the agent of Client.
Funds and documents delivered from the Bank to the Client are deemed to be received by the Client when delivered by the Bank to
the messenger at an office of the Bank. Funds and documents delivered from the Client to the Bank are not deemed to be received
by the Bank until they are delivered by the messenger to the Bank at an office of the Bank.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    5


 


4. Funds
delivered to Bank pursuant to this Agreement must be properly endorsed. Client shall not enclose any currency, coin or negotiable
securities with shipment.


 


5. All
Funds to be deposited hereunder shall be entered by Client on Bank deposit slip as provided by Bank. The deposit tickets and/or
documents must be placed and sealed in a tamper proof bag furnished by Bank and given to the messenger by Client or an authorized
representative; no other type of container will be accepted by Bank.


 


6. Upon
delivery of the funds and/or documents to Bank by the messenger, Bank is authorized to open the bag and verify the contents, and
to credit the contents thereof to the account of customer or distribute documents to the appropriate individual, department or
Bank operation. If the Funds to be deposited do not reconcile to the deposit ticket, Bank will deposit such contents as are found
therein. The risk of any loss or shortage is expressly assumed by Client. The joint verification of the contents by two of the
Bank’s employees shall be deemed to be conclusive evidence of processing and handling the contents of the bag, and the risk
of any loss or shortage is expressly assumed by Client, who agrees to hold Bank harmless therefore.


 


7. Client
agrees to maintain a complete record of all items placed in the bags and in the case of loss, to promptly, diligently, and completely
cooperate with Bank in the identification or replacement of the items so lost.


 


8. Client
agrees that documents that are placed in the Bag, and are addressed to individuals or for a specific bank operation are considered
received by the bank upon receipt at the Bank’s address as noted above.


 


9. Client
recognized that in following the instructions of Client, Bank may come into possession of items which parties other than Bank
can deposit or claim an interest in. In that regard, Client hereby agrees to at all times indemnify and save Bank harmless from
and against any and all claims, actions, whether groundless or otherwise, as well as from and against any and all liabilities,
losses, damages, judgments, costs, charges, attorneys’ fees, and any other expenses of every nature and character in any
way related to claims by any party or parties other than Client, whether by action or non-action, with respect to any item of
any nature whatsoever, alleged or claimed to have been delivered to Bank by Client.


 


10. Except
for gross negligence or willful misconduct, Client agrees that officers and employees of Bank shall not be individually liable
to Client for any action or non-action on the part of such persons.


 


11. Funds
and/or other documents delivered by the messenger on a Bank business day after 5:00 pm will not be opened, verified, credited
or considered received by the Bank until the following business day.


 


12. This
Agreement shall continue from month-to-month until terminated by either party, by giving at least thirty days written notice to
the other party. Such notice shall be delivered either personally or by first class U.S. mail, postage pre-paid, to the party
at its address stated above, and shall be effective on the earlier of actual receipt or forty eight hours after depositing in
the U.S. mail in the State of California. Any termination of this Agreement shall not affect the rights, duties, and obligations
of the parties hereto relating to this Agreement which exist as of the effective date of such termination.


 


JURY
WAIVER AND JUDICIAL REFERENCE. The parties named herein each waive their respective rights to a trial before a jury in connection
with any action, proceeding, or counterclaim brought by any of the parties hereto against the other. This includes any claim by
any party, claims brought by Borrower or any other party hereto as a class respresentative on behalf of others, and claims by
a class representative on behalf of any party as a class member (so-called “class action” suits). This provision shall
not apply if, at the time an action is brought, the Loan is maintained in a state where jury trial waivers are not permitted by
law.


 


If
a jury trial waiver is not permitted by law, the parties agree that all decisions of fact and law in connection with any action,
proceeding or counterclaim brought by any party hereto against the other shall be decided, at the option of either party, by a
referee appointed by the court in accordance with applicable state reference procedures. The referee shall be a retired judge,
agreed upon by the parties, from either the American Arbitration Association (“AAA”) or Judicial Arbitration and Mediation
Service, Inc. (“JAMS”). If the parties cannot agree on the referee, the party who initially selected the reference
procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that
panel. The costs of the reference procedure, including the fee for the court reporter, shall be borne equally by the parties as
the costs are incurred. If a party fails to pay its portion of the costs as incurred, then that party shall forfeit the right
to prosecute or defend the action. The referee shall hear all pre-trial and post-trial matters, including requests for equitable
relief; prepare an award with written findings of fact and conclusions of law; and apportion costs as appropriate. Judgment upon
the award shall be enetered in the court in which such proceeding was commenced and all parties shall have full rights of appeal.
This provision will not be deemed to limit or constrain Lender’s right to set off, to obtain provisional or ancillary remedies,
to interplead funds in the event of a dispute, to excercise any security interest or lien Lender may hold in property, or to comply
with legal process involving accounts or other property.


 


The
foregoing supercedes and replaces all prior dispute resolution provisions contained in documents, including, without limitation,
any Related Documents executed by the parties hereto in connection with the indebtedness and all other loans or obligations of
Borrower to Lender. Accordingly, in the event of any conflict between this provision and any other dispute resolution provision
between the parties hereto, the terms of this provision will prevail.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    6


 


REAL
ESTATE RELATED LOANS. In the event Borrower’s loans in favor of Lender are secured by Real Estate Collateral, the following
provision will apply:


 


Exculpation.
Notwithstanding anything in the Related Documents to the contrary, but subject to the qualifications herein below set forth,
Lender agrees that (i) Borrower shall be liable upon the indebtedness evidenced hereby and for the other obligations arising under
the Related Documents to the full extent (but only to the extent) of the security therefore, the same being all properties (whether
real or personal), rights, estates and interests now or at any time hereafter securing the payment of this Note and/or the other
obligations of Borrower under the Related Documents (collectively, the “Security Property”), (ii) if default
occurs in the timely and proper payment of all or any part of such indebtedness evidenced hereby or in the timely and proper performance
of the other obligations of Borrower under the Related Documents, any judicial proceedings brought by Lender against Borrower
shall be limited to the preservation, enforcement and foreclosure, or any thereof, of the liens, security titles, estates, assignments,
rights and security interests now or at any time hereafter securing the payment of this Note and/or the other obligations of Borrower
under the Related Documents, and confirmation of any sale under power of sale, and no attachment, execution or other writ of process
shall be sought, issued or levied upon any assets, properties or funds of Borrower or its general or limited partners other than
the Security Property except with respect to the liability described below in this section, and (iii) in the event of a foreclosure
of such liens, security titles, estates, assignments, rights or security interests securing the payment of this Note and/or the
other obligations of Borrower under the Related Documents, whether by judicial proceedings or exercise of power of sale, no judgment
for any deficiency upon the indebtedness evidenced hereby shall be sought or obtained by Lender against Borrower, except with
respect to the liability described below in this section; provided, however, that, notwithstanding the foregoing provisions of
this section, Borrower shall be fully and personally liable and subject to legal action (a) for proceeds paid under any insurance
policies (or paid as a result of any other claim or cause of action against any person or entity) by reason of damage, loss or
destruction to all or any portion of the Security Property, to the full extent of such proceeds not previously delivered to Lender,
but which, under the terms of the Related Documents, should have been delivered to Lender, (b) for proceeds or awards resulting
from the condemnation or other taking in lieu of condemnation of all or any portion of the Security Property, or any of them,
to the full extent of such proceeds or awards not previously delivered to Lender, but which, under the terms of the Related Documents,
should have been delivered to Lender, (c) for all tenant security deposits or other refundable deposits paid to or held by Borrower
or any other person or entity in connection with leases of all or any portion of the Security Property which are not applied in
accordance with the terms of the applicable lease or other agreement, (d) for rent and other payments received from tenants under
leases of all or any portion of the Security Property paid more than one (1) month in advance, (e) for rents, issues, profits
and revenues of all or any portion of the Security Property received or applicable to a period after any notice of default from
Lender hereunder or under the Related Documents in the event of any default by Borrower hereunder or thereunder which are not
either applied to the ordinary and necessary expenses of owning and operating the Security Property or paid to Lender, (f) for
damage to the Security Property as a result of the intentional misconduct or gross negligence of Borrower or any of its principals,
officers, managers, members or general partners, or any agent or employee of any such persons, or any removal of all or any portion
of the Security Property in violation of the terms of the Related Documents, to the full extent of the losses or damages actually
incurred by Lender on account of such damage or removal, (g) for Borrower’s failure to pay any valid taxes, assessments,
mechanic’s liens, materialmen’s liens or other liens which could create liens on any portion of the Security Property,
accruing prior to the date Lender acquires actual possession and control of the Property, which would be superior to the lien
or security title of the Security Instrument or the other Related Documents, to the full extent of the amount claimed by any such
lien claimant, (h) for all obligations and indemnities of Borrower under the Related Documents relating to hazardous or toxic
substances or compliance with environmental laws and regulations to the full extent of any losses or damages (including those
resulting from diminution in value of any Security Property) incurred by Lender as a result of the existence of such hazardous
or toxic substances or failure to comply with environmental laws or regulations, (i) for fraud or material misrepresentation by
Borrower or any of its principals, officers, managers, members or general partners, any guarantor, any indemnitor or any agent,
employee or other person authorized or apparently authorized to make statements or representations on behalf of Borrower, any
principal, officer, manager, member or general partner of Borrower, or any guarantor or any indemnitor, to the full extent of
any losses, damages and expenses of Lender on account thereof and, (j) for any amounts paid to Borrower, or any of its principals,
officers, managers, members or general partners, or any agent or employee of any such persons, and not delivered to Lender to
be held under the Security Instrument, under leases containing early lease termination options in favor of tenants thereunder,
in connection with the exercise of such tenant’s lease termination rights, other than amounts paid for rent and other charges
in respect of periods prior to the lease termination date. References herein to particular sections of the Related Documents shall
be deemed references to such sections as affected by other provisions of the Related Documents relating thereto. Nothing contained
in this section shall (1) be deemed to be a release or impairment of the indebtedness evidenced by the Note or the other obligations
of Borrower under the Related Documents or the lien of the Related Documents upon the Security Property, or (2) preclude Lender
from foreclosing under the Related Documents in case of any default or from enforcing any of the other rights of Lender except
as stated in this section, or (3) limit or impair in any way whatsoever the Commercial Guaranty or the Hazardous Substances Indemnity
Agreement, each of even date herewith executed and delivered in connection with the indebtedness evidenced by the Note or release,
relieve, reduce, waive or impair in any way whatsoever, any obligation of any party to such Commercial Guaranty or Hazardous Substances
Indemnity Agreement.


 






    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    7



 



MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:


 


Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as
to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay
someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses
include Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’
fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may
be directed by the court.


 


Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define
the provisions of this Agreement.


 


Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more
participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without
any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have
about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have
with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as
all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation
interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the
participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of
offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest
and unconditionally agrees that either Lender or such purchaser may enforce Borrower’s obligation under the Loan irrespective
of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such
participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against
Lender.


 


Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
laws of the State of California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender
in the State of California.


 


Choice
of Venue. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of
Contra Costa County, State of California.


 


No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver
of Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No
prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute
a waiver of any of Lender’s rights or of any of Borrower’s or any Grantor’s obligations as to any future transactions.
Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall
not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be
granted or withheld in the sole discretion of Lender.


 


Notices.
Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered,
when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight
courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this
Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s
address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower’s current address. Unless
otherwise provided or required by law, if there is more than one Borrower, any notice given by Lender to any Borrower is deemed
to be notice given to all Borrowers.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    8


 


Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to
any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance.
If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.


 


Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including
without limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include
all of Borrower’s subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this
Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries
or affiliates.


 


Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents
shall bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower
shall not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the
prior written consent of Lender.


 


Survival
of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all
representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered
by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation
made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to
Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each
Loan Advance is made, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid
in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


Time
is of the Essence. Time is of the essence in the performance of this Agreement.


 


DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial
Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance
with generally accepted accounting principles as in effect on the date of this Agreement:


 


Advance.
The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s
behalf on a line of credit or multiple advance basis under the terms and conditions of this Agreement.


 


Agreement.
The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower.
The word “Borrower” means E-N-G Mobile Systems, Inc. and includes all co-signers and co-makers signing the Note
and all their successors and assigns.


 


Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or
personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form
of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral
chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or
title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever,
whether created by law, contract, or otherwise.


 


Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments
and Reauthorization Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of
Division 20 of the California Health and Safety Code, Section 25100, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.


 


Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the
default section of this Agreement.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


Grantor.
The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral
for the Loan, including without limitation all Borrowers granting such a Security Interest.


 


Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all
or part of the Note.


 


Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or
physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment
when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous
Substances” are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,
materials or waste as defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes,
without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal
and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement
or under any of the Related Documents.


 


Lender.
The word “Lender” means California Bank of Commerce, its successors and assigns.


 


Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described
on any exhibit or schedule attached to this Agreement from time to time.


 


Note.
The word “Note” means any Note or Credit Agreement executed by Borrower in favor of California Bank of Commerce,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for any
note or credit agreement.


 




    	 



    	 



    

 


BUSINESS
LOAN AGREEMENT


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    9


 


Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower
to Lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens
of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing
obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property
acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement
or permitted to be incurred under the paragraph of this Agreement titled “Indebtedness and Liens”; (5) liens and security
interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those
liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to
the net value of Borrower’s assets.


 


Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing,
or creating a Security Interest.


 


Security
Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present
and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop
pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale,
trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or
lien interest whatsoever whether created by law, contract, or otherwise.


 


BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT IS DATED MAY 2, 2016.


 


BORROWER:


 


E-N-G
MOBILE SYSTEMS, INC.


 


	By:
	 	 	By:	 
	 	Lyle
Probst, Chief Executive Officer of E-N-G Mobile

Systems, Inc.
	 	 	Kent
Murray, Chief Financial Officer of E-N-G Mobile

Systems, Inc.

	 	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 	 
	CALIFORNIA
    BANK OF COMMERCE	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Authorized
    Signer	 	 	 


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 	 	 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:

         
	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord,
CA 94520
	Lender:

         
	California
                                         Bank of Commerce

        Main
        Branch

        3595
        Mt. Diablo Blvd

        2nd
        Floor

        Lafayette,
        CA 94549

        (925)
283-2265



 


 


	Principal
    Amount: $350,000.00	Date
    of Note: May 2, 2016


 


PROMISE
TO PAY. E-N-G Mobile Systems, Inc. (“Borrower”) promises to pay to California Bank of Commerce (“Lender”),
or order, in lawful money of the United States of America, the principal amount of Three Hundred Fifty Thousand & 00/100 Dollars
($350,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance.
Interest shall be calculated from the date of each advance until repayment of each advance.


 


PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on May 5, 2017. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 5, 2016,
with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required
by applicable law, payments will be applied first to any accrued unpaid interest; then to any late charges; then to principal;
and then to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place
as Lender may designate in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the “Wall Street Journal Prime Rate” as published in The Wall Street Journal (the “Index”). The
Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this
loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon
Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender may
make loans based on other rates as well. The Index currently is 3.500% per annum. Interest on the unpaid principal balance
of this Note will be calculated as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 1.500
percentage points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting
in an initial rate of 5.000%. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.000% per annum
or more than the maximum rate allowed by applicable law.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All interest payable under this Note is computed using this method.


 


PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will
not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments
will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments
of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments
marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender
may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further
amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: California Bank of Commerce, 3595
Mount Diablo Blvd Lafayette, CA 94549.


 


LATE
CHARGE. If a payment is 11 days or more late, Borrower will be charged 5.000% of the
regularly scheduled payment or $25.00, whichever is greater.


 


INTEREST
AFTER DEFAULT. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase
by adding an additional 4.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also
apply to each succeeding interest rate change that would have applied had there been no default.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment
of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note.


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    2


 


Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment
or performance of this Note is impaired.


 


Cure
Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach
of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written
notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires
more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition
to all other sums provided by law.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State
of California.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of
Contra Costa County, State of California.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower’s loan and the check or
preauthorized charge with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with
Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts.


 


COLLATERAL.
Borrower acknowledges this Note is secured by all Inventory, Chattel Paper, Accounts, Deposit Accounts, Equipment and General
Intangibles described in a Commercial Security Agreement dated November 10, 2010.


 


LINE
OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing
by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing.
All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office
shown above. The following person or persons are authorized to request advances and authorize payments under the line of credit
until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority: Lyle
Probst and Kent Murray. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions
of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on
this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer
print-outs.


 


OUT
OF DEBT PERIOD. Borrower agrees to remain out of debt for 30 consecutive days per line year.


 


DEFAULT
INTEREST RATE. Notwithstanding anything to the contrary contained herein, the default interest rate will be calculated by
adding four percent (4%) to the current interest rate on the loan at the time of default.


 


JURY
WAIVER AND JUDICIAL REFERENCE. The parties named herein each waive their respective rights to a trial before a jury in connection
with any action, proceeding, or counterclaim brought by any of the parties hereto against the other. This includes any claim by
any party, claims brought by Borrower or any other party hereto as a class respresentative on behalf of others, and claims by
a class representative on behalf of any party as a class member (so-called “class action” suits). This provision shall
not apply if, at the time an action is brought, the Loan is maintained in a state where jury trial waivers are not permitted by
law.


 


If
a jury trial waiver is not permitted by law, the parties agree that all decisions of fact and law in connection with any action,
proceeding or counterclaim brought by any party hereto against the other shall be decided, at the option of either party, by a
referee appointed by the court in accordance with applicable state reference procedures. The referee shall be a retired judge,
agreed upon by the parties, from either the American Arbitration Association (“AAA”) or Judicial Arbitration and Mediation
Service, Inc. (“JAMS”). If the parties cannot agree on the referee, the party who initially selected the reference
procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that
panel. The costs of the reference procedure, including the fee for the court reporter, shall be borne equally by the parties as
the costs are incurred. If a party fails to pay its portion of the costs as incurred, then that party shall forfeit the right
to prosecute or defend the action. The referee shall hear all pre-trial and post-trial matters, including requests for equitable
relief; prepare an award with written findings of fact and conclusions of law; and apportion costs as appropriate. Judgment upon
the award shall be enetered in the court in which such proceeding was commenced and all parties shall have full rights of appeal.
This provision will not be deemed to limit or constrain Lender’s right to set off, to obtain provisional or ancillary remedies,
to interplead funds in the event of a dispute, to excercise any security interest or lien Lender may hold in property, or to comply
with legal process involving accounts or other property.


 


The
foregoing supercedes and replaces all prior dispute resolution provisions contained in documents, including, without limitation,
any Related Documents executed by the parties hereto in connection with the indebtedness and all other loans or obligations of
Borrower to Lender. Accordingly, in the event of any conflict between this provision and any other dispute resolution provision
between the parties hereto, the terms of this provision will prevail.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay
or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing,
no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made.
The obligations under this Note are joint and several.


 




    	 



    	 



    

 


PROMISSORY
NOTE


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    3


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


E-N-G
MOBILE SYSTEMS, INC.


 


	By:	 	 	By:	 
	 	Lyle
Probst, Chief Executive Officer of E-N-G Mobile Systems, Inc.
	 	 	Kent
Murray, Chief Financial Officer of E-N-G Mobile Systems, Inc.



 




    	 



    	 



    

 


COMMERCIAL
GUARANTY


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	 		 	 	 	 	 	 	 	 	0030	 	 	 	 	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:

         
	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord,
        CA 94520

         
	Lender:	California
                                         Bank of Commerce

        Main
        Branch

        3595
        Mt. Diablo Blvd

        2nd
        Floor

        Lafayette,
        CA 94549

        (925)
283-2265

	 	 	 	 
	Guarantor:

         
	PositiveID
                                         Corporation

        1690
        South Congress Avenue, Suite 200

        Delray
Beach, FL 33445
	 	 


 


 


CONTINUING
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees
full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all
Borrower’s obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of
collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against
anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other
guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United
States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower’s
obligations under the Note and Related Documents. Under this Guaranty, Guarantor’s liability is unlimited and Guarantor’s
obligations are continuing.


 


INDEBTEDNESS.
The word “Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time
and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted
by law, attorneys’ fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing
or hereafter arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe
Lender. “Indebtedness” includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness,
lease obligations, liabilities and obligations under any interest rate protection agreements or foreign currency exchange agreements
or commodity price protection agreements, other obligations, and liabilities of Borrower, and any present or future judgments
against Borrower, future advances, loans or transactions that renew, extend, modify, refinance, consolidate or substitute these
debts, liabilities and obligations whether: voluntarily or involuntarily incurred; due or to become due by their terms or acceleration;
absolute or contingent; liquidated or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature
or arising from a guaranty or surety; secured or unsecured; joint or several or joint and several; evidenced by a negotiable or
non-negotiable instrument or writing; originated by Lender or another or others; barred or unenforceable against Borrower for
any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise);
and originated then reduced or extinguished and then afterwards increased or reinstated.


 


If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights
under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect
or invalidate any such other guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms
of this Guaranty and any such other unterminated guaranties.


 


CONTINUING
GUARANTY. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT,
PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN
AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS
AND LIABILITY UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS
MAY BE A ZERO BALANCE FROM TIME TO TIME.


 


DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or
any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before
receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor’s
other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor
may only do so in writing. Guarantor’s written notice of revocation must be mailed to Lender, by certified mail, at Lender’s
address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only
to new Indebtedness created after actual receipt by Lender of Guarantor’s written revocation. For this purpose and without
limitation, the term “new Indebtedness” does not include the Indebtedness which at the time of notice of revocation
is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. For this
purpose and without limitation, “new Indebtedness” does not include all or part of the Indebtedness that is: incurred
by Borrower prior to revocation; incurred under a commitment that became binding before revocation; any renewals, extensions,
substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor’s estate as to the Indebtedness
created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual notice of Guarantor’s
death. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative may terminate this
Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor
or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation
Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
Guarantor’s obligations under this Guaranty shall be in addition to any of Guarantor’s obligations, or any of them,
under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such other guaranties
are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate, or supersede
any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered
by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness, even to
zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s
heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though the Indebtedness may from time
to time be zero dollars ($0.00).


 


GUARANTOR’S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand
and without lessening Guarantor’s liability under this Guaranty, from time to time: (A) prior to revocation as set forth
above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or
otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one
or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and
decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan
term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release,
substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made
on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation,
any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign
or transfer this Guaranty in whole or in part.


 




    	 



    	 



    

 


COMMERCIAL
GUARANTY


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    2


 


GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any
kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed
at Borrower’s request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into
this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument
binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor;
(E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer,
or otherwise dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s
request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial
information which currently has been, and all future financial information which will be provided to Lender is and will be true
and correct in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information
is provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most recent
financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s financial
condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes)
against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower;
and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower’s
financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which
might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that, absent a request for information,
Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its
relationship with Borrower.


 


GUARANTOR’S
FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following:


 


Additional
Requirements.


 


Financial
Statement. Guarantor’s Financial Statement due annually, but not more often than once in each 12 month period, or at
Lender’s discretionary request, prepared by Guarantor and acceptable to Lender.


 


Tax
Returns. As soon as available, but in no event later than 15 days after the applicable filing date for the tax reporting period
ended, Guarantor’s Federal income tax returns, including K-1 schedules, if applicable, prepared by Guarantor and satisfactory
to Lender.


 


All
financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent
basis, and certified by Guarantor as being true and correct.


 


GUARANTOR’S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender to (A) make any presentment,
protest, demand, or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower
or any other guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower,
or the creation of new or additional Indebtedness; (B) proceed against any person, including Borrower, before proceeding against
Guarantor; (C) proceed against any collateral for the Indebtedness, including Borrower’s collateral, before proceeding against
Guarantor; (D) apply any payments or proceeds received against the Indebtedness in any order; (E) give notice of the terms, time,
and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other law governing such sale; (F) disclose
any information about the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or
nonaction of Lender; or (G) pursue any remedy or course of action in Lender’s power whatsoever.


 


Guarantor
also waives any and all rights or defenses arising by reason of (H) any disability or other defense of Borrower, any other guarantor
or surety or any other person; (I) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (J)
the application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor
and Lender; (K) any act of omission or commission by Lender which directly or indirectly results in or contributes to the discharge
of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation of law
or otherwise; (L) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (M) any modification
or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration, or other
change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification
or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation.


 


Guarantor
waives all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are
or may become available to Guarantor by reason of California Civil Code Sections 2787 to 2855, inclusive.


 


Guarantor
waives all rights and any defenses arising out of an election of remedies by Lender even though that the election of remedies,
such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights
of subrogation and reimbursement against Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.


 


Guarantor
waives all rights and defenses that Guarantor may have because Borrower’s obligation is secured by real property. This means
among other things: (N) Lender may collect from Guarantor without first foreclosing on any real or personal property collateral
pledged by Borrower. (O) If Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower’s
obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is
worth more than the sale price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral,
has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because Borrower’s obligation is secured by real property. These rights and defenses include,
but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.


 


Guarantor
understands and agrees that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses
to which Guarantor might otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation,
those provided by California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor
acknowledges that Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon
by Lender. Guarantor further understands and agrees that this Guaranty is a separate and independent contract between Guarantor
and Lender, given for full and ample consideration, and is enforceable on its own terms. Until all of the Indebtedness is paid
in full, Guarantor waives any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety,
or other person, and further, Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter
held by Lender.


 


Guarantor’s
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with
Guarantor’s full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable
and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy,
such waiver shall be effective only to the extent permitted by law or public policy.


 




    	 



    	 



    

 


COMMERCIAL
GUARANTY


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    3


 


Right
of Setoff. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor’s accounts
with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone
else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust
accounts for which setoff would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law,
to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the
terms of this Guaranty.


 


Subordination
of Borrower’s Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or hereafter created,
shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes
insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever,
to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of
the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise,
the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall
be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire
against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be
effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests,
any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with
a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized,
in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents
and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this
Guaranty.


 


Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:


 


AMENDMENTS.
This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to
the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or amendment.


 


ATTORNEYS’
FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone
else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include
Lender’s attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and
any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be
directed by the court.


 


CAPTION
HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define
the provisions of this Guaranty.


 


GOVERNING
LAW. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of California without regard to its conflicts of law provisions.


 


CHOICE
OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender’s request to submit to the jurisdiction of the courts
of Contra Costa County, State of California.


 


INTEGRATION.
Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity
to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions
and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless
from all losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as
a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph.


 


INTERPRETATION.
In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall
be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower
named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor”
respectively shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender”
include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty
is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or
enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may
be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability
companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers,
directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created
in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty.


 


NOTICES.
Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor,
shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited
with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified
or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices
by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled
“DURATION OF GUARANTY.” Any party may change its address for notices under this Guaranty by giving formal written
notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes,
Guarantor agrees to keep Lender informed at all times of Guarantor’s current address. Unless otherwise provided or required
by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.


 


NO
WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in
writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of
such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of
Lender’s right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior
waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s rights
or of any of Guarantor’s obligations as to any future transactions. Whenever the consent of Lender is required under this
Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall
be binding upon and inure to the benefit of the parties, their successors and assigns.


 


JURY
WAIVER AND JUDICIAL REFERENCE. The parties named herein each waive their respective rights to a trial before a jury in connection
with any action, proceeding, or counterclaim brought by any of the parties hereto against the other. This includes any claim by
any party, claims brought by Borrower or any other party hereto as a class respresentative on behalf of others, and claims by
a class representative on behalf of any party as a class member (so-called “class action” suits). This provision shall
not apply if, at the time an action is brought, the Loan is maintained in a state where jury trial waivers are not permitted by
law.


 




    	 



    	 



    

 


COMMERCIAL
GUARANTY


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    4


 


If
a jury trial waiver is not permitted by law, the parties agree that all decisions of fact and law in connection with any action,
proceeding or counterclaim brought by any party hereto against the other shall be decided, at the option of either party, by a
referee appointed by the court in accordance with applicable state reference procedures. The referee shall be a retired judge,
agreed upon by the parties, from either the American Arbitration Association (“AAA”) or Judicial Arbitration and Mediation
Service, Inc. (“JAMS”). If the parties cannot agree on the referee, the party who initially selected the reference
procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that
panel. The costs of the reference procedure, including the fee for the court reporter, shall be borne equally by the parties as
the costs are incurred. If a party fails to pay its portion of the costs as incurred, then that party shall forfeit the right
to prosecute or defend the action. The referee shall hear all pre-trial and post-trial matters, including requests for equitable
relief; prepare an award with written findings of fact and conclusions of law; and apportion costs as appropriate. Judgment upon
the award shall be enetered in the court in which such proceeding was commenced and all parties shall have full rights of appeal.
This provision will not be deemed to limit or constrain Lender’s right to set off, to obtain provisional or ancillary remedies,
to interplead funds in the event of a dispute, to excercise any security interest or lien Lender may hold in property, or to comply
with legal process involving accounts or other property.


 


The
foregoing supercedes and replaces all prior dispute resolution provisions contained in documents, including, without limitation,
any Related Documents executed by the parties hereto in connection with the indebtedness and all other loans or obligations of
Borrower to Lender. Accordingly, in the event of any conflict between this provision and any other dispute resolution provision
between the parties hereto, the terms of this provision will prevail.


 


Definitions.
The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically
stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words
and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require.
Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial
Code:


 


BORROWER.
The word “Borrower” means E-N-G Mobile Systems, Inc. and includes all co-signers and co-makers signing the Note
and all their successors and assigns.


 


GAAP.
The word “GAAP” means generally accepted accounting principles.


 


GUARANTOR.
The word “Guarantor” means everyone signing this Guaranty, including without limitation PositiveID Corporation,
and in each case, any signer’s successors and assigns.


 


GUARANTY.
The word “Guaranty” means this guaranty from Guarantor to Lender.


 


INDEBTEDNESS.
The word “Indebtedness” means Borrower’s indebtedness to Lender as more particularly described in this Guaranty.


 


LENDER.
The word “Lender” means California Bank of Commerce, its successors and assigns.


 


NOTE.
The word “Note” means any Note or Credit Agreement executed by Borrower in favor of California Bank of Commerce,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for any
note or credit agreement.


 


RELATED
DOCUMENTS. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH
GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER
AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”.
NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED MAY 2, 2016.


 


GUARANTOR:


 


POSITIVEID
CORPORATION


 


	By:	 	 	By:	 
	 	William
    Caragol, Chief Executive Officer of PositiveID Corporation	 	 	Lyle
    Probst, President of PositiveID Corporation


 




    	 



    	 



    

 


ADDENDUM
A: FINANCIAL REPORTING REQUIREMENTS AND COVENANTS


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 		 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord,
        CA 94520

         
	Lender:	California
                                         Bank of Commerce

        Main
        Branch

        3595
        Mt. Diablo Blvd

        2nd
        Floor

        Lafayette,
        CA 94549

        (925)
283-2265



 


 


Borrower
covenants and agrees with Lender that, so long as the Business Loan Agreement and all related documents thereto (the Loan Documents),
between Borrower and Lender remain in effect, along with any and all amendments, replacements and substitutions to the Loan Documents,
Borrower will:


 


Furnish
Lender with the following financial statements:


 


Company
Prepared Annual Statements. As soon as available, but in no event later than ninety (90) days after the end of each fiscal
year, Borrower’s balance sheet and income statement for the year ended, prepared by Borrower and satisfactory to Lender.


 


Tax
Returns. As soon as available, but in no event later than 15 days after the applicable filing date for the tax reporting period
ended, Borrower’s Federal income tax returns, including K-1 schedules, if applicable, prepared by Borrower and satisfactory
to Lender.


 


Interim
Statements. As soon as available, but in no event later than 45 days after each quarter-end, Borrower’s balance sheet
and profit and loss statement for the period ended, prepared by Borrower. Interim Statements are to include fourth-quarter results.


 


Accounts
Receivable Aging. As soon as available, but in no event later than forty-five (45) days after the end of each quarter, Borrower’s
detailed accounts receivable aging for the period ended.


 


Accounts
Payable Aging. As soon as available, but in no event later than forty-five (45) days after the end of each quarter, Borrower’s
detailed accounts payable aging for the period ended.


 


Backlog
Report. As soon as available, but in no event later than forty-five (45) days after the end of each quarter, Borrower’s
backlog report for the period ended.


 


Guarantor’s
Financial Statement. Guarantor’s Financial Statement due annually, but not more often than once in each 12 month period,
or at Lender’s discretionary request, prepared by Guarantor and acceptable to Lender.


 


Guarantor’s
Tax Returns. As soon as available, but in no event later than 15 days after the applicable filing date for the tax reporting
period ended, Guarantor’s Federal income tax returns, including K-1 schedules, if applicable, prepared by Guarantor and
satisfactory to Lender.


 


Comply
with the following financial covenants and additional requirements:


 


Current
Ratio. Maintain a Current Ratio of 1.200 to 1.000. The term “Current Ratio” means Borrower’s
total Current Assets divided by Borrower’s total Current Liabilities. This liquidity ratio will be evaluated as of each
quarter-end.


 


Minimum
Tangible Net Worth. Borrower to maintain a Minimum Tangible Net Worth of $500,000.00 to be evaluated as of each quarter-end.
The term Minimum Tangible Net Worth defined as net worth less intangibles assets.


 


Profitability.
Borrower to maintain profitability on an annual basis.


 


Additional
Financing. Borrower not to incur $50,000.00 in additional financing, other than trade payables, without Lender’s prior
approval. Primary Deposit Accounts. Borrower is to maintain primary deposit accounts with California Bank of Commerce during
the term of borrowing. Out of Debt Period. Borrower agrees to remain out of debt for 30 consecutive days per line year.


 


BORROWER:


 


E-N-G
MOBILE SYSTEMS, INC.


 





	By:	 	 	By:	 
	 	Lyle
Probst, Chief Executive Officer of E-N-G Mobile Systems, Inc.
	 	 	Kent
Murray, Chief Financial Officer of E-N-G Mobile Systems, Inc.

	 	 	 	 	 
	LENDER:	 	 	 
	 	 	 	 	 
	CALIFORNIA
BANK OF COMMERCE


	 	 	 
	 	 	 	 	 
	X
    	 	 	 	 
	 	Authorized
    Signer	 	 	 




 




    	 



    	 



    

 


AGREEMENT
TO PROVIDE INSURANCE


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 		 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Grantor:
    	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord,
CA 94520
	Lender:
    	California
                                         Bank of Commerce

        Main
        Branch

        3595
        Mt. Diablo Blvd

        2nd
        Floor

        Lafayette,
        CA 94549

        (925)
283-2265



 


 


INSURANCE
REQUIREMENTS. Grantor, E-N-G Mobile Systems, Inc. (“Grantor”), understands that insurance coverage is required
in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements
are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following
described collateral (the “Collateral”):


 


	Collateral:	All
    Inventory, Equipment and Business Personal Property coverage. 
	 	 
	 	Type:
    All risks, including fire, theft and liability. Amount: Loan Amount or Full Insurable Value, whichever is less.
	 	 
	 	Basis:
    Replacement value.
	 	 
	 	Endorsements:
    Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 10
    days prior written notice to Lender.
	 	 
	 	Comments:
    California Bank of Commerce to be named as Loss Payee. Please reference Loan #1059591 on policy. 
	 	 
	 	Latest
    Delivery Date: By the loan closing date.


 


INSURANCE
COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender.
Grantor understands that credit may not be denied solely because insurance was not purchased through Lender.


 


INSURANCE
MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed
to the following address:


 


California
Bank of Commerce


3595
Mount Diablo Blvd., 2nd Floor


Lafayette,
CA 94549


 


FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required
insurance as provided above, with an effective date of May 2, 2016, or earlier. Grantor acknowledges and agrees that if Grantor
fails to provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense
as provided in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the
indebtedness as provided in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE
WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID
BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY
IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION, THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION
AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL RESPONSIBILITY LAWS.


 


AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance
agent or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations,
or both.


 


GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS
DATED MAY 2, 2016.


 


GRANTOR:


 


E-N-G
MOBILE SYSTEMS, INC.


 


	By:	 	 	By:	 
	 	Lyle
    Probst, Chief Executive Officer of E-N-G Mobile Systems, Inc.	 	 	Kent
    Murray, Chief Financial Officer of E-N-G Mobile Systems, Inc.


 




    	 



    	 



    

 


AGREEMENT
TO PROVIDE INSURANCE


 


	Loan
    No: 1059591	 	(Continued)	 	Page
    2


 


	 
	 
	FOR
    LENDER USE ONLY
	INSURANCE
    VERIFICATION
	 





	 	DATE:	 	 	PHONE	 	 





	 	 	 






	 	 	 	 	 
	 	AGENT’S
    NAME:	 	 	 





	 	 	 	 	 	 
	 	AGENCY:
    	 	 	 	 
	 	 	 	 	 	 
	 	ADDRESS:	 	 	 	 





	 	 	 	 
	 	INSURANCE
    COMPANY:	 	 





	 	 	 	 	 	 
	 	POLICY
    NUMBER: 	 	 	 	 
	 	 	 	 	 	 
	 	EFFECTIVE
    DATES:	 	 	 	 
	 	 	 	 	 	 





	 	 	 	 	 
	 	COMMENTS:	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




    	 



    	 



    

 


DISBURSEMENT
REQUEST AND AUTHORIZATION


 


	Principal	 	 	Loan Date	 	Maturity	 	Loan No	 	Call / Coll	 	Account	 	Officer	 	Initials
	$	350,000.00	 	 	05-02-2016	 	05-05-2017	 	1059591	 	0030	 	 	 	***	 	 



 


References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan
or item. Any item above containing “***” has been omitted due to text length limitations.


 


	Borrower:

         
	E-N-G
                                         Mobile Systems, Inc.

        2245
        Via De Mercados

        Concord,
        CA 94520

         
	Lender:

         
	California
                                         Bank of Commerce

        Main
        Branch

        3595
        Mt. Diablo Blvd

        2nd Floor

        Lafayette,
        CA 94549

        (925)
283-2265



 


 


LOAN
TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $350,000.00 due on May 5,
2017.


 


PRIMARY
PURPOSE OF LOAN. The primary purpose of this loan is for:


 


[  ]
Personal, Family, or Household Purposes or Personal Investment.


 


[X]
Business (Including Real Estate Investment).


 


SPECIFIC
PURPOSE. The specific purpose of this loan is: Establish new operating line of credit to support short term working capital
requirements and payoff and close loan #1021872.


 


DISBURSEMENT
INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender’s conditions for making
the loan have been satisfied. Please disburse the loan proceeds of $350,000.00 as follows:


 


	Undisbursed Funds:	 	$	350,000.00	 
	Note Principal:	 	$	350,000.00	 



 


CHARGES
PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:


 


	Prepaid Finance Charges Paid in Cash:	 	$	875.00	 
	$875.00 Loan Fee - Debit account #1021930	 	 	 	 
		 	 	 	 
	Other Charges Paid in Cash:	 	$	350.00	 
	$350.00 Documentation Fee - Debit account #1021930	 	 	 	 
	 	 	 	 	 
	Total Charges Paid in Cash:	 	$	1,225.00	 



 


AUTOMATIC
PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from Borrower’s Demand Deposit - Checking account,
numbered 1021930, the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Lender shall
not be obligated to advance funds to cover the payment. At any time and for any reason, Borrower or Lender may voluntarily terminate
Automatic Payments.


 


ADVANCE
AUTHORITY. Advances under the Line of Credit may be made by Lender at the oral or written request of Lyle Probst and Kent
Murray.


 


FINANCIAL
CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE
AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S
MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED MAY 2, 2016.


 


BORROWER:


 


E-N-G
MOBILE SYSTEMS, INC.


 


	By:	 	 	By:	 
	 	Lyle
    Probst, Chief Executive Officer of E-N-G Mobile Systems, Inc.	 	 	Kent
    Murray, Chief Financial Officer of E-N-G Mobile Systems, Inc.