Exhibit 10.3


  


EXECUTION COPY


 


MANAGEMENT SERVICES AND CONTROL AGREEMENT


 


THIS MANAGEMENT
SERVICES AND CONTROL AGREEMENT (the “Agreement”), effective as of December 4, 2015, is made by and between PositiveID
Corporation, a Delaware corporation (the “Company” or “Manager”), Sanomedics, Inc., a Delaware corporation
(“Sano”) and, its wholly-owned subsidiary, Thermomedics, Inc., a Nevada corporation (“Thermo”) (together,
the “Parties”).


 


WHEREAS, the Company
and Sano entered into that certain Stock Purchase Agreement, dated October 21, 2015 (as may be amended from time to time, including
as set forth herein) (the “SPA”), whereby Sano agreed to sell all the outstanding shares of Thermo to the Company (the
“Stock Purchase Transaction”);


 


WHEREAS, under the
terms of the SPA, a condition to the closing of the Stock Purchase Transaction includes the expiration of the applicable period
relating to Sano’s information statement on Form 14C, which was filed on October 23, 2015 (the “Information Statement”);


 


WHEREAS, Sano has communicated
to the Company that is experiencing delays in completing the process for the Information Statement with the Securities and Exchange
Commission and certain other conditions of closing of the Stock Purchase Transaction, including obtaining the required consents
and releases;


 


WHEREAS, the Board
of Directors of Sano (the “Sano Board”) has determined that it is in the best interest of Sano, Thermo and Sano’s
shareholders to fully transfer control including operational and financial benefits and responsibility for Thermo to the Company
effective as of the date first written above;


 


WHEREAS, the Board
of Directors of the Company (the “Company Board”) has determined that it is in the best interest of the Company and
its shareholders to accept control over Thermo, including operational and financial benefits and responsibility effective as of
the date first written above;


 


WHEREAS, Sano and the
Company desires to enter into this Agreement to memorialize the terms and conditions under which Sano transfers, and the Company
accepts, control over Thermo, including operational and financial benefits and responsibility effective as of the date first written
above; and


 


NOW, THEREFORE, in
consideration of the premises and the respective mutual agreements, covenants, representations and warranties contained in this
Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.    
Appointment of Manager. Sano and Thermo appoint the Company as the Manager of Thermo. As the Manager, the Company will have
sole responsibility for all strategic, operational and financial decisions, will be fully responsible for the financial obligations
of Thermo, and will be empowered to commit Thermo with full authority of Thermo’s officers and the Thermo Board. Sano agrees
that as a consequence of the Company, acting as Manager and assuming full responsibility for Thermo’s financial obligations,
the Company will also benefit from any and all revenue generated by Thermo.


 




     

     


    

  


2.    
Modifications and Adjustments to the SPA. The parties agree to modify certain sections of SPA as set forth in the amendment
substantially in the form attached hereto as Exhibit A. Such amendment provides for a reduction of the Aggregate Purchase Price
from $750,000 to $375,000, with the Stock Purchase Price being reduced from 500 shares of Series J Convertible Preferred Stock
to 125 shares. Additionally, such amendment shall provide for a Closing Balance Sheet and Closing Net Working Capital date as of
December 4, 2015 (as opposed to the closing date), and the disclosure schedule under Section 2.04(a)(i) of the SPA shall reflect
working capital deficit for Thermo of fifty thousand dollars ($50,000). The amended Stock Purchase Price of 125 shares shall be
held in escrow pursuant to the closing of the SPA and the settlement of the final balance sheet adjustment. Other than as set forth
in Exhibit A, the terms of the SPA and the agreements of the parties made thereunder shall remain in effect with no change. For
purposes of this Section 2, any capitalized term used but not otherwise defined herein shall have the meaning set forth in the
SPA.


 


3.     Consulting Agreement.
The consulting agreement and corresponding convertible note to be delivered at closing to Keith Houlihan shall be adjusted to reflect
consideration of $75,000.


 


4.    
Services of the Manager. Throughout the Term of this Agreement, the services to be performed by the Company include the
strategic, operational and financial management of Thermo as well as any and all actions made by an officer and/or director (or
other authorized or delegated individual or governing body) of Thermo in the ordinary course of business.


 


5.    
Advances by the Manager. The Company agrees to advance cash to Thermo or directly pay Thermo’s expenses on an as needed
basis as determined by the Company in its role as Manager. All cash advances made by the Company to Thermo, or expenses paid directly
by the Company on behalf of Thermo, shall be made pursuant to a security agreement. Further, the Manager agrees to immediately
advance the Cash Purchase Price (as defined in the SPA) to Sano. All advances will accrue interest at a simple interest rate of
5%, except in the Event of Default pursuant to Section 11; in an Event of Default, the interest rate shall adjust to 18%, compounded
daily. The security agreement, attached as Exhibit B, shall grant the Company a first priority security interest in all of the
assets of Thermo. Any existing security holder in the assets of Thermo shall agree, in writing, to subordinate that interest to
the Company.


 


6.     Board Approval;
Shareholder Vote. The Board of Directors of Sano shall approve this Agreement and the exhibits hereto. Further, the Series
A preferred shareholders, who own over 51% of the voting interest of Sano, shall both approve this Agreement and ratify their vote
to approve the terms of the SPA.


 


7.    
Resignations; Appointments. Sano and Thermo agree to cause the directors and officers of Thermo to tender their resignations
from their respective positions effective as of the date of this Agreement. Effective as of the date of this Agreement, the President
of Thermo shall be named William J. Caragol, and the Secretary of Thermo shall be Allison F. Tomek and Mr. Caragol and Ms. Tomek
shall also be appointed as the sole directors of Thermo.


 


8.    Security Agreement
and Guaranty. Sano agrees to grant a first priority security interest in all of the shares of Thermo that it owns. That security
agreement is attached to this Agreement as Exhibit C.


 


9.    
Compensation of Manager.


 


(a)    
During the Term of this Agreement, the Company will be entitled to no compensation other than as outlined in this Agreement.


 




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(b)    
Unless otherwise provided for herein, in an Event of Default as defined in Section 11, Sano and Thermo shall pay the Company (i)
the total amount the Company advanced to, or paid on behalf of, Thermo, plus interest as set forth in Section 4 and the advance
of the Cash Purchase Price under the SPA, plus interest as set forth in Section 4 (the “Advances”), and (ii) a termination
fee in the amount of $250,000 (the “Termination Fee”). This amount shall be owed jointly and severally by Sano and
Thermo, and shall be covered by the security agreements of both Sano and Thermo.


 


10.    Voting
Agreement. Throughout the Term of this Agreement, the Manager shall have the right to vote all shares of Thermo that are owned
by Sano, or its affiliates, in any situation where a shareholder vote is required.


 


11.    Term.
This Agreement shall commence effective as of the date first written above and shall remain in effect until the date of closing
pursuant to the terms of the SPA. It will be considered an Event of Default if the Stock Purchase Transaction does not close by
February 15, 2016 (the “Default Date”); provided that in the event that Sano and the Company close the Stock Purchase
Transaction within twenty (20) days of the Default Date (the “Extension Date”), an Event of Default shall be deemed
not to have occurred. Sano may terminate this Agreement at any time, subject to the consent of the Manager, by (i) repaying the
Company all principal and interest for any advances made pursuant to this Agreement, and (ii) making the payments defined in Section
9(b). Notwithstanding the foregoing, in the event that Sano has taken all necessary steps under the SPA to close the Stock Purchase
Transaction, including delivery of all of the items section forth in Section 2.03(a) of the SPA (or the Company’s waiver
of such deliverables) and the Stock Purchase Transaction does not close at the Company’s election, Sano and Thermo shall
not be obligated to pay to the Company the Termination Fee and the Advances.


 


12.    
Liability. No member of the Company (including any person or entity acting for or on behalf of the Company) shall be liable
for any mistakes of fact, errors of judgment, or losses sustained by the Company or for any acts or omissions of any kind (including
acts or omissions of the Company), except to the extent caused by intentional misconduct or gross negligence of the Company as
finally determined by a court of competent jurisdiction.


 


13.    
Indemnification of Manager. Sano and Thermo agree to jointly and severally indemnify and hold harmless the Manager and their
present and future officers, directors, affiliates, employees and agents (“Indemnified Parties”) from and against
all losses, claims, liabilities, suits, costs, damages and expenses (including attorneys’ fees)(collectively, “Losses”)
arising with respect to the Company’s role as Manager as set forth herein, including from their assumption of financial responsibility
and performance of services hereunder; except to the extent such Losses are: (i) with respect to any liability (or Losses) or with
respect to the business or operations of Thermo relating to periods on or following the date of the consummation of the transactions
contemplated by this Agreement; or (ii) caused by intentional misconduct or gross negligence of the Company.


 


14.    
Assignment. Without the consent of the Company, Sano or Thermo shall not assign, transfer or convey any of its rights, duties
or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it
hereunder. The Company shall not assign, transfer or convey any of their rights, duties or interest under this Agreement, nor shall
they delegate any of their obligations or duties required to be kept or performed under this Agreement, except that the Company
may transfer their rights and delegate their obligations hereunder to (i) their respective affiliates or (ii) to each
other.





 




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15.    
Notices. All notices, demands, or other communications to be given or delivered under or by reason of the provisions of
this Agreement shall be in writing and shall be deemed to have been given or made when (i) delivered personally to the recipient,
(ii) one business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iii) received
via electronic mail by the recipient. Such notices, demands, and other communications shall be sent to the address for such recipient
indicated below:


  





	If to the Company:	 	PositiveID Corporation
	 	 	1690 S. Congress Ave., Suite 201
	 	 	Delray Beach, FL  33445
	 	 	Telephone: (561) 805-8009
	 	 	Electronic Mail: bcaragol@psidcorp.com 
	 	 	Attention: Chief Executive Officer
	 	 
	If to Sano:	 	Sanomedics, Inc.
	 	 	777 Glades Rd.
	 	 	Boca Raton, FL 33___
	 	 	Telephone: (___) ___-____
	 	 	Electronic Mail: keith@sanomedics.com

                           cfo@sanomedics.com 
	 	 	Attention: President
	 	 	 
	 With Copies to (which shall not constitute notice):	 
	 	 	Szaferman, Lakind, Blumstein & Blader, P.C.

101 Grovers Mill Rd., Suite 200

Lawrenceville, NJ  08648
	 	 	Telephone: (609) 275-0400
	 	 	Electronic Mail: gjaclin@szaferman.com 
	 	 	Attention:       Gregg Jaclin, Esq.
	 	 	 
	 	 	
        __________________________

        

         

        __________________________

         

        

        __________________________

        

        Telephone: (XXX) XXX-XXXX

        Electronic Mail: __________________

        Attention: _______________________





 





or to such other address or to the attention
of such other person as the recipient party has specified by prior written notice to the sending party.


 


16.    
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed,
construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.


 




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17.    
No Waiver. The failure by any party to exercise any right, remedy or elections herein contained or permitted by law shall
not constitute or be construed as a waiver or relinquishment for the future exercise of such right, remedy or election, but the
same shall continue and remain in full force and effect. All rights and remedies that any party may have at law, in equity or otherwise
upon breach of any term or condition of this Agreement, shall be distinct, separate and cumulative rights and remedies and no one
of them, whether exercised or not, shall be deemed to be in exclusion of any other right or remedy.


 


18.    
Amendment. The provisions of this Agreement may be amended or modified only with the prior written consent of the Parties.


 


19.    
Entire Agreement. This Agreement, the Exhibits hereto, the SPA (and the documents contemplated by the SPA) contain the entire
agreement between the parties hereto with respect to the matters herein contained and any agreement hereafter made shall be ineffective
to effect any change or modification, in whole or in party, unless such agreement is in writing and signed by the party against
whom enforcement of the change or modification is sought.  In the event of any conflict
between the provisions of this Agreement and the SPA, the provisions of this Agreement shall control to the extent the contents
of such provisions are directly related to the contents of similar provisions in the SPA. 


 


20.    
Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida,
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.


  


21.    
MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION
RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDING THE COMPANY)
HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY
OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO
THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.


 


22.    
Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns
of the parties.


 


23.    
Counterparts. This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had
signed the same document. All counterparts shall be construed together and constitute the same instrument.


 


24.    
Confidentiality. The Parties may not disclose the terms of this Agreement except as may be required by applicable law or
the rules of any exchange on which the Company’s or Sano’s securities are traded.


  




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IN WITNESS WHEREOF,
the parties hereto have caused this Management Services and Control Agreement to be executed and delivered as of the date first
above written.


  





	 	POSITIVEID CORPORATION
	 	 	 
	 	By:	/s/ William J. Caragol
	 	Name:	William J. Caragol
	 	Title:	Chief Executive Officer




 





	 	SANOMEDICS, INC.
	 	 	 
	 	By:	/s/ Keith Houlihan
	 	Name:	Keith Houlihan
	 	Title:	President







  


	 	THERMOMEDICS, INC.
	 	 	 
	 	By:	/s/ Keith Houlihan
	 	Name:	Keith Houlihan
	 	Title:	President







  




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EXHIBIT A





 




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EXHIBIT B


  




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EXHIBIT C