Exhibit 10.3


 


NEITHER THIS NOTE NOR THE SECURITIES
THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS;
OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE
1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.


 


10% CONVERTIBLE NOTE


 


Maturity Date of March 30, 2015


 


$100,000 September 30, 2014 *the
“Issuance Date”


 


		1.	Principal Amount: $100,000.00



		2.	Purchase Price: $92,500.00



 


FOR
VALUE RECEIVED, PositiveID Corp., a Delaware Corporation (the “Company”)
doing business in Delray Beach, FL hereby promises to pay to the order of JSJ Investments Inc., an accredited investor and Texas
Corporation, or its assigns (the “Holder”) the principal
amount of One Hundred Thousand Dollars ($100,000), on demand of the Holder at any time on or after March 30, 2015 (the “Maturity
Date”), and to pay interest on the unpaid principal balance hereof at the rate of Ten Percent (10%) per annum (the
“Interest Rate”) from the date hereof (the “Issuance
Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise;
provided, that any amount of principal or interest on this Note which is not paid when due shall bear interest at such rate on
the unpaid principal balance hereof plus Default Interest from the due date thereof until the same is paid in full. The Principal
Amount is One Hundred Thousand Dollars ($100,000), and the consideration paid by the Holder is Ninety-Two Thousand Five Hundred
Dollars ($92,500.00) (the “Consideration”) (there exists a 7.5% ($7,500) original issue discount (the “OID”)).
Interest shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of
days elapsed and shall accrue daily and, after the Maturity Date, compound quarterly.


 


		3.	Payments of Principal and Interest.



 


		a.	Payment of Principal. Until the One Hundred and Twentieth (120th) day after the Issuance
Date the Company may pay the principal at a cash redemption premium of 140% without the Holder’s consent; from the 120th
day to the One Hundred and Fiftieth (150th) day after the Issuance Date, the Company may pay the principal at a cash
redemption premium of 150% without the Holder’s consent. After the 150th day, up to and upon the Maturity Date,
this note has a cash redemption premium of 150% of the principal amount only upon approval and acceptance by JSJ Investments Inc.
This provision may only be exercised if the consent of the Holder is obtained. The principal balance of this Note shall be paid
to the Holder hereof on demand.  



 


		b.	Default Interest. Any amount of principal on this Note which is not paid when due shall bear Ten
Percent (10%) interest per annum from the date thereof until the same is paid (“Default Interest”) and the Holder,
at the Holder’s sole discretion, may include any accrued but unpaid Default Interest in the Conversion Amount.



 


		c.	General Payment Provisions. This Note
shall be made in lawful money of the United States of America by check to such account as the Holder may from time to time designate
by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the
terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next
succeeding day which is a Business Day and, in the case of any interest payment date which is not the date on which this Note is
paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest
due on such date. For purposes of this Note, “Business Day” shall
mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required
by law or executive order to remain closed.



 


		4.	Conversion of Note. At any time prior to the Maturity Date, or after the Maturity Date, the Conversion
Amount of this Note shall be convertible into shares of the Company’s common stock, share (the “Common Stock”),
on the terms and conditions set forth in this Paragraph 2.



 




    	1



    	 



    

 








 


		a.	Certain Defined Terms. For purposes of this Note, the following terms shall have the following
meanings:



 


		i.	“Conversion Amount”
means the sum of (A) the principal amount of this Note to be converted
with respect to which this determination is being made, (B) Interest; and (C) Default Interest, if any, on unpaid interest and
principal. The Holder agrees that at no point will it submit a conversion that would cause it to own more than 4.99% of the issued
and outstanding number of shares at the time of conversion.



 


		ii.	“Conversion Price”
means a 40% discount to the lowest closing bid during the previous fifteen
(15) trading days to the date of Conversion.



 


		iii.	“Person” means
an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.



 


		iv.	“Shares” means
the Shares of the Company into which any balance on this Note may be converted upon submission of a Conversion Notice.



 


		b.	Holder’s Conversion Rights. At any time or times on or after the Issuance Date, the Holder
shall be entitled to convert all of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable
shares of Common Stock in accordance with the stated Conversion Price.



 


		c.	Fractional Shares. The Company shall not issue any fraction of a share of Common Stock upon any
conversion; if such issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such
fraction of a share of Common Stock up to the nearest whole share.



 


		d.	Conversion Amount. The Conversion Amount shall be converted pursuant to Rule 144(b)(1)(ii) and
Rule 144(d)(1)(ii) as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, into
free trading shares at the Conversion Price subject the Holder’s counsel legal opinion.



 


		e.	Mechanics of Conversion. The conversion of this Note shall be conducted in the following manner:



 


		i.	Holder’s Conversion Requirements. To convert this Note into shares of Common Stock on any
date set forth in the Conversion Notice by the Holder (the “Conversion Date”), the Holder hereof shall transmit by
email, facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time on such date or on the next business
day, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 1 (the “Conversion Date”)
to the Company.



 


		ii.	Company’s Response. Upon receipt by the Company of a copy of a Conversion Notice, the Company
shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via
email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company
will process such Conversion Notice in accordance with the terms herein. Within two (2) Business Days after the date of the Conversion
Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion
Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date
of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion
Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall
be entitled.



 


		iii.	Record Holder. The person or persons entitled to receive the shares of Common Stock issuable upon
a conversion of this Note shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the
Conversion Date.



 


		iv.	Timely Response by Company. Upon receipt by Company of a Conversion Notice, Company shall respond
in a timely manner to Holder by provision within two business days of the Shares requested in the Conversion Notice.



 




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		v.	Penalty for Delinquent Response. If Company fails to deliver for whatever reason (including any
neglect or failure by, e.g., the Company, its counsel or the transfer agent) to Holder the Shares as requested in a Conversion
Notice and within three business days of the receipt thereof, there shall accrue a penalty of Additional Shares due to Holder equal
to 25% of the number stated in the Conversion Notice beginning on the Fourth business day after the date of the Notice. The Additional
Shares shall be issued and the amount of the Note retired will not be reduced beyond that stated in the Conversion Notice. Each
additional 5 business days beyond the Fourth business day after the date of this Notice shall accrue an additional 25% penalty
for delinquency, without any corresponding reduction in the amount due under the Note, for so long as Company fails to provide
the Shares so demanded.



 


		vi.	Conversion Right Unconditional. If the Holder shall provide a Notice of Conversion as provided
herein, the Company’s obligations to deliver Common Stock shall be absolute and unconditional, irrespective of any claim
of setoff, counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.



 


		vii.	Transfer Agent Fees and Legal Fees. The issuance of the certificates shall be without charge or
expense to the Holder. The Company shall pay any and all Transfer Agent fees, legal fees, and advisory fees required for execution
of this Convertible Note and processing of any Notice of Conversion, including but not limited to the cost of obtaining a legal
opinion with regard to the conversion. The Holder will deduct legal fees in the amount of $2,000 from the principal payment of
the Convertible Note. The Holder will deduct advisory fees due Anubis Capital Partners in the amounts of $5,000 from the principal
payment of the Convertible Note.



 


		5.	Other Rights of Holders: Reorganization,
Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company’s assets to another Person or other transaction which is effected in such
a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or
assets with respect to or in exchange for Common Stock is referred to herein as “Organic Change.” Prior
to the consummation of any (i) Organic Change or (ii) other Organic Change following which the Company is not a surviving entity,
the Company will secure from the Person purchasing such assets or the successor resulting from such Organic Change (in each case,
the “Acquiring Entity”) a written agreement (in form and substance reasonably satisfactory to the Holder) to deliver
to Holder in exchange for this Note, a security of the Acquiring Entity evidenced by a written instrument substantially similar
in form and substance to this Note, and reasonably satisfactory to the Holder. Prior to the consummation of any other Organic Change,
the Company shall make appropriate provision (in form and substance reasonably satisfactory to the Holders of a majority of the
Conversion Amount of the Notes then outstanding) to ensure that each of the Holders will thereafter have the right to acquire and
receive in lieu of or in addition to (as the case may be) the shares of Common Stock immediately theretofore acquirable and receivable
upon the conversion of such Holder’s Note, such shares of stock, securities or assets that would have been issued or payable
in such Organic Change with respect to or in exchange for the number of shares of Common Stock which would have been acquirable
and receivable upon the conversion of such Holder’s Note as of the date of such Organic Change (without taking into account
any limitations or restrictions on the convertibility of the Note). All provisions of this Note must be included to the satisfaction
of Holder in any new Note created pursuant to this section.



 


		6.	Representations and Warranties of the Company. In connection with the transactions provided for
herein, the Company hereby represents and warrants to the Holders the following.



 


		a.	Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.



 


		b.	Authorization. All corporate action has been taken on the part of the Company, its officers, directors
and stockholders necessary for the authorization, execution and delivery of this Agreement. The Company has taken all corporate
action required to make all of the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable
obligations. The shares of capital stock issuable upon conversion of the Notes have been authorized or will be authorized prior
to the issuance of such shares.



 


		c.	Fiduciary Obligations. The Company hereby represents that it intends to use the proceeds of the
Notes primarily for the operations of its business and not for any personal, family, or household purpose. The Company hereby represents
that its board of directors, in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable
belief that the loan provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives
and financial situation.



 


		7.	Covenants of the Company. So long as the Company shall have any obligations under this Note, the
Company shall not without the Holder’s written consent pay, declare or set apart for such payment any dividend or other distribution
(whether in cash, property, or other securities) on share of capital stock solely in the form of additional shares of Common Stock.



 




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		a.	So long as the Company shall have any
obligations under this Note, the Company shall not without the Holder’s written consent redeem, repurchase, or otherwise
acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any
shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares. 



 


		b.	So long as the Company shall have any
obligations under this Note, the Company shall not without the Holder’s written consent sell, lease, or otherwise dispose
of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may
be conditioned upon a specified use of the proceeds thereof.



 


		8.	Issuance of Common Stock Equivalents. If the Company, at any time after the Issuance Date, shall
issue any securities convertible into or exchangeable for, directly or indirectly, Common Stock (“Convertible Securities”),
other than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be
issued or sold (collectively, the “Common Stock Equivalents”) and the aggregate of the price per share for which Additional
Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent, plus the consideration received by
the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such
Common Stock Equivalent (the “Aggregate Per Common Share Price”) shall be less than the applicable Conversion Price
then in effect, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of
Common Stock may be issuable thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share
Common Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the applicable
Conversion Price upon each such issuance or amendment shall be adjusted on the basis that (1) the maximum number of Additional
Shares of Common Stock issuable pursuant to all such Common Stock Equivalents shall be deemed to have been issued (whether or not
such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier
of (A) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalent, or (B)
the date of actual issuance of such Common Stock Equivalent. No adjustment of the applicable Conversion Price shall be made under
this subsection (vii) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or
other subscription or purchase rights therefor, if any adjustment shall previously have been made to the exercise price of such
warrants then in effect upon the issuance of such warrants or other rights pursuant to this subsection (vii). No adjustment shall
be made to the Conversion Price upon the issuance of Common Stock pursuant to the exercise, conversion or exchange of any Convertible
Security or Common Stock Equivalent where an adjustment to the Conversion Price was made as a result of the issuance or purchase
of any Convertible Security or Common Stock Equivalent.



 


		9.	Reservation of Shares. The Company shall at all times, so long as any principal amount of the Note
is outstanding, reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of effecting
the conversion of the Note, such number of shares of Common Stock as shall at all times be sufficient to effect the conversion
of all of the principal amount of the Note then outstanding. The initial number of shares of Common Stock reserved for conversions
of the Notes shall be calculated as twice the number of shares necessary to convert the entire value of the Note on the day it
was executed, and each increase in the number of shares so reserved shall be allocated pro rata among the Holders of the Note based
on the principal and interest amount of the Notes held by each Holder at the time of issuance of the Notes or increase in the number
of reserved shares, as the case may be. In the event a Holder shall sell or otherwise transfer any of such Holder’s Note,
each transferee shall be allocated a pro rata portion of the number of reserved shares of Common Stock reserved for such transferor.
Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Note shall be allocated to the remaining
Holders, pro rata based on the principal amount of the Note then held by such Holders.



 


		10.	Voting Rights. Holders of this Note shall have no voting rights, except as required by law.



 


		11.	Reissuance of Note. In the event of a conversion or redemption pursuant to this Note of less than
all of the Conversion Amount represented by this Note, the Company shall promptly cause to be issued and delivered to the Holder,
upon tender by the Holder of the Note converted or redeemed, a new note of like tenor representing the remaining principal amount
of this Note which has not been so converted or redeemed and which is in substantially the same form as this Note, as set forth
above.



 




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		12.	Default and Remedies.



 


		a.	Event of Default. An “Event of Default”
is: (i) default for ten (10) days in payment of interest or Default Interest
on this Note; (ii) default in payment of the principal amount of this Note when due; (iii) failure by the Company for thirty (30)
days after notice to it to comply with any other material provision of this Note; (iv) breach of any covenants, warranties, or
representations by the Company herein; (v) cessation of operations by the Company or a material subsidiary; (vi) if the Company
pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case; (B) consents to the entry of an order
for relief against it in an involuntary case; (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) admits in writing that it is generally
unable to pay its debts as the same become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: (I) is for relief against the Company in an involuntary case; (2) appoints a Custodian of the Company or for all or substantially
all of its property; or (3) orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and
in effect for thirty (30) days. The Term “Bankruptcy Law” means
Title 11, U.S. Code, or any similar Federal or State Law for the relief of debtors. The term “Custodian” means
any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.



 


		b.	Remedies. If an Event of Default occurs and is continuing, the Holder of this Note may declare
all of this Note, including any interest and Default Interest and other amounts due, to be due and payable immediately.



 


		13.	Vote to Change the Terms of this Note. This Note and any provision hereof may only be amended by
an instrument in writing signed by the Company and holders of a majority of the aggregate Conversion Amount of the Notes then outstanding.



 


		14.	Lost or Stolen Note. Upon receipt by the Company of evidence satisfactory to the Company of the
loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking
by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and
cancellation of the Notes, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same
form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests
the Company to convert such remaining principal amount into Common Stock.



 


		15.	Payment of Collection, Enforcement and
Other Costs. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced
through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors’ rights
and involving a claim under this Note, then the Company shall pay to the Holder all reasonable attorneys’ fees,
costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.



 


		16.	Cancellation. After all principal and accrued interest at any time owed on this Note has been paid
in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be
reissued.



 


		17.	Waiver of Notice. To the extent permitted by law, the Company hereby waives demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.



 




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		18.	Governing Law. This Note shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State
of Texas, without giving effect to provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in Texas for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by sending by certified mail or overnight courier a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



 


		19.	Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided
in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for
any failure by the Company to comply with the terms of this Note. The Company covenants to each Holder of Notes that there shall
be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein
with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder
thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof).



 


		20.	Specific Shall Not Limit General; Construction. No specific provision contained in this Note shall
limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and
all Holders and shall not be construed against any person as the drafter hereof.



 


		21.	Failure or Indulgence Not Waiver. No failure or delay on the part of this Note in the exercise
of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.



 


		22.	Partial Payment. In the event of partial
payment by the Holder, the principal sum due to the Holder
shall be prorated based on the consideration actually paid by lender such that the company is only required to repay the amount
funded and the company is not required to repay any unfunded portion of this note. 



 


		23.	Entire Agreement. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard to the subjects herein.  None
of the terms of this Agreement can be waived or modified, except by an express agreement signed by the Parties.



 


		24.	Representations and Warranties. The Company expressly acknowledges that the Holder, including but
not limited to its officer, directors, employees, agents, and affiliates, have not made any representation or warranty to it outside
the terms of this Agreement. The Company further acknowledges that there have been no representations or warranties about future
financing or subsequent transactions between the parties.



 




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		25.	Notices. All notices and other communications
given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and
shall be deemed effectively given:  (i) upon personal delivery,
(ii) when sent by electronic mail or facsimile, as deemed received by the close of business on the date sent, (iii) five (5) days
after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery.  All
communications shall be sent either by email, or fax, or to the address specified on the signature page. The physical address,
email address, and phone number provided on the signature page shall be considered valid pursuant to the above stipulations; should
the Company’s contact information change from that listed on the signature page, it is incumbent on the Company to inform
the Holder.



 


		26.	Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable
law, such provision shall be excluded from this Agreement and the rest of the Agreement shall be enforceable in accordance with
its terms.



 


		27.	Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum
rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will
not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal
or interest on this Note.



 


		28.	Successors and Assigns. This Agreement shall be binding upon successors and assigns.



 


— SIGNATURE
PAGE TO FOLLOW —




 


 






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IN WITNESS WHEREOF, the Company has caused
this Note to be signed by its CEO, on and as of the Issuance Date.


 


COMPANY:


 


Signature:


 


	By:	/s/ William Caragol	 
	 	 	 
	Title:	CEO	 
	 	 	 
	Address:	1690 S Congress Ave	 
	 	 	 
	 	Delray Beach, FL 33445	 
	 	 	 
	 	 	 
	 	 	 
	Email:	bcaragol@positiveidcorp.com	 
	 	 	 
	Phone:	561-508 -8000	 


 


HOLDER:


 


Signature:


 





 
 








Sameer Hirji, President


JSJ Investments Inc.


2665 Villa Creek Drive, Suite 214


Dallas TX 75234 


888-503-2599







 




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Exhibit 1


Conversion
Notice


 


Reference is made to the Convertible Note
issued by PositiveID Corp. (the "Note"), dated September 30, 2014 in the principal amount of $100,000 with 10% interest.
This note currently holds a principal balance of $100,000 and accrued interest in the amount of $_______. The features of conversion
stipulate a Conversion Price equal to a 40% discount to the lowest trading price during the previous twenty (20) trading days to
the date of Conversion, pursuant to the provisions of Section 2(a)(2) in the Note.


 


In accordance with and pursuant to the
Note, the undersigned hereby elects to convert $______ of the PRINCIPAL/INTEREST balance of the Note, indicated below into shares
of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified below.


 


Date of Conversion: __________


 


Please confirm the following information:


 


Conversion Amount: $ ____________________


 


Conversion Price: $ ____________________
( ____ % discount from $ ____________________)


 


Number of Common Stock to be issued: _______________________________________________________________


 


Current Issued/Outstanding: _______________________________________________________________________


 


Please issue the common stock into
which the note is being converted in the name of the Holder of the Note and transfer the shares electronically to:


 


[BROKER INFORMATION]


 


Holder Authorization:

JSJ Investments Inc.

2665 Villa Creek Drive, Suite 214

Dallas, TX 75234

888-503-2599


 


Tax ID: 20-2122354


 


Sameer Hirji, President


 


Date:


 


[Continued on Next Page]


 




    	9



    	 



    

 





 


 


PLEASE
BE ADVISED, pursuant to Section 2(e)(2) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice,
the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice,
SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT
OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE in accordance with
the terms herein. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued and
electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer
the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered
to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name
of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”


 


Signature:


 


William Caragol


CEO


PositiveID Corp.


 




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