Exhibit 10.1


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of October 24, 2014, is entered into by and between PositiveID
Corp., a Delaware corporation (the “Company”), and Blue Citi, LLC,
its successors and/or assigns (the “Buyer”).


 


A.           The
Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”).


 


B.           The
Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement,
a Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $161,000.00
(the “Note”), convertible into shares of common stock, $0.01 par value per share, of the Company (the “Common
Stock”), one hundred and eighty (180) days from the date of issuance of the Note, subject to the limitations and conditions
set forth in such Note. This Agreement, the Note and all other certificates, documents, agreements, resolutions and instruments
delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively
referred to herein as the (“Transaction Documents”).


 


C.           For
purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of
all or any portion of the Note; and “Securities” means the Note and the Conversion Shares, as applicable.


 


NOW THEREFORE,
the Company and the Buyer hereby agree as follows:


 


1.          Purchase
and Sale of Securities.


 


1.1.          Purchase
of Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to
purchase from the Company the Note.


 


1.2.          Form
of Payment. On the Closing Date, (i) the Buyer shall pay $161,000.00 as full consideration for the Note to be issued and sold
to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds
to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note and (ii) the Company
shall execute and Deliver the Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.


 


1.3.          Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 4 and Section 6 below, the date
and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be
12:00 noon, Eastern Standard Time on or about October 24, 2014, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed
to by the parties.


 


1.4.          Original
Issue Discount; Transaction Expenses. The Note carries an original issue discount of $11,000.00 (the “OID”)
in order to cover $7,500 in due diligence fees to Brighton Capital, Ltd. and $3,500 to cover the Buyer’s legal fees.


 


1.5.          Additional
Investment. The Buyer shall be entitled, at the mutual agreement of the Buyer and the Company, to purchase up to an additional
$500,000 at any time on before the nine (9) month anniversary of the date hereof on substantially similar terms as provided in
the Transaction Documents


 




    	 



    	 



    

  


2.          Buyer’s
Representations and Warranties. The Buyer represents and warrants to the Company that: (i) this Agreement has been duly and
validly authorized; (ii) this Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes
a valid and binding agreement of the Buyer enforceable in accordance with its terms; (iii) the Buyer is an “accredited investor”
as that term is defined in Rule 501(a) of Regulation D, and (iv) the Buyer is purchasing the Securities for its own account and
not with a view towards the public sale or distribution thereof.


 


3.          Representations
and Warranties of the Company. The Company represents and warrants to the Buyer that: (i) the Company is a corporation duly
organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power
to own its properties and to carry on its business as now being conducted; (ii) the Company is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary; (iii) the Company has registered its Common Stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13
or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby,
have been duly and validly authorized by the Company; (v) this Agreement and the Note have been duly executed and delivered by
the Company and constitute the valid and binding obligations of the Company enforceable in accordance with their terms, subject
as to enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting
the enforcement of creditors’ rights generally; (vi) the execution and delivery of the Transaction Documents by the Company,
the issuance of Securities in accordance with the terms hereof, and the consummation by the Company of the other transactions contemplated
by the Transaction Documents do not and will not conflict with or result in a breach by the Company of any of the terms or provisions
of, or constitute a default under (a) the Company’s formation documents or bylaws, each as currently in effect, (b) any indenture,
mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its
properties or assets are bound, including any listing agreement for the Common Stock except as herein set forth, or (c) to the
Company’s knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any
court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over
the Company or any of the Company’s properties or assets; (vii) no authorization, approval or consent of any court, governmental
body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of the Company
is required to be obtained by the Company for the issuance of the Securities to the Buyer, except such authorizations, approvals
and consents that have been obtained; (viii) none of the Company’s filings with the SEC contained, at the time they were
filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary
to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) the Company
has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC under
the 1934 Act for at least the preceding twelve months on a timely basis or has received a valid extension of such time of filing
and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; (x) the
Company is not now and has not previously been a “Shell Company,” as such type of “issuer” is described
in Rule 144(i)(1) under the 1933 Act; (xi) the Company has taken no action which would give rise to any claim by any person or
entity for a brokerage commission, placement agent or finder’s fees or similar payments by the Buyer relating to the Notes
or the transactions contemplated hereby; and (xii) except for such fees arising as a result of any agreement or arrangement entered
into by the Buyer without the knowledge of the Company (a “Buyer’s Fee”), the Buyer shall have no obligation
with respect to such fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in
this subsection that may be due in connection with the transactions contemplated hereby and the Company shall indemnify and hold
harmless each of the Buyer, the Buyer’s employees, officers, directors, stockholders, managers, agents, and partners, and
their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’
fees) and expenses suffered in respect of any such claimed or existing fees (other than a Buyer’s Fee, if any).       


 




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4.          Company
Covenants. Until all of the Company’s obligations hereunder are paid and performed in full, or within the timeframes
otherwise specifically set forth below, the Company shall comply with the following covenants: (i) from the date hereof until the
date that is six (6) months after all the Conversion Shares either have been sold by the Buyer, or may permanently be sold by the
Buyer without any restrictions pursuant to Rule 144, the Company shall timely make all filings required to be made by it under
the Securities Act of 1933 (the “1933 Act”), the 1934 Act, Rule 144 or any United States securities laws and
regulations thereof applicable to the Company or by the rules and regulations of its principal trading market, and such filings
shall conform to the requirements of applicable laws, regulations and government agencies, and, unless such filings are publicly
available on the SEC’s EDGAR system (via the SEC’s web site at no additional charge), the Company shall provide a copy
thereof to the Buyer promptly after such filings; (ii) so long as the Buyer beneficially owns any of the Securities and for at
least twenty (20) trading days thereafter, the Company shall file all reports required to be filed with the SEC pursuant to Sections 13
or 15(d) of the 1934 Act, and shall take all reasonable action under its control to ensure that adequate current public information
with respect to the Company, as required in accordance with Rule 144, is publicly available, and shall not terminate its status
as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit
such termination; (iii) the Common Stock shall be listed or quoted for trading on any of (a) the NYSE Amex, (b) the New York Stock
Exchange, (c) the Nasdaq Global Market, (d) the Nasdaq Capital Market, (e) the OTC Bulletin Board, (f) the OTCQX, or (g) the OTCQB;
and (iv) the Company shall use the net proceeds received under any of the Notes for working capital and general corporate purposes
only; provided, however, the Company will not use such proceeds to pay fees payable (A) to any broker or finder relating
to the offer and sale of the Securities, or (B) to any other party relating to any financing transaction effected prior to the
date hereof.


 


5.          Conditions
to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the
Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion:


 


5.1.          The
Buyer shall have executed this Agreement and delivered the same to the Company.


 


5.2.          The
Buyer shall have delivered the Purchase Price in accordance with Section 1.2 above.


 


6.          Conditions
to the Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions
are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


6.1.          The
Company shall have executed this Agreement and delivered the same to the Buyer.


 


6.2.          The
Company shall have delivered to the Buyer the duly executed Note in accordance with Section 1.2 above.


 




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6.3.          The
irrevocable transfer agent instructions shall have been delivered to and acknowledged in writing by the Company’s transfer
agent (the “Transfer Agent”) substantially in the form attached hereto as Exhibit BB.


 


6.4.          The
Company shall have delivered to the Buyer a fully executed officer’s certificate evidencing the Company’s approval
of the Transaction Documents substantially in the form attached hereto as Exhibit CC.


 


6.5.          The
Company shall have delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially
in the form attached hereto as Exhibit DD.


 


6.6.          The
Company shall have delivered to the Buyer a fully executed warrant agreement substantially in the form attached hereto as Exhibit
CE.


 


7.          Reservation
of Shares. At all times during which any Note is convertible pursuant to the terms thereof, the Company will reserve from its
authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of the Note. Within three
(3) months from the date hereof, the Company will, as of such date and at all times thereafter, reserve at least (i) three times
the number of shares of Common Stock necessary to convert the total Outstanding Balance (as defined in and determined pursuant
to the Note) of the outstanding Note, (the “Share Reserve”): prior to three (3) months from the date hereof,
the Company will maintain not less than 18,000,000 shares of Common Stock in the Share Reserve (the “Transfer Agent Reserve”).
The Company further agrees that after one hundred eighty (180) days from the date hereof, it will cause its transfer agent to immediately
add shares of Common Stock to the Transfer Agent Reserve as and when reasonably requested by the Buyer in writing from time to
time, provided that such incremental increases do not cause the Transfer Agent Reserve to exceed the Share Reserve. In furtherance
thereof, from and after the date hereof and until such time that the Notes have been paid in full, the Company shall require its
transfer agent to reserve for the purpose of issuance to the Buyer pursuant to conversions under the Note, a number of shares of
Common Stock equal to the Transfer Agent Reserve. The Company shall further require its transfer agent to hold such shares of Common
Stock exclusively for the benefit of the Buyer and to issue such shares to the Buyer promptly upon Buyer’s delivery of a
conversion notice under a Note.


 


8.          Intentionally
Omitted.


 


9.          Governing
Law; Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein.


 


9.1.          Governing
Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts
to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each party
hereto hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting
in New York State in connection with any dispute or proceeding arising out of or relating to this Agreement, (b) agrees that all
claims in respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly submits to
the venue of any such court for the purposes hereof, and (d) waives any claim of improper venue and any claim or objection that
such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions
or to any claim that such venue of the suit, action or proceeding is improper.


 


9.2.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.


 




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9.3.          Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


 


9.4.          Entire
Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement
may be waived or amended other than by an instrument in writing signed by the Buyer.


 


9.5.          Notices.
Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively
given on the earliest of: (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail
to an executive officer, or by confirmed facsimile, (b) the fifth Trading Day after deposit, postage prepaid, in the United States
Postal Service by certified mail, or (c) the third Trading Day after mailing by domestic or international express courier, with
delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses
(or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given
to each of the other parties hereto):


 


If to the Company:


 


PositiveID
Corp.


Attn: William Caragol


1690 South Congress Avenue, Suite
201


Delray Beach, FL 33445


 


If to the Buyer:


 


Blue Citi, LLC


Attn: Robert Malin

440 East 79th Street, Suite 4M


New York, NY 10075


 


With a copy to (which copy shall not constitute notice):


 


Matthew McMurdo, Esq.


28 West 44th Street, 16th Floor


New York, NY 10036


 


9.6.          Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
the Buyer hereunder may be assigned by the Buyer to a third party, in whole or in part, without the need to obtain the Company’s
consent thereto. The Company may not assign its rights or obligations under this Agreement or delegate its duties hereunder without
the prior written consent of the Buyer.


 




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9.7.          Survival.
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the
Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to
indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants
set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as
they are incurred.


 


9.8.          Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


9.9.          Buyer’s
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents
on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power,
and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing
at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and
in such order as the Buyer may deem expedient.


 


9.10.         Ownership
Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, if at
any time the Buyer shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would
cause the Buyer (together with its affiliates) to beneficially own a number of shares exceeding the 4.9% of the issued and outstanding
shares of Common Stock (the “Maximum Percentage”), then the Company must not issue to the Buyer the shares that
would cause the Buyer to exceed the Maximum Percentage. For purposes of this Section, beneficial ownership of Common Stock will
be determined under the 1934 Act.


 


9.11.         Attorneys’
Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement
or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing
party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and
expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based
upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s
power to award fees and expenses for frivolous or bad faith pleading. If (a) any Note is placed in the hands of an attorney
for collection or enforcement prior to commencing legal proceedings, or is collected or enforced through any legal proceeding,
or Lender otherwise takes action to collect amounts due under any Note or to enforce the provisions of any Note; or (b) there
occurs any bankruptcy, reorganization, receivership of Borrower or other proceedings affecting Borrower’s creditors’
rights and involving a claim under any Note; then Borrower shall pay the costs incurred by Lender for such collection, enforcement
or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation,
attorneys’ fees and disbursements.


 




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9.12.         Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE
TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE,
LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING SUCH PARTY’S
RIGHT TO DEMAND TRIAL BY JURY.


 


9.13.         Time
of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the other Transaction
Documents.


 


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SUBSCRIPTION AMOUNT:


 


	Principal Amount of the Note:	 	$	161,000	 
	 	 	 	 	 
	Purchase Price:	 	$	150,000	 



 


IN WITNESS WHEREOF,
the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.


 


	 	BUYER:
	 	 
	 	BLUE CITI, LLC.
	 	 
	 	By:	 
	 	 	 
	 	By:  	/s/ Robert Malin	 


 





	 	COMPANY:
	 	 
	 	POSITIVEID CORP.
	 	 
	 	By:	/s/ William Caragol





	 	Printed Name:	William Caragol





	 	Title:	CEO







 


ATTACHED EXHIBITS:


 


	Exhibit A	Note
	Exhibit B	Irrevocable Transfer Agent Instructions
	Exhibit C	Officer’s Certificate
	Exhibit D	Share Issuance Resolution
	Exhibit E	Warrant Agreement