Exhibit 10.23


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE AGREEMENT (this “Agreement”),
dated as of May 13, 2015, by and among ID Global Solutions Corporation, a Delaware corporation, with headquarters located at 160
E. Lake Brantley Drive, Longwood, Florida 32779 (the “Company”), and each of the purchasers set forth on the
signature pages hereto (the “Buyers”).


 


WHEREAS:


 


A.           The
Company and the Buyers are executing and delivering this Agreement in reliance upon an 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.           Buyers
desire to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement 10% secured
convertible debentures of the Company, in the form attached hereto as Exhibit “A”, in the aggregate principal
amount of ($150,000) (the “Notes”), convertible into shares of common stock, par value $0.0001 per share, of
the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in
such Notes and common stock purchase warrants , in the form attached hereto as Exhibit “B”, to acquire 4,090,909
shares of Common Stock in the aggregate (the “Warrants”).


 


C.           Each
Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Notes and related Warrants
as is set forth immediately below its name on the signature pages hereto; and


 


NOW THEREFORE, the Company and each
of the Buyers severally (and not jointly) hereby agree as follows:


 


1.          PURCHASE
AND SALE OF NOTES AND WARRANTS.


 


a.           Purchase
of Notes and Warrants.  On the Closing Date (as defined below), the Company shall issue and sell to each Buyer
and each Buyer severally agrees to purchase from the Company such principal amount of Notes and such number of Warrants as is set
forth immediately below such Buyer’s name on the signature pages hereto.


 


b.           Form
of Payment.  On the Closing Date (as defined below), (i) each Buyer shall pay the purchase price for the Notes
and Warrants 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 Notes in the principal amount equal to the Purchase Price and the Warrants, and (ii) the Company shall deliver such Notes
and Warrants duly executed on behalf of the Company, to such Buyer, against delivery of such Purchase Price.


 


c.           Closing
Date.  Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Notes and the Warrants pursuant to this Agreement (the “Closing
Date”) shall be 12:00 noon, Eastern Standard Time on May 13, 2015 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.  


 




    	 



    	 



    

 


2.          BUYERS’
REPRESENTATIONS AND WARRANTIES.  Each Buyer severally (and not jointly) represents and warrants to the Company
solely as to such Buyer that:


 


a.           Investment
Purpose.  As of the date hereof, the Buyer is purchasing the Notes and the shares of Common Stock issuable upon
conversion/exercise of or otherwise pursuant to the Notes/Warrants (such shares of Common Stock being collectively referred to
herein as the “Conversion Shares” and, collectively with the Notes, Warrants and Conversion Shares, the “Securities”)
for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered
or exempted from registration under the 1933 Act.


 


b.           Accredited
Investor Status.  The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D (an “Accredited Investor”).


 


c.           Reliance
on Exemptions.  The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.


 


d.           Governmental
Review.  The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


e.           Transfer
or Re-sale.  The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the
Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the
Company an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell
or otherwise transfer the Securities only in accordance with this Section 2(e) and who is an Accredited Investor, (d) the Securities
are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company an opinion of counsel that shall be in form,
substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;
(ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,
if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom
the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some
other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.  Notwithstanding the foregoing or anything else contained herein to
the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other
lending arrangement.  


 




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f.            Legends.  The
Buyer understands that the Notes, Warrants and, until such time as the Conversion Shares have been registered under the 1933 Act
or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular
date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of the certificates for such Securities):


 


“The securities represented by this certificate
have not been registered under the Securities Act of 1933, as amended.  The securities may not be sold, transferred or
assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in
form, substance and scope customary for opinions of counsel in comparable transactions, that registration is not required under
said Act or unless sold pursuant to Rule 144 or Regulation S under said Act.”


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless
otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration
statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to
the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with
an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect
that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted
by the Company so that the sale or transfer is effected or (c) such holder provides the Company with reasonable assurances that
such Security can be sold pursuant to Rule 144 or Regulation S.  The Buyer agrees to sell all Securities, including those
represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements,
if any.


 


g.           Authorization;
Enforcement. This Agreement has been duly and validly authorized.  This Agreement has been duly executed and
delivered on behalf of the Buyer, and this Agreement constitutes valid and binding agreements of the Buyer enforceable in accordance
with their terms.


 


h.           Residency.  The
Buyer is a resident of the jurisdiction set forth immediately below such Buyer’s name on the signature pages hereto.


 




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3.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.  The Company represents and warrants to each Buyer that:


 


a.           Organization
and Qualification.  The Company and each of its subsidiaries, if any, is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate
and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated
and conducted.  


 


b.           Authorization;
Enforcement.  (i) The Company has all requisite corporate power and authority to enter into and perform this
Agreement.


 


c.           Capitalization.  The
capitalization of the Company is as set forth in the Company’s reports as filed with the Securities and Exchange Commission.


 


d.           Issuance
of Shares.  The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes
and exercise of the Warrans.


 


e.           Acknowledgment
of Dilution.  The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon
the issuance of the Conversion Shares.


 


4.          COVENANTS.


 


a.           Best
Efforts.  The parties shall use their best efforts to satisfy timely each of the conditions described in Section
6 and 7 of this Agreement.  


 


b.           Blue
Sky Laws.  The Company shall, on or before the Closing Date, take such action as the Company shall reasonably
determine is necessary to qualify the Securities for sale to the Buyers at the applicable closing pursuant to this Agreement under
applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification),
and shall provide evidence of any such action so taken to each Buyer on or prior to the Closing Date.


 


5.          INTENTIONALLY
LEFT BLANK.  


 


6.          CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.  The obligation of the Company hereunder to issue and sell the Notes
to a 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:


 


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


 


b.           The
applicable Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.


 




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c.           The
representations and warranties of the applicable Buyer shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the applicable Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the applicable Buyer at or prior to the Closing
Date.


 


d.           No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


7.          CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.  The obligation of each Buyer hereunder to purchase the Notes 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 such Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion:


 


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


 


b.           The
Company shall have delivered to such Buyer duly executed Notes (in such denominations as the Buyer shall request)and Warrants in
accordance with Section 1(b) above.


 


c.           The
representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and
the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.  


 


d.           No
litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.


 


e.           No
event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company.


 




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8.          GOVERNING
LAW; MISCELLANEOUS.  


 


a.           Governing
Law.  THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
FLORIDA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT
OF LAWS.  THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
IN TAMPA, FLORIDA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT, THE AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST
CLASS MAIL SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING.  NOTHING
HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  BOTH PARTIES AGREE
THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS AGREEMENT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY
IN CONNECTION WITH SUCH DISPUTE.


 


b.           Counterparts;
Signatures by Facsimile.  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.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


c.           Headings.  The
headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this
Agreement.  


 


d.           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 with
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.


 


e.           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 party to be charged with
enforcement.  


 




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f.            Notices.  Any
notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier (including a recognized overnight delivery service) or by facsimile and
shall be effective five days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if delivered
personally or by courier (including a recognized overnight delivery service) or by facsimile, in each case addressed to a party.  The
addresses for such communications shall be:


 


	If to the Company, to:	ID Global Solutions Corporation
	 	160 East Brantley Drive
	 	Longwood, FL 32779
	 	Attention: Thomas R. Szoke
	 	Telephone: (407) 951-8640
	 	Facsimile:  


 


	With a copy to:	Fleming, PLLC
	 	Attn: Stephen Fleming
	 	49 Front Street, Suite 206
	 	Rockville Centre, NY 11570
	 	Telephone: (516) 833-5034 
	 	Facsimile: (516) 977-1029


 


If to the Buyer(s), to the address set forth on the signature
page.  Each party shall provide notice to the other party of any change in address.


 


g.           Successors
and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns.  Neither the Company nor any Buyer shall assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other.  Notwithstanding the foregoing, subject to Section 2(f), any Buyer may assign
its rights hereunder to any person that purchases Securities in a private transaction from a Buyer or to any of its “affiliates,”
as that term is defined under the 1934 Act, without the consent of the Company.


 


h.           Third
Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


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


 


ID GLOBAL SOLUTIONS CORPORATION


 


	 	 	 	 
	Thomas R. Szoke	 	 	 
	Chief Executive Officer	 	 	 
	 	 	 	 
	 	 	 	 
	ADDRESS:	 	 	 
	 	 	 	 
	AGGREGATE SUBSCRIPTION AMOUNT:	 	 	 
	 	 	 	 
	 	Aggregate Principal Amount of Notes:	 	 	$50,000
	 	Aggregate Purchase Price:	 	 	$50,000
	 	Warrant Shares:	 	 	1,363,636
	 	 	 	 
	 	 	 	 
	ADDRESS:	 	 	 
	 	 	 	 
	AGGREGATE SUBSCRIPTION AMOUNT:	 	 	 
	 	 	 	 
	 	Aggregate Principal Amount of Notes:	 	 	$100,000
	 	Aggregate Purchase Price:	 	 	$100,000
	 	Warrant Shares:	 	 	2,727,273


 




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