TERMINATION AGREEMENT

Exhibit 10.84

 

 

This Termination Agreement (this “Agreement”) is effective as of the 16 day of January, 2013 (the “Termination Date”) by and between William J. Caragol, an individual (“Caragol”) and PositiveID Corporation, a Delaware corporation (“PSID”).

 

A.           Caragol and PSID are parties to that certain Security Agreement, dated September 7, 2012, between PSID and Caragol (the “Security Agreement”); and

 

B.           Caragol and PSID hereby desire to terminate the Security Agreement.

 

NOW THEREFORE, for and in consideration of the mutual covenants and the premises herein contained, the parties, intending to be legally bound, hereby agree as follows.

 

 

1.           Acknowledgment of Termination of Prior Agreement.  Notwithstanding anything to the contrary set forth in the Security Agreement, each of Caragol and PSID does hereby acknowledge and agree that the Security Agreement is hereby terminated in its entirety effective as of the Termination Date and that as of such date all rights and obligations of such parties under the Security Agreement shall terminate in their entirety and the Security Agreement shall be of no further force or effect. Each of Caragol and PSID acknowledge and agree that the terms, provisions, and obligations under that certain Secured Promissory Note, dated September 7, 2012, between Caragol and PSID (the “Note”), shall remain in full force and effect and that this Agreement in no way impacts, alters or amends the parties rights and obligations under such Note.

 

2.           Governing Law.  All questions concerning the construction, validity and interpretation of this Agreement, and the performance of the obligations imposed by this Agreement, shall be governed by the laws of the State of Florida without regard to any principles of conflicts of laws.

 

3.           Counterparts; Delivery.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the others.  Signatures to this Agreement sent by means of a facsimile machine or other electronic transmission will be deemed original signatures.

 

 

IN WITNESS WHEREOF, the parties have executed this Termination Agreement as of the date written above.

 

 

William J. Caragol     By:        /s/ William Caragol                            Name:             William Caragol

PositiveID Corporation     By:         /s/ Allison Tomek                                        Name:        Allison Tomek                                          Title:     Corporate Secretary