VOTING AGREEMENTVoting Agreement • May 16th, 2008 • VeriChip CORP • Communications equipment, nec • New York
This VOTING AGREEMENT, dated as of May 15, 2008 (this “Agreement”), is made by and between Applied Digital Solutions, Inc., a Delaware Corporation (“Applied Digital”) and The Stanley Works, a Connecticut corporation (“Purchaser”).
Applied Digital Letterhead]VeriChip CORP • May 16th, 2008 • Communications equipment, nec
Reference is made to that certain Stock Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of the date hereof, by and among The Stanley Works (the “Beneficiary”) and VeriChip Corporation (the “Seller”). Capitalized terms used but not defined in this guarantee (this “Guarantee”) are used as defined in the Agreement.
Applied Digital Solutions 1690 South Congress Avenue, Suite 201 Delray Beach, FL 33445Letter Agreement • May 16th, 2008 • VeriChip CORP • Communications equipment, nec • Florida
This letter agreement (this “Letter Agreement”) confirms certain agreements between Applied Digital Solutions, Inc. doing business as Digital Angel, a Delaware corporation (“Stockholder”) and VeriChip Corporation, a Delaware corporation (the “Company”) with respect to the matters described herein.
STOCK PURCHASE AGREEMENT by and between THE STANLEY WORKS and VERICHIP CORPORATION dated as of May 15, 2008Stock Purchase Agreement • May 16th, 2008 • VeriChip CORP • Communications equipment, nec • New York
Stock Purchase Agreement, dated as of May 15, 2008, by and between The Stanley Works, a Connecticut corporation (“Purchaser”) and VeriChip Corporation, a Delaware corporation (“Seller”). Certain capitalized terms used in this Agreement have the meanings assigned to them in Article IX.
May 15, 2008 William J. Caragol c/o VeriChip Corporation 1690 South Congress Avenue, Suite 200 Delray Beach, Florida 33445 Dear Bill:VeriChip CORP • May 16th, 2008 • Communications equipment, nec • Florida
VeriChip Corporation, a Delaware corporation (the “Company”), desires to retain your executive services for the period following the Company’s sale of Xmark Corporation, a corporation governed under the laws of Canada and the Company’s wholly-owned subsidiary (“Xmark”), to The Stanley Works, a Connecticut corporation (“Stanley”) (such sale being referred to herein as the “Xmark Transaction”). Your services will include service as the Company’s President and Chief Financial Officer and any other responsibilities that the Company’s Board of Directors and you determine to be reasonable in the future.
