AMENDMENT OF WARRANTS AND CONDITIONAL CONSENT TO ASSET SALESApplied Digital Solutions Inc • March 5th, 2008 • Communications equipment, nec • New York
THIS AMENDMENT OF WARRANTS AND CONDITIONAL CONSENT TO ASSET SALES (the “Amendment and Conditional Consent”) is made and entered into effective as of February 29, 2008, by and among LAURUS MASTER FUND, LTD. (“Laurus”), KALLINA CORPORATION, a Delaware corporation (“Kallina”), VALENS U.S. SPV I, LLC, a Delaware corporation (“Valens U.S.”), VALENS OFFSHORE SPV I, LTD., a Cayman Islands company (“Valens Offshore I”), VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore II”), PSOURCE STRUCTURED DEBT LIMITED, a Guernsey limited liability closed-ended company (“Psource,” and together with Laurus, Kallina, Valens U.S., Valens Offshore I and Valens Offshore II, the “Lenders”) and APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (the “Company”).
ContractApplied Digital Solutions Inc • March 5th, 2008 • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • March 5th, 2008 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 29, 2008, among LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), VERICHIP CORPORATION, a Delaware corporation (“VeriChip”), XMARK CORPORATION, a Canada corporation (“Xmark” together with VeriChip, each a “Company” and collectively, the “Companies”), and each of the other parties that become a party hereto pursuant to Section 16(h) (the Companies and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
KALLINA CORPORATION c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017Applied Digital Solutions Inc • March 5th, 2008 • Communications equipment, nec • New York
Reference is made to (a) the Securities Purchase Agreement dated as of August 31, 2007 by and between Applied Digital Solutions, Inc. (the “Company”) and Kallina Corporation (“Kallina”) (as amended, restated, modified and/or supplemented from time to time, the “2007 SPA”); (b) the Secured Term Note dated as of August 31, 2007 issued by the Company in favor of Kallina in the original principal amount of $7,000,000 (as amended, restated, modified and/or supplemented from time to time, the “7,000,000 Note”); and (c) the Related Agreements (as defined in the 2007 SPA and all agreements, documents and instruments executed in connection with the 2007 SPA and the $7,000,000 Note (all as amended, modified, restated and/or supplemented from time to time, and collectively with the 2007 SPA and the $7,000,000 Note, the “Transaction Documents”).
SECURITIES PURCHASE AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto, VERICHIP CORPORATION and XMARK CORPORATION Dated: February 29, 2008Securities Purchase Agreement • March 5th, 2008 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2008, by and among VERICHIP CORPORATION, a Delaware corporation (“CHIP”), XMARK CORPORATION, a Canada corporation (“MARK” and together with CHIP, each a “Company” and collectively the “Companies”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”), LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for each Purchaser, (the “Agent” and together with the Purchasers, the “Creditor Parties”).
APPLIED DIGITAL SOLUTIONS, INC. 1690 South Congress Avenue, Suite 201 Delray Beach, Florida 33445Applied Digital Solutions Inc • March 5th, 2008 • Communications equipment, nec • New York
Reference is made to (a) the Commercial Loan Agreement dated as of December 27, 2005 by and between VeriChip Corporation (the “Company”) and Applied Digital Solutions, Inc. (“ADS”) (as amended, restated, modified and/or supplemented from time to time, the “ADS Loan Agreement”); (b) the Third Amended and Restated Revolving Line of Credit Note Working Capital dated as of February 8, 2007 from the Company in favor of ADS in the original principal amount of $14,500,000 (as amended, restated, modified and/or supplemented from time to time, the “ADS Note”); and (c) the Security Agreement dated as of December 27, 2005 by and between the Company and ADS (as amended, restated, modified and/or supplemented from time to time, the “ADS Security Agreement” and collectively with the ADS Loan Agreement, the ADS Note and all other instruments, documents and agreements related to each of the foregoing, the “ADS Loan Documents”). Capitalized terms used herein without definition shall have the meaning as
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 335 Madison Avenue, 10th Floor New York, New York 10017Applied Digital Solutions Inc • March 5th, 2008 • Communications equipment, nec • New York
Reference is made to (a) the Securities Purchase Agreement dated as of August 24, 2006 by and between Applied Digital Solutions, Inc. (the “Company”) and Laurus Master Fund, Ltd. (“Laurus”) (as amended, restated, modified and/or supplemented from time to time, the “2006 SPA”); (b) the Secured Term Note dated as of August 24, 2006 issued by the Company in favor of Laurus in the original principal amount of $13,500,000 (as amended, restated, modified and/or supplemented from time to time, the “2006 Note”); and (c) the Related Agreements (as defined in the 2006 SPA and all agreements, documents and instruments executed in connection with the 2006 SPA and the 2006 Note (all as amended, modified, restated and/or supplemented from time to time, and collectively with the 2006 SPA and the 2006 Note, the “Transaction Documents”).
February 29, 2008Securities Purchase Agreement • March 5th, 2008 • Applied Digital Solutions Inc • Communications equipment, nec
SUBORDINATION AGREEMENTSubordination Agreement • March 5th, 2008 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Subordination Agreement (as amended, restated, modified and/or supplemented from time to time, this “Agreement”) is entered into as of the 29th day of February, 2008, by and among Applied Digital Solutions, Inc., a Delaware corporation (“Subordinated Lender”), and LV Administrative Services, Inc., a Delaware corporation, as agent (in such capacity, “Agent”) for itself and the Purchasers from time to time party to the Securities Purchase Agreement referred to below (each, a “Lender” and, together with Agent, the “Senior Lenders” ). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement referred to below.
