Asset Sale Sample Contracts

Asset Sale • January 23rd, 2008 • Applied Digital Solutions Inc • Communications equipment, nec • New York

THIS CONSENT AND WAIVER TO ASSET SALE (the “Consent and Waiver”) is made and entered into effective as of December 13, 2007, 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, LLC, a Cayman Islands company (“Valens Offshore I”), VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore II”) and PSOURCE STRUCTURED DEBT LIMITED, a Guernsey limited liability closed-ended company (“PSource”, and, together with Kallina, Valens U.S., Valens Offshore I and Valens Offshore II, the “Lenders") in favor of APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given them in the Omnibus Amendment (as defined below).