Contract
Exhibit
10.5
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER
SAID
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO APPLIED DIGITAL SOLUTIONS, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right
to Purchase up to 1,719,745 Shares of Common Stock of
Applied
Digital Solutions, Inc.
(subject
to adjustment as provided herein)
COMMON
STOCK PURCHASE WARRANT
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No.
_________________
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Issue
Date: August 24, 2006
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APPLIED
DIGITAL SOLUTIONS, INC., a corporation organized under the laws of the State
of
Missouri (the “Company”), hereby certifies that, for value received, LAURUS
MASTER FUND, LTD., or assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company (as defined herein) from
and after the Issue Date of this Warrant and at any time or from time to time
before 5:00 p.m., New York time, through the close of business on August 24,
2013 (the “Expiration Date”),
up to 1,719,745 fully paid and nonassessable shares of Common Stock (as
hereinafter defined), $0.01 par value per share, at the applicable Exercise
Price per share (as defined below). The number and character of such shares
of
Common Stock and the applicable Exercise Price per share are subject to
adjustment as provided herein.
As
used herein the following terms, unless the context otherwise requires, have
the
following respective meanings:
(a)
The term “Company” shall include Applied Digital Solutions, Inc. and any person
or entity which shall succeed, or assume the obligations of, Applied Digital
Solutions, Inc. hereunder.
(b)
The term “Common Stock” includes (i) the Company’s Common Stock, par value $0.01
per share; and (ii) any other securities into which or for which any of the
securities described in the preceding clause (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.
(c)
The term “Other Securities” refers to any stock (other than Common Stock) and
other securities of the Company or any other person (corporate or
otherwise)
which
the holder of the Warrant at any time shall be entitled to receive, or shall
have received, on the exercise of the Warrant, in lieu of or in addition to
Common Stock, or which at any time shall be issuable or shall have been issued
in exchange for or in replacement of Common Stock or Other Securities pursuant
to Section 4 or otherwise.
(d)
The “Exercise Price” applicable under this Warrant shall be $1.88 per share
acquired hereunder.
1.
Exercise
of Warrant.
1.1.
Number
of Shares Issuable upon Exercise.
From and after the date hereof through and including the Expiration Date, the
Holder shall be entitled to receive, upon exercise of this Warrant in whole
or
in part, by delivery of (a) an original or fax copy of an exercise notice in
the
form attached hereto as Exhibit A (the “Exercise Notice”), and (b) an electronic
copy of the Exercise Notice to xxxxxxxx@xxxx.xxx, at any time prior to 5:00
p.m., eastern time, on the business day the Holder wishes to effect such
exercise, 1,719,745 shares of Common Stock of the Company, subject to adjustment
pursuant to Section 4. Notwithstanding
anything to the contrary contained herein, the Holder hereby agrees that during
the period on and after the Issue Date and prior to the date that is the one
year anniversary of the Issue Date, it shall not sell any Common Stock acquired
upon exercise of this Warrant.
1.2.
Fair
Market Value.
For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a
particular date (the “Determination Date”) shall mean:
(a)
If the Company’s Common Stock is traded on the American Stock Exchange or
another national exchange or is quoted on the National or Capital Market of
The
Nasdaq Stock Market, Inc. (“Nasdaq”), then
the
average of the daily VWAP for such security on the Trading Day immediately
preceding the
Determination Date.
“Trading
Day” means any day on which the Common Stock is purchased and sold on the
Principal Market. “Principal Market” means the principal exchange or market on
which the Common Stock is listed or traded. “VWAP” on a Trading Day means the
volume weighted average price of the Common Stock for such Trading Day on the
Principal Market as reported by Bloomberg Financial Markets or, if Bloomberg
Financial Markets is not then reporting such prices, by a comparable reporting
service of national reputation selected by the Holders and reasonably
satisfactory to the Company. If VWAP cannot be calculated for the Common Stock
on such date on any of the foregoing bases, then the Company shall submit such
calculation to an independent investment banking firm of national reputation,
and shall cause such investment banking firm to perform such determination
and
notify the Company and each Holder of the results of determination no later
than
two (2) business days from the time such calculation was submitted to it by
the
Company. Such investment banking firm's determination shall be deemed conclusive
absent manifest error. All such determinations shall be appropriately adjusted
for any stock dividend, stock split or other similar transaction during such
period.
(b)
If
the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD
Over
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the
Counter Bulletin Board, then the mean of the average of the closing bid and
asked prices reported for the last business day immediately preceding the
Determination Date.
(c)
Except as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree, or in the absence
of
agreement, by arbitration in accordance with the rules then in effect of the
American Arbitration Association, before a single arbitrator to be chosen from
a
panel of persons qualified by education and training to pass on the matter
to be
decided.
(d)
If the Determination Date is the date of a liquidation, dissolution or winding
up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for
the
purposes of this clause (d) that all of the shares of Common Stock then issuable
upon exercise of the Warrant are outstanding at the Determination
Date.
1.3.
Company
Acknowledgment.
The Company will, at the time of the exercise of this Warrant, upon the request
of the Holder hereof acknowledge in writing its continuing obligation to afford
to such Holder any rights to which such Holder shall continue to be entitled
after such exercise in accordance with the provisions of this Warrant. If the
Holder shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to such Holder any such
rights.
1.4.
Trustee
for Warrant Holders.
In the event that a bank or trust company shall have been appointed as trustee
for the Holders of this Warrant pursuant to Subsection 3.2, such bank or trust
company shall have all the powers and duties of a warrant agent (as hereinafter
described) and shall accept, in its own name for the account of the Company
or
such successor person as may be entitled thereto, all amounts otherwise payable
to the Company or such successor, as the case may be, on exercise of this
Warrant pursuant to this Section 1.
2.
Procedure for Exercise.
2.1.
Delivery
of Stock Certificates, Etc., on Exercise.
The Company agrees that the shares of Common Stock purchased upon exercise
of
this Warrant shall be deemed to be issued to the Holder as the record owner
of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares in accordance herewith.
As soon as practicable after the exercise of this Warrant in full or in part,
and in any event within three (3) business days thereafter, the Company at
its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder
(upon
payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares
of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or
other
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securities
and property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.
2.2.
Exercise.
(a)
Payment may be made either (i) in cash by wire transfer of immediately available
funds or by certified or official bank check payable to the order of the Company
equal to the applicable aggregate Exercise Price, (ii) by delivery of this
Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise
of this Warrant in accordance with the formula set forth in subsection (b)
below, or (iii) by a combination of any of the foregoing methods, for the number
of Common Shares specified in such Exercise Notice (as such exercise number
shall be adjusted to reflect any adjustment in the total number of shares of
Common Stock issuable to the Holder per the terms of this Warrant) and the
Holder shall thereupon be entitled to receive the number of duly authorized,
validly issued, fully-paid and non-assessable shares of Common Stock (or Other
Securities) determined as provided herein.
(b)
Notwithstanding any provisions herein to the contrary, if the Fair Market Value
of one share of Common Stock is greater than the Exercise Price (at the date
of
calculation as set forth below), in lieu of exercising this Warrant for cash,
the Holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or the portion thereof being exercised) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Exercise Notice in which event the Company shall issue to the Holder
a
number of shares of Common Stock computed using the following
formula:
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X=
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Y
(A-B)
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A
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Where
X =
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the
number of shares of Common Stock to be issued to the
Holder
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Y
=
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the
number of shares of Common Stock purchasable under this Warrant or,
if
only a portion of this Warrant is being exercised, the portion of
this
Warrant being exercised (at the date of such
calculation)
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A
=
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the
Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
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B
=
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the
Exercise Price per share (as adjusted to the date of such
calculation)
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3.
Reorganization,
Consolidation, Merger, Etc.
In case at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, as a condition to the consummation of such
a
transaction, proper and adequate provision shall be made by the Company whereby
the Holder, on the exercise hereof as provided in Section 1 at any time after
the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common
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Stock
(or other Securities) issuable on such exercise prior to such consummation
or
such effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation
or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant, immediately prior thereto, all subject to further
adjustment thereafter as provided in Section 4.
3.1.
Dissolution.
In the event of any dissolution of the Company following the transfer of all
or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities
and property (including cash, where applicable) receivable by the Holder
pursuant to Section 3.0, or, if the Holder shall so instruct the Company, to
a
bank or trust company specified by the Holder and having its principal office
in
New York, NY as trustee for the Holder (the “Trustee”).
3.2.
Continuation
of Terms.
Upon any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, if this Warrant shall
continue in full force and effect, the terms hereof shall be applicable to
the
shares of stock and other securities and property receivable on the exercise
of
this Warrant after the consummation of such reorganization, consolidation or
merger or the effective date of dissolution following any such transfer, as
the
case may be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether
or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full
force
and effect after the consummation of the transactions described in this Section
3, then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as
contemplated by Section 3.1.
4.
Extraordinary
Events Regarding Common Stock.
In the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock or any
preferred stock issued by the Company (b) subdivide its outstanding shares
of
Common Stock, or (c) combine its outstanding shares of the Common Stock
into a smaller number of shares of the Common Stock, then, in each such event,
the Exercise Price shall, simultaneously with the happening of such event,
be
adjusted by multiplying the then applicable Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect.
The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon
the
happening of any successive event or events described herein in this Section
4.
The number of shares of Common Stock that the Holder shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the
Exercise Price that would otherwise (but for the provisions of this Section
4)
be in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise (taking into account the provisions of this Section
4).
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5.
Certificate
as to Adjustments.
In each case of any adjustment or readjustment in the shares of Common Stock
(or
Other Securities) issuable on the exercise of this Warrant, the Company at
its
expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the
terms
of this Warrant and prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (a) the consideration received
or receivable by the Company for any additional shares of Common Stock (or
Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed
to
be outstanding, and (c) the Exercise Price and the number of shares of Common
Stock to be received upon exercise of this Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided
in
this Warrant. The Company will forthwith mail a copy of each such certificate
to
the Holder and any Warrant agent of the Company (appointed pursuant to Section
11 hereof).
6.
Reservation
of Stock, Etc., Issuable on Exercise of Warrant.
The Company will at all times reserve and keep available, solely for issuance
and delivery on the exercise of this Warrant, shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this
Warrant.
7.
Assignment;
Exchange of Warrant.
Subject to compliance with applicable securities laws, this Warrant, and the
rights and obligations evidenced hereby, may be transferred by any registered
holder hereof (a “Transferor”) in whole or in part. On the surrender for
exchange of this Warrant, with the Transferor’s endorsement in the form of
Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with
evidence reasonably satisfactory to the Company demonstrating compliance with
applicable securities laws, which shall include, without limitation, the
provision of a legal opinion from the Transferor’s counsel (at the Company’s
expense) that such transfer is exempt from the registration requirements of
applicable securities laws, the Company at its expense (but with payment by
the
Transferor of any applicable transfer taxes) will issue and deliver to or on
the
order of the Transferor thereof a new Warrant of like tenor, in the name of
the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a “Transferee”), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or
faces
of the Warrant so surrendered by the Transferor.
8.
Replacement
of Warrant.
On receipt of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of this
Warrant, the Company at its expense will execute and deliver, in lieu thereof,
a
new Warrant of like tenor.
9.
Registration
Rights.
The Holder has been granted certain registration rights by the Company. These
registration rights are set forth in a Registration Rights Agreement entered
into by the Company and Holder dated as of the date hereof.
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10.
Maximum
Exercise.
Notwithstanding anything herein to the contrary, in no event shall the Holder
be
entitled to exercise any portion of this Warrant in excess of that portion
of
this Warrant upon exercise of which the sum of (1) the number of shares of
Common Stock beneficially owned by the Holder and its Affiliates (other than
shares of Common Stock which may be deemed beneficially owned through the
ownership of the unexercised portion of the Warrant or the unexercised or
unconverted portion of any other security of the Holder subject to a limitation
on conversion analogous to the limitations contained herein) and (2) the number
of shares of Common Stock issuable upon the exercise of the portion of this
Warrant with respect to which the determination of this proviso is being made,
would result in beneficial ownership by the Holder and its Affiliates of any
amount greater than 4.99% of the then outstanding shares of Common Stock
(whether or not, at the time of such exercise, the Holder and its Affiliates
beneficially own more than 4.99% of the then outstanding shares of Common
Stock). As used herein, the term “Affiliate” means any person or entity that,
directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a person or entity, as such terms
are used in and construed under Rule 144 under the Securities Act. For
purposes of the proviso to the second preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise
provided in clause (1) of such proviso. At no time shall the number of shares
of
Common Stock beneficially owned by the Holder exceed 19.99% of the outstanding
shares of Common Stock. Notwithstanding anything contained herein to the
contrary, the number of shares of Common Stock issuable by the Company and
acquirable by the Holder at a price below $1.57 per share pursuant to the terms
of this Warrant, the Purchase Agreement, any Related Agreement (as defined
in
the Purchase Agreement) or otherwise, shall not exceed an aggregate of
13,567,898 shares of Common Stock (subject to appropriate adjustment for stock
splits, stock dividends, or other similar recapitalizations affecting the Common
Stock) (the “Maximum Common Stock Issuance”), unless the issuance of Common
Shares hereunder in excess of the Maximum Common Stock Issuance shall first
be
approved by the Company’s shareholders. If at any point in time and from time to
time the number of shares of Common Stock issued pursuant to the terms of this
Warrant, the Purchase Agreement, any Related Agreement (as defined in the
Purchase Agreement) or otherwise, together with the number of shares of Common
Stock that would then be issuable by the Company to the Holder in the event
of a
conversion pursuant to the terms of this Warrant, the Purchase Agreement, any
Related Agreement (as defined in the Purchase Agreement) or otherwise, would
exceed the Maximum Common Stock Issuance but for this Section 10, the Company
shall promptly call a shareholders meeting to solicit shareholder approval
for
the issuance of the shares of Common Stock hereunder in excess of the Maximum
Common Stock Issuance.
11.
Warrant
Agent.
The Company may, by written notice to the each Holder of the Warrant, appoint
an
agent for the purpose of issuing Common Stock (or Other Securities) on the
exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant
to Section 7, and replacing this Warrant pursuant to Section 8, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the
case may be, shall be made at such office by such agent.
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12.
Transfer
on the Company’s Books.
Until this Warrant is transferred on the books of the Company, the Company
may
treat the registered holder hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.
13.
Notices,
Etc.
All notices and other communications from the Company to the Holder shall be
mailed by first class registered or certified mail, postage prepaid, at such
address as may have been furnished to the Company in writing by such Holder
or,
until any such Holder furnishes to the Company an address, then to, and at
the
address of, the last Holder who has so furnished an address to the
Company.
14.
Miscellaneous.
This Warrant and any term hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION
BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED
IN
THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The
individuals executing this Warrant on behalf of the Company agree to submit
to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorneys’ fees
and costs. In the event that any provision of this Warrant 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 such
provision which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Warrant.
The headings in this Warrant are for purposes of reference only, and shall
not
limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity
or
enforceability of any other provision hereof. The Company acknowledges that
legal counsel participated in the preparation of this Warrant and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved
against the drafting party shall not be applied in the interpretation of this
Warrant to favor any party against the other party.
[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.
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APPLIED
DIGITAL SOLUTIONS, INC.
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WITNESS:
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By: /s/
Xxxx X.
XxXxxxx
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Name: Xxxx
X.
XxXxxxx
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| /s/ Xxxxxxxxxxx X. Xxxxx |
Title: SVP
&
CFO
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Exhibit
A
FORM
OF SUBSCRIPTION
(To
Be Signed Only On Exercise Of Warrant)
TO: Applied
Digital Solutions, Inc.
Attention: Chief
Financial Officer
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):
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________
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________
shares of the Common Stock covered by such Warrant; or
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________
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the
maximum number of shares of Common Stock covered by such Warrant
pursuant
to the cashless exercise procedure set forth in Section
2.
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The
undersigned herewith makes payment of the full Exercise Price for such shares
at
the price per share provided for in such Warrant, which is $___________. Such
payment takes the form of (check applicable box or boxes):
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________
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$__________
in lawful money of the United States; and/or
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________
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the
cancellation of such portion of the attached Warrant as is exercisable
for
a total of _______ shares of Common Stock (using a Fair Market Value
of
$_______ per share for purposes of this calculation);
and/or
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________
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the
cancellation of such number of shares of Common Stock as is necessary,
in
accordance with the formula set forth in Section 2.2, to exercise
this
Warrant with respect to the maximum number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth
in
Section 2.
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The
undersigned requests that the certificates for such shares be issued in the
name
of, and delivered to ____________________ whose address is
______________________.
The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”) or pursuant to an exemption from registration
under the Securities Act.
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Dated:
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
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Address:
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A-1
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Exhibit
B
FORM
OF TRANSFEROR ENDORSEMENT
(To
Be Signed Only On Transfer Of Warrant)
For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of Applied Digital Solutions, Inc. into which the within Warrant relates
specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of Applied Digital
Solutions, Inc. with full power of substitution in the premises.
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Transferees
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Address
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Percentage
Transferred
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Number
Transferred
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Dated:
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(Signature
must conform to name of holder as specified on the face of the
Warrant)
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Address:
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SIGNED
IN THE PRESENCE OF:
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(Name)
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ACCEPTED
AND AGREED:
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[TRANSFEREE]
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(Name)
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B-1
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