EXHIBIT 10.23
AGREEMENT OF SETTLEMENT AND RELEASE
-----------------------------------
This AGREEMENT OF SETTLEMENT AND RELEASE ("Agreement") is made as
of the 17TH day of July, 2002, by and between Xxxx X. Xxxxxxxxx, Xxxxxxxxxxx
X. Xxxxxxxxx and Xxxxxxxxx X. Xxxxxxxx on behalf of themselves in their
individual capacity and on behalf of all former shareholders of Computer
Equity Corporation as of August 1, 2000 ("Stockholders Representative");
Applied Digital Solutions, Inc., a Missouri corporation ("ADS"); Computer
Equity Corporation, a Delaware corporation ("Compec"); Government
Telecommunications, Inc., a Maryland corporation ("GTI"); and Xxxxxxx X.
Xxxxxxx, Xxxxxxxxxx X. Twaststijerna, Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxxxxxx ("Additional Parties").
RECITALS
--------
WHEREAS, the Stockholders Representative, ADS and Compec are
parties to that certain Agreement and Plan of Merger, dated as of June 30,
2000, including all exhibits, attachments and ancillary agreements including
but not limited to the Registration Rights Agreement ("Merger Agreement");
WHEREAS, the Stockholders Representative, together with certain
of the Additional Parties, have filed suit as plaintiffs in the Court of
Chancery of the State of Delaware in and for New Castle County, Civil Action
No. 19399, against ADS and Compec (the "Delaware Litigation");
WHEREAS, the Stockholders Representative, Xxxxxx X. Xxxxx and the
Additional Parties other than Xxxxxxx X. Xxxxxx have filed suit as
plaintiffs in the United States District Court for the District of Delaware,
Civil Action No. 01-0390 GMS (the "Federal Litigation"), against ADS, Compec
and certain individuals, and the District Court has dismissed the suit with
prejudice and reserved jurisdiction for the sole purposes of ruling on ADS'
Motion for Attorneys' Fees and Related Costs;
WHEREAS, Compec has filed suit as plaintiff in the Circuit Court
of Fairfax County, Virginia, Chancery No. 174937, against the Stockholders
Representative and Xxxxx X. Xxxxxxxxxx (the "First Virginia Litigation");
WHEREAS, the Stockholders Representative and Xxxxxxx X. Xxxxxxx
have asserted claims against Compec in a proceeding at the American
Arbitration Association, A.A.A No. 16 160 00109 2 (the "Arbitration Action")
and Compec has asserted counterclaims against the Stockholders
Representative and Xxxxxxx X. Xxxxxxx and a third party claim against Xxxxx
X. Xxxxxxxxxx;
WHEREAS, Compec is a plaintiff against Xxxxxxx X. Xxxxxx, in a
civil action pending in the United States District Court for the Eastern
District of Virginia, Civil Action No. 02-136-A (the "Second Virginia
Litigation"); and
WHEREAS, subject to the satisfaction of all terms and conditions
of this Agreement, the parties have agreed to resolve and compromise any and
all existing or potential claims they may have against each other, including
but not limited to any and all claims relating to or connected
in any way to the Merger Agreement, the Delaware Litigation, the Arbitration
Action, the First Virginia Litigation and the Second Virginia Litigation.
NOW THEREFORE, in consideration of these recitals named above,
and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto intending to be legally
bound do agree as follows:
Agreement
---------
1. Issuance of ADS Stock. On the fifth (5TH) business day
---------------------
immediately following the date of this Agreement, ADS shall issue and
deliver to the Stockholders Representative a stock certificate dated as of
the date of this Agreement in the amount of eight million (8,000,000) shares
of ADS Common Stock (the "ADS Stock"), which stock certificate shall be
issued in the names of Xxxx X. Xxxxxxxxx, Xxxxxxxxxxx X. Xxxxxxxxx and
Xxxxxxxxx X. Xxxxxxxx, or their designees, as receiving agents for
themselves and in their capacity as Stockholders Representative.
2. Registration of ADS Stock.
-------------------------
(a) Within thirty (30) days of the date of this
Agreement, ADS shall cause to be filed at its sole cost and
expense under the Securities Act of 1933, as amended (the "1933
Act"), a registration statement (the "Registration Statement")
covering the resale of ADS Common Stock plus a currently
indeterminable number of additional shares (the "Additional
Shares") of ADS Common Stock for issuance to the Stockholders
Representative for purposes of satisfying ADS' obligation under
paragraph 4 of this Agreement, with the Registration Statement to
cover no more than an additional Ten Million Dollars
($10,000,000) worth of shares of ADS Common Stock (exclusive of
the shares equal to the ADS Stock plus the Additional Shares) and
no other securities of ADS, and with the Stockholders
Representative and their counsel receiving as soon as possible
all relevant information relating to any other persons or
entities whose shares of ADS Common Stock are to be included in
the Registration Statement, including but not limited to a
general description of the transaction involving the other
persons or entities, the number of shares being registered for
such other persons or entities, and whether or not such shares
are subject to a lockup agreement or other restrictions. To the
extent ADS is in possession of any such information prior to the
date of this Agreement, such information shall be provided prior
to the execution of this Agreement.
(b) At any time prior to the filing of the
Registration Statement, the Stockholders Representative may
redesignate the names in which the foregoing stock certificate
for the ADS Stock was issued.
(c) Within one hundred twenty (120) days of the date
of this Agreement, ADS shall cause the Registration Statement to
be declared effective by the Securities and Exchange Commission
("SEC") and thereafter ADS shall maintain the effectiveness of
the Registration Statement for a period of twelve (12) months
immediately following the date on which the Registration
Statement is declared effective by the SEC. ADS shall not
2
file any other registration statements of any type with the SEC
until only after the Registration Statement is declared effective
by the SEC.
(d) Before 5:00 p.m. on the second business day
following the date on which the Registration Statement is
declared effective by the SEC, ADS shall at its sole cost cause
one hundred (100), or such other number up to eight hundred (800)
as requested by the Stockholders' Representative, complete and
final prospectuses from the Registration Statement to be printed
and delivered to such locations as shall be designated by the
Stockholders Representative, with ADS keeping those prospectuses
current and useable for a period of twelve (12) months
immediately following the date on which the Registration
Statement is declared effective by the SEC.
(e) In the event that the Registration Statement is
not declared effective within 120 days of the date of this
Agreement, primarily based upon, as evidenced in writing by the
SEC, a finding that formal criminal charges have been filed, in
the form of a federal indictment, a state court indictment or a
state court equivalent of an indictment, against any Stockholders
Representative or any of the Additional Parties other than Xxxxx
X. Xxxxxxxxxx, then this Agreement shall become null and void, ab
initio. Upon nullification, all parties shall return to the
status quo as of the date prior to this Agreement entitling them
to pursue any and all such actions currently pending and the
terms of this Agreement shall be inadmissible in any future
proceedings.
3. Cash Differential. In the event the amount resulting from
-----------------
eight million (8,000,000) multiplied by the average closing sale price per
share of the Common Stock of ADS as published in the Wall Street Journal,
Eastern Edition, or, if no such price is published in the Wall Street
Journal, Eastern Edition, then the average closing best bid as reflected on
the Electronic Pink sheets or the NASD Over The Counter Bulletin Board, for
the five (5) business days immediately prior to the date on which the
Registration Statement is declared effective by the SEC (the "Stock Value")
is less than Three Million Dollars ($3,000,00.00), then ADS shall pay to the
Stockholders Representative an amount in cash (the "Cash Differential")
equal to the difference between Three Million Dollars ($3,000,00.00) and the
Stock Value, with such Cash Differential being due and payable by ADS to the
Stockholders Representative within three (3) business days after the date
when the Registration Statement is declared effective by the SEC.
4. Listing on National Securities Exchange. If five (5)
---------------------------------------
business days prior to the date the Registration Statement is declared
effective by the SEC. ADS is not listed on a National Securities Exchange,
defined only as the New York Stock Exchange, the American Stock Exchange, or
the NASDAQ (not including the NASDAQ Small Cap Market), then the
Stockholders Representative shall be entitled to receive, at its election,
the eight million shares issued under paragraph I of this Agreement or that
number of shares of ADS Common Stock which results in the Stockholders
Representative receiving Four Million Five Hundred Thousand Dollars
($4,500,000) worth of ADS Common Stock based on the average closing sale
price per share (as determined in paragraph 3) for the five (5) business
days immediately prior to the date on which the Registration Statement is
declared effective, whichever value is greater. In the event the
Stockholders Representative chooses to receive Four Million Five Hundred
Thousand Dollars ($4,500,000) worth of ADS Common Stock, then ADS shall
proceed to issue and deliver all such Additional Shares of ADS Common Stock
to the Stockholders Representative at least
3
two business days immediately prior to the date that the Registration
Statement is declared effective, and any remaining shares that are owing
under this paragraph within two (2) business days after the date on which
the Registration Statement is declared effective, such that the total value
of ADS Common Stock issued to the Stockholders Representative equals Four
Million Five Hundred Thousand Dollars ($4,500,000). In the event the
Stockholders Representative chooses to receive the eight million shares and
the value of such shares equals more than Four Million Five Hundred Thousand
Dollars ($4,500,000) based on the average closing sale price per share for
the five (5) business days immediately prior to the date the Registration
Statement is declared effective, then the Stockholders Representative shall
convey to ADS a number of shares of ADS Common Stock equal to fifty percent
(50%) of the difference between Four Million Five Hundred Thousand Dollars
($4,500,000) and the value of the eight million (8,000,000) shares issued to
the Stockholders Representative based on the average closing sale price per
share for the five (5) business days prior to the date the Registration
Statement is declared effective.
5. Indemnification/Insurance.
-------------------------
(a) On the date of this Agreement, ADS shall cause
to be delivered to the Stockholders Representative a written
confirmation from National Union Fire Insurance Co. of
Pittsburgh, Pa. ("National Union"), the liability insurance
policy carrier of ADS, in which National Union confirms in
writing that policy number 000-00-00 is in full force and effect
and that the Stockholders Representative and Xxxxxxx X. Xxxxxxx
shall each be insured and covered persons under such insurance
policy, subject to all applicable exclusions of the policy, with
respect to the various shareholder class action lawsuits which
have been filed against ADS prior to and as of the date of this
Agreement or which in any way arise out of facts similar to those
alleged in the shareholder class actions that have been filed as
of the date of this Agreement.
(b) In addition to the provisions of paragraph 5(a)
of this Agreement, ADS, Compec and GTE (the "Indemnifying
Parties") agree to indemnify and hold harmless each of the
Stockholders Representative and the Additional Parties other than
Xxxxx X. Xxxxxxxxxx (the "Indemnified Parties") from any and all
claims, threatened claims, losses, damages, liabilities and
expenses (including, without limitation, settlement costs and any
reasonable legal, accounting and other expenses for investigating
or defending any actions or threatened actions) asserted against
or incurred by the Indemnified Parties, which relate directly
and/or indirectly to the various shareholder class action
lawsuits which have been filed against ADS prior to and as of the
date of this Agreement or which in any way arise out of facts
similar to those alleged in the shareholder class actions that
have been filed as of the date of this Agreement or by reason of
the fact that the Indemnified Parties were directors, officers,
employees or agents of ADS, Compec and/or GTI, or were serving at
the request of ADS, Compec or GTI as directors, officers,
employees or agents of ADS, Compec, GTI and/or any other
corporation, partnership, joint venture, trust or other
enterprise. The right to indemnity in this paragraph 5(b)
includes the right to advancement of fees and expenses of defense
as incurred.
(c) Notwithstanding anything to the contrary in this
Agreement, the indemnity and hold harmless provisions set forth
in paragraph 5(b) shall not apply to any claims, threatened
claims, losses, damages, liabilities and expenses (including,
without limitation,
4
settlement costs and any reasonable legal, accounting and other
expenses for investigating or defending any actions or threatened
actions) asserted against or incurred by the Indemnified Parties,
based primarily upon conduct that results in formal criminal
charges being filed against any of the Indemnified Parties in the
form of a federal indictment, a state court indictment, or a
state court equivalent of an indictment; provided, however, that
the indemnification obligation set forth in paragraph 5(b),
including but not limited to the advancement of all legal fees
and costs, shall continue until such time as formal criminal
charges are brought against any Indemnified Party and shall only
be limited under this paragraph 5(c) as to the particular
Indemnified Party who is indicted and to any Indemnified Party
who is granted immunity in connection with the indictment filed
against another Indemnified Party. In the event such indictment
results in a criminal conviction, then the Indemnified Party who
has been convicted or who has been granted immunity shall return
to the Indemnifying Parties any amounts provided to or on behalf
of that Indemnified Party pursuant to paragraph 5(b).
6. Compliance with SEC. Within thirty (30) days of the date
-------------------
of this Agreement, ADS shall be in full and complete compliance with all
requirements under the Securities and Exchange Act of 1934, as amended (the
"1934 Act"), including but not limited to the filing within that 30-day
period of its complete Quarterly Report on Form l0-Q for the quarter ended
March 31, 2002, and ADS shall remain in full and complete compliance with
all requirements under the 1934 Act for the ensuing period of six (6) months
immediately following the date of this Agreement. In the event ADS is not in
compliance with any requirement under the 1934 Act, ADS shall have two (2)
weeks to cure such noncompliance.
7. Breach by ADS or Compec. In the event of a breach of any
-----------------------
provision of this Agreement by ADS or Compec or any failure of ADS or Compec
to comply with any obligations under the Agreement, then (i) a stipulation
and order, in the form hereto attached as Exhibit A, may be enforced in the
Delaware Litigation against ADS and in favor of the Stockholders
Representative and the Additional Parties other than Xxxxxxx X. Xxxxxx and
Xxxxx X. Xxxxxxxxxx in the amount of Four Million Five Hundred Thousand
Dollars ($4,500,000.00), (ii) the ownership of the ADS Stock by the
Stockholders Representative, or their designees, shall not be affected
unless and until the Stockholders Representative and the Additional Parties
other than Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxxx collect any amount
under the stipulation and order under this paragraph 7 at which time the
Stockholder Representative shall remit the ADS Stock to ADS, (iii) the
Stockholders Representative and the Additional Parties, other than Xxxxxxx
X. Xxxxxx and Xxxxx X. Xxxxxxxxxx, shall have the right to immediately
enforce and execute on the judgment or, at the election of the Stockholders
Representative, may provide ADS with an additional ninety (90) days to cause
the Registration Statement be declared effective and, in the event that the
Registration Statement is not declared effective within ninety (90) days,
the Stockholders Representative and the Additional Parties, other than
Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxxx shall have the right to enforce
and execute on the judgment and, in addition, continue to pursue the
Delaware Litigation, and pursue all damages, without restriction, that have
been alleged to have been incurred in the Delaware Litigation but only in an
amount in excess of the confessed judgment amount of Four Million Five
Hundred Thousand Dollars ($4,500,000.00) after giving effect to the receipt
by the Stockholders Representative, or their designees, of such confessed
judgment amount. Notwithstanding the foregoing, in the event ADS or Compec
breaches a provision of this agreement unrelated to any
5
obligation to make any payment in cash or stock to the Stockholders
Representative and/or the Additional Parties or to any obligation to
register shares of ADS Common Stock issued to the Stockholders
Representative and/or the Additional Parties, then ADS or Compec shall have
two (2) weeks to cure such breach with such two-week period commencing as of
the earlier of (i) the date ADS or Compec knows or reasonably should know of
the breach or the date, or (ii) the date the Stockholders Representative
provides written notice of the breach.
8. Best Efforts in Connection With Listing on National
---------------------------------------------------
Exchange. ADS and Compec represent that they will use their best efforts to
--------
cause ADS Common Stock to be listed on the New York Stock Exchange, the
American Stock Exchange or the NASDAQ prior to the Registration Statement
being declared effective by the SEC and thereafter ADS and Compec will
continue to keep the ADS Common Stock listed on one of the aforementioned
exchanges for an additional ninety (90) days thereafter.
9. Mutual Releases.
---------------
(a) In consideration of the mutual covenants contained
herein, and subject to all the terms and conditions of this Agreement, ADS,
Compec and GTI, their respective current and former officers, directors,
employees, attorneys, agents, successors, assigns, shareholders,
representatives, predecessors, parents, affiliates and subsidiaries, each
and all (the "ADS Releasing Parties") hereby individually and collectively
release the Stockholders Representative and the Additional Parties, their
respective attorneys, agents, heirs, successors, assigns, shareholders,
representatives, predecessors, parents, affiliates and subsidiaries from any
and all claims, causes of actions, suits, contracts, counterclaims, demands
and/or liabilities, known and unknown, both in law and in equity, which any
of the ADS Releasing Parties has or may have in the future against the
Stockholders Representative and any of the Additional Parties with respect
to all matters, transactions, acts or events resulting from or in any way
connected with or related to the subject matter of any of the Merger
Agreement, the Delaware Litigation, the Federal Litigation, the Arbitration
Action, the First Virginia Litigation and/or the Second Virginia Litigation,
including without limitation all sanctions incident to the aforementioned
actions, and arising out of the employment by or services provided to ADS,
Compec, or any of its subsidiaries, of the Stockholders Representative
and/or the Additional Parties from the beginning of time until the end of
time. Notwithstanding the foregoing, in no event shall the release provided
in this paragraph extend to the rights of the parties that are reflected in
or arise from this Agreement.
(b) In consideration of the mutual covenants contained in
this Agreement and subject to all the terms and conditions of this
Agreement, the Stockholders Representative and the Additional Parties hereby
individually and collectively release ADS, Compec and GTI, their respective
current and former officers, directors, employees, attorneys, agents, heirs,
successors, assigns, shareholders, representatives, predecessors, parents,
affiliates and subsidiaries from any and all claims, causes of actions,
suits, contracts, counterclaims, demands and/or liabilities, known and
unknown, both in law and in equity, which the Stockholders Representative or
Additional Parties have or may have in the future against ADS or Compec with
respect to all matters, transactions, acts or events resulting from or in
any way connected with or related to the subject matter of any of the Merger
Agreement, the Delaware Litigation, the Federal Litigation, the Arbitration
Action, the First Virginia Litigation and/or the Second Virginia Litigation,
6
including without limitation all sanctions incident to the aforementioned
actions, and arising out of the employment by or services provided to ADS,
Compec, or any of its subsidiaries, of the Stockholders Representative
and/or the Additional Parties from the beginning of time to the end of time.
Notwithstanding the foregoing, in no event shall the release provided in
this paragraph extend to the rights of the parties that are reflected in or
arise from this Agreement.
10. Publicity. Any public announcement or press release
---------
concerning the transactions contemplated by this Agreement shall require the
prior approval of all parties hereto except Xxxxx X. Xxxxxxxxxx, both as to
the making of such announcement or release and as to the form and content
thereof, except to the extent that a party is advised by counsel, in good
faith, that such announcement or release is required as a matter of law,
judicial or administrative order, or rule or regulation of the SEC or
applicable securities exchange, after a full opportunity for prior
consultation is afforded to the other parties. The parties agree that in the
event a public announcement is required to be made, the parties hereby agree
that such public announcement shall contain only the minimum amount of
information as may be necessary to comply with the applicable law, judicial
or administrative order, or rule or regulation that required such public
announcement, all without the use of any statements or information which is
inflammatory, accusatory or disparaging about any party in any
communications of any type.
11. Dismissal of Actions.
--------------------
(a) The Delaware Litigation shall be stayed for so
long as no breach of any of the terms and conditions of this
Agreement has occurred and, in the event of the satisfaction of
all of the terms, conditions and provisions of this Agreement in
a timely manner, then the Delaware Litigation shall be dismissed
with prejudice within seven (7) days, with each party to bear
its, his or her own legal fees and costs.
(b) Within two (2) business days of the date of this
Agreement, the plaintiff in the First Virginia Litigation shall
seek to dismiss the First Virginia Litigation without prejudice.
In the event of the satisfaction of all of the terms, conditions
and provisions of this Agreement, then the First Virginia
Litigation shall be dismissed with prejudice within seven (7)
days, with each party to bear its, his or her own legal fees and
costs.
(c) Within two (2) business days of the date of this
Agreement, the plaintiff in the Second Virginia Litigation shall
seek to dismiss the Second Virginia Litigation without prejudice,
with each party to bear its, his or her own legal fees and costs.
In the event of the satisfaction of all of the terms, conditions
and provisions of this Agreement, then the Second Virginia
Litigation shall be dismissed with prejudice within seven (7)
days, with each party to bear its, his or her own legal fees and
costs.
(d) Within two (2) business days of the date of this
Agreement, the parties to the Arbitration Action shall seek to
dismiss the Arbitration Action, including all claims and
counterclaims, without prejudice, with each party to bear its,
his or her own legal fees and costs. In the event of the
satisfaction of all of the terms, conditions and provisions of
this Agreement, then the Arbitration Action shall be dismissed
with prejudice within seven (7) days, with each party to bear
its, his or her own legal fees and costs.
7
12. Attorneys' Fees upon Enforcement of Agreement. If the
---------------------------------------------
Stockholders Representative or the Additional Parties seek a court order to
enforce the terms of this Agreement, and prevail in such enforcement action,
they shall be entitled to recover their reasonable attorneys' fees and costs
incurred at trial, on appeal, and in any proceeding in bankruptcy.
13. Integration Clause. This Agreement embodies the entire
------------------
terms and conditions of the settlement and releases described herein and it
is the complete agreement between the parties with respect to the compromise
of any claims that the parties may have, or may have in the future, with
respect to all matters, transactions, acts or events resulting from or in
any way connected with or related to the subject matter of the actions
described in the preceding recitals.
14. Best Efforts. The parties agree to undertake their best
------------
efforts, including all steps and efforts contemplated by this Agreement, to
effectuate this Agreement.
15. Successors and Assigns. This Agreement shall be binding
----------------------
upon each of the parties hereto, their assigns, heirs, predecessors, and
successors.
16. Contractual Effect. This Agreement and all provisions
------------------
hereof, including all representations and warranties contained herein, are
contractual and not a mere recital and shall survive the mutual releases as
described in paragraph 9 above and shall continue in full force and effect
thereafter.
17. Modification. No change or modification of this Agreement
------------
may be made without the express written consent of all the parties hereto.
18. Choice of Law. This Agreement shall be governed and
-------------
construed in accordance with the laws of the State of Delaware without
giving effect to the principals of conflicts of laws.
19. Choice of Forum. Each party consents to the jurisdiction
---------------
of the Delaware Court of Chancery with respect to any action to approve and
enforce the terms of this Agreement and expressly waives any right to
commence any such action in any other forum or to contest the jurisdiction
of the Delaware Court of Chancery.
20. No Admission of Liability. Nothing contained in this
-------------------------
Agreement shall be considered an admission of liability on the part of any
of the parties.
21. No Transfer. Etc. of Claims. The parties represent and
---------------------------
warrant that they have not assigned to any third party any claims, demands,
defenses, third party claims or causes of actions of any kind whatsoever,
resulting from or in any way connected with or related to the subject matter
of the actions described herein.
22. Severability. If any provision of this Agreement or the
------------
application thereof shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as
best to reasonably effect the intent of the parties hereto, as described
herein.
8
23. Represented by Counsel. In entering into this Agreement,
----------------------
the parties represent and warrant that they have relied upon the advice of
their respective attorneys, who are the attorneys of their own choice; that
the terms of this Agreement have been interpreted, completely read, and
explained to them by their attorneys; and that the terms of this Agreement
are fully understood and voluntarily accepted; and that none of the terms of
this Agreement are ambiguous. Each of the parties shall be deemed to be a
drafter of this Agreement, which shall not be construed in favor of, or
against, any signer of this Agreement.
24. Necessary Corporate Action. Each of ADS, Compec and GTI
--------------------------
represents to the other parties to this Agreement that all necessary
corporate action has been taken to authorize the execution and delivery of
this Agreement.
25. Authority of Stockholders Representative. The
-----------------------------------------
Stockholders Representative represent and warrant that they have full power
and authority to represent the former shareholders of Compec pursuant to
Section 4.13 of the Merger Agreement and have the power and authority to
execute, deliver and perform this Agreement and to consummate the
transactions contemplated herein. The Stockholders Representative shall
indemnify, defend and hold harmless ADS and/or Compec from any claims,
actions, threatened claims or actions asserted by any of the former Compec
shareholders as of August 1, 2000 arising out of any such shareholder's
assertion that the aforementioned representation and warranty is false or
that the Stockholders Representative breached its obligations pursuant to
Section 4.13 of the Merger Agreement.
26. Authority of Signatories. Each person signing this
------------------------
Agreement represents and warrants that he or she has full power and
authority to execute this Agreement on behalf of the party on whose behalf
he or she is signing.
27. Headings. The headings utilized herein are solely for the
--------
convenience of the parties and are and shall be without substantive meaning
or content or meaning of any kind whatsoever and are not part of this
Agreement.
28. Contract Execution. This Agreement may be executed in
------------------
counterparts with the same force and effect as if all signatures were set
forth on a single instrument.
9
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first written above.
APPLIED DIGITAL SOLUTIONS, INC. COMPUTER EQUITY CORPORATION
By: By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Name: Xxxxxx X. Xxxxxxxxxx
Title: Title: Secretary
GOVERNMENT TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: Secretary
STOCKHOLDERS REPRESENTATIVE
Xxxx X. Xxxxxxxxxxx X.
Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxx X. Xxxxxxxx
ADDITIONAL PARTIES
Xxxxxxx X. Xxxxxxxxxx X.
Xxxxxxx Twaststijerna
Xxxxx X. Xxxxxxx X.
Xxxxxxxxx Xxxxxx
Xxxxx M. Schaumburg
