VOTING AGREEMENTVoting Agreement • May 16th, 2008 • Applied Digital Solutions Inc • 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”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • May 16th, 2008 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS CONSENT AND WAIVER AGREEMENT (this “Consent and Waiver Agreement”) is made and entered into effective as of May 15, 2008, by and among LAURUS MASTER FUND, LTD. (“Laurus”), a Cayman Islands company, KALLINA CORPORATION, a Delaware corporation (“Kallina”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“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”) 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”), and APPLIED DIGITAL SOLUTIONS, INC. D/B/A DIGITAL ANGEL, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings given them in the Voting Agreement (as defined below).
