FORM OF SERIES E WARRANT TO PURCHASE COMMON STOCK OF APPLIED DIGITAL SOLUTIONS, INC.Warrant Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec
THIS CERTIFIES that _____________________ or any subsequent holder hereof (the “Holder”), has the right to purchase from APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the “Company”), up to ______________ fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., eastern time, on the fifth (5th) anniversary of the Issue Date (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of June 9, 2005 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2005, by and between APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
APPLIED DIGITAL SOLUTIONS, INC. REGISTRATION AGREEMENTRegistration Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 10, 2005 between Applied Digital Solutions, Inc., a Missouri corporation, (the “Company”), and Perceptis, L.P., a Delaware limited partnership (the “Stockholder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 9, 2005, by and between Applied Digital Solutions, Inc., a Missouri corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof (each, an “Investor” and, collectively, the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • Florida
This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 9, 2005, by and between Applied Digital Solutions, Inc., a Missouri corporation (the “Company”) and VeriChip Corporation, a Delaware corporation (“VeriChip”).
SHARE PURCHASE AGREEMENT by and among INSTANTEL INC., INSTANTEL HOLDING COMPANY s.àr.l., as sole shareholder of Instantel Inc., PERCEPTIS, L.P., as sole shareholder of Instantel Holding Company s.àr.l., VERICHIP INC. and solely for purposes of Section...Share Purchase Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • Delaware
THIS SHARE PURCHASE AGREEMENT is made as of June 10, 2005, by and among Instantel Inc., a corporation formed under the Business Corporations Act (Ontario) (the “Company”), Instantel Holding Company s.àr.l., a Luxembourg société à responsibilité limitée (the “Holder”), Perceptis, L.P., a Delaware limited partnership (the “Seller”), VeriChip Inc., a corporation formed under the Business Corporations Act (British Columbia) (the “Buyer”), and, solely for purposes of Section 1.4, VeriChip Corporation, a Delaware corporation (“VeriChip”), and Applied Digital Solutions, Inc., a Missouri corporation (“ADSX”). Unless otherwise provided herein, capitalized terms used herein are defined in Article 8 below.
FORM OF WARRANT TO PURCHASE COMMON STOCK OF VERICHIP CORPORATIONWarrant Agreement • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec
THIS CERTIFIES that _____________________ or any subsequent holder hereof (the “Holder”), has the right to purchase from VERICHIP CORPORATION, a Delaware corporation (the “Company”), up to ______________ fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., eastern time, (i) on the one (1) year anniversary of the date on which the Company completes an initial public offering of its common stock (the “IPO”) or (ii) if the Company does not commence the IPO on or before the two (2) year anniversary of the Closing Date, on such two year anniversary (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of June 9, 2005 (the “Securities Purchase
ContractNote • June 13th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. NOTWITHSTANDING THE FOREGOING BUT SUBJECT TO COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, THIS NOTE (I) MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS NOTE AND (II) MAY BE TRANSFERRED OR ASSIGNED TO AN AFFILIATE OF THE HOLDER HEREOF.
