SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and APPLIED DIGITAL SOLUTIONS, INC. Dated: August 24, 2006Securities Purchase Agreement • August 25th, 2006 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 24, 2006, by and between APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
ContractApplied Digital Solutions Inc • August 25th, 2006 • Communications equipment, nec • New York
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2006 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • August 25th, 2006 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of August 24, 2006, among Laurus Master Fund, Ltd. (the “Pledgee”), Applied Digital Solutions, Inc., a Missouri corporation ("ADSX") and Computer Equity Corporation, a Delaware corporation (each a "Pledgor" and collectively, the “Pledgors”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • August 25th, 2006 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Agreement (this “Agreement”) is dated as of the 24th day of August 2006, among APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the “Company”), LAURUS MASTER FUND, LTD. (the “Purchaser”), and LOEB & LOEB LLP (the “Escrow Agent”):
APPLIED DIGITAL SOLUTIONS, INC. MASTER SECURITY AGREEMENTMaster Security Agreement • August 25th, 2006 • Applied Digital Solutions Inc • Communications equipment, nec • New York
