VERICHIP CORPORATION 3,100,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
VeriChip Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), pursuant to this underwriting agreement (the “Agreement”), an aggregate of Three Million One Hundred Thousand (3,100,000) shares of common stock of the Company, par value $0.01 per share (the “Common Stock”). In addition, the stockholder of the Company named in Schedule B hereto (the “Selling Stockholder”) has granted to the Underwriters the option referred to in Section 3(d) hereof to purchase an aggregate of not more than an additional Four Hundred Sixty Five Thousand (465,000) shares of Common Stock, if requested by the Underwriters in accordance with Section 3(d) hereof. It is understood that the Underwriters propose to offer the “Shares” (as hereinafter defined) to be purchased hereunder to the public upon the terms and conditions set forth in the “Registration Statement” (as defined below) after the “Effective Date”
THIRD AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE WORKING CAPITALRevolving Line of Credit Note • February 14th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec
FOR VALUE RECEIVED, the undersigned, VeriChip Corporation, a Delaware corporation with a principal place of business at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Borrower”), hereby promises to pay to the order of Applied Digital Solutions, Inc., a Missouri corporation located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Lender”), at such address, or such other place or places as the holder hereof may designate in writing from time to time hereafter, the maximum principal sum of Fourteen Million Five Hundred Thousand Dollars ($14,500,000.00), or, if less, so much thereof as may be advanced or readvanced by the Lender to the Borrower pursuant to the terms of the Loan Agreement (as hereinafter defined), together with interest as provided for herein below, in lawful money of the United States of America.
THIRD AMENDMENT TO COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • February 14th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New Hampshire
This THIRD AMENDMENT TO COMMERCIAL LOAN AGREEMENT, dated as of February 8, 2007 (this “Third Amendment”), is between VERICHIP CORPORATION, a Delaware corporation (the “Borrower”), and APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the “Lender”).
FOURTH AMENDMENT TO COMMERCIAL LOAN AGREEMENT AND SECURITY AGREEMENTCommercial Loan Agreement • February 14th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New Hampshire
This FOURTH AMENDMENT TO COMMERCIAL LOAN AGREEMENT and SECURITY AGREEMENT, dated as of February 13, 2007 (this "Fourth Amendment"), is between VERICHIP CORPORATION, a Delaware corporation (the "Borrower" or "Debtor"), and APPLIED DIGITAL SOLUTIONS, INC., a Missouri corporation (the "Lender").
THIRD AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • February 14th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec
This Third Amendment to Security Agreement (the “Third Amendment”) is dated as of the 8th day of February, 2007 and is entered into by and between VERICHIP CORPORATION, a Delaware corporation with a principal place of business at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (“the Debtor”), and Applied Digital Solutions, Inc., a Missouri corporation located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Secured Party”).
