INTEREST WAIVER AND WARRANT RESET AGREEMENTInterest Waiver and Warrant Reset Agreement • December 30th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS INTEREST WAIVER AND WARRANT RESET AGREEMENT, dated as of December 29, 2005 (this “Agreement”), is made by and among Applied Digital Solutions, Inc. (the “Company”), Satellite Strategic Finance Partners, Ltd. (“SSFP”) and Satellite Strategic Finance Associates, LLC (“SSFA” and, together with SSFP, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 30th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of December 28, 2005, is by and between Applied Digital Solutions, Inc., a Missouri corporation (“Obligor”), and Satellite Asset Management, L.P., in its capacity as Collateral Agent (the “Collateral Agent”), for the benefit of the Investors (as defined below).
PLEDGE AGREEMENTPledge Agreement • December 30th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 28, 2005, is by and between Applied Digital Solutions, Inc., a Missouri corporation (“Pledgor”), and Satellite Asset Management, L.P., in its capacity as Collateral Agent (the “Collateral Agent”), for the benefit of the Investors (as defined below).
ContractNote Agreement • December 30th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER HEREOF IN ORDER TO EFFECT A PARTIAL PAYMENT OR REDEMPTION HEREOF. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE PRINCIPAL AMOUNT SHOWN BELOW. 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 T
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 30th, 2005 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 28, 2005, by and among 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”.
