VERICHIP CORPORATION REGISTRATION AGREEMENTRegistration Agreement • December 29th, 2005 • VeriChip CORP • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 10, 2005 between VeriChip Corporation, a Delaware corporation (the “Company”), and Perceptis, L.P., a Delaware limited partnership (the “Stockholder”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 29th, 2005 • VeriChip CORP • 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”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 29th, 2005 • VeriChip CORP • Florida
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 27, 2005 (the “Effective Date”), is entered into between Applied Digital Solutions, Inc., a Missouri corporation (“ADSX”), and Verichip Corporation, a Delaware corporation (“Verichip”; references to Verichip in this Agreement shall include Verichip’s subsidiary companies Verichip Inc. and Instantel Inc.).
SECURITY AGREEMENTSecurity Agreement • December 29th, 2005 • VeriChip CORP • New Hampshire
SECURITY AGREEMENT (the “Agreement”) made December 27, 2005 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”).
REVOLVING LINE OF CREDIT NOTE WORKING CAPITALRevolving Line of Credit Note • December 29th, 2005 • VeriChip CORP
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 Eight Million Five Hundred Thousand Dollars ($8,500,000.00), 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 hereinbelow, in lawful money of the United States of America.
COMMERCIAL LOAN AGREEMENTCommercial Loan Agreement • December 29th, 2005 • VeriChip CORP • New Hampshire
THIS COMMERCIAL LOAN AGREEMENT (the “Agreement”) is made as of the date set forth above, between the above-named Borrower (the “Borrower”) and Applied Digital Solutions, Inc., a Missouri corporation located at 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445 (the “Lender”). The Lender has agreed to extend to Borrower, at the Borrower’s request, the loan(s) described above (individually a “Loan” and collectively the “Loans”). All of the Loans are, together with all other interest, fees, or other obligations associated with the Loans now existing or hereafter arising, hereinafter sometimes referred to as the “Obligations”. Each Loan is or shall be evidenced by a commercial promissory note (individually a “Note” and collectively the “Notes”) and each Loan and all of the other obligations are secured pursuant to a Security Agreement between Borrower and the Lender (the “Security Agreement”). In connection with the Loans, the Borrower may execute certain other documents, c
EXCHANGE AGREEMENTExchange Agreement • December 29th, 2005 • VeriChip CORP • 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 • December 29th, 2005 • VeriChip CORP • 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.
WARRANT AGREEMENT BETWEEN VERICHIP CORPORATION AND IBM CREDIT CORPORATIONWarrant Agreement • December 29th, 2005 • VeriChip CORP • New York
Neither this Warrant nor the Warrant Shares as defined herein have been registered under the Securities Act of 1933, as amended, or any applicable state securities laws. Neither this Warrant nor the Warrant Shares may be sold or transferred in the absence of such registration or any exemption from such registration.
PATIENT SECURITY SYSTEMS CAPITAL EQUIPMENT SUPPLIER AGREEMENT between NOVATION, LLC and eXI WIRELESS SYSTEMS, INC. (Supplier Name) CE50122 (Contract Number)Capital Equipment Supplier Agreement • December 29th, 2005 • VeriChip CORP • Delaware
FORM OF WARRANT TO PURCHASE COMMON STOCK OF VERICHIP CORPORATIONWarrant Agreement • December 29th, 2005 • VeriChip CORP
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 Agreement”). Capitalized terms used h
ACQUISITION AGREEMENTAcquisition Agreement • December 29th, 2005 • VeriChip CORP • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the respective agreements herein contained, the parties hereto agree as follows:
eXI Acquisition Agreement AMENDMENT TO ACQUISITION AGREEMENTAcquisition Agreement • December 29th, 2005 • VeriChip CORP
AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 29th, 2005 • VeriChip CORP
EXI WIRELESS INC., a corporation governed by the laws of Canada, having its registered office at 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7
EXECUTIVE AGREEMENTExecutive Agreement • December 29th, 2005 • VeriChip CORP • British Columbia
EXI TECHNOLOGIES INC., a corporation governed by the laws of Canada, having its registered office at 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7
THIS INDENTURE made this 6th day of July, 1998.Lease Agreement • December 29th, 2005 • VeriChip CORP • Ontario
WITNESSETH that in consideration of the rents, covenants, conditions and agreements herein contained, the Landlord and the Tenant covenant and agree as follows:
LEASELease Agreement • December 29th, 2005 • VeriChip CORP
upon and in consideration of the covenants, terms, and conditions contained in this LEASE and which are implied, hereby demises and leases to
AGREEMENTLease Agreement • December 29th, 2005 • VeriChip CORP
THIS AGREEMENT made the 28th day of October, 2003Lease Amendment • December 29th, 2005 • VeriChip CORP
WHEREAS pursuant to a written lease dated the 6th day of July, 1998 (the “Lease”), the Landlord leased to the Tenant all those premises consisting of Fifteen Thousand (15,000) useable square feet, subsequently certified as Fourteen Thousand Eight Hundred and Ten point Seven (14,810.7) certified useable square feet [Sixteen Thousand, Four Hundred and Sixty-Nine point Five (16,469.5) certified rentable square feet] of space on the first (1st) floor (the “Leased Premises”) of the building known _______ as 309 Legget Drive (the “Building”) in the City of Ottawa;
EXECUTIVE AGREEMENTExecutive Agreement • December 29th, 2005 • VeriChip CORP • British Columbia
EXI WIRELESS INC., a corporation governed by the laws of Canada, having its registered office at 1500 – 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7
GROUP PURCHASING PROGRAM AGREEMENTGroup Purchasing Program Agreement • December 29th, 2005 • VeriChip CORP • New York
THIS AGREEMENT is made and entered into as of October 28, 2004, by and between Henry Schein, Inc., a Delaware corporation (hereinafter “HSI”) and VeriChip Corporation, a Delaware corporation (hereinafter referred to as “VeriChip”).
CRESTWOOD CORPORATE CENTRE Richmond, B.C.Lease • December 29th, 2005 • VeriChip CORP • British Columbia
Waiver and ReleaseWaiver and Release • December 29th, 2005 • VeriChip CORP
WHEREAS, Applied Digital Solutions, Inc. (the “Company”) and VeriChip Corporation (“VeriChip”) are parties to that certain Exchange Agreement, dated as of June 9, 2005 (the “Exchange Agreement”).
LEASE EXTENSION AND AMENDING AGREEMENTLease Extension and Amending Agreement • December 29th, 2005 • VeriChip CORP
Executive Agreement AddendumExecutive Agreement Addendum • December 29th, 2005 • VeriChip CORP
Except as modified hereby, the terms and provisions of that certain Executive Agreement, dated as of February 1, 2000, by and between VeriChip Inc. (f/k/a EXI Technologies Inc.) and Mr. Talib shall remain in full force and effect.
THIS AGREEMENT made as of the 5th day of October, 1999Lease Agreement • December 29th, 2005 • VeriChip CORP
WHEREAS by a lease dated the 6th day of July, 1998, (the “Lease”), the Landlord leased to the Tenant a portion of those premises described in Box 6 on Page 1 and more particularly described in the Lease, which demised lands are hereinafter called the “Leased Premises”;
Executive Agreement AddendumExecutive Agreement Addendum • December 29th, 2005 • VeriChip CORP
Except as modified hereby, the terms and provisions of that certain Executive Agreement by and between VeriChip Inc. (f/k/a EXI Technologies Inc.) and Mr. Khimji shall remain in full force and effect.
STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • December 29th, 2005 • VeriChip CORP
This Agreement (“Agreement”) is entered into effective the 25 day of October, 2004 for the purpose of outlining the basic terms under which Agility Healthcare Solutions LLC, a Colorado limited liability company (“Agility”), 4441 Cox Road, Glen Allen, Virginia 23060; and Trenstar Inc., a Colorado company (“Trenstar”), 1100-5613 DTC Parkway, Greenwood Village, Colorado 80111, and eXI Wireless Inc. (“eXI”), whose address is 100 – 13551 Commerce Parkway, Richmond, BC, Canada V6V 2L1, agree to work together in furtherance of the purposes and objectives expressed herein.
