ContractWarrant Agreement • November 6th, 2007 • Applied Digital Solutions Inc • 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.
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • November 6th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This OMNIBUS AMENDMENT AND WAIVER (this “Amendment”), dated as of October 31, 2007, is entered into by and among APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (the “Company”), VERICHIP CORPORATION, a Delaware corporation (“VeriChip”), LAURUS MASTER FUND, LTD. (“Laurus”), KALLINA CORPORATION, a Delaware corporation (“Kallina”), VALENS U.S. SPV I, LLC, a Delaware corporation (“Valens U.S.”), VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore”), and PSOURCE STRUCTURED DEBT LIMITED, a Guernsey limited liability closed-ended company (“PSource”, and together with Kallina, Valens U.S. and Valens Offshore, the “Lenders”), for the purpose of amending and restating and waiving certain terms of (a) that certain Secured Term Note, dated as of August 24, 2006 (as amended, modified or supplemented from time to time, the “2006 Note”); (b) that certain Securities Purchase Agreement, dated as of August 24, 2006 (as amended, modified or supplemented from time to time, the
