ContractWarrant Agreement • November 7th, 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 DIGITAL ANGEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Note and the Warrants referred to therein.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of August 31, 2007, among Kallina Corporation (the “Pledgee”), Digital Angel Corporation, a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of August 31, 2007, is made by each of DIGITAL ANGEL CORPORATION, a Delaware corporation (“DOC”), DIGITAL ANGEL TECHNOLOGY CORPORATION, a Minnesota corporation (“DATC”) and FEARING MANUFACTURING CO., INC. (“FMC” and together with DOC and DATC, the “Grantors” and each, a “Grantor”), in favor of KALLINA CORPORATION (“Lender”).
AMENDMENT AND PARTIAL ASSIGNMENT OF LOANS, LIENS AND DOCUMENTSAmendment and Partial Assignment of Loans, Liens and Documents • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS AMENDMENT AND PARTIAL ASSIGNMENT OF LOANS, LIENS AND DOCUMENTS (this “Agreement”) dated as of August 31, 2007, by and among KALLINA CORPORATION, a Delaware corporation (“Assignor”) and VALENS OFFSHORE SPV II, CORP., as assignee (“Assignee”).
SECURITY AGREEMENTSecurity Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2007 • 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, Applied Digital Solutions, Inc. (“ADSX”), as acknowledged by Digital Angel Corporation and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of August 31, 2007, among Kallina Corporation, a Delaware corporation (the “Pledgee”), Applied Digital Solutions, Inc., a Delaware corporation (“ADSX”), Computer Equity Corporation, a Delaware corporation, Digital Angel Corporation, a Delaware corporation and Digital Angel Technology Corporation, a Minnesota corporation (each a “Pledgor” and collectively, the “Pledgors”).
DIGITAL ANGEL CORPORATION SECURITY AGREEMENTSecurity Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • Florida
Grant of Security Interest. To secure the payment of all Obligations (as hereafter defined), DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Digital Angel”), and each party listed on Exhibit A attached hereto (the “Subsidiaries”) Digital Angel and each Subsidiary, each a “Assignor” and collectively, the “Assignors”), and APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (“Assignee”) hereby assigns and grants to Assignee a continuing security interest in all of the following property now owned or at any time hereafter acquired by Assignors, or in which Assignors now have or at any time in the future may acquire any right, title or interest (the “Collateral”): all cash, cash equivalents, accounts, accounts receivable, deposit accounts, inventory, equipment, goods, fixtures, documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and an absolute right to license on term
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Kallina Corporation (“Lender”) to or for the account of Applied Digital Solutions, Inc., a Delaware corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce Lender, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of the Company to Lender and o
APPLIED DIGITAL SOLUTIONS, INC. MASTER SECURITY AGREEMENTMaster Security Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
GUARANTYGuaranty • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Kallina Corporation (“Lender”) to or for the account of Digital Angel Corporation, a Delaware corporation (the “DOC”) and each other Eligible Subsidiaries (as defined in the Security Agreement referred to below) and together with the DOC, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Lender, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Lender may deem advisable, the undersigned (referred to as “Guarantor” or “the undersigned”) unconditionally guaranties to Lender, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of each
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) dated as of August 31, 2007, by and among Applied Digital Solutions, Inc., a Delaware corporation (“Company”), Laurus Master Fund, Ltd., a Cayman Islands company (“Senior Lender”), Kallina Corporation, a Delaware corporation (“Kallina”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.) and Valens Offshore SPV II, Corp., a Delaware corporation (“Valens Offshore”, and together with Kallina and Valens U.S., the “Subordinate Lenders” and each of them, a “Subordinate Lender”.).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of August 31, 2007, is made by APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (“Grantor”), in favor of LAURUS MASTER FUND, LTD. (“Laurus”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of August 31, 2007, is made by APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (“Grantor”), in favor of KALLINA CORPORATION (“Lender”).
SECURITIES PURCHASE AGREEMENT KALLINA CORPORATION and APPLIED DIGITAL SOLUTIONS, INC. Dated: August 31, 2007Securities Purchase Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 31, 2007, by and between APPLIED DIGITAL SOLUTIONS, INC., a Delaware corporation (the “Company”), and KALLINA CORPORATION, a Delaware corporation (the “Purchaser”).
AMENDMENTCommon Stock Purchase Warrant Amendment • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Amendment (this “Amendment”), dated August 31, 2007, by and between Applied Digital Solutions, Inc., a Delaware corporation (the “Company”), Laurus Master Fund, Ltd. (“Laurus”), Valens Offshore SPV I, Ltd. (“VOF”) and Valens U.S. SPV I, LLC (“VON” and together with Laurus and VOF, the “Required Purchasers” and each, a “Required Purchaser”), amends that certain Common Stock Purchase Warrant, issued as of August 24, 2006 by the Company in favor of Laurus Master Fund, Ltd. and exercisable into up to 1,719,745 shares of Common Stock of the Company (as amended, modified or supplemented from time to time, the “Warrant”). Capitalized terms used but not defined herein shall have the meanings given them in the Securities Purchase Agreement, dated as of August 24, 2006, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the “Purchase Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • November 7th, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • Florida
This Subordination Agreement (this “Agreement”) is entered into as of the 31st day of August, 2007, by and among Applied Digital Solutions, Inc., a Delaware corporation (the “Subordinated Lender”), Kallina Corporation, a Delaware corporation (“Kallina”), Valens Offshore SPV II, Corp., a Delaware corporation (“SPV II”), and Valens U.S. SPV I, LLC, a Delaware limited liability company (“SPV I” and, together with Kallina and SPV II, the “Senior Lenders” and each, a “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Kallina Note referred to below.
