CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASEConfidential Settlement Agreement and Release • December 21st, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • Virginia
This Settlement Agreement (the “Agreement”) is made this ninteeth (19th) day of December 2007, being the last day on which all parties sign this Agreement (the “Effective Date”) by and among Verizon Federal Inc, (“Verizon”); and Government Telecommunications, Inc. (“GTI”) and GTI’s parent company, Applied Digital Solutions, Inc. (“ADS”); collectively referred to herein as the “Parties.”
December 20, 2007Applied Digital Solutions Inc • December 21st, 2007 • Communications equipment, nec
This letter confirms an agreement between VeriChip Corporation (“VeriChip”) and Applied Digital Solutions, Inc. (“ADSX”) regarding the possible prepayment by VeriChip of all principal amounts outstanding as of the date of this letter agreement (the “Outstanding Principal Amount”) under that certain (i) Commercial Loan Agreement dated December 27, 2005, as amended, between VeriChip and ADSX, (ii) Security Agreement dated December 27, 2005, as amended, between VeriChip and ADSX, and (iii) Third Amended and Restated Revolving Line of Credit Note dated as of February 8, 2007, from VeriChip in favor of ADSX (collectively, the “VeriChip Loan Documents”). The Outstanding Principal Amount on the date hereof is $12,.873,346.
SUBORDINATION AGREEMENTSubordination Agreement • December 21st, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 19th day of December, 2007, by and among Verizon Federal Inc., a Delaware corporation (“Subordinated Lender”), and Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), Kallina Corporation, a Delaware corporation (“Kallina”), Valens U.S. SPV I, LLC, a Delaware limited liability corporation (“Valens U.S.”), Valens Offshore SPV I, Ltd., a Cayman Islands company (“Valens Offshore I”), Valens Offshore SPV II, Corp., a Delaware corporation (“Valens Offshore II”) and PSource Structured Debt Limited, a Guernsey limited liability closed-ended company (“PSource”, and together with Laurus, Kallina, Valens U.S., Valens Offshore I and Valens Offshore II, the “Senior Lenders”).
GUARANTYGuaranty • December 21st, 2007 • Applied Digital Solutions Inc • Communications equipment, nec • Virginia
This Guaranty will take effect when signed by both ADSX and Verizon and will continue in full force and effect until all amounts owed under the Agreement shall have been paid in full. Verizon shall provide ADSX with prompt written notice in the event GTI fails to pay any amounts due under the Agreement. ADSX shall have ten (10) days from receipt of such notice to cure GTI’s failure to pay.
