Indemnification Letter Agreement between VeriChip Corporation, VeriChip Inc., and Applied Digital Solutions, Inc. (December 21, 2005)
This agreement is between VeriChip Corporation, VeriChip Inc., and Applied Digital Solutions, Inc. It confirms that if VeriChip Inc. fails to make a required deferred payment related to its acquisition of Instantel, Inc., and Applied Digital Solutions must pay under its guarantee, then VeriChip Corporation and VeriChip Inc. will reimburse Applied Digital Solutions for any actual costs incurred. The agreement ensures Applied Digital Solutions is protected if it is required to fulfill the payment guarantee.
Exhibit 2.6
December 21, 2005
Applied Digital Solutions, Inc.
1690 South Congress Ave., Ste. 200
Delray Beach, FL 33445
Attention: Evan McKeown, CFO
Dear Evan:
Reference is made to the acquisition, by VeriChip Inc. (VCI), of Instantel, Inc (the Acquisition). In connection with the Acquisition, VCI is obligated to make a deferred payment to the sellers of up to $3 million (the Second Payment). In a definitive agreement in connection with the Acquisition, Applied Digital Solutions, Inc. (AD) guaranteed that VCIs Second Payment obligation. This letter shall confirm the following: should VCI fail to make the Second Payment, and should AD be called upon under the guarantee to satisfy such Second Payment, then VeriChip Corporation (the parent of VCI) and VCI will, jointly and severally, indemnify AD for its actual out-of-pocket costs (valuing any stock conveyed at its fair market value) in honoring such guarantee. This letter confirms the arrangement that was determined at the time of the Acquisition (in connection with which AD provided substantial funds to VCI to allow VCI to effect the Acquisition).
Very truly yours, | ||
VERICHIP CORPORATION | ||
By: | /s/ Kevin McLaughlin | |
Name: Kevin McLaughlin | ||
Title: CEO | ||
VERICHIP INC. | ||
By: | /s/ Kevin McLaughlin | |
Name: Kevin McLaughlin | ||
Title: CEO |
Accepted:
APPLIED DIGITAL SOLUTIONS, INC. | ||
By: | /s/ Evan McKeown | |
Evan McKeown CFO |