Indemnification Letter Agreement between VeriChip Corporation, VeriChip Inc., and Applied Digital Solutions, Inc. (December 21, 2005)

Summary

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.

EX-2.6 7 dex26.htm LETTER AGREEMENT DATED DEC 21, 2005, BY VERICHIP & APPLIED DIGITAL SOLUTIONS Letter Agreement dated Dec 21, 2005, by Verichip & Applied Digital Solutions

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 VCI’s 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