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Exhibit 10.1
SECOND AMENDMENT TO
COMMERCIAL LOAN AGREEMENT
This SECOND AMENDMENT TO COMMERCIAL LOAN
AGREEMENT, dated as of January 19, 2007 (this "Second Amendment"),
is between VERICHIP CORPORATION,
a Delaware corporation (the "Borrower"), and
APPLIED DIGITAL SOLUTIONS, INC. , a
Missouri corporation (the "Lender").
Recitals :
WHEREAS, on December 27, 2005, the Borrower and
the Lender entered into a Commercial Loan Agreement (the
"Agreement") pursuant to which Lender made a Loan to Borrower
subject to the terms and conditions contained in the
Agreement;
WHEREAS, on October 6, 2006, the Borrower and the
Lender entered into a First Amendment to Commercial Loan Agreement
pursuant to which Lender increased the principal amount of the Loan
by Four Million Five Hundred Thousand Dollars ($4,500,000.00)
(including a change in the applicable interest rate) in order to
meet the Borrower's working capital needs, IPO costs, and cash
needs in connection with Perceptis' potential election to take its
final (deferred) payment in cash and to make certain other
amendments to the Agreement contained herein;
WHEREAS, Borrower has requested and Lender has
agreed, subject to the terms and conditions set forth herein, to
increase the principal amount of the Loan by One Million Five
Hundred Dollars ($1,500,000.00) in order to meet the Borrower's
working capital needs and IPO costs;
NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
Agreement.
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1.
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Recitals. The foregoing
recitals are true and correct and are hereby incorporated by this
reference.
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2.
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Definitions . All
capitalized terms used herein, except as modified or defined in
this Second Amendment, shall have the meaning given to such terms
in the Agreement. All references to the Agreement in all documents
executed by Borrower, Guarantor and/or Bank in connection with the
Agreement are hereby deemed to refer to the Agreement, as hereby
amended.
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3.
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Amendments: The following
sections of the Agreement are hereby amended as follows:
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a. Revolving Line
of Credit : The amount of the Revolving Line of Credit on
page 1 of the Agreement shall be amended by replacing
"$13,000,000.00" with "$14,500,000.00".
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b. Review
Date . Upon the consummation of an initial public offering
of the Borrower's common stock pursuant to an effective
registration statement filed wit
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