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:
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Recitals. The foregoing recitals are true and correct and
are hereby incorporated by this reference.
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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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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".
b. Review Date . Upon the consummation of an initial public
offering of the Borrower's common stock pursuant to an
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