Exhibit
10.2
AMENDED AND
RESTATED
REVOLVING LINE OF CREDIT
NOTE
WORKING
CAPITAL
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$13,000,000.00
U.S.
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October 6, 2006
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FOR VALUE RECEIVED, the undersigned, VeriChip
Corporation, a Delaware corporation with a principal place of
business at 1690 South Congress Avenue, Suite 200, Delray Beach,
Florida 33445 (the “Borrower”), hereby promises to pay
to the order of Applied Digital Solutions, Inc., a Missouri
corporation located at 1690 South Congress Avenue, Suite 200,
Delray Beach, Florida 33445 (the “Lender”), at such
address, or such other place or places as the holder hereof may
designate in writing from time to time hereafter, the maximum
principal sum of Thirteen Million Dollars ($13,000,000.00), or, if
less, so much thereof as may be advanced or readvanced by the
Lender to the Borrower pursuant to the terms of the Loan Agreement
(as hereinafter defined), together with interest as provided for
hereinbelow, in lawful money of the United States of
America.
Interest shall be calculated and charged daily
on the basis of actual days elapsed over a three hundred sixty
(360) day banking year, on the unpaid principal balance outstanding
from time to time at a fixed rate equal to twelve percent (12%) per
annum (the “Interest Rate”). The Interest Rate will
apply to the outstanding amount under the Loan Agreement and this
Note effective from and after the date hereof. For avoidance of
doubt, the interest rate described in the Original Note (defined
below) applied to the outstanding amounts under the Original Note
prior to the date of this Note.
The Borrower shall make a balloon payment of
principal, interest and any fees or expenses outstanding on
December 27, 2010 (the “Maturity Date”) unless a change
of ownership or management occurs, as defined in Section IX. C. of
the Loan Agreement as defined below, or an initial public offering
of the Borrower’s common stock is consummated, in which case
the Borrower shall, within two business days of such event, repay
in full all principal, interest and any fees or expenses
outstanding hereunder.
The Note is issued under, and is subject to, the
Commercial Loan Agreement of even date between the Borrower and the
Lender, as it may be amended from time to time (the “Loan
Agreement”). The holder of this Note is entitled to all of
the benefits and rights of the Lender under the Loan Agreement.
However, neither this reference to the Loan Agreement nor any
provision thereof shall impair the absolute and unconditional
obligation of the undersigned to pay the principal and interest on
this Note as herein provided. Any capitalized term used in this
Note that is not otherwise expressly defined herein shall have the
meaning ascribed thereto in the Loan Agreement.
The holder may impose upon the undersigned a
delinquency charge of $35.00 or five percent (5.00%) of the amount
of the principal and/or interest payment not paid on or before the
thirtieth (30th) day after such instal
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