|
Exhibit
10.5
REVOLVING LINE OF CREDIT
NOTE
WORKING
CAPITAL
|
|
|
|
$8,500,000.00 U.S.
|
|
December 27, 2005 |
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 Eight Million Five Hundred Thousand Dollars
($8,500,000.00), 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 variable rate equal to
the Prime Rate of interest (the “Prime Rate”),
expressed as a percentage as it exists from time to time. The Prime
Rate means the highest Prime Rate of interest as published in the
Wall Street Journal from time to time.
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
installment is due, whichever is greater. The entire principal
balance hereof, together with accrued interest, shall after
maturity, whether by demand, acceleration or
|