Exhibit
10.4
FOURTH AMENDMENT
TO
COMMERCIAL LOAN
AGREEMENT
AND
SECURITY
AGREEMENT
This FOURTH AMENDMENT TO COMMERCIAL LOAN
AGREEMENT and SECURITY AGREEMENT, dated as of February 13, 2007
(this "Fourth Amendment"), is between VERICHIP
CORPORATION, a Delaware corporation (the "Borrower" or
"Debtor"), 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, on January 19, 2007, the Borrower and
the Lender entered into a Second Amendment to Commercial Loan
Agreement pursuant to which Lender increased the principal amount
of the Loan by One Million Five Hundred Thousand Dollars
($1,500,000.00) in order to meet the Borrower's working capital
needs and IPO costs;
WHEREAS, on February 8, 2007, the Borrower and
the Lender entered into a Third Amendment to Commercial Loan
Agreement, a Third Amended and Restated Revolving Line of Credit
Note, and a Third Amendment to Security Agreement, pursuant to
which certain payment terms were changed and the revolving nature
of the Loans would be deemed changed upon the occurrence of certain
events; and
WHEREAS, the Lender and the Borrower desire to
clarify certain terms now existing under the Loan
Documents;
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 Fourth Amendment, shall have
the meaning given to such terms in the Agreement or in the Security
Agreement as applicable. All references
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