VOTING AGREEMENT

Exhibit 2.2

EXECUTION VERSION

VOTING AGREEMENT

          This VOTING AGREEMENT, dated as of May 15, 2008 (this “ Agreement ”), is made by and between Applied Digital Solutions, Inc., a Delaware Corporation (“ Applied Digital ”) and The Stanley Works, a Connecticut corporation (“ Purchaser ”).

RECITALS

          WHEREAS, concurrently with the execution and delivery of this Agreement, VeriChip Corporation, a Delaware corporation (“ Seller ”), and Purchaser are entering into a Stock Purchase Agreement, dated as of the date hereof (as amended from time to time, the “ Purchase Agreement ”), which provides, among other things, for Purchaser to acquire 100% of the outstanding capital stock of X-Mark Corporation (the “ Company ”), a corporation governed under the laws of Canada and a wholly owned subsidiary of Seller (the transactions contemplated by the Purchase Agreement and this Agreement, the “ Transactions ”);

          WHEREAS, as a condition to entering into the Purchase Agreement, Purchaser has required that Applied Digital enter into this Agreement, and Applied Digital desires to enter into this Agreement to induce Purchaser to enter into the Purchase Agreement; and

          WHEREAS, as of the date hereof, Applied Digital is the legal, record and Beneficial Owner (as defined below) of 5,355,556 shares of common stock, par value $0.01 per share, of Seller (“ Shares ”) (together with such additional Shares as they become Beneficially Owned by Applied Digital after the date hereof, the “ Owned Shares ”), which Shares are all issued and outstanding and represent 48.6% of the outstanding Shares and voting power of the outstanding capital stock of Seller.

          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:

     1.  Certain Definitions . Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement. In addition, for purposes of this Agreement:

          “ Affiliate ” shall have the meaning set forth in the Purchase Agreement, except that, for purposes of this Agreement, with respect to Applied Digital, “Affiliate” shall not include Seller or any of the Persons that are directly or indirectly controlled by Seller.

          “ Agreement ” shall have the meaning set forth in the opening paragraph.

          “ Applied Digital ” shall have the meaning set forth in the opening paragraph.

          “ Beneficially Owned ” or “ Beneficial Ownership ” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act. “ Beneficial Owner ” shall mean, with respect to any securities, a Person who has Beneficial Ownership of such securities.

          “ Company ” shall have the meaning set forth in the recitals.

          “ Currently Owned Shares ” shall have the meaning set forth in Section 7(c).

          “ Owned Shares ” shall have the meaning set forth in the recitals.

          “ Pledge ” shall mean the pledge of Company Shares by Applied Digital under (i) the Amended and Restated Stock Pledge Agreement, dated as of December 28, 2007, among Applied Digital, Laurus Master Fund, Ltd., Valens Offshore SPV I, Ltd., Valens U.S. SPV I, LLC, PSource Structured Debt Limited and Computer Equity Corporation, as amended, modified, restated and/or superseded from time to time and (ii) the Amended and Restated Stock Pledge Agreement dated as of December 28, 2007 among Applied Digital, Kallina Corporation, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., PSource Structured Debt Limited, Computer Equity Corporation, Digital Angel Corporation and Digital Angel Technology Corporation, as amended, modified, restated and/or superseded from time to time.

          “ Purchase Agreement ” shall have the meaning set forth in the recitals.

          “ Purchaser ” shall have the meaning set forth in the opening paragraph.

          “ Recommendation Change ” means if (i) the Board of Directors of Seller has received a Takeover Proposal that such Board determines, in good faith by resolution duly adopted, constitutes a Superior Proposal and (ii) the Board determines (after receiving the advice of its outside counsel) in good faith by resolution duly adopted that it is reasonably necessary to withdraw or modify the Board Recommendation to comply with its fiduciary duties to the stockholders of Seller under applicable Law.

          “ Seller ” shall have the meaning set forth in the recitals.

          “ Shares ” shall have the meaning set forth in the recitals.

          “ Transactions ” shall have the meaning set forth in the recitals.

          “ Transfer ” shall mean, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such security, rights relating thereto or the Beneficial Ownership of such security or rights relating thereto, the offer to make such a sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.

     2.  No Disposition or Solicitation .

          (a) Except as set forth in Section 5 of this Agreement, Applied Digital undertakes that Applied Digital shall not, except as provided under the Pledge, (i) Transfer or agree to Transfer any Owned Shares or (ii) grant or agree to grant any proxy or power-of-

attorney with respect to any Owned Shares. The restrictions in this Section 5 shall remain valid until this Agreement terminates pursuant to Section 9 hereof.

          (b) Applied Digital undertakes that, in its capacity as a stockholder of the Company and except as contemplated by Section 10, Applied Digital shall not, and shall cause its investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives not to, directly or indirectly solicit, initiate, facilitate or encourage any inquiries or proposals from, discuss or negotiate with, or provide any non-public information to, any Person relating to, or otherwise facilitate, any Takeover Proposal. Notwithstanding the foregoing, if the Board of Directors of Seller determines, after consultation with outside counsel, in good faith by resolution duly adopted that an unsolicited written Takeover Proposal received after the date hereof other than in breach of Section 5.4 of the Purchase Agreement leads to or is reasonably likely to lead to a Superior Proposal and the Board of Directors of Seller determines that it is reasonably necessary to take the actions described in clauses (A) and (B) of Section 5.4(a) of the Purchase Agreement to comply with its fiduciary duties to the stockholders of Seller under applicable Law, Applied Digital (and its investment bankers, financial advisors, attorneys, accountants and other advisors, agents and representatives) shall be entitled (for so long as, to the knowledge of Applied Digital, such Takeover Proposal remains outstanding and such determination of the Board of Directions of Seller remains applicable and has not been reversed by a subsequent determination) to participate in discussions and negotiations with the Person making such Takeover Proposal (and its representatives). Applied Digital shall keep Purchaser reasonably apprised on a reasonably prompt basis as to the status of any such discussions and/or negotiations and shall promptly (within 48 hours) provide to Purchaser copies of any material written communications delivered or received by Applied Digital in connection with such discussions and/or negotiations.

     3.  Stockholder Vote . Applied Digital undertakes that (a) unless there shall have been a Recommendation Change, at such time as the Seller conducts a meeting of, or otherwise seeks a vote or consent of, its stockholders for the purpose of approving the Purchase Agreement and/or any of the Transactions contemplated thereby, Applied Digital shall vote, or provide a consent with respect to, all then-outstanding Shares Beneficially Owned by Applied Digital in favor of the Purchase Agreement and the Transactions and (b) Applied Digital shall (at each meeting of stockholders and in connection with each consent solicitation) vote all then-outstanding Shares Beneficially Owned by Applied Digital against, and not provide consents to, (i) any and all Takeover Proposals, and (ii) any and all actions that would reasonably be expected to delay, prevent or frustrate the Transactions or the transactions contemplated by this Agreement or the satisfaction of any of the conditions set forth in Article VI of the Purchase Agreement. Without limiting the foregoing and subject to Section 9 hereto, it is understood that except as and to the extent set forth in clause (a) above, the obligations under this Section 3 shall not be affected by any Adverse Recommendation Change or other recommendation or position of the Seller’s Board of Directors.

     4.  Reasonable Efforts to Cooperate .

          (a) Applied Digital hereby consents to the publication and disclosure in the Proxy Statement (and, as and to the extent otherwise required by securities Laws or the SEC or

securities authorities, any other documents or communications provided by Seller, Purchaser or the Company to any Governmental Entity or to securityholders of the Seller) of Applied Digital’s identity and Beneficial Ownership of the Owned Shares and the nature of Applied Digital’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Seller, a copy of this Agreement. Applied Digital will promptly provide any information reasonably requested by the Company, Seller or Purchaser for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

     5.  Irrevocable Proxy .

          (a) In furtherance of the agreements contained in Section 3 of this Agreement, Applied Digital hereby irrevocably grants to, and appoints, each of Purchaser and each of the executive officers of Purchaser, in their respective capacities as officers of Purchaser, as the case may be, and any individual who shall hereafter succeed to any such office of Purchaser, and each of them individually, Applied Digital’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Applied Digital, to vote all Shares Beneficially Owned by Applied Digital that are outstanding from time to time, to grant or withhold a consent or approval in respect o