AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
This AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “ Agreement ”), dated as of
December 21, 2006, is entered into between Applied Digital Solutions, Inc., a Missouri corporation (“ ADSX ”), and VeriChip
Corporation, a Delaware corporation (“ VeriChip ”; references to VeriChip in this Agreement shall include VeriChip’s direct and
indirect subsidiary companies).
A. ADSX and VeriChip are parties to a Transition Services Agreement, dated December 27, 2005 (the “Original
Agreement”) providing for ADSX’s provision to VeriChip of transition services.
B. ADSX and VeriChip desire to amend and restate the Original Agreement to reflect the terms and conditions set forth
herein, with the terms hereof superseding the terms of the Original Agreement.
C. ADSX and VeriChip desire that this Amended and Restated Transition Services Agreement become effective as of the
date of completion of VeriChip’s initial public offering (the “ Offering ”) of securities (the “ Effective Date ”), at which time
VeriChip will pay to ADSX, out of the net proceeds of the Offering, the amounts due and payable under the terms of the
Original Agreement, which VeriChip acknowledges have been added to VeriChip’s indebtedness under the terms of the separate
loan agreement between the parties.
In consideration of the mutual covenants contained herein, together with other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Services and Compensation.
1.1 Transition Services . During the Term (as defined below), ADSX shall provide or cause to be provided to VeriChip
certain administrative services that ADSX has provided to VeriChip prior to December 27, 2005 (i.e., the effective date of the
Original Agreement) and ADSX shall pay certain expenses, in each case as requested from time to time by VeriChip. These
services and payment of expens