2. No Inconsistent Agreements. Each of the Parties hereby covenants and agrees that,except as contemplated by this Agreement, it/he (a) has not entered into, and shall not enter intoat any time while this Agreement remains in effect, any voting agreement or voting trust withrespect to the Shares and (b) has not granted, and shall not grant at any time while this Agreementremains in effect, a proxy or power of attorney with respect to the Shares, in either case, whichis inconsistent with their obligations pursuant to this Agreement.3. Representations and Warranties of the Parties. Each of the Parties herebyrepresents and warrants to Silverman as follows:(a) Ownership of Securities.(i) As of the date of this Agreement, (i) R&R directly owns the R&R Shares, (ii) R&R is,directly or indirectly, the sole record holder of the R&R Shares, free and clear of all liens orencumbrances (other than encumbrances created by those certain Stock Loan Agreements dated as ofSeptember 29, 2009, October 8, 2009, October 21, 2009, and any additional Stock Loan Agreementsthat are entered into, from time to time, between R&R and Optimus Capital Partners, LLC, a Delawarelimited liability company (collectively, the “Stock Loan Agreements”)) and (iii) R&R, directly orindirectly, has sole voting power with respect to all R&R Shares, with no restrictions (other thanthose created by this Agreement and the Stock Loan Agreements), subject to applicable state orfederal securities laws on their rights of disposition pertaining thereto. Nothing herein shallrequire any purchaser of R&R Shares to vote the R&R Shares in accordance with this Agreement. R&Rhas not appointed or granted any proxy that is still in effect with respect to the R&R Shares.(ii) As of the date of this Agreement, (i) Caragol directly owns the Caragol Shares, (ii)Caragol is, directly or indirectly, the sole record holder of the Caragol Shares, free and clear ofall liens or encumbrances and (iii) Caragol, directly or indirectly, has sole voting power withrespect to all Caragol Shares, with no restrictions (other than those created by this Agreement),subject to applicable state or federal securities laws on their rights of disposition pertainingthereto. Nothing herein shall require any purchaser of Caragol Shares to vote the Caragol Shares inaccordance with this Agreement. Caragol has not appointed or granted any proxy that is still ineffect with respect to the Caragol Shares.(iii) As of the date of this Agreement, (i) Shaw directly owns the Shaw Shares, (ii) Shaw is,directly or indirectly, the sole record holder of the Shaw Shares, free and clear of all liens orencumbrances and (iii) Shaw, directly or indirectly, has sole voting power with respect to all ShawShares, with no restrictions (other than those created by this Agreement), subject to applicablestate or federal securities laws on their rights of disposition pertaining thereto. Nothing hereinshall require any purchaser of Shaw Shares to vote the Shaw Shares in accordance with thisAgreement. Shaw has not appointed or granted any proxy that is still in effect with respect to theShaw Shares.(iv) As of the date of this Agreement, (i) Blue Moon directly owns the Blue Moon Shares, (ii)Blue Moon is, directly or indirectly, the sole record holder of the Blue Moon Shares, free andclear of all liens or encumbrances and (iii) Blue Moon, directly or indirectly, has sole votingpower with respect to all Blue Moon Shares, with no restrictions (other than those created by thisAgreement), subject to applicable state or federal securities laws on their rights of dispositionpertaining thereto. Nothing herein shall require any purchaser of Blue Moon Shares to vote the BlueMoon Shares in accordance with this Agreement. Blue Moon has not appointed or granted any proxythat is still in effect with respect to the Blue Moon Shares.
 
 

 
(b) Existence, Power; Binding Agreement. Each of R&R and Blue Moon is duly organized,formed or created, validly existing and in good standing under the laws of the jurisdiction of itsorganization, has all requisite power and authority to execute and deliver this Agreement, toperform its obligations hereunder and to consummate the transactions contemplated hereby, and allnecessary corporate or other entity action on behalf of R&R and Blue Moon have been taken toauthorize this Agreement to be entered into on behalf of and to be performed by R&R and Blue Moon.This Agreement has been duly and validly executed and delivered by the Parties and, assuming dueauthorization, execution and delivery by Silverman, constitutes a legal, valid and bindingobligation of the Parties, enforceable against the Parties in accordance with its terms, except aslimited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or othersimilar laws relating to creditors’ rights generally and (b) general principles of equity, whethersuch enforceability is considered in a proceeding in equity or at law.(c) No Conflicts. Except for the applicable requirements of the Securities ExchangeAct of 1934, as amended, (i) no filing with, and no permit, authorization, consent or approval of,any state, federal or foreign governmental authority is necessary on the part of the Parties forthe execution and delivery of this Agreement by the Parties and the consummation by the Parties ofthe transactions contemplated hereby and (ii) none of the execution and delivery of this Agreementby the Parties, the consummation by the Parties of the transactions contemplated hereby orcompliance by the Parties with any of the provisions hereof will (A) result in any breach orviolation of, or constitute a default (or an event which, with notice or lapse of time or both,would become a default) under, or give to others any rights of termination, amendment, accelerationor cancellation of, or result in the creation of a lien on any property or asset of the Partiespursuant to, any contract to which any of the Parties is a party or by which any property or assetof the Parties is bound or affected or (B) violate any order, writ, injunction, decree, statute,rule or regulation applicable to the Parties or any of its/his properties or assets, except in thecase of (A) or (B) for violations, breaches or defaults that would not in the aggregate materiallyimpair the ability of the Parties to perform its/his obligations hereunder.4. Certain Covenants. Each of the Parties hereby covenant and agree, while thisAgreement is in effect pursuant to Section 1(a) hereof, to promptly notify Silverman of the numberof any new shares of the Company’s common stock that each of the Parties acquires actual ownershipof after the date hereof, and that any such shares of common stock shall be treated like the Shareshereunder.5. Further Assurances. From time to time, at the other party’s request and withoutfurther consideration, each party hereto shall take such reasonable further action as mayreasonably be necessary or desirable to consummate and make effective the transactions contemplatedby this Agreement.7. Amendment. Any term of this Agreement may be amended, terminated or waived onlywith the written consent of Silverman and the Parties. No delay or omission to exercise any right,power or remedy accruing to any party under this Agreement, upon any breach or default of any otherparty under this Agreement, shall impair any such right, power or remedy of such non-breaching ornon-defaulting party nor shall it be construed to be a waiver of any such breach or default, or anacquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall anywaiver of any single breach or default be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind orcharacter on the part of any party of any breach or default under this Agreement, or any waiver onthe part of any party of any provisions or conditions of this Agreement, must be in writing andshall be effective only to the extent specifically set forth in such writing. All remedies, eitherunder this Agreement or by law or otherwise afforded to any party, shall be cumulative and notalternative.
 
 

 
8. Notices. All notices and other communications given or made pursuant to thisAgreement shall be in writing and shall be deemed effectively given upon the earlier of actualreceipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronicmail or facsimilie during normal business hours of the recipient, and if not sent during normalbusiness hours, then on the recipient’s next business day, or (c) one (1) business day afterdeposit with an internationally recognized overnight courier, freight prepaid, specifying nextbusiness day delivery, with written verification of receipt. All communications shall be sent tothe respective parties at their address as set forth in this Section 8, or to such electronic mailaddress, facsimile number or address as subsequently modified by written notice given in accordancewith this Section 8. If notice is given to Silverman or R&R by electronic mail it shall be sent tossilverman@verichipcorp.com, if given to Caragol or Blue Moon by electronic mail it shall be sentto bcaragol@verichipcorp.com, and if given to Shaw by electronic mail it shall be sent tojaredshaw@aol.com. If notice is given by mail to Silverman or any of the Parties, it shall be sentto VeriChip Corporation, 1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445.9. Severability. The invalidity or unenforceability of any provision hereof shall inno way affect the validity or enforceability of any other provision.10. Entire Agreement; Assignment. This Agreement (a) constitutes the full and entireunderstanding and agreement between the parties with respect to the subject matter hereof, and anyother written or oral agreement relating to the subject matter hereof existing between the partiesare expressly canceled and (b) shall not be assigned by operation of law or otherwise.11. Specific Performance. The parties agree that irreparable damage would occur in theevent that any of the provisions of this Agreement were not performed inaccordance with their specific terms or were otherwise breached. It is accordingly agreed thatthe parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreementand to enforce specifically the terms and provisions of this Agreement, this being in addition toany other remedy to which they are entitled at law or in equity.12. Governing Law. This Agreement and any controversy arising out of or relating tothis Agreement shall be governed by and construed in accordance with the laws of the State ofFlorida without regard to conflict of law principles that would result in the application of anylaw other than the law of the State of Florida.13. Headings. The descriptive headings contained in this Agreement are included forconvenience of reference only and shall not affect in any way the meaning or interpretation of thisAgreement.14. Counterparts. This Agreement may be executed and delivered by facsimile signatureand in two (2) or more counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.(Remainder of page intentionally left blank; signature page follows)
 
 

 
IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date firstwritten above.                  /s/ Scott R. Silverman   Scott R. Silverman                  /s/ William J. Caragol   William J. Caragol                  /s/ Jared Shaw   Jared Shaw    R & R Consulting Partners, LLC