Filed by Bowne Pure Compliance



 




Exhibit 10.5




INTELLECTUAL PROPERTY SECURITY AGREEMENT




THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of February
29, 2008, is made by VERICHIP CORPORATION, a Delaware corporation (“Chip”) and XMARK CORPORATION, a
Canada corporation (“Mark”, together with Chip, each a “Grantor” and collectively,
“Grantors”), in favor of LV Administrative Services, Inc., a Delaware corporation, as
administrative and collateral agent for the Purchasers (as defined in the Purchase Agreement
referred to below)(the “Agent”).



WHEREAS, pursuant to that certain Securities Purchase Agreement dated as of the date hereof
(as amended, restated, supplemented and/or otherwise modified from time to time, the “Purchase
Agreement”) by and among the Grantors, the Purchasers party thereto from time to time and the
Agent, the Purchasers have agreed to provide financial accommodations to the Grantors;



WHEREAS, Creditor Parties are willing to enter into the Purchase Agreement, but only upon the
condition, among others, that Grantors shall have executed and delivered to Agent this Agreement;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:




Section 1. DEFINED TERMS.




(a) When used herein the following terms shall have the following meanings:



“Copyrights” means all copyrights arising under the laws of the United States, any
other country or any political subdivision thereof, whether registered or unregistered and whether
published or unpublished, all registrations and recordings thereof, and all applications in
connection therewith, including all registrations, recordings and applications in the United States
Copyright Office, and the right to obtain all renewals of any of the foregoing.



“Copyright Licenses” means all written agreements naming any Grantor as licensor or
licensee granting any right under any Copyright, including the grant of rights to manufacture,
distribute, exploit and sell materials derived from any Copyright.



“Excluded Collateral” has the meaning ascribed to such term in the Master Security
Agreement.



“General Intangibles” shall have the meaning provided thereto in Section 9-102 of the
UCC, as amended, restated or otherwise modified from time to time.



“Master Security Agreement” shall have the meaning provided thereto in Section
5 hereof.



“Obligations” shall have the meaning provided thereto in the Master Security
Agreement.


 


 









 





“Patents” means (a) all letters patent of the United States, any other country or any
political subdivision thereof, and all reissues and extensions of such letters patent, (b) all
applications for letters patent of the United States or any other county and all divisions,
continuations and continuations-in-part thereof, and (c) all rights to obtain any reissues or
extensions of the foregoing.



“Patent Licenses” means all agreements, whether written or oral, providing for the
grant by or to any Grantor of any right to manufacture, use or sell any invention covered in whole
or in part by a Patent.



“Trademarks” means (a) all trademarks, trade names, corporate names, business names,
fictitious business names, trade styles, services marks, logos and other source or business
identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications in connection therewith, whether in
the United States Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or political subdivision thereof, or otherwise, and
all common-law rights thereto, and (b) the right to obtain all renewals thereof.



“Trademark Licenses” means, collectively, each agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark.




“UCC” shall have the meaning provided thereto in the Master Security Agreement.



(b) All capitalized terms used but not otherwise defined herein have the meanings given to
them in the Purchase Agreement.



Section 2. GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure
the complete and timely payment of all the Obligations of the Grantors now or hereafter existing
from time to time, each Grantor hereby grants to Agent, for the ratable benefit of the Creditor
Parties, a continuing first priority security interest in all of Grantor’s right, title and
interest in, to and under the following, whether presently existing or hereafter created or
acquired (collectively, the “Collateral”):




(a) all of its Patents and Patent Licenses to which it is a party including
those referred to on Schedule I hereto;




(b) all of its Trademarks and Trademark Licenses to which it is a party
including those referred to on Schedule II hereto;




(c) all of its Copyrights and Copyright Licenses to which it is a party
including those referred to on Schedule III hereto;




(d) all reissues, continuations or extensions of the foregoing;




(e) all goodwill of the business connected with the use of, and symbolized by,
each Patent, each Patent License, each Trademark, each Trademark License, each
Copyright and each Copyright License; and


 


2









 






(f) all products and proceeds of the foregoing, including, without limitation,
any claim by Grantor against third parties for past, present or future (i)
infringement or dilution of any Patent or Patent licensed under any Patent License,
(ii) injury to the goodwill associated with any Patent or any Patent licensed under
any Patent License, (iii) infringement or dilution of any Trademark or Trademark
licensed under any Trademark License, (iv) injury to the goodwill associated with
any Trademark or any Trademark licensed under any Trademark License, (v)
infringement or dilution of any Copyright or Copyright licensed under any Copyright
License, and (vi) injury to the goodwill associated with any Copyright or any
Copyright licensed under any Copyright License.



Notwithstanding anything contained herein to the contrary, the Collateral shall not include
any Excluded Collateral.



Section 3. REPRESENTATIONS AND WARRANTIES. Each Grantor represents and warrants that
such Grantor does not have any ownership interest in, or title to, any Patent, Trademark or
Copyright except as set forth in Schedule I, Schedule II, Schedule III and
Schedule IV, respectively, hereto. To the best of each Grantor’s knowledge, each Grantor’s
registered Patents, registered Trademarks and registered Copyrights are valid and enforceable, are
solely owned by such Grantor and there is no pending or, to Grantor’s knowledge, threatened claim
that the use of any of them violates the rights of any third person. Subject to any previously
perfected security agreements previously recorded at the U.S. Patent and Trademark Office, this
Agreement is effective to create a valid and continuing lien on and perfected security interests in
favor of Agent, for the ratable benefit of Creditor Parties, in all of each Grantor’s Patents,
Trademarks and Copyrights and such perfected security interests are enforceable as such as against
any and all creditors of, and purchasers from, such Grantor. Upon filing of this Agreement with
the United States Patent and Trademark Office and the United States Copyright Office and the filing
of appropriate financing statements, all action necessary or desirable to protect and perfect
Agent’s Lien on each Grantor’s Patents, Trademarks and Copyrights shall have been duly taken.



Section 4. COVENANTS. Each Grantor covenants and agrees with Agent that from and
after the date of this Agreement:




(a) Such Grantor shall notify Agent promptly if it knows or has reason to know
that any application or registration relating to any Collateral material to its
business may become abandoned (excluding those Trademarks listed on Schedule
IV) or dedicated, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the
United States Patent and Trademark Office, the United States Copyright Office or any
court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its
right to register the same, or to keep and maintain the same.


 


3









 






(b) In no event shall any Grantor, either directly or through any agent,
employee, licensee or designee, file an application for the registration of any
Patent, Trademark or Copyright with the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency
without giving Agent prior written notice thereof, and, upon request of Agent, the
applicable Grantor shall execute and deliver a supplement hereto (in form and
substance satisfactory to Lender) to evidence Agent’s Lien on such Patent, Trademark
or Copyright, and the General Intangibles of such Grantor relating thereto or
represented thereby.




(c) Except for the Trademarks set forth on Schedule IV, with respect to
each Patent and Trademark material to the conduct of its business or operations,
such Grantor shall take all actions necessary or requested by Agent to maintain and
pursue each application, to obtain the relevant registration and to maintain the
registration of each of the Patents or Trademarks (now or hereafter existing),
including the filing of applications for renewal, affidavits of use, affidavits of
noncontestability and opposition and interference and cancellation proceedings.




(d) In the event that any of the Collateral is infringed upon, or
misappropriated or diluted by a third party, such Grantor shall notify Agent
promptly after such Grantor learns thereof. Such Grantor shall, unless it shall
reasonably determine that such Collateral is in no way material to the conduct of
its business or operations, promptly sue for infringement, misappropriation or
dilution and to recover any and all damages for such infringement, misappropriation
or dilution, and shall take such other actions as Agent shall reasonably deem
appropriate under the circumstances to protect such Collateral.



Section 5. MASTER SECURITY AGREEMENT. The security interests granted pursuant to this
Agreement are granted in conjunction with the security interests granted to Agent by Grantors
pursuant to the Master Security Agreement. Each Grantor hereby acknowledges and affirms that the
rights and remedies of Agent with respect to the security interest in the Collateral made and
granted hereby are more fully set forth in the Master Security Agreement, the terms and provisions
of which relating to the such right and remedies are incorporated by reference herein as if fully
set forth herein.



Section 6. REINSTATEMENT. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for the benefit of any
creditor or creditors or should a receiver or trustee be appointed for all or any significant part
of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or
otherwise, all as though such payment or performance had not been made. In the event that any
payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be
reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.


 


4









 





Section 7. INDEMNIFICATION. (A) Each Grantor assumes all responsibility and liability
arising from its use of the Patents, Trademarks and/or Copyrights and each Grantor hereby
indemnifies and holds each Creditor Party harmless from and against any claim, suit, loss, damage
or expense (including reasonable attorneys’ fees) arising out of such Grantor’s operations of its
business from the use of the Patents, Trademarks and/or Copyrights. (B) In any suit, proceeding or
action brought by Agent under any Patent License, Trademark License or Copyright License for any
sum owing thereunder, or to enforce any provisions of such license, each Grantor will indemnify and
keep each Creditor Party harmless from and against all expense, loss or damage suffered by reason
of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the
obligee thereunder, arising out of (i) a breach by such Grantor of any obligation thereunder or
(ii) any other agreement, indebtedness or liability at any time owing to or in favor of such
obligee or its successors from such Grantor (items (i) and (ii) are referred to collectively as
“Affected Obligations”), and all such Affected Obligations of such Grantor shall be and remain
enforceable against and only against such Grantor and shall not be enforceable against any Creditor
Party.



Section 8. NOTICES. Whenever it is provided herein that any notice, demand, request,
consent, approval, declaration or other communication shall or may be given to or served upon any
of the parties by any other party, or whenever any of the parties desires to give and serve upon
any other party any communication with respect to this Agreement, each such notice, demand,
request, consent, approval, declaration or other communication shall be in writing and shall be
given in the manner, and deemed received, as provided for in the Purchase Agreement.



Section 9. TERMINATION OF THIS AGREEMENT. Subject to Section 6 hereof, this
Agreement shall terminate upon payment of the Obligations under the Note in full in immediately
available funds.



Section 10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall constitute one instrument.
It is understood and agreed that if facsimile copies of this Agreement bearing facsimile
signatures are exchanged between the parties hereto, such copies shall in all respects have the
same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if
such signed facsimile copies were original documents bearing original signature.



[Signature Page to Follow]



 


5









 





IN WITNESS WHEREOF, each Grantor has caused this Intellectual Property Security Agreement to
be executed and delivered by its duly authorized officer as of the date first set forth above.



	 	 	 	 	 
	 	VERICHIP CORPORATION

 	 
	 	By:  	/s/ William J. Caragol
 	 
	 	 	Name:  	William J. Caragol 	 
	 	 	Title:  	President and Chief Financial Officer 	 
	 
	 	XMARK CORPORATION

 	 
	 	By:  	/s/ William J. Caragol
 	 
	 	 	Name:  	William J. Caragol 	 
	 	 	Title:  	Chief Financial Officer and Secretary 	 
	 



	 	 	 	 	 
	ACCEPTED and ACKNOWLEDGED by:	 	 
	 
	 	 	 	 
	LV ADMINISTRATIVE SERVICES, INC., 
as Agent	 	 
	 
	 	 	 	 
	By:

	 	/s/ Scott Bluestein
 

Name: Scott Bluestein
	 	 
	 

	 	Title: Authorized Signatory	 	 





signature page to

intellectual property

security agreement


 









 





SCHEDULE I

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




I. GRANTOR PATENT REGISTRATIONS




	 	 	 	 	 
	Patent	 	Reg. No.	 	Issue/Reg. Date
	Asset Security Tag
	 	US Patent No. 6,137,414
	 	October 24, 2000
	Fibre Optic Security and
Communications Link
	 	Canadian Patent No.
2,055,266
	 	March 14, 2000
	Fibre Optic Security
and Communications
Link
	 	US Patent No. 5,374,921
	 	December 20, 1994
	 Method of Detecting
Objects Within Range
of a Receiver

	 	US Patent No. 6,727,810
	 	April 27, 2004
	Multiple Conductor
Security Tag
	 	US Patent No. 5,977,877
	 	November 2, 1999
	Tag and System for
Patient Safety
Monitoring
	 	US Patent No. 6,144,303
	 	November 7, 2000
	Tag and System for
Patient Safety
Monitoring
	 	Canadian Patent No.
2,260,577
	 	July 23, 2002
	Tag System With
Anti-Collision
Features
	 	US Patent No. 6,456,191
	 	September 24, 2002
	Tag System With
Anti-Collision
Features
	 	Canadian Patent No.
2,266,337
	 	June 8, 2004
	Transceiver Enclosure
	 	US Design Patent No.
D414,178
	 	September 21, 1999
	Transceiver Enclosure
	 	US Design Patent No.
D417,667
	 	December 14, 1999
	Associated Articles
Identifying System
	 	ATE 310296 (Austria)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	CH 1362335 (Switzerland)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	DE 60115096 (Germany)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	ES 1362335 (Spain)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	FR 1362335 (France)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	GB 1362335 (United
Kingdom)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	IE 1362335 (Ireland)	 	November 16, 2005
	Associated Articles
Identifying System
	 	IT 83335/BE06 (Italy)
	 	November 16, 2005
	Associated Articles
Identifying System
	 	US Patent No. 6,977,586
	 	December 20, 2005
	Asset Location System
	 	US Patent No. 7,116,230
	 	October 3, 2006
	A Method of Detecting
Objects Within Range
of a Receiver


	 	Canadian Patent No.
2,299,053
	 	February 5, 2008
	Multiple Conductor
Security Tag
	 	Canadian Patent No.
2,271,925
	 	February 5, 2008





 


 









 







II. GRANTOR PATENT APPLICATIONS




	 	 	 	 	 
	Patent	 	Reg. No.	 	Date
	Asset Location System
	 	Canadian Patent
Application

No. 2,473,983
	 	July 14, 2004
	An Asset Security Tag
	 	Canadian Patent
Application
No. 2,254,832
	 	November 30, 1998
	Associated Articles
Identifying System


	 	Canadian Patent
Application
No. 2,436,798
	 	February 13, 2001
	Multiple Conductor
Security Tag
	 	Canadian Patent
Application
No. 2,596,458
	 	May 14, 1999






III. MATERIAL PATENT LICENSES




	 	 	 	 	 
	Patent	 	Reg. No.	 	Date
	Tag for Use with Personal
Monitoring System(1)
	 	US Patent No. 4,952,913
	 	August 28, 1990
	Tag for Use with Personal
Monitoring System(1)
	 	US Patent No. 4,885,571
	 	December 5, 1989
	Tag for Use with Personal
Monitoring System(1)
	 	Canadian Patent No.
1,299,660
	 	April 28, 1992
	
Tag for Use with Personal
Monitoring System(1)
	 	New Zealand Patent No.
219,982
	 	April 14, 1987
	Programmable Channel Search
Reader(2)
	 	US Patent No. 5,952,935
	 	September 14, 1999
	Syringe-Implantable
Identification Transponder(2)(3)
	 	US Patent No. 5,211,129
	 	May 18, 1993
	Passive Integrated Transponder
with Unitary Antenna Core(2)
	 	US Patent No. 6,400,338
	 	June 4, 2002
	US2002/0154065 A1(2)
	 	Continuation of
Passive Integrated
Transponder with
Unitary Antenna Core	 	 








			
	 
	(1)	 	BI Patent License Agreement dated as of March 6, 2000, as amended, between BI Incorporated and
Instantel Inc.

	 
	(2)	 	Amended and Restated Supply, License and Development Agreement dated December 27, 2005, as
amended, between VeriChip Corporation and Digital Angel Corporation

	 
	(3)	 	Patent expires in April 2008.




 


2









 









SCHEDULE II 

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




I. GRANTOR TRADEMARK REGISTRATIONS




	 	 	 	 	 	 	 
	REG. NO.	 	MARK	 	COUNTRY	 	REG DATE
	 
	2650018

	 	ASSETRAC
	 	United States
	 	12-Nov-2002
	 
	 	 	 	 	 	 
	TMA596,013

	 	ASSETRAC
	 	Canada
	 	28-Nov-2003
	 
	 	 	 	 	 	 
	1628968

	 	BLASTMATE
	 	United States
	 	25-Dec-1990
	 
	 	 	 	 	 	 
	TMA347,303

	 	BLASTMATE
	 	Canada
	 	28-Oct-1988
	 
	 	 	 	 	 	 
	1697379

	 	BLASTWARE
	 	United States
	 	30-Jun-1992
	 
	 	 	 	 	 	 
	TMA364,522

	 	BLASTWARE
	 	Canada
	 	19-Jan-1990
	 
	 	 	 	 	 	 
	2768516

	 	EXI
	 	United States
	 	30-Sep-2003
	 
	 	 	 	 	 	 
	TMA552,196

	 	EXI
	 	Canada
	 	10-Oct-2001
	 
	 	 	 	 	 	 
	2292993

	 	FINDIT
	 	United States
	 	16-Nov-1999
	 
	 	 	 	 	 	 
	TMA465,572

	 	FINDIT
	 	Canada
	 	1-Nov-1996
	 
	 	 	 	 	 	 
	2833540

	 	HEARTBEAT
	 	United States
	 	20-Apr-2004






 


3









 







	 	 	 	 	 	 	 
	REG. NO.	 	MARK	 	COUNTRY	 	REG DATE
	 
	TMA582,108

	 	HEARTBEAT
	 	Canada
	 	22-May-2003
	 
	 	 	 	 	 	 
	2390878

	 	HUGS
	 	United States
	 	3-Oct-2000
	 
	 	 	 	 	 	 
	TMA518,570

	 	HUGS
	 	Canada
	 	22-Oct-1999
	 
	 	 	 	 	 	 
	1637432

	 	INSTANTEL
	 	United States
	 	12-Mar-1991
	 
	 	 	 	 	 	 
	TMA371,010

	 	INSTANTEL
	 	Canada
	 	20-Jul-1990
	 
	 	 	 	 	 	 
	2833459

	 	KEEPIT
	 	United States
	 	20-Apr-2004
	 
	 	 	 	 	 	 
	TMA580,218

	 	KEEPIT
	 	Canada
	 	30-Apr-2003
	 
	 	 	 	 	 	 
	2844176

	 	KISSES
	 	United States
	 	25-May-2004
	 
	 	 	 	 	 	 
	2,963,817

	 	MINIMATE
	 	United States
	 	28-Jun-2005
	 
	 	 	 	 	 	 
	2901382

	 	MYCALL
	 	United States
	 	9-Nov-2004
	 
	 	 	 	 	 	 
	TMA485,797

	 	MYCALL
	 	Canada
	 	19-Nov-1997
	 
	 	 	 	 	 	 
	1816759

	 	ROAMALERT
	 	United States
	 	18-Jan-1994
	 
	 	 	 	 	 	 
	TMA428,843

	 	WATCHMATE
	 	Canada
	 	17-Jun-1994
	 

	1823615

	 	WATCHMATE
	 	United States
	 	22-Feb-1994






 


4









 





	 	 	 	 	 	 	 
	REG. NO.	 	MARK	 	COUNTRY	 	REG DATE
	 
	2,940,393

	 	XMARK
	 	United States
	 	12-Apr-2005
	 
	 	 	 	 	 	 
	TMA606103

	 	XMARK
	 	Canada
	 	24-Mar-2004
	 
	 	 	 	 	 	 
	339.174

	 	VERIMED
	 	Colombia
	 	08/13/2007
	 
	 	 	 	 	 	 
	003542271

	 	VERIMED
	 	CTM (European Union)
	 	04/05/2005
	 
	 	 	 	 	 	 
	831309

	 	VERIMED
	 	Mexico
	 	04/20/2004
	 
	 	 	 	 	 	 
	339.172

	 	VERIGUARD
	 	Colombia
	 	08/13/2007
	 
	 	 	 	 	 	 
	003574233

	 	VERIGUARD
	 	CTM (European Union)
	 	12/08/2003
	 
	 	 	 	 	 	 
	831307

	 	VERIGUARD
	 	Mexico
	 	04/20/2004
	 
	 	 	 	 	 	 
	003574167

	 	VERIPAY
	 	CTM (European Union)
	 	12/08/2003
	 
	 	 	 	 	 	 
	831308

	 	VERIPAY
	 	Mexico
	 	04/20/2004
	 
	 	 	 	 	 	 
	648,478

	 	VERICHIP
	 	Canada
	 	09/20/2005
	 
	 	 	 	 	 	 
	680.295

	 	VERICHIP
	 	Chile
	 	03/16/2004
	 
	 	 	 	 	 	 
	3538381

	 	VERICHIP
	 	China
	 	01/07/2006






 


5









 





	 	 	 	 	 	 	 
	REG. NO.	 	MARK	 	COUNTRY	 	REG DATE
	 
	319089

	 	VERICHIP
	 	Colombia
	 	07/12/2006
	 
	 	 	 	 	 	 
	002912319

	 	VERICHIP
	 	CTM (European Union)
	 	04/24/2004
	 
	 	 	 	 	 	 
	23971

	 	VERICHIP
	 	Ecuador
	 	06/24/2003
	 
	 	 	 	 	 	 
	611263

	 	VERICHIP
	 	Korea
	 	03/14/2005
	 
	 	 	 	 	 	 
	790076

	 	VERICHIP
	 	Mexico
	 	04/30/2003
	 
	 	 	 	 	 	 
	288421

	 	VERICHIP
	 	Russia
	 	05/05/2005
	 
	 	 	 	 	 	 
	519350

	 	VERICHIP
	 	Switzerland
	 	03/18/2004
	 
	 	 	 	 	 	 
	01091002

	 	VERICHIP
	 	Taiwan
	 	04/01/2004
	 
	 	 	 	 	 	 
	P-273400

	 	VERICHIP
	 	Venezuela
	 	09/04/2006
	 
	 	 	 	 	 	 
	2,772,634

	 	GET CHIPPED
	 	United States
	 	10/07/2003
	 
	 	 	 	 	 	 
	2,807,427

	 	VERIPASS
	 	United States
	 	01/20/2004
	 
	 	 	 	 	 	 
	2,679,587

	 	ECO-LITE
	 	United States
	 	01/28/2003





 


6









 





II. GRANTOR TRADEMARK APPLICATIONS




	 	 	 	 	 	 	 
	APPLICATION	 	 	 	 	 	APPLICATION
	NUMBER	 	MARK	 	COUNTRY	 	DATE
	 
	3394905

	 	INSTANTEL
	 	EU
	 	10/09/2003
	 
	 	 	 	 	 	 
	826230733

	 	VERIMED
	 	Brazil
	 	12/09/2003
	 
	 	 	 	 	 	 
	78/259979

	 	VERIMED
	 	United States
	 	06/09/2003
	 
	 	 	 	 	 	 
	826059325

	 	VERIGUARD
	 	Brazil
	 	11/14/2003
	 
	 	 	 	 	 	 
	78/598039

	 	VERIGUARD
	 	United States
	 	03/30/2005
	 
	 	 	 	 	 	 
	826113800

	 	VERIPAY
	 	Brazil
	 	12/09/2003
	 
	 	 	 	 	 	 
	78/260027

	 	VERIPAY
	 	United States
	 	06/09/2003
	 
	 	 	 	 	 	 
	826059317

	 	VERIKID
	 	Brazil
	 	11/14/2003
	 
	 	 	 	 	 	 
	78/309237

	 	VERIKID
	 	United States
	 	10/03/2003
	 
	 	 	 	 	 	 
	2.425.463

	 	VERICHIP
	 	Argentina
	 	04/16/2003
	 
	 	 	 	 	 	 
	825387060

	 	VERICHIP
	 	Brazil
	 	03/10/2003
	 
	 	 	 	 	 	 
	2004-00069

	 	VERICHIP
	 	South Africa
	 	01/05/2004
	 
	 	 	 	 	 	 
	78/099039

	 	VERICHIP
	 	United States
	 	12/19/2001
	 
	 	 	 	 	 	 
	78/882482

	 	VERITRACE
	 	United States
	 	05/12/2006






III. MATERIAL TRADEMARK LICENSES – N/A




	 	 	 	 	 	 	 
	REG. NO.	 	MARK	 	COUNTRY	 	REG. DATE
	 
	 	 	 	 	 	 





Trademark Assignment Agreement dated December 21, 2006 between Applied Digital Solutions, Inc. and
VeriChip Corporation




 


7









 







SCHEDULE III

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT




I. GRANTOR COPYRIGHT REGISTRATIONS – N/A




	 	 	 	 	 
	Copyright	 	Reg. No.	 	Date
	 
	 	 	 	 






II. GRANTOR COPYRIGHT APPLICATIONS – N/A




	 	 	 	 	 
	Copyright	 	Reg. No.	 	Date
	 
	 	 	 	 






III. MATERIAL COPYRIGHT LICENSES – N/A




	 	 	 	 	 
	Copyright	 	Reg. No.	 	Date
	 
	 	 	 	 





 


8









 





SCHEDULE IV

TO

INTELLECTUAL PROPERTY SECURITY AGREEMENT



The following Trademarks have been abandoned by the Grantors:




	 	 	 	 	 
	REG./APPLICATION NO.	 	MARK	 	COUNTRY
	 
	 	 	 	 
	TMA568,111

	 	E-LINK ENABLED
	 	Canada
	 
	 	 	 	 
	TMA559,903

	 	ECO-LITE
	 	Canada
	 
	 	 	 	 
	TMA511,093

	 	PERCEPTIS
	 	Canada
	 
	 	 	 	 
	TMA664,993

	 	ROAM@HOME
	 	Canada
	 
	 	 	 	 
	TMA435,529

	 	BLASTER’S TOOL BOX
	 	Canada
	 
	 	 	 	 
	TMA447,659

	 	WATCHIT
	 	Canada
	 
	 	 	 	 
	77/204734

	 	EVITRACE
	 	United States







 


9