Filed by Bowne Pure Compliance



 




Exhibit 10.4




STOCK PLEDGE AGREEMENT




This Stock Pledge Agreement (this “Agreement”), dated as of February 29, 2008, among
LV ADMINISTRATIVE SERVICES INC., as administrative and collateral agent for the Creditor Parties
(as defined below) (the “Pledgee”), VERICHIP CORPORATION, a Delaware corporation
(“VeriChip”), XMARK CORPORATION, a Canada corporation (“Xmark” together with
VeriChip, each a “Company” and collectively, the “Companies”), and each of the
other parties that become a party hereto pursuant to Section 16(h) (the Companies and each such
other undersigned party, a “Pledgor” and collectively, the “Pledgors”).



BACKGROUND




The Companies have entered into a Securities Purchase Agreement, dated as of the date hereof
(as amended, modified, restated or supplemented from time to time, the “Securities Purchase
Agreement”), pursuant to which the Creditor Parties (as defined in the Securities Purchase
Agreement) will provide certain financial accommodations to the Companies.



In order to induce the Creditor Parties to provide or continue to provide the financial
accommodations described in the Securities Purchase Agreement, each Pledgor has agreed to pledge
and grant a security interest in the collateral described herein to the Pledgee, for the ratable
benefit of the Creditor Parties, on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto agree as follows:



1. Defined Terms. All capitalized terms used herein which are not defined shall have
the meanings given to them in the Securities Purchase Agreement.



2. Pledge and Grant of Security Interest. To secure the full and punctual payment and
performance of (the following clauses (a) and (b), collectively, the “Obligations”) (a) all
obligations owing to Pledgee and the other Creditor Parties under the Securities Purchase Agreement
and the Related Agreements referred to in the Securities Purchase Agreement (the Securities
Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or
supplemented from time to time, collectively, the “Documents”) and (b) all other
obligations and liabilities of each Pledgor to the Pledgee and the other Creditor Parties whether
now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement,
guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity,
regularity or enforceability of such Obligations, or of any instrument evidencing any of the
Obligations or of any collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of such in any case
commenced by or against any Pledgor under Title 11, United States Code (or any comparable statute
of any other relevant jurisdiction), including, without limitation, obligations of each Pledgor for
post-petition interest, fees, costs and charges that would have accrued or been added to the
Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns,
hypothecates, transfers and grants a security interest to the Pledgee, for the ratable
benefit of the Creditor Parties, in all of its right, title and interest in and to the
following (the “Collateral”):


 


 









 





(a) the shares of stock or other equity interests set forth on Schedule A annexed
hereto and expressly made a part hereof (together with any additional shares of stock or other
equity interests acquired by any Pledgor, the “Pledged Stock”), the certificates
representing the Pledged Stock and all dividends, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all of the Pledged Stock;



(b) all additional shares of stock or other equity interests of any issuer (each, an
“Issuer”) of the Pledged Stock from time to time acquired by any Pledgor in any manner,
including, without limitation, stock dividends or a distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets, combination of
shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the
Collateral), and the certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such shares; and



(c) all options and rights, whether as an addition to, in substitution of or in exchange for
any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or in exchange for
any or all such options and rights.



3. Delivery of Collateral. All certificates representing or evidencing the Pledged
Stock shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall be
accompanied by duly executed instruments of transfer or assignments in blank, all in form and
substance satisfactory to the Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by
the Pledgee to deliver any certificates, instruments or other distributions issued in connection
with the Collateral directly to the Pledgee, in each case to be held by the Pledgee, subject to the
terms hereof. Upon the occurrence and during the continuance of an Event of Default (as defined
below) and to the extent permitted by applicable law, the Pledgee shall have the right, during such
time in its discretion and without notice to the Pledgor, to transfer to or to register in the name
of the Pledgee or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee
shall have the right at such time to exchange certificates or instruments representing or
evidencing Pledged Stock for certificates or instruments of smaller or larger denominations.



4. Representations and Warranties of the Pledgors. Except as set forth in the
disclosure schedules to the Securities Purchase Agreement or in the Exchange Act Filings with
respect to those representations and warranties set forth below that have parallel representations
and warranties set forth in the Securities Purchase Agreement which permit exceptions as set forth
in the disclosure schedules and/or the Exchange Act Filings, each Pledgor represents and warrants
to the Pledgee that:



(a) the execution, delivery and performance by such Pledgor of this Agreement and the pledge
of the Collateral hereunder do not and will not result in any violation of any agreement,
indenture, instrument, license, judgment, decree, order, law, statute, ordinance
or other governmental rule or regulation applicable to such Pledgor which violation has or
could reasonably be expected to have, either individually or in the aggregate, a Material Adverse
Effect;


 


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(b) this Agreement constitutes the legal, valid, and binding obligation of each Pledgor
enforceable against such Pledgor in accordance with its terms, except:




(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other laws of general application affecting enforcement of creditors’ rights; and




(ii) as limited by general principles of equity that restrict the availability of
equitable or legal remedies;



(c) (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and
(ii) each Pledgor is the legal and beneficial owner of the Pledged Stock as set forth on
Schedule A;



(d) all of the shares of the Pledged Stock have been duly authorized, validly issued and are
fully paid and non-assessable;



(e) no consent or approval of any person, corporation, governmental body, regulatory authority
or other entity, is or will be necessary for (i) the execution, delivery and performance of this
Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii)
the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;



(f) there are no pending or, to each of Pledgor’s knowledge, threatened actions or proceedings
before any court, judicial body, administrative agency or arbitrator which would have, or could
reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect
on the Collateral;



(g) each Pledgor has the requisite power and authority to enter into this Agreement and to
pledge and assign the Collateral to the Pledgee, for the ratable benefit of the Creditor Parties,
in accordance with the terms of this Agreement;



(i) each Pledgor owns each item of the Collateral and the Collateral shall be, immediately
following the closing of the transactions contemplated by the Documents, free and clear of any
other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset
or encumbrance whatsoever (collectively, “Liens”), other than Permitted Encumbrances;



(h) there are no restrictions on transfer of the Pledged Stock contained in the certificate of
incorporation or by-laws (or equivalent organizational documents) of the Issuer or otherwise which
have not otherwise been enforceably and legally waived or consented to by the necessary parties;
and


 


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(i) none of the Pledged Stock has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which such issuance or
transfer may be subject.



5. Covenants. Each Pledgor covenants that, until the Obligations shall be
indefeasibly satisfied in full:



(a) Such Pledgor will not sell, assign, transfer, convey, or otherwise dispose of its rights
in or to the Collateral or any interest therein; nor will such Pledgor create, incur or permit to
exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than
that created hereby.



(b) Such Pledgor will, at its expense, defend the Pledgee’s right, title and security interest
in and to the Collateral against the claims of any other party.



(c) Such Pledgor shall at any time, and from time to time, upon the written request of the
Pledgee, execute and deliver such further documents and do such further acts and things as the
Pledgee may reasonably request in order to effectuate the purposes of this Agreement including, but
without limitation, delivering to the Pledgee, upon the occurrence of an Event of Default,
irrevocable proxies in respect of the Collateral in form satisfactory to the Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing beyond any applicable
grace period, this Agreement shall constitute such Pledgor’s proxy to the Pledgee or its nominee to
vote all shares of Collateral then registered in such Pledgor’s name.



(d) Notwithstanding anything to the contrary in this Agreement, each Pledgor expressly
acknowledges and agrees that all dividends and distributions declared by any Issuer in respect of
the Collateral and otherwise payable to such Pledgor shall be applied toward prepayment of the
Notes, and such Pledgor shall not receive any such dividends or distributions, except to the extent
necessary to satisfy such Pledgor’s income tax obligations with respect thereto. No Pledgor will
consent to or approve the issuance of (i) any additional shares of any class of capital stock or
other equity interests of any Issuer; or (ii) any securities convertible either voluntarily by the
holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition
into, or any securities exchangeable for, any such shares, unless, in either case such capital
stock issued or issuable to such Pledgor as a result of such transaction are pledged and delivered
to Pledgee as Collateral pursuant to this Agreement in such proportion as shall be determined by
multiplying the amount of Pledged Stock of such Issuer by a fraction, the numerator of which shall
be the number of shares of capital stock of such Issuer pledged to Pledgee hereunder immediately
prior to such event and the denominator of which shall be the number of shares of Common Stock of
such issuer issued or issuable to such Pledgor immediately after such event. The product so
obtained shall thereafter be the number of additional shares of such Issuer’s capital stock that
shall immediately be pledged and delivered to Pledgee as additional Pledged Stock and Collateral
pursuant to this Agreement.


 


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6. Voting Rights and Dividends.



(a) So long as no Event of Default occurs and remains continuing:




(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Collateral, or any part thereof, for any purpose not inconsistent
with the terms of this Agreement; provided, however, without the prior
written consent of the Pledgee, that such Pledgor shall not exercise, or shall refrain from
exercising, any such right if it would result in an Event of Default. Following the
occurrence of an Event of Default, all rights of each Pledgor to vote and to give consents,
waivers and ratifications in respect of the Collateral shall cease.




(ii) Any and all dividends or distributions declared in respect of the Collateral shall
be applied toward payment of the Notes.



(b) In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an
Event of Default shall have occurred and be continuing, beyond any applicable cure period, the
Pledgee shall (i) be entitled to vote the Collateral, (ii) be entitled to give consents, waivers
and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and
appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of such
Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash
dividends paid on the Collateral. Unless and until there shall have occurred and be continuing an
Event of Default, each Pledgor shall be permitted to exercise or refrain from exercising any voting
rights or other powers; provided that, in each case, no vote shall be cast or any consent, waiver
or ratification given or any action taken or omitted to be taken if, in the reasonable judgment of
the Pledgee, such action would have a material adverse effect on the value of the Collateral or any
part thereof; and, provided, further, that such Pledgor shall give at least five
(5) days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons
for refraining from exercising, any voting rights or other powers other than with respect to any
election of directors and voting with respect to any incidental matters. Following the occurrence
of an Event of Default, all rights of each Pledgor to vote and to give consents, waivers and
ratifications shall cease and all dividends and all other distributions in respect of any of the
Collateral, shall be delivered to the Pledgee to hold as Collateral and shall, if received by any
Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property
or funds of any other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same
form as so received (with any necessary endorsement).



7. Event of Default. An “Event of Default” under this Agreement shall occur
upon the happening of any of the following events:



(a) An “Event of Default” under the Documents shall have occurred and be continuing
beyond any applicable cure period;



(b) Any representation or warranty of the Pledgors made herein, in the Securities Purchase
Agreement or the Notes shall be false or misleading in any material respect as of the date hereof
or as the date made if such date is not the date hereof;



(c) Any portion of the Collateral is subjected to a material post-judgment levy of execution,
attachment, distraint or other judicial process or any portion of the Collateral is the subject of
a claim (other than by the Pledgee) of a Lien or other right or interest in or to the
Collateral and such levy or claim shall not be cured, disputed or stayed within a period of
thirty (30) business days after the occurrence thereof; or


 


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(d) Any Pledgor shall (i) apply for, consent to, or suffer to exist the appointment of, or the
taking of possession by, a receiver, custodian, trustee, liquidator or other fiduciary of itself or
of all or a substantial part of its property, (ii) make a general assignment for the benefit of
creditors, (iii) commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to
take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to
have dismissed, within thirty (30) days, any petition filed against it in any involuntary case
under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the
foregoing.



8. Remedies. In case an Event of Default shall have occurred and is continuing, the
Pledgee may:



(a) Transfer any or all of the Collateral into its name, or into the name of its nominee or
nominees;



(b) Exercise all corporate rights with respect to the Collateral including, without
limitation, all rights of conversion, exchange, subscription or any other rights, privileges or
options pertaining to any shares of the Collateral as if it were the absolute owner thereof,
including, but without limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment
of the Issuer thereof, or upon the exercise by such Issuer of any right, privilege or option
pertaining to any of the Collateral, and, in connection therewith, to deposit and deliver any and
all of the Collateral with any committee, depository, transfer agent, registrar or other designated
agent upon such terms and conditions as it may determine, all without liability except to account
for property actually received by it; and



(c) Subject to any requirement of applicable law, sell, assign and deliver the whole or, from
time to time, any part of the Collateral at the time held by the Pledgee, at any private sale or at
public auction, with or without demand, advertisement or notice of the time or place of sale or
adjournment thereof or otherwise (all of which are hereby waived, except such notice as is required
by applicable law and cannot be waived), for cash or credit or for other property for immediate or
future delivery, and for such price or prices and on such terms as the Pledgee in its sole
discretion may determine, or as may be required by applicable law.



Each Pledgor hereby waives and releases any and all right or equity of redemption, whether
before or after sale hereunder. At any such sale, unless prohibited by applicable law, the Pledgee
may bid for and purchase the whole or any part of the Collateral so sold free from any such right
or equity of redemption. All moneys received by the Pledgee hereunder, whether upon sale of the
Collateral or any part thereof or otherwise, shall be held by the Pledgee and applied by it as
provided in Section 10 hereof. No failure or delay on the part of the Pledgee in exercising any
rights hereunder shall operate as a waiver of any such rights nor shall any single or partial
exercise of any such rights preclude any other or future exercise thereof or the exercise of any
other rights hereunder.



 


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The Pledgee shall have no duty as to the
collection or protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in accordance with the
requirements of Section 10 hereof. The Pledgee may exercise its rights with respect to property
held hereunder without resort to other security for or sources of reimbursement for the
Obligations. In addition to the foregoing, Pledgee shall have all of the rights, remedies and
privileges of a secured party under the Uniform Commercial Code of New York (the “UCC”)
regardless of the jurisdiction in which enforcement hereof is sought.



9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable to effect (or
to do so only after delay which would adversely affect the value that might be realized from the
Collateral) a public sale of all or part of the Collateral by reason of certain prohibitions
contained in the Securities Act, and may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own account, for investment and not with a view to the distribution or resale
thereof. Each Pledgor agrees that any such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales shall be deemed to
have been made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee has no
obligation to delay sale of any Collateral for the period of time necessary to permit the Issuer to
register the Collateral for public sale under the Securities Act.



(a) Proceeds of Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the Pledgee as set forth
in Section 10 of the Master Security Agreement.



In the event that the proceeds of any collection, recovery, receipt, appropriation,
realization or sale are insufficient to satisfy the Obligations, the Pledgors shall be jointly and
severally liable for the deficiency plus the costs and fees of any attorneys employed by the
Pledgee to collect such deficiency.



10. Waiver of Marshaling. Each Pledgor hereby waives any right to compel any
marshaling of any of the Collateral.



11. No Waiver. Any and all of the Pledgee’s rights with respect to the Liens granted
under this Agreement shall continue unimpaired, and each Pledgor shall be and remain obligated in
accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization
of such Pledgor, (b) the release or substitution of any item of the Collateral at any time, or of
any rights or interests therein, or (c) any delay, extension of time, renewal, compromise or other
indulgence granted by the Pledgee in reference to any of the Obligations. Each Pledgor hereby
waives all notice of any such delay, extension, release, substitution, renewal, compromise or other
indulgence, and hereby consents to be bound hereby as fully and effectively as if such Pledgor had
expressly agreed thereto in advance. No delay or extension of time by the Pledgee in exercising
any power of sale, option or other right or remedy hereunder, and no failure by the Pledgee to give
notice or make demand, shall constitute a waiver thereof, or limit, impair or prejudice the
Pledgee’s right to take any action against such Pledgor or to exercise any other power of sale,
option or any other right or remedy.


 


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12. Expenses. The Collateral shall secure, and the Pledgors shall pay, on demand, all
reasonable costs and expenses, (including but not limited to, reasonable attorneys’ fees and costs,
taxes, and all transfer, recording, filing and other charges) of, or incidental to, the custody,
care, transfer, administration of the Collateral or any other collateral, or in any way relating to
the enforcement, protection or preservation of the rights or remedies of the Pledgee under this
Agreement.



13. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee. If an
Event of Default shall have occurred and is continuing, each Pledgor hereby irrevocably constitutes
and appoints the Pledgee as such Pledgor’s true and lawful attorney-in-fact, with full power of
substitution, to execute, acknowledge and deliver any instruments and to do in such Pledgor’s name,
place and stead, all such acts, things and deeds for and on behalf of and in the name of such
Pledgor, which such Pledgor could or might do or which the Pledgee may deem necessary, desirable or
convenient to accomplish the purposes of this Agreement, including, without limitation, to execute
such instruments of assignment or transfer or orders and to register, convey or otherwise transfer
title to the Collateral into the Pledgee’s name. Each Pledgor hereby ratifies and confirms all
that said attorney-in-fact may so do and hereby declares this power of attorney to be coupled with
an interest and irrevocable. If any Pledgor fails to perform any agreement herein contained, upon
the occurrence and during the continuance of an Event of Default, the Pledgee may itself perform or
cause performance thereof, and any costs and expenses of the Pledgee incurred in connection
therewith shall be paid by the Pledgors as provided in Section 10 hereof.



14. Recapture. Notwithstanding anything to the contrary in this Agreement, if the
Pledgee or any other Creditor Party receives any payment or payments on account of the Obligations,
which payment or payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, or any
other party under the United States Bankruptcy Code, as amended, or any other federal, state or
provincial bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the
enforcement of creditors’ rights generally, common law or equitable doctrine, then to the extent of
any sum not finally retained by the Pledgee or such other Creditor Party, the Pledgors’ obligations
to the Pledgee and the other Creditor Parties shall be reinstated and this Agreement shall remain
in full force and effect (or be reinstated) until payment shall have been made to the Pledgee and
the other Creditor Parties, which payment shall be due on demand.



15. Waivers. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE
JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN PLEDGEE, AND/OR ANY PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENT
OR THE TRANSACTIONS RELATED HERETO OR THERETO.


 


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16. Termination. Immediately following the payment in full in cash of the
Obligations, Pledgee shall deliver to Pledgors the Collateral pledged by Pledgors at the time
subject to this Agreement and all instruments of assignment executed in connection therewith, free
and clear of the Liens hereof and, except as otherwise provided herein, all of each Pledgor’s
obligations hereunder shall at such time terminate.



17. Captions. All captions in this Agreement are included herein for convenience of
reference only and shall not constitute part of this Agreement for any other purpose.




18. Miscellaneous.



(a) This Agreement constitutes the entire and final agreement among the parties with respect
to the subject matter hereof and may not be changed, terminated or otherwise varied except by a
writing duly executed by the parties hereto.



(b) No waiver of any term or condition of this Agreement, whether by delay, omission or
otherwise, shall be effective unless in writing and signed by the party sought to be charged, and
then such waiver shall be effective only in the specific instance and for the purpose for which
given.



(c) In the event that any provision of this Agreement or the application thereof to any
Pledgor or any circumstance in any jurisdiction governing this Agreement shall, to any extent, be
invalid or unenforceable under any applicable statute, regulation, or rule of law, such provision
shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the remainder of this Agreement
and the application of any such invalid or unenforceable provision to parties, jurisdictions, or
circumstances other than to whom or to which it is held invalid or unenforceable shall not be
affected thereby, nor shall same affect the validity or enforceability of any other provision of
this Agreement.



(d) This Agreement shall be binding upon each Pledgor, and the Pledgors’ successors and
assigns, and shall inure to the benefit of the Pledgee and its successors and assigns for the
ratable benefit of the Creditor Parties.



(e) Any notice or other communication required or permitted pursuant to this Agreement shall
be given in accordance with the Securities Purchase Agreement.



(f) THIS AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


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(g) EACH PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE
COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY
CLAIMS OR DISPUTES BETWEEN SUCH PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE AND/OR ANY OTHER CREDITOR
PARTY, ON THE OTHER HAND,
PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH PLEDGOR
ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN
THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEE OR ANY OTHER CREDITOR PARTY FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE INDEBTEDNESS,
TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT
OR OTHER COURT ORDER IN FAVOR OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR
HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE
OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT
SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE SECURITIES PURCHASE AGREEMENT AND THAT
SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON SUCH PLEDGOR’S ACTUAL RECEIPT THEREOF.



(h) It is understood and agreed that any person or entity that desires to become a Pledgor
hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant
to the requirements of any Document, shall become a Pledgor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to the Pledgee, (y) delivering supplements to such
exhibits and annexes to such Documents as the Pledgee shall reasonably request and/or set forth in
such Joinder Agreement and (z) taking all actions as specified in this Agreement as would have been
taken by such Pledgor had it been an original party to this Agreement, in each case with all
documents required above to be delivered to the Pledgee and with all documents and actions required
above to be taken to the reasonable satisfaction of the Pledgee.



(i) This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original and all of which when taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile or electronic transmission shall be deemed an original
signature hereto.



[Remainder of Page Intentionally Left Blank]



 


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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first
written 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 	 
	 



	 	 	 	 	 
	 	LV ADMINISTRATIVE SERVICES INC.,

as Agent

 	 
	 	By:  	/s/ Scott Bluestein
 	 
	 	 	Name:  	Scott Bluestein 	 
	 	 	Title:  	Authorized Signatory 	 
	 



signature page to

stock pledge agreement




 


 









 





SCHEDULE A




Pledged Stock




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stock	 	 	 	% of
	 	 	 	 	Class of	 	Certificate	 	Number of	 	Outstanding
	Pledgor	 	Issuer	 	Stock	 	Number	 	Shares	 	Shares
	VeriChip
	 	Xmark	 	 	 	 	 	 	 	 
	Corporation
	 	Corporation
	 	Common
	 	1
	 	10,265,178
	 	100%