Common use of Payment of the Merger Consideration Clause in Contracts

Payment of the Merger Consideration. (a) At Closing, Parent shall: (i) issue and deliver to certain Members, in the applicable Seller’s name, in book entry form, the Closing Stock Consideration, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter); and (ii) pay or cause to be paid the Closing Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule. (b) On the six month anniversary of the Closing, Parent shall, at Parent’s option, (i) pay or cause to be paid the Six-Month Anniversary Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule or (ii) issue and deliver to certain Members, the number of shares of Common Stock equal to the quotient of (x) the Six-Month Anniversary Cash Consideration divided by (y) the 5-Day VWAP, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter). (c) On the date that is 30 days after Shareholder Approval, Parent shall issue and deliver to F▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Thirty-Day Stock Consideration, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter) (d) On the first anniversary of the Closing if Shareholder Approval has been obtained, Parent shall issue and deliver to certain Members, the First Anniversary Stock Consideration Payment, as determined in accordance with the Payment Schedule and Exhibit 2.4(b), free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter). (e) On the 14 month anniversary of the Closing if Shareholder Approval has been obtained, Parent shall issue and deliver to certain Members, 2,883,854 shares of Common Stock, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter).

Payment of the Merger Consideration. ADSX shall pay Holders, pro rata based on the number of Shares owned, the Initial Consideration and any earned Earn Out Payments either, in ADSX’s sole discretion, in cash or in shares of ADSX Common Stock or VeriChip Common Stock, or any combination thereof; provided, however, that the cumulative portion that has been made in ADSX Common Stock of the cumulative payments of Merger Consideration (the payments that have been made previously and the current payment that is being made) satisfies the continuity-of-interest requirement under Treas. Reg. § 1.368-1(e) to permit the Merger to qualify under Section 368(a)(1)(A) and 368(a)(2)(D) of the Code. The shares of either ADSX Common Stock or VeriChip Common Stock, as applicable, shall be referred to as the “Stock.” Before any Merger Consideration can be paid with VeriChip Common Stock, VeriChip Corporation must become a party to this Agreement and agree to be bound by the registration obligations under Article IV and make the representations and warranties to the Holders similar to those representations and warranties contained in Article VI. (a) At Closing, Parent shall: (i) issue The Initial Consideration and deliver to certain Members, in the applicable Seller’s name, in book entry form, any IP Earn Out Payments earned as of the Closing Stock Consideration, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter); and (ii) pay or cause to Date shall be paid the Closing Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Scheduledelivered at Closing. (b) On Any Gross Margin Earn Out Payments to be paid if earned pursuant to Section 2.6(a) shall be delivered within forty-five (45) days following the six month anniversary Accounting Period in which the relevant cumulative Achieved Gross Margin threshold was achieved. January 14, 2008 Page 17 (c) Any IP Earn Out Payments owed pursuant to Section 2.6(b) shall be delivered within ten (10) business days following the date of the Closingfiling of the relevant Patent Application. (d) Notwithstanding the above, Parent shallif any portion of the Earn Out Payments is made with ADSX Common Stock, at Parent’s option, then such portion of the Earn Out Payment shall in no event be payable until the earlier of (i) pay the date that the ADSX Amendment Approval is obtained, either at the special stockholder meeting scheduled for December 21, 2007 or cause to be paid the Six-Month Anniversary Cash Consideration to the Members by wire transfer of immediately available funds in the amounts and to the accounts set forth on the Payment Schedule at a subsequent stockholder meeting, or (ii) issue and deliver to certain MembersApril 30, the number of shares of Common Stock equal to the quotient of (x) the Six-Month Anniversary Cash Consideration divided by (y) the 5-Day VWAP, as determined in accordance with the Payment Schedule, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter). (c) On the date that is 30 days after Shareholder Approval, Parent shall issue and deliver to F▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Thirty-Day Stock Consideration, free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter) (d) On the first anniversary of the Closing if Shareholder Approval has been obtained, Parent shall issue and deliver to certain Members, the First Anniversary Stock Consideration Payment, as determined in accordance with the Payment Schedule and Exhibit 2.4(b), free and clear of all Encumbrances (other than those arising under securities Laws and under the Lock-Up Letter)2008. (e) On Notwithstanding the 14 month anniversary above, if the Achieved Gross Margin is disputed as provided under Section 2.6(a)(iv), the undisputed portion of the Closing if Shareholder Approval has Gross Margin Earn Out Payment shall be delivered as set forth in Section 2.7(b) above, and the disputed portion of the Gross Margin Earn Out Payment shall be delivered within ten (10) business days following the date the calculation of the Achieved Gross Margin is resolved. (f) If the Initial Consideration is paid with Stock, in full or in part, the value of the applicable Stock shall be based on the VWAP for that Stock for the 10 trading days prior to, but not including, the date this Agreement is executed. (g) If any Earn Out Payment is paid with Stock, in full or in part, the value of the applicable Stock shall be based on the VWAP for that Stock for the 10 trading days prior to, but not including, the date the Earn Out Payment becomes payable. (h) If the payment of any portion of an Earn Out Payment is delayed as provided in Section 2.7(d), then the value of the ADSX Common Stock shall be based on the VWAP for ADSX Common Stock for the 10 trading days prior to, but not including, the date the Earn Out Payment originally would have been obtainedpayable but for the delay. (i) The Holders acknowledge and agree that under no circumstances will ADSX be required to issue Stock as payment of any part of the Initial Consideration and Earn Out Payments exceeding nineteen and ninety-nine one hundredths percent (19.99%) of the outstanding Stock of the applicable issuer as of the date of this Agreement (“Issuance Threshold”), Parent shall issue but rather reserves the right to pay that portion of the Initial Consideration and deliver to certain MembersEarn Out Payments exceeding the Issuance Threshold either, 2,883,854 in its sole discretion, in cash or in shares of other Stock. (j) At least forty-five percent (45%) of the Initial Consideration and each Earn Out Payment shall be in ADSX Common Stock. January 14, 2008 Page 18 (k) If the Holders receive VeriChip Common Stock as determined payment for any portion of the Initial Consideration or any Earn Out Payment, the receipt of which is taxable pursuant to the Code, the Holders shall receive $0.22 in accordance with cash for each $1.00 of Initial Consideration or any Earn Out Payment received by the Payment ScheduleHolders in VeriChip Common Stock; provided, free however, that in no event shall the implementation of this provision increase or decrease the amount due and clear of all Encumbrances (other than those arising under securities Laws and under payable as the Lock-Up Letter)Initial Consideration or any Earn Out Payment.