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CUSIP
No. 58449P 10 1
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Page
2
of 7
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1
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Name
of Reporting Person:
Applied
Digital Solutions, Inc. (“ADS”)
I.R.S.
Identification No. of Above Person (entity only)
43-1641533
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2
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Check
the Appropriate Box if a Member of a Group*
(a)
X
(b)
o
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3
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SEC
use only
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4
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Source
of Funds*
WC
and OO
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
Missouri
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7
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Sole
voting power
9,588,167
shares
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Number
of shares beneficially
Owned
by each
Reporting
person with
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8
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Shared
voting power
14,703,506
shares (1)
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9
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Sole
dispositive power
9,588,167 shares
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10
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Shared
dispositive power
14,703,506
shares (1)
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
24,291,673
shares
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares* o
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13
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Percent
of Class Represented by Amount in Row (11) o
55.4%
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14
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Type
of Reporting Person*
CO
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(1)
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The
voting and dispositive powers of these ADS owned shares of Digital
Angel
Corporation Common Stock are shared with the Digital Angel Share
Trust
under the terms of an Amended and Restated Trust
Agreement.
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CUSIP
No. 58449P 10 1
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Page
3
of 7
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1
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Name
of Reporting Person:
Digital
Angel Share Trust
I.R.S.
Identification No. of Above Person (entity only)
45-6117433
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2
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Check
the Appropriate Box if a Member of a Group*
(a)
X
(b)
o
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3
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SEC
use only
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4
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Source
of Funds*
OO
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)
o
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6
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Citizenship
or Place of Organization
Delaware
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7
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Sole
voting power
-0-
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Number
of shares beneficially
Owned
by each
Reporting
person with
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8
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Shared
voting power
14,703,506
shares
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9
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Sole
dispositive power
-0-
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10
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Shared
dispositive power
14,703,506
shares
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||
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,703,506
shares
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||
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12
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Check
box if the Aggregate Amount in Row (11) Excludes Certain
Shares* o
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13
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Percent
of Class Represented by Amount in Row
(11) o
33.5%
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14
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Type
of Reporting Person*
OO
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CUSIP
No. 58449P 10 1
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Page
4
of 7
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CUSIP
No. 58449P 10 1
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Page
5
of 7
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1
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Joint
Filing Agreement
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2
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Note
Purchase Agreement by and between Applied Digital Solutions, Inc. and
Satellite Senior Income Fund, LLC, dated December 28, 2005
(incorporated by reference to Exhibit 10.1 to Applied Digital Solutions,
Inc.’s Current Report on Form 8-K filed with the Commission on December
30, 2005)
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3
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Senior
Secured Note by and between Applied Digital Solutions, Inc. and
Satellite Senior Income Fund, LLC, dated December 29, 2005
(incorporated by reference to Exhibit 10.2 to Applied Digital Solutions,
Inc.’s Current Report on Form 8-K filed with the Commission on December
30, 2005)
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CUSIP
No. 58449P 10 1
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Page
6
of 7
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4
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Security
Agreement by and between Applied Digital Solutions, Inc. and
Satellite Investment Management, L.P., as collateral agent for Satellite
Senior Income Fund, LLC, dated December 28, 2005 (incorporated by
reference to Exhibit 10.3 to Applied Digital Solutions, Inc.’s Current
Report on Form 8-K filed with the Commission on December 30,
2005)
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5
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Pledge
Agreement by and between Applied Digital Solutions, Inc. and
Satellite Investment Management, L.P., as collateral agent for Satellite
Senior Income Fund, LLC, dated December 28, 2005 (incorporated by
reference to Exhibit 10.4 to Applied Digital Solutions, Inc.’s Current
Report on Form 8-K filed with the Commission on December 30,
2005)
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6
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Interest
Waiver and Warrant Reset Agreement by and between Applied Digital
Solutions, Inc., Satellite Strategic Finance Partners, Ltd. and
Satellite Strategic Finance Associates, LLC, dated December 29, 2005
(incorporated by reference to Exhibit 10.5 to Applied Digital Solutions,
Inc.’s Current Report on Form 8-K filed with the Commission on December
30, 2005)
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CUSIP
No. 58449P 10 1
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Page 7
of 7
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Name
and Current Business Address
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Present
Principal Occupation or Employment:
Material
Positions Held during the Past Five Years
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Scott
R. Silverman
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
Silverman, age 41, previously served since August 2001 as a special
advisor to ADS’ Board of Directors. In March 2002, he was appointed to
ADS’ Board of Directors and named ADS’ President. In March 2003, he was
appointed ADS’ Chairman and Chief Executive Officer.
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J.
Michael Norris
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
Norris, age 59, was appointed a director of ADS on January 12, 2004,
and
serves as a member of the Audit Committee and as Chairman of the
Technology Committee of ADS’ Board of Directors. Mr. Norris served as the
Chairman and Chief Executive Officer of Next Level Communications
before
it was acquired by Motorola in the spring of 2003.
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Daniel
E. Penni
260
Eliot Street
Ashland,
MA 01721
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Mr.
Penni, age 58, has served as a director of ADS since March 1995,
and is
Chairman of the Compensation Committee and serves as a member of
the
Audit, Nominating and Compliance and Governance Committees of ADS’ Board
of Directors. Currently, he is an Area Senior Vice President for
Arthur J.
Gallagher & Co. (NYSE:AJG).
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Dennis
G. Rawan
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
Rawan, age 62, was appointed a director of ADS effective December
10,
2002, and serves as Chairman of the Nominating Committee and as Chairman
of the Audit Committee of ADS’ Board of Directors. Mr. Rawan was Chief
Financial Officer of Expo International, Inc. (“Expo”) from 1996 until his
retirement in 2000.
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Constance
K. Weaver
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Ms.
Weaver, age 53, was elected a director of ADS in July 1998. She serves
as
a member of the Compensation, Nominating and Technology Committees,
and as
Chairman of the Compliance and Governance Committee of ADS’ Board of
Directors. Since June 2005, Ms. Weaver has served as Executive Vice
President and Chief Marketing Officer for Bearing Point, Inc. (NYSE:BE).
From October 2002 to February 2005, Ms. Weaver served as Executive
Vice
President, Public Relations, Marketing Communications and Brand Management
for AT&T Corporation (AT&T) (NYSE:T).
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Michael
S. Zarriello
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
Zarriello, age 55, was appointed a director of ADS effective May
9, 2003,
and serves as a member of the Audit Committee and of the Nominating
Committee of ADS’ Board of Directors. Mr. Zarriello has served as a member
of the board of directors of Digital Angel Corporation, since September
2003, and he currently serves as a member of the Compensation Committee
of
Digital Angel Corporation’s board of directors. He has served as Senior
Vice President and Chief Financial Officer for Rural/Metro Corporation
in
Scottsdale, Arizona since July 2003.
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Michael
E. Krawitz
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
Krawitz, age 36, joined the Company as Assistant Vice President and
General Counsel in April 1999, and was appointed Vice President and
Assistant Secretary in December 1999, Senior Vice President in December
2000, Secretary in March 2003 and Executive Vice President in April
2003.
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Evan
C. McKeown
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Mr.
McKeown, age 47, joined the Company as Vice President, Chief Accounting
Officer and Corporate Controller in March 2001. He was appointed
Vice
President and Chief Financial Officer in March 2002 and Senior Vice
President in March 2003.
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Lorraine
M. Breece
1690
South Congress Avenue
Suite
200
Delray
Beach, Florida 33445
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Ms.
Breece, age 53, joined ADS as Corporate Controller and Chief Accounting
Officer in April 2000. She was appointed Director of Accounting and
SEC
Reporting in March 2001 and Vice President and Chief Accounting Officer
in
March 2004.
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