QuickLinks -- Click here to rapidly navigate through this documentDigital Angel Corp • May 7th, 2004 • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • May 7th, 2004 • Digital Angel Corp • Communications equipment, nec • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 7th, 2004 • Digital Angel Corp • Communications equipment, nec • Arizona
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of April 8, 2004 by and between Digital Angel Corporation, a Delaware corporation ("Seller") and MedAire, Inc., a Nevada corporation ("Buyer").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2004 • Digital Angel Corp • Communications equipment, nec • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, between the Purchaser and the Company (the "Security Agreement"), and pursuant to the "Notes" and the "Warrant" (as defined below).
QuickLinks -- Click here to rapidly navigate through this documentDigital Angel Corp • May 7th, 2004 • Communications equipment, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION, THAT SUCH REGISTRATION IS NOT REQUIRED.
QuickLinks -- Click here to rapidly navigate through this documentDigital Angel Corp • May 7th, 2004 • Communications equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
