WARRANT TO PURCHASE COMMON STOCK OF DIGITAL ANGEL CORPORATIONWarrant • February 9th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), between the Company and the investors named therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 6, 2007, by and between DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
SECURITY AGREEMENTSecurity Agreement • February 9th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
THIS SECURITY AGREEMENT, dated as of February 6, 2007 (this “Agreement”), is by and among DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Company”), each of the subsidiaries of the Company that are signatories hereto (together with any other entity that may become an additional party hereto, the “Company Subsidiaries” and, collectively with the Company, the “Debtors”), Imperium Advisers, LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”), for the benefit of the undersigned holders (the “Holders”)of the Company’s Senior Secured Debentures, dated as of the date hereof (the “Debentures”). The Holders, Collateral Agent and their endorsees, transferees and assigns are sometimes collectively referred to herein as the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 9th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
THIS SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of February 6, 2007, made by each of the undersigned guarantors (together with any other entity that may become an additional guarantor hereunder, the “Guarantors”), in favor of the purchasers (the “Purchasers”) of Senior Secured Debentures, dated as of the date hereof (the “Debentures”), issued by Digital Angel Corporation, a Delaware corporation (the “Company”), and Imperium Advisers, LLC, as the Collateral Agent (the “Collateral Agent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2007, is by and between DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
