SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 25th, 2011 • Digital Angel Corp • Communications equipment, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 24, 2011, between Digital Angel Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 25th, 2011 • Digital Angel Corp • Communications equipment, nec • New York
SUBSIDIARY GUARANTEE, dated as of February 24, 2011 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Digital Angel Corporation, a Delaware corporation (the “Company”) and the Purchasers.
SERIES A COMMON STOCK PURCHASE WARRANT DIGITAL ANGEL CORPORATIONDigital Angel Corp • February 25th, 2011 • Communications equipment, nec
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of July 1, 2012 and the 10 Trading Day following written notice to all holders of the Warrants that all of the Debentures are indefeasibly paid in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Digital Angel Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 25th, 2011 • Digital Angel Corp • Communications equipment, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of February 24, 2011, is made by Digital Angel Corporation and Pledgor’s wholly-owned subsidiary Destron Fearing Corporation (collectively referred to herein as the “Pledgor”), both with an address at 490 Villaume Avenue, South Saint Paul, MN 55075, in favor of the holders of the Pledgor’s 16% Senior Secured Convertible Debentures due July 1, 2012, in the original aggregate principal amount of $2,000,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Pledgees).
ContractDigital Angel Corp • February 25th, 2011 • Communications equipment, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
