Digital Angel Corp Sample Contracts

WITNESSETH
Services Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services • Maryland
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FIRST AMENDMENT
Agreement and Plan of Merger • April 11th, 2002 • Digital Angel Corp • Services-home health care services • Delaware
ADDENDUM NO. 4 TO THE CALL CENTER SERVICE AGREEMENT
Exhibit 99 • January 26th, 2001 • Medical Advisory Systems Inc • Services-home health care services
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 14th, 2003 • Digital Angel Corp • Communications equipment, nec • New York

This Agreement is being entered into in connection with a Securities Purchase Agreement dated as of the date hereof between the Purchase and the Company (the “Purchase Agreement”) and pursuant to the Note and Warrant.

AGREEMENT
Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services • Maryland
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Digital Angel Corp • June 23rd, 2003 • Services-home health care services • Delaware

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, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED OR EXERCISED UNLESS AND UNTIL SUCH WARRANT AND/OR SHARES OF COMMON STOCK IS REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF THIS WARRANT.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York

This Agreement is being entered into in connection with a Securities Purchase Agreement dated as of the date hereof between the Purchase and the Company (the "Purchase Agreement") and pursuant to the Note and Warrant.

CREDIT AND SECURITY AGREEMENT BY AND BETWEEN DIGITAL ANGEL CORPORATION AND WELLS FARGO BUSINESS CREDIT, INC. October 30, 2002
Credit and Security Agreement • November 4th, 2002 • Digital Angel Corp • Services-home health care services • Minnesota

DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:

Contract
Digital Angel Corp • November 14th, 2007 • 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, OR ANY STATE SECURITIES LAWS. 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 AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL ANGEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCK PURCHASE WARRANT To Purchase 100,000 Shares of the Common Stock of Digital Angel Corporation
Digital Angel Corp • November 26th, 2003 • Communications equipment, nec

THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, Elliott International, L.P. (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 February 1, 2004 (the "Initial Exercise Date") and on or prior to the close of business on the fifth anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Digital Angel Corporation ("DOC") up to 100,000 shares ("Warrant Shares") of common stock, par value $0.005 per share, of DOC (the "DOC Common Stock"). The purchase price of one share of DOC Common Stock (the "Exercise Price") under this Warrant shall be equal to $2.64, subject to adjustment hereunder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated June 30, 2003, between Applied Digital Solutions, Inc., the

Issue Date: Warrant No.
Warrant • July 5th, 2007 • Digital Angel Corp • Communications equipment, nec • New York

THIS CERTIFIES that [HOLDER], or any permitted subsequent holder hereof (the “Holder”), has the right to purchase from DIGITAL ANGEL CORPORATION, a Delaware corporation (the “Company”), up to [SHARES] fully paid and nonassessable shares of the Company’s common stock, par value $0.005 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., New York City time, on the seventh (7th) anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”). This Warrant is issued pursuant to Amendment No. 5 to the Securities Purchase Agreement, dated as of the date hereof (“Amendment No. 5”) among the Company and each of the Investors (as defined therein). It is the intent of the Company and the Holder that the provisions

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Digital Angel Corp • December 31st, 2003 • 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.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2007 • Digital Angel Corp • Communications equipment, nec • New York

This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Note and the Warrants referred to therein.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • August 9th, 2007 • Digital Angel Corp • Communications equipment, nec • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of August 8, 2007 (the “Agreement”), by and among Digital Angel Corporation, a Delaware corporation (the “Company”), Applied Digital Solutions, Inc., a Delaware corporation (“Acquiror”) and Digital Angel Acquisition Corp., a Delaware corporation (“MergerCo”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2005 • Digital Angel Corp • Communications equipment, nec

THIS AGREEMENT (“Agreement”), made and entered into as of February 28, 2005, by and between DAPLOMA INTERNATIONAL A/S, a Danish corporation (“Company”) and TORSTEN NORDFJELD (“Executive”).

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • November 14th, 2007 • Digital Angel Corp • Communications equipment, nec • New York

This Stock Pledge Agreement (this “Agreement”), dated as of August 31, 2007, among Kallina Corporation (the “Pledgee”), Digital Angel Corporation, a Delaware corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).

Contract
Digital Angel Corp • August 14th, 2003 • Communications equipment, nec

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.

RECITALS --------
Call Center Service Agreement • September 1st, 1999 • Medical Advisory Systems Inc • Services-home health care services • Maryland
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Preliminary statement
Medical Advisory Systems Inc • February 15th, 2000 • Services-home health care services
AMENDED AND RESTATED SUPPLY, LICENSE, AND DEVELOPMENT AGREEMENT
Supply, License, and Development Agreement • August 22nd, 2006 • Digital Angel Corp • Communications equipment, nec • Minnesota

THIS AMENDED AND RESTATED SUPPLY, LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”), is dated as of the 27th day of December, 2005 by and between DIGITAL ANGEL CORPORATION, a Delaware corporation (“Company”), and VERICHIP CORPORATION, a Delaware corporation (“VeriChip”).

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Digital Angel Corp • December 31st, 2003 • 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.

STOCK PURCHASE AGREEMENT BETWEEN APPLIED DIGITAL SOLUTIONS, INC. AND DIGITAL ANGEL CORPORATION February 25, 2005
Stock Purchase Agreement • March 1st, 2005 • Digital Angel Corp • Communications equipment, nec • Florida

This Stock Purchase Agreement is entered into as of February 25, 2005 (the “Closing Date”), by Applied Digital Solutions, Inc., a Missouri corporation (the “Purchaser” or “ADSX”), and its majority-owned subsidiary, Digital Angel Corporation, a Delaware corporation (“Seller” or “DOC”).

SECURITIES PURCHASE AGREEMENT
Securities 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 AGREEMENT
Security Agreement • September 3rd, 2003 • Digital Angel Corp • Communications equipment, nec • New York
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Digital 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.

NON-STATUTORY STOCK OPTION AGREEMENT
Agreement • June 2nd, 2004 • Digital Angel Corp • Communications equipment, nec • Delaware

THIS AGREEMENT is made as of the Grant Date set forth above by and between Digital Angel Corporation, a Delaware corporation (the "Company"), and the Optionee named above, who provides services to the Company or an Affiliate of the Company as an Employee or a Director (the "Optionee").

SECURITY AGREEMENT
Security Agreement • June 16th, 2004 • Digital Angel Corp • Communications equipment, nec • New York

SECURITY AGREEMENT BACKGROUND AGREEMENT DIGITAL ANGEL CORPORATION PATENTS AND PATENT APPLICATIONS PATENTS LICENSED TO APPLIED DIGITAL SOLUTIONS, INC. AND DIGITAL ANGEL CORPORATION Destron Fearing Corporation Exhibit A Borrowing Base Certificate TABLE OF CONTENTS

SECURITY AGREEMENT
Digital Angel Corp • December 31st, 2003 • Communications equipment, nec • New York

Laurus Master Fund, Ltd. c/o Onshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 14th, 2007 • Digital Angel Corp • Communications equipment, nec

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “Agreement”), dated as of August 31, 2007, is made by each of DIGITAL ANGEL CORPORATION, a Delaware corporation (“DOC”), DIGITAL ANGEL TECHNOLOGY CORPORATION, a Minnesota corporation (“DATC”) and FEARING MANUFACTURING CO., INC. (“FMC” and together with DOC and DATC, the “Grantors” and each, a “Grantor”), in favor of KALLINA CORPORATION (“Lender”).

SECURITY AGREEMENT
Security Agreement • November 14th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
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