WITNESSETHServices Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services • Maryland
Exhibit 10.9 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT is made effective as of the 1st day of November, 1998, by and between MEDICAL ADVISORY SYSTEMS, INC., a Delaware corporation, having its...Executive Employment Agreement • September 1st, 1999 • Medical Advisory Systems Inc • Services-home health care services • Maryland
FIRST AMENDMENTAgreement and Plan of Merger • April 11th, 2002 • Digital Angel Corp • Services-home health care services • Delaware
Exhibit 10.10 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is made and dated as of August 13, 1997 by and between Medical Advisory Systems, Inc., a Delaware corporation with its principal place of business located at 8050...Employment Agreement • September 1st, 1999 • Medical Advisory Systems Inc • Services-home health care services • Maryland
AGREEMENTAffiliate Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services • Maryland
REGISTRATION RIGHTS AGREEMENTRegistration 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.
Exhibit 10.7 PROFESSIONAL PERSONNEL SERVICES AGREEMENT THIS PROFESSIONAL PERSONNEL SERVICES AGREEMENT (the "Agreement") is made the 11th day of December, 1998, by and between Medical Advisory Systems, Inc., a Delaware corporation, with an address of...Professional Services • September 1st, 1999 • Medical Advisory Systems Inc • Services-home health care services • Maryland
Exhibit 99.6 STOCK PURCHASE AGREEMENT AGREEMENT (this "Agreement'), dated as of July 29, 1999, by and between MEDICAL ADVISORY SYSTEMS, INC. (the "Seller") and SACNAS INTERNATIONAL (the "Purchaser"). WHEREAS, the Seller and the Purchaser entered into...Stock Purchase Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services
Issue Date: Warrant No.Warrant Agreement • 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
REGISTRATION RIGHTS AGREEMENTRegistration 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.
ContractWarrant Agreement • November 14th, 2007 • Digital Angel Corp • 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.
ADDENDUM NO. 4 TO THE CALL CENTER SERVICE AGREEMENTCall Center Service Agreement • January 26th, 2001 • Medical Advisory Systems Inc • Services-home health care services
STOCK PURCHASE WARRANT To Purchase 100,000 Shares of the Common Stock of Digital Angel CorporationSecurity Agreement • November 26th, 2003 • Digital Angel Corp • 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
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • December 31st, 2003 • Digital Angel Corp • 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.
AMENDED AND RESTATED SUPPLY, LICENSE, AND DEVELOPMENT AGREEMENTSupply, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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 REORGANIZATIONMerger Agreement • 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 AGREEMENTEmployment 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 AGREEMENTStock 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”).
SECURITY AGREEMENTSecurity Agreement • September 3rd, 2003 • Digital Angel Corp • Communications equipment, nec • New York
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option 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").
Exhibit 99.1 Web Site Agreement November 19, 1999 THIS AGREEMENT made this 23rd. day of November 1999; BETWEEN: ACTFIT.com Inc. Telephone: (416) 977-2001 11 Charlotte Street Fax: (416) 977-7353 Toronto, Ontario Canada M5H 2145 (hereinafter referred to...Web Site Agreement • February 15th, 2000 • Medical Advisory Systems Inc • Services-home health care services • Ontario
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN DIGITAL ANGEL CORPORATION AND WELLS FARGO BUSINESS CREDIT, INC. October 30, 2002Credit 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:
QuickLinks -- Click here to rapidly navigate through this documentSecured Convertible Note • December 31st, 2003 • Digital Angel Corp • 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, 2005Stock 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 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”.
QuickLinks -- Click here to rapidly navigate through this documentSecured Revolving Convertible Note • May 7th, 2004 • Digital Angel Corp • 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 • 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 AGREEMENTSecurity Agreement • December 31st, 2003 • Digital Angel Corp • 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 AGREEMENTIntellectual 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 AGREEMENTSecurity Agreement • November 14th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 9th, 2007 • Digital Angel Corp • Communications equipment, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 7, 2007, by and between DIGITAL ANGEL CORPORATION (“Stockholder”) and NEWCOMB COMMUNICATIONS, INC., a Delaware corporation (“Buyer”).
AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2007 • Digital Angel Corp • Communications equipment, nec • New York
THIS AMENDMENT NO. 5 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of June 28, 2007, is by and between Digital Angel Corporation, a Delaware corporation (the “Company”), and Imperium Master Fund, Ltd. (“Imperium”) and Gemini Master Fund, Ltd. (“Gemini” and together with Imperium, the “Investors”), and is made with reference to that certain Securities Purchase Agreement dated as of February 6, 2007, as amended (the “Purchase Agreement”), between the Company and the Investors, pursuant to which the Company issued to each Investor a 10.25% Senior Secured Debenture (each, a “Debenture”) and a Warrant to purchase common stock of the Company (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Purchase Agreement and the Debenture, as applicable.
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”).
AMENDED AND RESTATED DIGITAL ANGEL CORPORATION TRANSITION STOCK OPTION PLANNon-Statutory Stock Option Agreement • July 21st, 2005 • Digital Angel Corp • Communications equipment, nec
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 (the “Optionee”).
