0000950123-10-008563 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 4th, 2010 • Digital Angel Corp • Communications equipment, nec • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 4, 2010, is by and among Digital Angel Corporation, a Delaware corporation with offices located at 490 Villaume Avenue, South Saint Paul, Minnesota 55075 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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AMENDMENT NO. 1 TO ENGAGEMENT LETTER
Engagement Letter • February 4th, 2010 • Digital Angel Corp • Communications equipment, nec • New York

This Amendment No.1 to the Engagement Letter (the “Amendment”) is made as of February 3, 2010, by and between Chardan Capital Markets, LLC (“Placement Agent” or “Chardan”) and Digital Angel Corporation (“Company”).

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