0001047469-03-021885 Sample Contracts

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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.

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 23rd, 2003 • Digital Angel Corp • Services-home health care services • Delaware

THIS AGREEMENT ("Agreement") is made as of the 4th day of June 2003, by and between Digital Angel Corporation, Inc., the ("Company"), and, J.P. Carey Securities Inc., a Georgia corporation (the "Agent").

COMMON STOCK PURCHASE AGREEMENT Between DIGITAL ANGEL CORPORATION and LONGVIEW INTERNATIONAL EQUITY FUND, L.P.
Common Stock Purchase Agreement • June 23rd, 2003 • Digital Angel Corp • Services-home health care services • New York

COMMON STOCK PURCHASE AGREEMENT Between DIGITAL ANGEL CORPORATION and LONGVIEW INTERNATIONAL EQUITY FUND, L.P. EXHIBIT A PUT NOTICE EXHIBIT B FORM OF REGISTRATION RIGHTS AGREEMENT EXHIBIT C CALCULATION NOTICE EXHIBIT D FORM OF OPINION FOR EXECUTION EXHIBIT E FORM OF OPINION FOR EACH PUT

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2003 • Digital Angel Corp • Services-home health care services • New York

This Agreement is made pursuant to the Common Stock Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the "Purchase Agreement").

June 20, 2003
Common Stock Purchase Agreement • June 23rd, 2003 • Digital Angel Corp • Services-home health care services

Reference is made to the Common Stock Purchase Agreement dated June 20, 2003 ("Common Stock Purchase Agreement") between you, as the investor (the "Investor"), and Digital Angel Corporation (the "Company") and the Registration Rights Agreement dated June 20, 2003 ("Registration Rights Agreement") between the Investor and the Company. As we informed you, the Company must obtain the consents of IBM Credit Corporation ("IBM Credit") and the Advisory Board of the Digital Angel Share Trust (the "Advisory Board") to issue and sell the shares of Common Stock to the Investor under the terms of the Common Stock Purchase Agreement. By signing this letter below, the Investor agrees with the Company that (a) the Company's representations in the Common Stock Purchase Agreement and the Registration Rights Agreement with respect to the consummation of the transactions contemplated by the Common Stock Purchase Agreement and the Registration Rights Agreement and with respect to having obtained all cons

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