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.
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.
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.
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
DIGITAL ANGEL CORPORATION SECURITIES PURCHASE AGREEMENT July 31, 2003Securities Purchase Agreement • December 31st, 2003 • Digital Angel Corp • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of July 31, 2003, by and among Digital Angel Corporation, a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").
AMENDMENT NO. 1 TO SECURED CONVERTIBLE NOTE December 17, 2003Secured Convertible Note • December 31st, 2003 • Digital Angel Corp • Communications equipment, nec
Reference is made to that certain secured convertible note dated July 31, 2003 made by Digital Angel, Inc., a Delaware corporation (the "Borrower") in favor LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box 1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands (the "Laurus") in the original principal amount of Two Million Dollars ($2,000,000) (the "Note"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Note.
