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
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.
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2007 • Digital Angel Corp • Communications equipment, nec
THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT, dated as of June 28, 2007 (this “Amendment), is by and between Digital Angel Corporation, a Delaware corporation (the “Company”), Imperium Master Fund, Ltd. (“Imperium”) and Gemini Master Fund, Ltd. (“Gemini” and together with Imperium, the “Investors”).
