LETTER AGREEMENTLetter Agreement • October 3rd, 2008 • Digital Angel Corp • Communications equipment, nec • New York
Reference is made to (a) the Securities Purchase Agreement dated as of August 31, 2007 between Digital Angel Corporation f/k/a Applied Digital Solutions, Inc. (the “Company”) and Kallina Corporation (“Kallina”) (as amended, restated, modified and/or supplemented from time to time, the “Kallina SPA”); (b) the Secured Term Note dated as of August 31, 2007 from the Company in favor of Kallina in the original principal amount of $7,000,000 (as amended, restated, modified and/or supplemented from time to time, the “2007 Kallina Note”); (c) the Stock Pledge Agreement dated as of August 31, 2007 by and among Kallina, the Company, Computer Equity Corporation, Destron Fearing Corporation f/k/a Digital Angel Corporation and Digital Angel Technology Corporation (as amended, restated, modified and/or supplemented from time to time, the “Kallina Pledge Agreement”); and (d) the other Related Agreements as defined in the Kallina SPA (collectively with the Kallina SPA, the 2007 Kallina Note, the Kalli
ContractDigital Angel Corp • October 3rd, 2008 • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
