Filed by Bowne Pure Compliance



 




Exhibit 10.35




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, OR ANY STATE
SECURITIES LAWS. 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 AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
DIGITAL ANGEL CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.



Right to Purchase up to 967,742 Shares of Common Stock of

Digital Angel Corporation

(subject to adjustment as provided herein)




COMMON STOCK PURCHASE WARRANT




			
	 	 	 
	No.                     
	 	Issue Date: August 31, 2007






DIGITAL ANGEL CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for value received, KALLINA CORPORATION, or assigns (the
“Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as
defined herein) from and after the Issue Date of this Warrant and at any time or from time to time
before 5:00 p.m., New York time, through the close of business August 31, 2014 (the “Expiration
Date”), up to 967,742 fully paid and nonassessable shares of Common Stock (as hereinafter defined),
$0.005 par value per share, at the applicable Exercise Price per share (as defined below). The
number and character of such shares of Common Stock and the applicable Exercise Price per share are
subject to adjustment as provided herein.



As used herein the following terms, unless the context otherwise requires, have the following
respective meanings:




(a) The term “Common Stock” includes (i) the Company’s Common Stock, par value $0.005
per share; and (ii) any other securities into which or for which any of the securities
described in the preceding clause (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.




(b) The term “Company” shall include Digital Angel Corporation and any person or entity
which shall succeed, or assume the obligations of, Digital Angel Corporation hereunder.




(c) The “Exercise Price” applicable under this Warrant shall be a price of $1.69 for
all shares acquired hereunder;


 


 









 






(d) The term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the holder of
the Warrant at any time shall be entitled to receive, or shall have received, on the
exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 4 or otherwise.




(e) The term “Security Agreement” means the Security Agreement dated as of the date
hereof among the Holder, the Company and various Subsidiaries of the Company party thereto,
as amended, modified, restated and/or supplemented from time to time.




1. Exercise of Warrant.



1.1 Number of Shares Issuable upon Exercise. From and after the date hereof through
and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this
Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the
form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4.



1.2 Fair Market Value. For purposes hereof, the “Fair Market Value” of a share of
Common Stock as of a particular date (the “Determination Date”) shall mean:




(a) If the Company’s Common Stock is traded on the American Stock Exchange or another
national exchange or is quoted on the National or Capital Market of The Nasdaq Stock Market,
Inc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last
business day immediately preceding the Determination Date.




(b) If the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD Over The Counter
Bulletin Board, then the mean of the average of the closing bid and asked prices reported
for the last business day immediately preceding the Determination Date.




(c) Except as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree or in the absence of agreement by
arbitration in accordance with the rules then in effect of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided.




(d) If the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s
charter, then all amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of the Warrant are
outstanding at the Determination Date.


 


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1.3 Company Acknowledgment. The Company will, at the time of the exercise of this
Warrant, upon the request of the holder hereof acknowledge in writing its continuing obligation to
afford to such holder any rights to which such holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the holder shall fail to make any
such request, such failure shall not affect the continuing obligation of the Company to afford to
such holder any such rights.



1.4 Trustee for Warrant Holders. In the event that a bank or trust company shall have
been appointed as trustee for the holders of this Warrant pursuant to Subsection 3.2, such bank or
trust company shall have all the powers and duties of a warrant agent (as hereinafter described)
and shall accept, in its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may
be, on exercise of this Warrant pursuant to this Section 1.




2. Procedure for Exercise.



2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the
Holder as the record owner of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares in accordance herewith. As
soon as practicable after the exercise of this Warrant in full or in part, and in any event within
three (3) business days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as
such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance
with applicable securities laws, a certificate or certificates for the number of duly and validly
issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such
Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such
holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market
Value of one full share, together with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1
or otherwise.




2.2 Exercise.




(a) Payment may be made either (i) in cash by wire transfer of immediately available
funds or by certified or official bank check payable to the order of the Company equal to
the applicable aggregate Exercise Price, (ii) by delivery of this Warrant, or shares of
Common Stock and/or Common Stock receivable upon exercise of this Warrant in accordance with
the formula set forth in subsection (b) below, or (iii) by a combination of any of the
foregoing methods, for the number of Common Shares specified in such Exercise Notice (as
such exercise number shall be adjusted to reflect any adjustment in the total number of
 shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder
shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or
Other Securities) determined as provided herein.


 


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(b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of
one share of Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to
receive shares equal to the value (as determined below) of this Warrant (or the portion
thereof being exercised) by surrender of this Warrant at the principal office of the Company
together with the properly endorsed Exercise Notice in which event the Company shall issue
to the Holder a number of shares of Common Stock computed using the following formula:



	 	 	 	 	 
	X =

	 	Y(A-B)
	 	 
	 

	 	 	 	 
	 

	 	A	 	 
	 
	 	 	 	 
	Where X =	 	the number of shares of Common Stock to be issued to the Holder
	 
	 	 	 	 
	Y =	 	the number of shares of Common Stock purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this Warrant being
exercised (at the date of such calculation)
	 
	 	 	 	 
	A =	 	the Fair Market Value of one share of the Company’s Common Stock (at the date
of such calculation)
	 
	 	 	 	 
	B =	 	the Exercise Price per share (as adjusted to the date of such calculation)







3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.



3.1 Reorganization, Consolidation, Merger, Etc. If there occurs (i) any capital
reorganization or any reclassification of the Common Stock of the Company; (ii) any consolidation
or merger of the Company with or into another person (A) where the Company is not the continuing
entity, (B) which results in any reorganization or reclassification of its outstanding Common
Stock; or (C) which results in the Common Stock of the Company being changed into or exchanged for
common stock or other securities of any other entity or cash or any other assets, or (iii) the sale
or conveyance of all or substantially all of the assets of the Company to another person, then, as
a condition precedent to any such reorganization, reclassification, consolidation, merger, sale or
conveyance, proper and adequate provision shall be made by the Company whereby the Holder will be
entitled to receive upon surrender of the Warrant to the Company (x) to the extent there are cash
proceeds resulting from the consummation of such reorganization, reclassification, consolidation,
merger, sale or conveyance, in exchange for such Warrant, cash in an amount equal to the cash
proceeds that would have been payable to the Holder had the Holder exercised such Warrant
immediately prior to the consummation of such reorganization, reclassification, consolidation,
merger, sale or conveyance, less the aggregate Exercise Price payable upon exercise of the Warrant,
and (y) to the extent that the Holder would be entitled to receive Common Stock (or Other
Securities) (in addition to or in lieu of cash in connection with any such reorganization,
reclassification, consolidation, merger, sale or conveyance), the same kind and amounts of
securities or other



 


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assets, or both, that are issuable or distributable to the holders of outstanding Common Stock
(or Other Securities) of the Company with respect to their Common Stock (or Other Securities) upon
such reorganization, reclassification, consolidation, merger, sale or conveyance, as would have
been deliverable to the Holder had the Holder exercised such Warrant immediately prior to the
consummation of such reorganization, reclassification, consolidation, merger, sale or conveyance
less an amount of such securities having a value equal to the aggregate Exercise Price payable upon
exercise of the Warrant. The Company shall provide the Holder notice of its intent to affect
such reorganization, reclassification, consolidation, merger, sale or conveyance promptly after
such notice is mailed or otherwise provided to the holders of the Common Stock, but in no event
less than fifteen (15) days prior to the consummation of such transaction. If Holder elects to
exercise this Warrant in connection with the consummation of such transaction, Holder shall
promptly notify the Company, provided, however, that such notification shall in no case be provided
less than five (5) days prior to the scheduled consummation or effective date, as the case may be,
of the transaction. If the Holder does not choose to exercise this Warrant at the time such
reorganization, reclassification, consolidation, merger, sale or conveyance, then this Warrant
shall continue in full force pursuant to Section 3.3 below.



3.2 Dissolution. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be
delivered to the Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder pursuant to Section 3.1, or, if the Holder shall so instruct
the Company, to a bank or trust company specified by the Holder and having its principal office in
New York, NY as trustee for the Holder.



3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer
(and any dissolution following any transfer) referred to in this Section 3, so long as a portion of
this Warrant remains unexercised, this Warrantshall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the case of any such
transfer, the person acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this Warrant as provided in
Section 4. The Holder of this Warrant, on exercise hereof at any time after the consummation or
effective date of any reorganization, consolidation, merger or transfer, shall receive, in lieu of
the Common Stock issuable on such exercise prior to the date of such Reorganization, the stock and
other securities and property (including cash) to which such holder would have been entitled upon
the date of such transaction if such holder had exercised this Warrant immediately prior thereto
less an amount of cash and/or securities having a value equal to the aggregate Exercise Price
payable upon exercise of the Warrant. In the event this Warrant does not continue in full force and
effect after the consummation of the transactions described in this Section 3, then the Company’s
securities and property (including cash, where applicable) receivable by the Holder will be
delivered to the Holder or the Trustee as contemplated by Section 3.2.


 


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4. Extraordinary Events Regarding Common Stock. In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding
Common Stock or any preferred stock issued by the Company, (b) subdivide its outstanding shares of
Common Stock, (c) combine its outstanding shares of the Common Stock into a smaller number of
shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with
the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after such event, and the product so obtained shall thereafter be the Exercise Price
then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4. The number of
shares of Common Stock that the holder shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the
number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be
issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would
otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the
Exercise Price in effect on the date of such exercise (taking into account the provisions of this
Section 4). Notwithstanding the foregoing, in no event shall the Exercise Price be less than the
par value of the Common Stock.



5. Certificate as to Adjustments. In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the
Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment or readjustment and showing in detail the
facts upon which such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of Common Stock (or
Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in
effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the
holder and any Warrant agent of the Company (appointed pursuant to Section 11 hereof).



6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will at
all times reserve and keep available, solely for issuance and delivery on the exercise of this
Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of
this Warrant.



7. Assignment; Exchange of Warrant. Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder
hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant, with
the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement
Form”) and together with evidence reasonably satisfactory to the



 


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Company demonstrating compliance with applicable securities laws, which shall include, without
limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that such
transfer is exempt from the registration requirements of applicable securities laws, the Company at
its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and
deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of
the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a
“Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.



8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation,
on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver,
in lieu thereof, a new Warrant of like tenor.



9. Registration Rights. The Holder has been granted certain registration rights by
the Company. These registration rights are set forth in a Registration Rights Agreement entered
into by the Company and Holder dated as of the date hereof, as the same may be amended, modified
and/or supplemented from time to time.



10. Maximum Exercise. Notwithstanding anything herein to the contrary, in no event
shall the Holder be entitled to exercise any portion of this Warrant in excess of that portion of
this Warrant upon exercise of which the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder and its Affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Holder subject to a limitation on
conversion analogous to the limitations contained herein) and (2) the number of shares of Common
Stock issuable upon the exercise of the portion of this Warrant with respect to which the
determination of this proviso is being made, would result in beneficial ownership by the Holder and
its Affiliates of any amount greater than 9.99% of the then outstanding shares of Common Stock
(whether or not, at the time of such exercise, the Holder and its Affiliates beneficially own more
than 9.99% of the then outstanding shares of Common Stock). As used herein, the term “Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a person or entity, as such terms are
used in and construed under Rule 144 under the Securities Act. For purposes of the second
preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as
otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or
oral request of the Holder, the Company shall within three (3) business days confirm orally and in
writing to the Holder the number of shares of Common Stock outstanding as of any given date. The
limitations set forth herein (x) may be waived by the Holder upon provision of no less than
sixty-one (61) days prior written notice to the Company and (y) shall automatically become null and
void following notice to the Company upon the occurrence and during the continuance of an Event of
Default (as defined in the



 


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Security Agreement), except that at no time shall the Company be obligated to issue any shares
of Common Stock pursuant to the terms of this Warrant, the Purchase Agreement, any Related
Agreement (as defined in the Purchase Agreement) if the issuance of such shares of Common Stock
would exceed the aggregate number of shares of Common Stock which the Company may issue pursuant to
the terms of this Warrant, the Purchase Agreement or any Related Agreement without violating the
rules or regulations of the Principal Market (the “Exchange Cap”), except that such limitation
shall not apply in the event that the Company obtains the approval of its stockholders as required
by the applicable rules or regulations of the Principal Market for issuances of Common Stock in
excess of such amount. Notwithstanding anything contained herein to the contrary, the number of
shares of Common Stock issuable by the Company and acquirable by the Holder pursuant to the terms
of this Warrant, the Purchase Agreement, any Related Agreement (as defined in the Purchase
Agreement) or otherwise, shall not exceed an aggregate of 8,923,813 shares of Common Stock (subject
to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations
affecting the Common Stock).”



11. Warrant Agent. The Company may, by written notice to the each Holder of the
Warrant, appoint an agent for the purpose of issuing Common Stock (or Other Securities) on the
exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.



12. Transfer on the Company’s Books. Until this Warrant is transferred on the books
of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.



13. Rights of Shareholders. No Holder shall be entitled to vote or receive dividends
or be deemed the holder of the shares of Common Stock or any other securities of the Company which
may at any time be issuable upon exercise of this Warrant for any purpose (the “Warrant Shares”),
nor shall anything contained herein be construed to confer upon the Holder, as such, any of the
rights of a shareholder of the Company or any right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action (whether upon the recapitalization, issuance of shares, reclassification of
shares, change of nominal value, consolidation, merger, conveyance or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise, in each case,
until the earlier to occur of (x) the date of actual delivery to Holder (or its designee) of the
Warrant Shares issuable upon the exercise hereof or (y) the third business day following the date
such Warrant Shares first become deliverable to Holder, as provided herein.



14. Notices, Etc. All notices and other communications from the Company to the Holder
shall be mailed by first class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company in writing by such Holder or, until any such Holder
furnishes to the Company an address, then to, and at the address of, the last Holder who has so
furnished an address to the Company.


 


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15. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY
THIS WARRANT SHALL BE BROUGHT ONLY IN STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN
THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND
BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. The individuals executing this Warrant on behalf of
the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The
prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees
and costs. In the event that any provision of this Warrant is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision of this Warrant. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision hereof. The Company acknowledges that legal
counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party shall not be applied in
the interpretation of this Warrant to favor any party against the other party.



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SIGNATURE PAGE FOLLOWS]




 


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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.



	 	 	 	 	 
	 	 	DIGITAL ANGEL CORPORATION
	 
	 	 	 	 
	WITNESS:
	 	 	 	 
	/s/ Carol E. Olson

	 	By:
	 	/s/ Lorraine M. Breece
	 

	 	 	 	 
	Carol E. Olson

	 	Name:
	 	Lorraine M. Breece
	 

	 	Title:
	 	Vice President, Acting Chief

Financial Officer







 


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