Exhibit 10.4





Exhibit 10.4




PLEDGE AGREEMENT




THIS PLEDGE AGREEMENT (this “Agreement”), dated as of August 31, 2010, is by and
between DIGITAL ANGEL TECHNOLOGY CORPORATION, a Minnesota corporation (“Pledgor”) and TCI
BUSINESS CAPITAL, INC., a Minnesota corporation (“Lender”).



RECITALS:





Pledgor and Lender acknowledge the following:



A. Pledgor’s parent corporation, DESTRON FEARING CORPORATION, a Delaware corporation
(“Borrower”) and Lender are parties to a certain Credit and Security Agreement dated on or
about the date hereof (as the same maybe amended, restated, renewed, supplemented or otherwise
modified from time to time, the “Credit Agreement”), pursuant to which Lender has made, or
will make, certain loans and other financial accommodations available to Borrower.



B. It is a condition precedent to the agreement of Lender to extend such loans and provide
such other financial accommodations that Pledgor shall have executed and delivered this Agreement
in favor of Lender.



AGREEMENTS:




In consideration of the Recitals and in order to induce Lender to extend credit under the
Credit Agreement, Pledgor hereby agrees with Lender as follows:



1. Definitions. All terms defined in the Minnesota Uniform Commercial Code (the
“UCC”) and used herein shall have the meanings assigned to such terms in the UCC and
capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.



2. Pledge and Collateral. To secure the payment and performance of (a) all of
Borrower’s indebtedness, liabilities and obligations to Lender, whether now existing or hereafter
arising, whether otherwise secured or unsecured and howsoever evidenced, arising or created,
including but not limited to all of Borrower’s obligations arising under the Credit Agreement,
including any extensions, modifications, substitutions, amendments and renewals thereof, whether
for principal, interest, fees, expenses, indemnification or otherwise, (b) all of Pledgor’s
obligations to Lender under this Agreement, and (c) all other indebtedness, liabilities and/or
obligations under any and all other agreements, documents and instruments evidencing, securing or
relating to the Credit Agreement, including any extensions, modifications, substitutions,
amendments and renewals thereof, whether for fees, expenses, indemnification or otherwise
(collectively, the “Secured Obligations”), Pledgor hereby pledges to Lender and grants to
Lender a first priority security interest in all its right, title and interest in and to the
following described collateral (collectively, the “Pledged Collateral”):



(a) all right, title and interest of the Pledgor, now existing or hereafter acquired, in all
shares of stock, options, certificates, instruments or other documents evidencing or representing
an ownership interest in FEARING MANUFACTURING CO., INC., a Minnesota corporation (the
“Issuer”), including without limitation all of Pledgor’s financial and governance rights
and its right to share in all profits, dividends and distributions; and


 


 









 





(b) all right, title and interest of Pledgor in and to all present and future payments,
proceeds, dividends, distributions, splits, warrants, subscriptions, instruments, compensation,
property, assets, interests and rights, and all monies, due or to become due and payable to Pledgor
in connection with the Pledged Collateral or otherwise paid, issued or distributed from time to
time in respect of or in substitution or exchange therefor or on account of the Pledged Collateral,
and any certificate, instrument or other document evidencing or representing the same (including
all proceeds of dissolution or liquidation).



The shares of stock, options, certificates, instruments or other documents evidencing or
representing the foregoing shall be collectively referred to herein as the “Pledged
Securities”.




3. Delivery of Pledged Securities; Control.




(a) Pledgor shall deliver to Lender:




(i) The Pledged Securities described on Schedule I attached hereto on or before
the date hereof;




(ii) Any other original shares of stock, options, certificates, instruments or other
documents constituting Pledged Securities within five (5) days after the Pledgor’s receipt
thereof;




(iii) Blank stock powers, duly executed by Pledgor with respect to any Pledged
Securities delivered in connection with (i) and (ii) above, which such blank stock powers
shall be in substantially the form provided on Exhibit A attached hereto; and




(iv) Acknowledgments of Issuer, duly executed by Issuer, which such Acknowledgment
shall be in substantially the form provided on Exhibit B attached hereto.




(b) If Issuer is organized in a jurisdiction which does not permit the use of
certificates to evidence equity ownership, or if any of the Pledged Collateral is at any
time not evidenced by certificates of ownership, then Pledgor shall (i) cause Issuer to
record on the equity holder register, or in the books of Issuer, the pledge of the Pledged
Collateral hereunder, (ii) cause Issuer to execute and deliver to Lender a control agreement
by and among Issuer, Lender and Pledgor in form and substance acceptable to Lender, and
(iii) execute any customary pledge forms or other documents reasonably necessary or
appropriate to complete the pledge and give Lender the right and power to transfer such
Pledged Collateral in accordance with the terms hereof.



4. Representations, Warranties and Covenants of the Pledgor. Pledgor hereby
represents, warrants and covenants that:



(a) Pledged Collateral. Set forth on Schedule I is a complete and accurate
list and description of all Pledged Securities as of the date of this Agreement, together with the
names of all shareholders of Issuer, and their respective percentage interests.



(b) Percentage of Outstanding Equity. The Pledged Securities constitute, and until
payment in full of the Secured Obligations will continue to constitute, all of the outstanding
(i) shares of capital stock of Issuer, (ii) securities or obligations convertible or exchangeable
into any such shares or interests, and (iii) warrants, rights or options to subscribe for or
purchase any such shares or interests, or any such convertible or exchangeable securities or
obligations.


 


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(c) Title. Pledgor has title to and is the sole legal and beneficial owner of the
Pledged Collateral free of any liens, security interests, claims or other encumbrances of any kind
limiting the transferability of the Pledged Collateral, except as granted herein.



(d) Due Authorization, Etc., of Stock. The Pledged Securities have been duly
authorized and validly issued and are fully paid and nonassessable and are not subject to the
preemptive rights of any person. All of the Pledged Securities were issued pursuant to a valid
exemption from the registration requirements of the Securities Act of 1933, as amended, and fully
comply with any and all applicable state securities laws.



(e) Sale or Other Disposition of Pledged Collateral. The Pledgor will not assign (by
operation of law or otherwise), sell, lease, transfer, pledge or grant a security interest in or
otherwise dispose of or abandon any Pledged Collateral, and the inclusion of “proceeds” of the
Pledged Collateral under the security interest granted herein shall not be deemed a consent by the
Lender to any sale or other disposition of any Pledged Collateral except as expressly permitted
herein.



(f) Required Consents. Except for any consents as may be required in connection with
any disposition of any portion of the Pledged Securities by laws affecting the offering and sale of
securities generally, no consent of any other person or entity (including members and creditors of
the Pledgor) is required in connection with (i) the execution, delivery, performance, validity or
enforceability of this Agreement; (ii) the perfection or maintenance of the security interest
created hereby (including the first priority nature of such security interest); or (iii) the
exercise by the Lender of the voting or other rights provided for in this Agreement. Without
limiting the generality of the foregoing, the Pledgor specifically represents and warrants that the
security interest granted hereby is authorized under the terms of, and fully satisfies the
requirements of, any restriction on the assignment of financial or governance rights in Issuer
arising under the laws of Minnesota (including without limitation the Minnesota Business
Corporations Act), the articles of incorporation or bylaws of Issuer, any resolution adopted by the
shareholders or board of directors of Issuer, any written action by the shareholders or board of
directors of Issuer, or among them and Issuer or otherwise.



(g) Nature of Security Interest. When the Pledged Securities are delivered to the
Lender (or, in the case of uncertificated Pledged Securities, when the Issuer of such Pledged
Securities has marked its books and records to reflect the security interest of the Lender in such
Pledged Securities and executed and delivered to the Lender an acknowledgment in the form attached
hereto as Exhibit B), the Lender will obtain a valid and perfected first security interest
in such Pledged Securities as security for the repayment of the Secured Obligations, prior to all
other liens and encumbrances thereon and security interests therein.



(h) Action Impairing Value of Pledged Collateral. The Pledgor will not, without the
prior written consent of the Lender, execute any document or instrument or take any other action in
connection with any of the Pledged Collateral which would impair the value of the interest or
rights of the Pledgor or the Lender therein. None of the Pledged Collateral is subject to an
option to purchase or similar right of any person or entity.



(i) Taxes. Pledgor will pay, when due, all taxes and other governmental charges
levied or assessed upon or against any Pledged Collateral. Lender at its option may pay and
discharge any taxes, governmental charges, liens, or encumbrances on the Pledged Collateral which
sums so advanced or paid by Lender shall be paid by Pledgor on demand with interest at the highest
rate permitted by applicable law and shall become part of the Secured Obligations.


 


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(j) Turnover. If Pledgor receives any payment or property from the Pledged Collateral
in violation of the terms of this Agreement, Pledgor will hold such payment or property in trust
for Lender and forthwith pay over or deliver the same to Lender in the form received with
appropriate endorsement or assignment in-blank to be applied in accordance with the terms hereof.



(k) Further Assurances. At any time or times hereafter, Pledgor authorizes Lender to
file such financing statements and the Pledgor agrees it will, at its sole cost and expense,
perform all acts and execute all documents requested by the Lender from time to time to evidence,
perfect, maintain or enforce the Lender’s first priority security interest in the Pledged
Collateral or otherwise in furtherance of the provisions of this Agreement.




5. Registration.



(a) At any time before or after the occurrence of an Event of Default the Lender may cause all
or any of the Pledged Securities to be transferred to or registered in its name or the name of its
nominee or nominees.



(b) If the Lender shall determine to exercise its right to sell all or any of the Pledged
Collateral pursuant to Section 10 hereof, the Pledgor will, at its expense do or cause to
be done all such other acts and things as may be necessary to make such sale of the Pledged
Collateral or any part thereof valid and binding and in compliance with applicable law.



(c) The Pledgor will not permit Issuer to issue, deliver or register for transfer (i) any
shares of its capital stock, (ii) any securities or obligations convertible or exchangeable into
any such shares or (iii) any warrants, rights or options to subscribe for or purchase any such
shares or any such convertible or exchangeable securities or obligations.



6. Voting Rights and Certain Payments Prior to Default. So long as no Event of
Default exists, the Pledgor shall be entitled:




(a) to exercise, as the Pledgor shall deem appropriate:




(i) the voting power with respect to the Pledged Collateral in respect of the election
of directors; and




(ii) the voting power with respect to the Pledged Collateral in respect of all other
matters but in a manner not inconsistent with the terms hereof or of the Secured
Obligations; provided, however, that the Pledgor shall not exercise or refrain from
exercising any such voting power if such action would have a material adverse effect on the
value of the Pledged Collateral or any part thereof.



For the above purposes, the Lender shall (if any Pledged Securities shall be registered in the name
of the Lender or its nominee) execute or cause to be executed from time to time, at the expense of
the Pledgor, such proxies or other instruments in favor of the Pledgor, in such form and for such
purposes as shall be reasonably required by the Pledgor as specified in a written request therefor,
to enable the Pledgor to exercise such voting power with respect to the Pledged Securities;



(b) except as otherwise provided in Sections 7 and 8 hereof, to receive and
retain for its own account any and all payments, proceeds, dividends, distributions, monies,
compensation, property, assets, instruments or rights, other than:




(i) stock or liquidating dividends or distributions with respect to any of the Pledged
Securities; or


 


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(ii) extraordinary dividends and dividends or other amounts payable under or in
connection with any recapitalization, restructuring or other nonordinary course event, paid,
issued or distributed from time to time in respect of the Pledged Collateral (the dividends
and amounts in this clause (ii) being collectively referred to herein as the
“Extraordinary Payments”).




7. Extraordinary Payments and Distributions.



(a) In case, upon the dissolution or liquidation (in whole or in part) of Issuer, any sum
shall be paid or payable as a liquidating dividend or otherwise upon or with respect to any of the
Pledged Securities or in the event any other Extraordinary Payment is paid or payable, then and in
any such event such sum shall be paid over to the Lender promptly, and in any event within five
days after receipt thereof, to be held by the Lender as additional collateral hereunder or, in the
discretion of the Lender, applied against the then-outstanding Secured Obligations in such amounts
and in such a manner as the Lender may determine.



(b) In case any stock dividend shall be declared with respect to any of the Pledged
Securities, or any shares of stock or fractions thereof shall be issued pursuant to any stock split
or reclassification involving any of the Pledged Securities, or any distribution of capital shall
be made on any of the Pledged Securities, or any shares, obligations or other property shall be
distributed upon or with respect to the Pledged Securities pursuant to a recapitalization or
reclassification of the capital of the Pledgor, or pursuant to the dissolution, liquidation (in
whole or in part), bankruptcy or reorganization of Issuer, or to the merger or consolidation of
Issuer with or into another entity, the shares, obligations or other property so distributed shall
be delivered to the Lender promptly, and in any event within five days after receipt thereof, to be
held by the Lender as additional collateral hereunder, and all the same (other than cash) shall
constitute Pledged Collateral for all purposes hereof.




8. Voting Rights and Certain Payments After Default.



(a) Upon the occurrence and during the continuance of any Event of Default, all rights of the
Pledgor to exercise or refrain from exercising the voting and other consensual rights which the
Pledgor would otherwise be entitled to exercise pursuant to Section 6(a) hereof and to
receive the dividends and interest payments which it would otherwise be authorized to receive and
retain pursuant to Section 6(b) shall upon written notice by the Lender to the Pledgor
cease, and thereupon the Lender shall be entitled to exercise all voting power with respect to the
Pledged Securities and to receive any and all dividends, distributions and interest at any time and
from time to time declared or paid upon any of the Pledged Securities (which shall be applied
against the then-outstanding Secured Obligations) in such amounts and in such a manner as the
Lender may determine.



(b) All dividends, distributions and interest payments which are received by the Pledgor
contrary to the provisions of subsection (a) above shall be received in trust for the benefit of
the Lender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to
the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).


 


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9. Events of Default. The occurrence of any of the following events shall constitute
an Event of Default under this Agreement:




(a) The occurrence of an Event of Default under the terms of, and as defined in, the
Credit Agreement or any other Loan Documents (as defined in the Credit Agreement);




(b) Pledgor shall fail to perform any of its agreements contained herein; or




(c) Any statement, representation or warranty of Pledgor made herein or any time
furnished to Lender shall be untrue in any material respect as of the date made.




10. Remedies.



(a) If any Event of Default exists, the Lender may exercise in respect of the Pledged
Collateral, in addition to other rights and remedies provided for herein or otherwise available to
it, all the rights and remedies of a secured party on default under the UCC (whether or not
applicable to the affected Pledged Collateral) and may also, without obligation to resort to other
security, at any time and from time to time sell, resell, assign and deliver, in its discretion,
all or any of the Pledged Collateral, in one or more parcels at the same or different times, and
all right, title and interest, claim and demand therein and right of redemption thereof, on any
securities exchange on which any Pledged Securities or any of them may be listed, or at public or
private sale, for cash, upon credit or for future delivery, and in connection therewith the Lender
may grant options, the Pledgor hereby waiving and releasing any and all equity or right of
redemption.



(b) If any of the Pledged Collateral is sold by the Lender upon credit or for future delivery,
the Lender shall not be liable for the failure of the purchaser to purchase or pay for the same
and, in the event of any such failure, the Lender may resell such Pledged Collateral. In no event
shall any part of the proceeds of sale of any Pledged Collateral be credited against the Secured
Obligations until the payment therefor has actually been received by the Lender.



(c) The Lender may apply the cash proceeds actually received from any sale or other
disposition of the Pledged Collateral to the Secured Obligations in any order or manner which the
Lender may determine, and the Pledgor shall remain liable and will pay the Lender on demand any
deficiency remaining.



(d) The Pledgor recognizes that the Lender may be unable to effect a public sale of the
Pledged Collateral consisting of securities by reason of certain prohibitions contained in the
Securities Act, or in applicable Blue Sky or other state securities laws, as now or hereafter in
effect, but may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such securities for their
own account, for investment and not with a view to the distribution or resale thereof. The Pledgor
agrees that any such Collateral sold at any such private sale may be sold at a price and upon other
terms less favorable to the seller than if sold at public sale and that each such private sale
shall be deemed to have been made in a commercially reasonable manner. The Lender shall have no
obligation to delay sale of any such securities for the period of time necessary to permit the
Pledgor, even if the Pledgor would agree, to register such securities for public sale under the
Securities Act. The Pledgor agrees that private sales made under the foregoing circumstances shall
be deemed to have been made in a commercially reasonable manner.



(e) The Lender shall give the Pledgor ten days’ prior notice of the time and place of any
public sale and of the time after which any private sale or other disposition is to be made, which
notice the Pledgor agrees is reasonable, all other demands, advertisements and notices being hereby
waived.


 


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(f) The Lender shall not be obligated to make any sale of Pledged Collateral if it shall
determine not to do so, regardless of the fact that notice of sale may have been given. The Lender
may, without notice or publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for sale, and such sale
may, without further notice, be made at the time and place to which the same was so adjourned.



(g) The remedies provided herein in favor of the Lender shall not be exclusive, but shall be
cumulative and in addition to all other remedies in favor of the Lender existing under the Loan
Documents or at law or in equity.




11. Lender Appointed Attorney-in-Fact.



(a) To effectuate the terms and provisions hereof, the Pledgor hereby appoints the Lender as
the Pledgor’s attorney-in-fact for the purpose, after the occurrence and during the continuance of
an Event of Default, of carrying out the provisions of this Agreement and taking any action and
executing any instrument which the Lender may deem necessary or advisable to accomplish the
purposes hereof (subject to the rights of the Pledgor under Section 6). Without limiting
the generality of the foregoing, the Lender shall, after the occurrence and during the continuance
of an Event of Default, have the right and power to:




(i) receive, endorse and collect all checks and other orders for the payment of money
made payable to the Pledgor representing any interest or dividend or other distribution or
amount payable in respect of the Pledged Collateral or any part thereof and to give full
discharge for the same; and




(ii) execute endorsements, assignments or other instruments of conveyance or transfer
with respect to all or any of the Pledged Collateral.



(b) Other than any action which constitutes gross negligence or willful misconduct, all acts
done under the foregoing authorization are hereby ratified and approved and neither the Lender nor
any designee or agent thereof shall be liable for any act or omission, for any error of judgment or
for any mistake of fact or law.



(c) This power of attorney, being coupled with an interest, is irrevocable while any Secured
Obligations remain unpaid or unperformed.




12. Lender’s Duties; Reasonable Care.



(a) The Lender shall have the duty to exercise reasonable care in the custody and preservation
of any Pledged Collateral in its possession, which duty shall be fully satisfied if the Lender
maintains safe custody of such Pledged Collateral.



(b) Except as specifically set forth above, the Lender shall have no further obligation to
ascertain the occurrence of, or to notify the Pledgor with respect to, any events and shall not be
deemed to assume any such further obligation as a result of the establishment by the Lender of any
internal procedures with respect to any securities in its possession, nor shall the Lender shall
not be deemed to assume any other responsibility for, or obligation or duty with respect to, any
Pledged Collateral, or its use, of any nature or kind, or any matter or proceedings arising out of
or relating thereto, including any obligation or duty to take any action to collect, preserve or
protect its or the Pledgor’s rights in the Pledged Collateral or against any prior parties thereto,
but the same shall be at the Pledgor’s sole risk and responsibility at all times.


 


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(c) The Pledgor hereby releases the Lender, and its officers, directors, employees and agents,
from any claims, causes of action and demands at any time arising out of or with respect to this
Agreement, the Pledged Collateral and/or any actions taken or omitted to be taken by the Lender
with respect thereto (except, in the case of the Lender, such claims, causes of action and demands
arising from the gross negligence or willful misconduct of the Lender), and the Pledgor hereby
agrees to hold the Lender and its officers, directors, employees and agents harmless from and with
respect to any and all such claims, causes of action and demands (except such claims, causes of
action and demands arising from the gross negligence or willful misconduct of the Lender).



13. Rights and Remedies Not Waived. The Lender’s prior recourse to any Pledged
Collateral shall not constitute a condition of any demand, suit or proceeding for payment or
collection of the Secured Obligations. No act, omission or delay by the Lender shall constitute a
waiver of its rights and remedies hereunder or otherwise. No single or partial waiver by the
Lender of any default hereunder or right or remedy which it may have shall operate as a waiver of
any other default, right or remedy or of the same default, right or remedy on a future occasion.



14. Obligations Not Affected by Acts of Lender. Pledgor’s obligations hereunder shall
not be affected or impaired by any of the following acts or things which Lender is expressly
authorized to do, omit or suffer from time to time, without notice or approval by Lender: (i) any
extension, renewal, modification or amendment of the Credit Agreement or any of the documents,
instruments or agreements creating, evidencing or securing the Secured Obligations or delivered
therewith; (ii) any delay or lack of diligence in the enforcement of any of the Secured
Obligations; (iii) any failure to institute proceedings, file a claim or give any required notices;
(iv) any full or partial release of, settlement with or agreement not to sue any guarantor,
indemnitor or any other person or entity obligated under the Secured Obligations; (v) any waiver or
indulgence granted to any guarantor or any person or entity obligated under the Secured
Obligations; (vi) any failure to obtain or realize upon any other Pledged Collateral obtained from
any other party or to see to the proper perfection thereof or to establish the priority of the lien
thereon or (vii) acquire a security interest in any property in addition to the Pledged Collateral
or release any such interests so acquired or permit any substitution or exchange for such property
or any portion thereof.



15. Lender May Perform. If the Pledgor fails to perform any agreement contained
herein, the Lender may itself perform, or cause performance of, such agreement, and the expenses of
the Lender incurred in connection therewith shall be payable by the Pledgor on demand.



16. Governing Law. This Agreement is being delivered in and shall be deemed to be a
contract governed by the laws of the State of Minnesota and shall be interpreted and enforced in
accordance with the laws of that state without regard to the principles of conflicts of laws.



17. Submission to Jurisdiction; Service of Process. As a material inducement to the
Lender to enter into the Credit Agreement, the parties agree that:




ALL JUDICIAL PROCEEDINGS IN ANY MANNER RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS, OR ANY OBLIGATIONS THEREUNDER, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF MINNESOTA LOCATED IN HENNEPIN
COUNTY. BY EXECUTING AND DELIVERING THIS AGREEMENT, THE PLEDGOR IRREVOCABLY:




(a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS;


 


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(b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;




(c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT
MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE PLEDGOR
AT ITS ADDRESS SPECIFIED IN SECTION 21;




(d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE PLEDGOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND




(e) AGREES THAT THE LENDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF
ANY OTHER JURISDICTION.



18. Waiver of Trial by Jury. THE PLEDGOR AND THE LENDER HEREBY AGREE TO WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT. The scope of this waiver is intended to be all encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this transaction, including
contract claims, tort claims, breach of duty claims and all other common law and statutory claims.
The Pledgor and the Lender each acknowledge that this waiver is a material inducement for the
Borrower and the Lender to enter into a business relationship, that the Borrower and the Lender
have already relied on this waiver in entering into this Agreement and that each will continue to
rely on this waiver in their related future dealings. The Pledgor and the Lender further warrant
and represent that each has reviewed this waiver with its legal counsel, and that each knowingly
and voluntarily waives its jury trial rights following consultation with legal counsel. THIS
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN
BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 18 AND EXECUTED BY EACH
OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be
filed as a written consent to a trial by the court.



19. Limitation of Liability. THE PLEDGOR AND THE LENDER HEREBY WAIVE ANY RIGHT EITHER
OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE OTHER PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES, OF WHATEVER NATURE, OTHER THAN ACTUAL DAMAGES.



20. Admissibility of Pledge Agreement. The Pledgor agrees that a copy of this
Agreement signed by the Pledgor and transmitted by telecopier for delivery to the Lender shall be
admissible in evidence as the original itself in any judicial or administrative proceeding, whether
or not the original is in existence.



21. Notices. All notices shall be sent in the manner, to such addresses and shall be
effective at such times as are set forth in Section 8.3 of the Credit Agreement.



22. Entire Agreement; Amendments and Modification. This Agreement is the entire
agreement of the parties with respect to the subject matter hereof and supersedes all prior
understandings
and agreements. No provision of this Agreement shall be amended or modified except by a
written instrument executed by the Pledgor and the Lender.


 


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23. Continuing Pledge Agreement.



(a) This Agreement shall create a continuing security interest in the Pledged Collateral and
shall be binding upon the Pledgor and its successors and assigns and inure to the benefit of, and
be enforceable by, the Lender and its successors, transferees and assigns.



(b) Upon the payment in full of the Secured Obligations and all other amounts payable under
this Agreement and the expiration of the Lender’s obligation (if any) to extend additional credit
under the Credit Agreement, the security interest granted hereby shall terminate and all rights to
the Pledged Collateral shall revert to the Pledgor. Upon any such termination, the Lender will, at
the Pledgor’s expense and without representation or warranty of any nature whatsoever and wholly
without recourse, return to the Pledgor such of the Pledged Collateral as shall not have been sold
or otherwise applied pursuant to the terms hereof and execute and deliver to the Pledgor such
documents as the Pledgor shall reasonably request to evidence such termination.



24. Expenses. The Pledgor agrees to pay on demand: (i) all costs and expenses of the
Lender (including the reasonable fees and expenses of counsel and paralegals for the Lender)
incurred in connection with the preparation, execution and delivery of this Agreement and the
preparation, negotiation and execution of any and all amendments to this Agreement, and (ii) all
costs and expenses of the Lender incurred in connection with the enforcement of its rights
hereunder. The obligations of the Pledgor under this Section shall survive any termination of this
Agreement.



25. Captions; Separability. The captions of the sections and subsections of this
Agreement have been inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. If any term of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity of all other terms hereof shall in no way be
affected thereby.



[Remainder of page intentionally left blank;

signature page follows]




 


10









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first above.




PLEDGOR:



	 	 	 	 	 
	 	DIGITAL ANGEL TECHNOLOGY CORPORATION,
 a Minnesota
corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Jason Prescott 	 
	 	 	Title:  	Chief Financial Officer 	 





LENDER:



	 	 	 	 	 
	 	TCI BUSINESS CAPITAL, INC.,

a Minnesota corporation

 	 
	 	By:  	 	 
	 	 	Name:  	Catherine Sedacca 	 
	 	 	Title:  	Chief Risk Officer 	 


 


 









 





	 	 	 	 	 



SCHEDULE I




Pledged Securities




	 	 	 	 	 
	Owner
	 	Description
	 	Certificate Number(s)
	 
	 	 
	 	 






 


 









 







EXHIBIT A

IRREVOCABLE ASSIGNMENT IN BLANK




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
                                                                                 the
 following shares of capital stock of
                                                                                , a
                     corporation:




No. of Shares                                    Certificate No.



and irrevocably appoints                                          its agent and attorney-in-fact to
transfer all or any part of such capital stock and to take all necessary and appropriate action to
effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more
persons to act for him/her/it. The effectiveness of a transfer pursuant to this assignment shall
be subject to any and all transfer restrictions referenced on the face of the certificates
evidencing such interest or in the articles of incorporation, articles of organization, bylaws or
operating agreement, as applicable, of the subject company, to the extent they may from time to
time exist.



	 	 	 	 	 	 	 	 	 
	 	 	DIGITAL ANGEL TECHNOLOGY CORPORATION,
 a Minnesota
corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 


 









 





EXHIBIT B




Acknowledgment of Issuer




The undersigned hereby (a) acknowledges receipt of a copy of that certain Pledge Agreement
executed by DIGITAL ANGEL TECHNOLOGY CORPORATION, a Minnesota corporation (“Pledgor”) and
TCI BUSINESS CAPITAL, INC., a Minnesota corporation (“Lender”) dated as of
 _____, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”; capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Agreement), (b) agrees promptly to note on its books the
security interests granted to Lender under the Agreement, (c) agrees that it will comply with the
instructions of Lender with respect to the applicable Pledged Collateral without further consent by
Pledgor, (d) agrees to notify Lender upon obtaining knowledge of any interest in favor of any
person or entity in the applicable Pledged Collateral that is adverse to the interest of Lender
therein and (e) waives any right or requirement at any time hereafter to received a copy of the
Agreement in connection with the registration of any Pledged Collateral thereunder in the name of
Lender or its nominee or the exercise of voting rights by Lender or its nominee.



	 	 	 	 	 	 	 	 	 
	 	 	FEARING MANUFACTURING CO., INC.,
 a Minnesota
corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title: