THE ADDRESS AS SET FORTH ON THE SIGNATURE PAGE HEREOF,
WITH A COPY TO MICHELE D. VAILLANCOURT, ESQ., WINTHROP & WEINSTINE, P.A., SUITE
3500, 225 SOUTH SIXTH STREET, MINNEAPOLIS, MN 55402, FACSIMILE NUMBER (612)
604-6800, AND TO THE PURCHASER AT THE ADDRESS SET FORTH ON THE SIGNATURE PAGE
HERETO FOR SUCH PURCHASER, WITH A
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copy in the case of the Purchaser to John Tucker, Esq., 152 West 57th Street,
4th Floor, New York, NY 10019, facsimile number (212) 541-4434, or at such other
address as the Company or the Purchaser may designate by ten days advance
written notice to the other parties hereto.
8.9
TITLES AND SUBTITLES.
THE TITLES OF THE
SECTIONS AND SUBSECTIONS OF THE AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY
AND ARE NOT TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
8.10
FACSIMILE SIGNATURES; COUNTERPARTS.
THIS AGREEMENT
MAY BE EXECUTED BY FACSIMILE SIGNATURES AND IN ANY NUMBER OF COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE
INSTRUMENT.
8.11
BROKER'S FEES.
EXCEPT AS DESCRIBED IN SCHEDULE
8.11, EACH PARTY HERETO REPRESENTS AND WARRANTS THAT, EXCEPT AS EACH PARTY MAY
HAVE NOTIFIED THE OTHER IN WRITING ON OR PRIOR TO THE DATE HEREOF, NO AGENT,
BROKER, INVESTMENT BANKER, PERSON OR FIRM ACTING ON BEHALF OF OR UNDER THE
AUTHORITY OF SUCH PARTY HERETO IS OR WILL BE ENTITLED TO ANY BROKER'S OR
FINDER'S FEE OR ANY OTHER COMMISSION DIRECTLY OR INDIRECTLY IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREIN.
EACH PARTY HERETO FURTHER AGREES TO
INDEMNIFY EACH OTHER PARTY FOR ANY CLAIMS, LOSSES OR EXPENSES INCURRED BY SUCH
OTHER PARTY AS A RESULT OF THE REPRESENTATION IN THIS SECTION 8.11 BEING UNTRUE.
8.12
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS
LEGAL COUNSEL PARTICIPATED IN THE PREPARATION OF THIS AGREEMENT 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
AGREEMENT TO FAVOR ANY PARTY AGAINST THE OTHER.
IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase
Agreementas of the date set forth in the first paragraph hereof.
COMPANY:
PURCHASER:
DIGITAL ANGEL CORPORATION
LAURUS MASTER FUND, LTD.
By:
By:
Name:
Name:
Title:
Address:
Address:
490 Villaume Ave.
South St. Paul, MN
55075
c/o Ironshore Corporate Services Ltd.
P.O. Box 1234 G.T., Queensgate House, South
Church Street
Grand Cayman, Cayman Islands
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