BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY
ANCILLARY AGREEMENT OR THE TRANSACTIONS RELATED THERETO. THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ITS REASONABLE ATTORNEY'S FEES
AND COSTS.
IN THE EVENT THAT ANY PROVISION OF THIS NOTE 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 UNENFORCEABILITY OF ANY OTHER PROVISION OF THIS NOTE.
NOTHING CONTAINED HEREIN SHALL BE DEEMED OR OPERATE TO PRECLUDE HOLDER FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION AGAINST THE BORROWER IN ANY OTHER
JURISDICTION TO COLLECT ON THE BORROWER'S OBLIGATIONS TO HOLDER, TO REALIZE ON
ANY COLLATERAL OR ANY OTHER SECURITY FOR SUCH OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF HOLDER..
6.7.
MAXIMUM PAYMENTS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
ESTABLISH OR REQUIRE THE PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN
EXCESS OF THE MAXIMUM PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT THE RATE
OF INTEREST REQUIRED TO BE PAID OR OTHER CHARGES HEREUNDER EXCEED THE MAXIMUM
PERMITTED BY SUCH LAW, ANY PAYMENTS IN EXCESS OF SUCH MAXIMUM SHALL BE CREDITED
AGAINST AMOUNTS OWED BY THE BORROWER TO THE HOLDER AND THUS REFUNDED TO THE
BORROWER.
6.8.
SECURITY INTEREST.
THE HOLDER OF THIS NOTE HAS BEEN GRANTED A
SECURITY INTEREST IN CERTAIN ASSETS OF THE BORROWER MORE FULLY DESCRIBED IN THE
SECURITY AGREEMENT.
6.9.
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL
PARTICIPATED IN THE PREPARATION OF THIS NOTE 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 NOTE TO FAVOR ANY PARTY
AGAINST THE OTHER.
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IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name
effective as of this
day of August, 2003.
DIGITAL ANGEL CORPORATION
By:
WITNESS:
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NOTICE OF CONVERSION
(To be executed by the Holder in order to convert the Note)
The undersigned hereby elects to convert $
of the principal and
$
of the interest due on the Note issued by DIGITAL ANGEL
CORPORATION on
, 2003 into Shares of Common Stock of DIGITAL
ANGEL CORPORATION (the "Borrower") according to the conditions set forth in such
Note, as of the date written below.
Date of Conversion:
Conversion Price:
Shares To Be Delivered:
Signature:
Print Name:
Address:
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