OF THE OBLIGATIONS HEREUNDER LAURUS MAY BE REQUIRED TO
EXERCISE ANY AND ALL OF LAURUS' RIGHTS AND REMEDIES HEREUNDER AND AGREES THAT
NEITHER LAURUS NOR ANY OF LAURUS' AGENTS SHALL BE LIABLE FOR ACTS TAKEN OR
OMISSIONS ARE TAKEN OR MADE IN CONNECTION HEREWITH OR
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THEREWITH EXCEPT TO THE EXTENT THAT SUCH ACTIONS OR OMISSIONS ARE TAKEN OR MADE
BY SUCH PERSON OR ENTITY WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT .
30.
ENTIRE UNDERSTANDING.
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS CONTAIN
THE ENTIRE UNDERSTANDING BETWEEN COMPANY AND LAURUS AND ANY PROMISES,
REPRESENTATIONS, WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED SHALL HAVE NO
FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY COMPANY'S AND LAURUS' RESPECTIVE
OFFICERS.
NEITHER THIS AGREEMENT, THE ANCILLARY AGREEMENTS, NOR ANY PORTION OR
PROVISIONS THEREOF MAY BE CHANGED, MODIFIED, AMENDED, WAIVED, SUPPLEMENTED,
DISCHARGED, CANCELLED OR TERMINATED ORALLY OR BY ANY COURSE OF DEALING, OR IN
ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING, SIGNED BY THE PARTY TO BE
CHARGED.
31.
SEVERABILITY.
WHEREVER POSSIBLE EACH PROVISION OF THIS AGREEMENT OR THE
ANCILLARY AGREEMENTS SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT OR THE
ANCILLARY AGREEMENTS SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW SUCH
PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY,
WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
THEREOF.
32.
CAPTIONS.
ALL CAPTIONS ARE AND SHALL BE WITHOUT SUBSTANTIVE MEANING OR
CONTENT OF ANY KIND WHATSOEVER.
33.
COUNTERPARTS; TELECOPIER SIGNATURES.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL CONSTITUTE AN ORIGINAL AND ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
ANY SIGNATURE
DELIVERED BY A PARTY VIA TELECOPIER TRANSMISSION SHALL BE DEEMED TO BE ANY
ORIGINAL SIGNATURE HERETO.
34.
CONSTRUCTION.
THE PARTIES ACKNOWLEDGE THAT EACH PARTY AND ITS COUNSEL
HAVE REVIEWED THIS AGREEMENT AND THAT THE NORMAL RULE OF CONSTRUCTION TO THE
EFFECT THAT ANY AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING PARTY SHALL
NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT OR ANY AMENDMENTS,
SCHEDULES OR EXHIBITS THERETO.
35.
PUBLICITY.
COMPANY HEREBY AUTHORIZE LAURUS TO MAKE APPROPRIATE
ANNOUNCEMENTS OF THE FINANCIAL ARRANGEMENT ENTERED INTO BY AND BETWEEN COMPANY
AND LAURUS, INCLUDING, WITHOUT LIMITATION, ANNOUNCEMENTS WHICH ARE COMMONLY
KNOWN AS TOMBSTONES, IN SUCH PUBLICATIONS AND TO SUCH SELECTED PARTIES AS LAURUS
SHALL IN ITS SOLE AND ABSOLUTE DISCRETION DEEM APPROPRIATE.
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year
first above written.
DIGITAL ANGEL CORPORATION
By:
Name: James P. Santelli,
Title: Vice President Finance and CFO
LAURUS MASTER FUND, LTD.
By:
Name: David Grin
Title: Director
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Annex A - Definitions
"Account Debtor" means any Person who is or may be obligated with respect to, or
on account of, an Account.
"Accountants" has the meaning given to such term in Section 11(a).
"Accounts" means all "accounts", as such term is defined