STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 7, 2007, by and
between DIGITAL ANGEL CORPORATION (“Stockholder”) and NEWCOMB COMMUNICATIONS,
INC., a Delaware corporation (“Buyer”).
W I T N E S S E T H:
WHEREAS , OuterLink Corporation, a Delaware corporation (the “Company”), provides satellite-
based mobile asset tracking and data messaging systems used to manage the deployment of aircraft and land
WHEREAS , the Stockholder owns of record all of the issued and outstanding Shares (as defined in
Section 4.6(a)) of the Company, which Shares represent all of the issued and outstanding capital stock of the
WHEREAS , the Stockholder desires to sell to Buyer, and Buyer desires to purchase from the
Stockholder, the Shares, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE , in consideration of the mutual agreements and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
Purchase and Sale of the Shares . Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of the parties set forth herein, the Stockholder hereby agrees to
sell to Buyer, and Buyer hereby agrees to purchase from the Stockholder, the Shares on the Closing Date (as
defined in Section 3) for the consideration set forth in Section 2.
Purchase Price . The purchase price shall be One Million Dollars ($1,000,000) (the
“Purchase Price”). Upon execution and delivery of this Agreement, Buyer shall execute and deliver to the
Stockholder, as a good faith deposit and initial payment (the “Initial Payment”) of the Purchase Price, an
amount equal to One Hundred Thousand Dollars ($100,000.00) in the form of a promissory note
substantially in the form of Exhibit A , attached hereto (the “Deposit Note”), which In