THIS GUARANTY OF COLLECTION (this
“Guaranty”) is made as of June 4, 2009, by WILLIAM
J. CARAGOL (the “Guarantor”) to and for the benefit of
VERICHIP CORPORATION, a Delaware corporation
(“VeriChip”), and solely for purposes of Section 8
hereof, between Guarantor and STEEL VAULT CORPORATION, a Delaware
corporation (“Borrower”).
A. Provided that VeriChip receives a
guaranty of collection from the Guarantor with respect to the
Liabilities (as defined below), VeriChip is willing to purchase a
secured convertible promissory note issued by Borrower in the
aggregate principal amount of $500,000 (the “Note”),
which is secured by a security agreement, dated as of the date
hereof, between Borrower and VeriChip and by a security agreement,
dated as of the date hereof, between National Credit Report.com,
LLC and VeriChip (collectively, the “Security
Agreements”).
B. In exchange for providing this Guaranty,
the Guarantor will receive a common stock purchase warrant to
purchase 500,000 shares of common stock of Borrower (the
“Warrant”).
NOW, THEREFORE, to induce VeriChip to purchase
the Note from Borrower and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor agrees with VeriChip as
follows:
1. Guaranty . The Guarantor
guarantees to VeriChip full and prompt collection of up to the
principal amount due under the Note of and all accrued and unpaid
interest thereon, but not any fees or other amounts of any kind
whatsoever that shall be due to VeriChip by Borrower (the
“Liabilities”).
2. Guaranty of Collection . This is
a guaranty of collection only, and not a guaranty of payment.
Before enforcing this Guaranty, (i) VeriChip first must
foreclose upon any collateral securing the Note pursuant to the
Security Agreements, (ii) VeriChip must use reasonable efforts
to obtain judgment against Borrower, (iii) VeriChip must use
reasonable efforts to execute on any judgment obtained against
Borrower, and (iv) following execution of any such judgment, a
portion of the sums due under the Note constituting liabilities
hereunder must remain unpaid; provided, however , if
Borrower becomes the debtor in (A) any voluntary or
(B) any involuntary bankruptcy case which is not dismissed
within 60 days, then VeriChip immediately may enforce this
Guaranty against Guarantor.
3. Termination of Guaranty . This
Guaranty shall remain in effect and will not terminate until the
Liabilities have been paid in full.
4. Waivers . The Guarantor waives
(i) notice of acceptance of this Guaranty, (ii) all
presentments and protests, and (iii) notice of
dishonor.
5. Obligations Absolute . Except as
set forth in this Guaranty, the Guarantor’s obligations are
in all respects absolute and unconditional and will not be
impaired, modified, released or limited by any occurrence or
condition whatsoever, including, without limitation,
(i) any
modification, discharge, renewal or extension of the Liabilities or
the Note, or any amendment, modification or stay of
VeriChip’s rights under the Note which may occur in any
bankruptcy or reorganization case or proceeding concerning
Borrower, whether permanent or temporary and whether or not
assented to by VeriChip, (ii) any notice of withdrawal of this
Guaranty, at any time and from time to time before, at or after
maturity of the Note, (iii) any substitution or exchange, in
whole or in part, of any collateral or any security held in
connection with the Note, (iv) any furnishing of additional
collateral for the Note, (v) any determination that any
collateral has become impaired or that any security interest taken
by VeriChip to secure the Note is invalid or unperfected,
(vi) any determination that any signatures on behalf of
Borrower on the Note are not genuine or that the Note is not the
legal, valid and binding obligation of Borrower, or (vii) any
defenses which Borrower may have as to any sums due under the
Note.
6. Waiver of Subrogation . Until
the Liabilities have been paid in full, the Guarantor irrevocably
waives, relinquishes and renounces any right of subrogation,
contribution, indemnity, reimbursement or any claim whatsoever
which the Guarantor may have against Borrower or any other
guarantors liable on the Note arising out of, or in any way
connected with, the documents evidencing, securing, guaranteeing or
otherwise relating to the Note (the “Loan Documents”).
The Guarantor will not assert any such claim against Borrower or
any such guarantor, in any proceeding, legal or equitable,
including any bankruptcy, insolvency or reorganization proceeding,
before VeriChip is paid in full for the Liabilities. This provision
will inure to the benefit of and will be enforceable by VeriChip,
Borrower and any such guarantors, and their successors and assigns,
including any trustee in bankruptcy or debtor-in-possession. This
provision will not prevent the Guarantor from asserting a claim
against Borrower or any such guarantors once the Liabilities have
been fully paid to VeriChip. Once the Liabilities have been paid in
full, if the Guarantor has made any payment to VeriChip under this
Guaranty, then VeriChip will assign to the Guarantor, to the extent
of such payment, VeriChip’s interest in the Loan Documents
and any judgments against Borrower.
7. Reinstatement of Guaranteed
Liabilities . The Guarantor acknowledges and agrees that the
Guarantor’s obligations hereunder shall apply to and continue
with respect to any amount paid to VeriChip on the Liabilities
which is subsequently recovered from VeriChip for any reason
whatsoever (including, without limitation, as a result of any
bankruptcy, in
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