THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY INTEREST OR
PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED OR
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933
AND ALL STATE SECURITIES LAWS AND THE TERMS AND CONDITIONS
HEREOF.
COMMON STOCK PURCHASE
WARRANT
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No. 002
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Date of Issuance: June 4,
2009
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This is to certify that, for value received,
VeriChip Corporation, a Delaware corporation, or registered assigns
thereof (the “Holder”), is entitled to purchase from
Steel Vault Corporation, a Delaware corporation (the
“Corporation”), at a price of $0.30 per share (the
“Warrant Price”) at any time on or before June 4,
2014, all or any part of 333,334 shares of common stock, par value
$0.01 per share, of the Corporation (“Common Stock”),
on the terms and subject to the conditions hereinafter set
forth.
The Corporation is issuing, selling and
delivering this Warrant to the Holder in connection with the
private placement of securities offered pursuant to that certain
Convertible Note and Warrant Subscription Agreement, Secured
Convertible Promissory Note and this Warrant (collectively, the
“Transaction Documents”). The Holder takes this Warrant
subject to the terms and restrictions set forth in the Transaction
Documents and shall be entitled to certain rights and privileges
set forth in the Transaction Documents.
1. This Warrant will become void, and all
rights of the Holder will expire, at 5:00 P.M., EST, on
June 4, 2014.
2. This Warrant may be exercised by the
Holder as to all or any portion of the shares of Common Stock
covered hereby, by surrender of this Warrant to the Corporation at
its principal office, with the form of Election to Purchase
attached hereto duly executed and accompanied by the Warrant Price
for the shares so purchased in cash or by certified check or bank
draft. The Election to Purchase shall state the name of the person
or entity exercising the Warrant (with address and such further
information as may be required by the Corporation) and the
certificate or certificates for shares of Common Stock shall be
issued in this name. Thereupon this Warrant shall be deemed to have
been exercised and the person or entity exercising the Warrant
shall be deemed to have become a holder of record of shares of
Common Stock purchased hereunder for all purposes and thereafter
the Holder may exercise all rights and be entitled to all benefits
of a shareholder of record of the Corporation, and a certificate or
certificates for such shares so purchased shall be delivered to the
person or entity exercising the Warrant within a reasonable time
after this Warrant shall have been exercised as set forth
hereinabove. In the event that, prior to the exercise of this
Warrant and issuance of the underlying shares, there shall be an
increase or decrease in the number of issued shares of Common Stock
of the Corporation as a result of a subdivision or consolidation of
shares or other capital adjustment, or the payment of a stock
dividend or other increase or decrease in such shares, effected
without receipt of consideration by the Corporation, the remaining
number of shares shall be adjusted so that the adjusted number of
shares subject to this Warrant and the adjusted Warrant Price shall
be the substantial equivalent of the remaining number of shares
still subject to the Warrant and the Warrant Price thereof prior to
such change.
3. This Warrant is exchangeable by the
Holder, upon the surrender of the Warrant at the principal office
of the Corporation, for new Warrants of like tenor and date
representing in the aggregate the right to subscribe for and
purchase the number of shares of Common Stock which may be
subscribed for and purchased hereunder.
4. The Corporation covenants and agrees
that all shares of Common Stock which
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