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Exhibit
4.2
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY APPLICABLE STATE SECURITIES LAW, AND IN THE ABSENCE
OF SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED UNLESS THE
ISSUER OF THIS WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL,
OR OF COUNSEL REASONABLY SATISFACTORY TO IT, THAT THE PROPOSED
SALE OR TRANSFER WILL NOT VIOLATE THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW.
Warrant
No. SDS - 020
Issue
Date: April 1, 2008
WARRANT
TO PURCHASE COMMON STOCK OF
SECURED
DIGITAL STORAGE CORPORATION
(a
New Mexico corporation)
This
is to certify that David Hoffman or his, her or its permitted
assigns (“Holder”), is entitled to purchase,
subject to the provisions of this Warrant, from Secured
Digital Storage Corporation, its successors and assigns (the
“Company”), at any time on or after the Issue Date
and for a period of two (2) years after the Issue Date (the
“Exercise Period”), up to 1,200,000 shares of
Common Stock (the “Warrant Shares”), for an
exercise price per share of Common Stock to be issued
hereunder equal to $0.80.
The
number of shares of Common Stock to be received upon the
exercise of this Warrant and the exercise price to be paid for
a share of Common Stock may be adjusted from time to time as
herein set forth. The exercise price for the shares of Common
Stock in effect at any time is hereinafter sometimes referred
to as the “Exercise Price.”
1.
Method of Exercise .
Subject to the other provisions of this Warrant, this Warrant may
only be exercised in whole or in part during the Exercise Period by
(i) payment of the Exercise Price by cash or a certified or bank
check, payable to the order of the Company and
(ii) presentation and surrender of this Warrant to the Company
with the exercise notice substantially in the form attached hereto
as
Exhibit A duly
executed (the “Exercise Notice”). Upon receipt by the
Company of this Warrant and the Exercise Notice in proper form for
exercise, the Holder shall be deemed to be the Holder of record of
the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.
The Company shall use its best efforts to issue the proper stock
certificate within five (5) business days of receiving all required
documentation. Such stock certificate shall bear such legends as
the Company may deem necessary or appropriate.
2.
Reservation of Shares .
From and after the date hereof, the Company shall at all times
reserve and keep available for issuance and delivery upon exercise
of this Warrant such number of shares of its Common Stock as shall
be sufficient to permit the exercise in full of this Warrant. All
shares of Common Stock which shall be so issuable, when issued upon
exercise of this Warrant and payment therefore in accordance with
the terms of this Warrant, shall be duly and validly issued and
fully paid and nonassessable.
3.
Fractional Shares .
No fractional shares or scrip representing fractional shares shall
be issued upon the exercise of this Warrant. With respect to any
fraction of a share called for upon exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current Market Price of a full
share.
4.
Exchange, Assignment or Loss of Warrant .
(a)
Exchange .
This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company for
other Warrants in identical form of different denominations
entitling the Holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable
hereunder.
(b)
Assignment .
This Warrant may only be assigned or transferred by the Holder in
accordance with the terms of this Warrant and upon the written
consent of the Company, which shall not be unreasonably withheld;
provided, however, no Holder shall assign or transfer this Warrant
(or any portion hereof) to any Person that competes in whole or in
part with the Company. Any assignment shall be made by surrender of
this Warrant to the Company with the assignment form substantially
in the form attached hereto as
Exhibit B duly
executed (the “Assignment Form”). The Company shall,
within five (5) business days of receipt of the Warrant and
Assignment Form, either (i) consent to such assignment and execute
and deliver a new Warrant in identical form in the name of the
assignee named in such instrument of assignment and this Warrant
shall promptly be canceled, or (ii) notify the Holder that the
Company is withholding its consent to such assignment. This Warrant
may be divided or may be combined with other Warrants which carry
the same rights upon presentation hereof at the office of the
Company together with a written notice specifying the names and the
denominations in which new Warrants are to be issued and signed by
the Holder hereof. The term “Warrant” as used herein
includes any Warrants issued in substitution for or replacement of
this Warrant or into which this Warrant may be divided or
exchanged.
(c)
Loss .
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and (in
the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Warrant if mutilated, the Company will execute and will deliver a
new Warrant in identical form. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost,
stolen, d
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