Contract
Exhibit 10.2
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
Void After June 4, 2014
| No. 002 | Date of Issuance: June 4, 2009 |
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 may be issued
upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue
thereof except for any taxes required in connection with the transfer thereof. The Corporation
further covenants and agrees that, during the period within which the rights represented by this
Warrant may be exercised, the Corporation will at all times have authorized and reserved a
sufficient number of shares of Common Stock to provide for the exercise of the rights represented
by this Warrant.
5. The Holder of this Warrant, by acceptance hereof, agrees that such holder will not sell,
hypothecate or otherwise transfer or dispose of this Warrant or the shares of Common Stock issuable
on the exercise hereof without giving prior written notice to the Corporation of such holder’s
intention to do so, describing briefly the manner of any such proposed transfer. Upon the request
of the Corporation, the Holder shall be required to also deliver to the Corporation an opinion of
to counsel for the Holder stating that the proposed transfer described in the notice given by the
Holder may be effected without registration of this Warrant or the shares of Common Stock issuable
on the exercise hereof under the Securities Act of 1933, as then in effect, or any similar federal
statute (the “Securities Act”).
6. The restrictions in Section 5 hereof shall be binding upon any transferee who has received
this Warrant or shares of Common Stock issuable on exercise hereof. A legend in substantially the
following form shall be typed, printed or stamped on the face and back of all certificates issued
on exercise of this Warrant and on the face and back of all certificates issued in substitution or
exchange thereof:
“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. IT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN
OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”
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7. The issue of any stock or other certificate upon the exercise of this Warrant shall be made
without charge to the registered holder hereof for any tax in respect of the issue of such
certificate.
8. This Warrant and all rights hereunder are transferable on the books of the Corporation
(subject, however, to the provisions of Sections 5 and 6 hereof), upon surrender of this Warrant,
with the form of Transfer of Warrant attached hereto duly executed by the registered holder hereof
or by his attorney duly authorized in writing, to the Corporation at its principal office, and
thereupon there shall be issued in the name of the transferee or transferees, in exchange for this
Warrant, a new Warrant or 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.
9. The Corporation may deem and treat the registered holder of this Warrant as the absolute
owner of this Warrant for all purposes and shall not be affected by any notice to the contrary.
10. This Warrant shall not entitle the Holder to any rights of a stockholder of the
Corporation, either at law or in equity, including, without limitation, the right to vote, to
receive dividends and other distributions, to exercise any preemptive rights or to receive any
notice of meetings of stockholders or of any other proceedings of the Corporation.
11. The validity, construction, enforcement, and interpretation of this Warrant are governed
by the laws of the State of Florida and the federal laws of the United States of America, excluding
the laws of those jurisdictions pertaining to resolution of conflicts with laws of other
jurisdictions. The Corporation and the Holder (a) consent to the personal jurisdiction of the
state and federal courts having jurisdiction in Palm Beach County, Florida, (b) stipulate that the
proper, exclusive, and convenient venue for any legal proceeding arising out of this Warrant is
Palm Beach County, Florida, for state court proceedings, and the Southern District of Florida, for
federal district court proceedings, and (c) waive any defense, whether asserted by a motion or
pleading, that Palm Beach County, Florida, or the Southern District of Florida, is an improper or
inconvenient venue.
(Remainder of page intentionally left blank; signature page follows)
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Dated: June 4, 2009
| STEEL VAULT CORPORATION |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | CEO | |||
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TRANSFER OF WARRANT
For value received hereby sells, assigns and transfers unto
the right to purchase
shares of Common Stock, par value $ _____ per
share, of , which rights are represented by the attached Warrant, and does hereby
irrevocably constitute and appoint attorney to transfer said rights on the books of
such Corporation.
Dated: ,
_____
In the Presence of
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ELECTION TO PURCHASE
Date: , _____
TO:
The undersigned hereby subscribes for shares of the Common Stock of the Corporation
covered by the attached Warrant and tenders payment herewith in the amount of $ in
accordance with the terms hereof.
Issue Certificate(s)
for said stock to
|
Deliver certificate(s) by mail _____ against counter receipt to | |||
(Name)
|
(Name) | |||
(Street and Number)
|
(Street and Number) | |||
City State
|
City State | |||
Social Security or Tax Identification Number |
Social Security or Tax Identification Number |
The undersigned registered holder of this Warrant hereby represents and warrants to and agrees
with the Corporation that, if the shares of Common Stock which the undersigned hereby subscribes
for have not been effectively registered under the Securities Act of 1933, or any similar Federal
Statute in effect at the date of this Election to Purchase, the undersigned is purchasing said
shares of Common Stock for his or its own account for investment, and not with a view to, or for
sale in connection with, any distribution of such shares and without any present intention of
distributing or selling such shares and that a legend to such extent may be placed on all
certificates for shares of such Common Stock.
| Very truly yours, | ||
| (Signature of Subscriber or Agent) |
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