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2. Representations and Warranties of Investor. The Investor is making the followingrepresentations, warranties and agreements with the intent that they be relied upon in determiningthe Investor’s suitability to purchase the Securities, and the Investor agrees that suchrepresentations, warranties and agreements shall survive the date of this Agreement and theInvestor’s purchase of the Securities. The Investor hereby represents and warrants to, and agreeswith, the Company, and each of its officers, directors, persons who control the Company andaffiliates of the foregoing, as follows:2.1 The Investor is (i) if a natural person, at least twenty-one (21) years of age, and (ii) abona fide permanent resident of and is domiciled in the state shown in the address line of theInvestor’s signature page to this Agreement, and has no present intention of becoming a resident ofany other state or jurisdiction.  The Investor is, and on each date on which the Investor continuesto own restricted securities from the Offering will be, an “Accredited Investor” as defined in Rule501(a) under the Securities Act. In general, an “Accredited Investor” is deemed to be aninstitution with assets in excess of $5,000,000 or individuals with net worth in excess of$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.2.2 The Investor acknowledges careful review of this Agreement and all exhibits and appendiceshereto and hereby represents that: (i) the Company has provided the Investor during the course ofthis transaction with all information regarding the Company that the Investor has requested and(ii) the Investor has been afforded access to and the opportunity to ask questions of and receiveanswers from duly authorized officers of the Company concerning the Company, the terms andconditions of the Offering of the Securities, and any additional information that the Investor hasrequested. The Investor acknowledges that it has access to the periodic reports, proxy statementsand other information that the Company has filed, or will in the future file with the SEC until thetermination of the Offering (the “SEC Filings”), without charge at the Public Reference Room of theSEC, 100 F Street, N.E., Washington, D.C. 20549 or on the Internet at http://www.sec.gov. TheInvestor acknowledges that it has read the section entitled “Risk Factors” in the Company’s AnnualReport on Form 10-K filed with the SEC on December 24, 2008.2.3 The Investor has such knowledge and experience in financial and business matters that theInvestor is capable of evaluating the merits and risks of an investment in the Securities and ofmaking an informed investment decision, and is not utilizing any other person to be the Investor’srepresentative in connection with evaluating such merits and risks.  The Investor’s overallcommitment to investments that are not readily marketable is not disproportionate to the Investor’snet worth, and an investment in the Securities will not cause such overall commitment to becomeexcessive.2.4 The Investor is acquiring the Securities for the Investor’s own account, for investmentpurposes only, and not with a view toward the resale, resyndication, distribution, subdivision orfractionalization thereof, and has no present intention of selling or transferring or otherwisedistributing the same. The Investor at the present time and in the foreseeable future (i) has noneed for liquidity in this investment, (ii) has the ability to bear the economic risk of thisinvestment, (iii) can afford a complete loss of this investment, (iv) can hold the Securities foran indefinite period of time, and (v) this investment constitutes an appropriate investment for andis not in violation of any investment restrictions (whether by statute, contract or otherwise)binding upon the Investor.
 
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2.5 In making an investment in the Securities, the Investor acknowledges that no oralrepresentations or warranties have been made to the Investor. In making the decision to invest inthe Securities, the Investor has relied solely on the information in the SEC Filings. The Investorhas been advised that no person is authorized to give any information or make any statement notcontained in the SEC Filings, and that any information or statement not contained therein must notbe relied upon as having been authorized by the Company, its officers, directors, affiliates orpersons who control the Company.2.6 The Investor is not relying on the Company or any of its employees, agents, or advisorswith respect to the legal, tax, economic and related considerations of an investment in theSecurities. The Investor has consulted such legal, financial and tax advisers as have beennecessary to evaluate the merits and risks of this investment.2.7 The Investor agrees that the Securities (including any interest therein) will not be soldor otherwise disposed of by the Investor unless either (i) the sale or other disposition will bepursuant to a registration statement under the 1933 Act, and any applicable securities laws of anystate or other jurisdiction or (ii) the Investor shall have notified the Company in writing of anydesire on the part of the Investor to sell or dispose of all or part of the such Securities and ofthe manner and terms of the proposed transaction, and the Company shall have been advised inwriting by counsel acceptable to it that no registration of such Securities under the 1933 Act, orthe rules and regulations then in effect thereunder, or any applicable state securities laws, isrequired in connection with the proposed sale or other disposition. Except as provided in Section 5hereof, the Investor acknowledges that the Company is under no obligation whatsoever in connectionwith any such registration or exemption.2.8 The Investor understands and agrees that all certificates evidencing ownership of theSecurities, or any replacement thereof, shall bear an appropriate legend to the effect that thesecurities evidenced by such certificate or instruments have not been registered under the 1933 Actand setting forth or referring to the restrictions on transferability and sale of the securities.2.9 All information provided by the Investor to the Company is true and correct in allrespects as of the date hereof, and if there should be any material change in such informationeither prior to the Company accepting the Investor’s subscription or thereafter, the Investor willimmediately furnish such revised or corrected information to the Company.2.10 The Investor understands that no federal or state agency has passed on or made anyrecommendation or endorsement of the Securities and that the Company is relying on the truth andaccuracy of the representations warranties and agreements made by the Investor in Offering theSecurities for sale to the Investor without having first registered the same under the 1933 Act.2.11 The Investor acknowledges that there have been no representations, guarantees orwarranties made to the Investor by the Company, its officers, directors, controlling persons,agents or employees or any other person, expressly or by implication, with respect to the amount ofor type of consideration, profit or loss (including tax benefits) to be realized, if any, as aresult of the Investor’s investment.
 
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2.12 The Investor is unaware of, is in no way relying on, and did not become aware of theOffering of the Securities through or as a result of, any form of general solicitation or generaladvertising including, without limitation, any article, notice, advertisement or othercommunication published in any newspaper, magazine or similar media or broadcast over television orradio, or electronic mail over the Internet, and is not subscribing for Securities and did notbecome aware of the Offering of the Securities through or as a result of any seminar or meeting towhich the Investor was invited by, or any solicitation of a subscription by, a person notpreviously known to the Investor in connection with investments in securities generally.2.13 The Investor acknowledges that the purchase of the Securities involves a high degree ofrisk in that (i) the Company may need additional capital but has no assurance of additionalnecessary capital, (ii) an investment in the Company is highly speculative and only investors whocan afford the loss of their entire investment should consider investing in the Company and theSecurities, (iii) an investor may not be able to liquidate its investment, (iv) transferability ofthe Securities is extremely limited, (v) an investor could sustain the loss of its entireinvestment, and (vi) the Company is and will be subject to numerous other risks and uncertainties,including without limitation, significant and material risks relating to the business andoperations of the Company, and the industries and markets in which the Company competes, all asmore fully set forth in the SEC Filings.2.14 The Investor agrees that:(i) the subscription hereunder is irrevocable, and that this Agreement and any agreements ofthe Investor hereunder shall survive the death or disability of the Investor and shall be bindingupon and inure to the benefit of the parties and their heirs, executors, administrators,successors, legal representatives and assigns. If the Investor is more than one person, theobligations of the Investor hereunder shall be joint and several and the agreements,representations, warranties and acknowledgments herein contained shall be deemed to be made by andbe binding upon each such Investor and the Investor’s heirs, executors, administrators, successors,legal representatives and assigns;(ii) this subscription may be accepted or rejected, in whole or in part, by the Company,without giving any reason therefore; and(iii) in the event the Offering of Securities is oversubscribed, the Company may, in its solediscretion, reject certain subscriptions or allocate Securities among subscribers, or a combinationthereof based upon the number shares owned by such subscriber in relation to the total number ofshares owned by all subscribers whose subscriptions have been accepted by the Company (asdetermined prior to the purchase of any Securities).2.15 If the Investor is a partnership, corporation, trust or other entity, such partnership,corporation, trust or other entity further represents and warrants that:  (i) it was not formed forthe purpose of investing in the Company, (ii) it is authorized and otherwise duly qualified topurchase and hold the Securities, (iii) this Agreement has been duly and validly authorized,executed and delivered and constitutes the legal, binding and enforceable obligation of theundersigned, and (iv) the execution and delivery of this Agreement will not result in anyviolation of, or be in conflict with, or constitute default under, the organizational documents ofsuch entity, any agreement or instrument to which such entity is a party or by which such entity orits respective properties are bound, or any judgment, decree, order or, to its knowledge, anystatute, rule or regulation applicable to such entity.
 
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2.16  If the Investor is not a United States person, the Investor hereby represents andwarrants that it or he has satisfied itself as to the full observance of the laws of itsjurisdiction in connection with any invitation to subscribe for the Securities or any use of thisAgreement, including (i) the legal requirements within its jurisdiction for the purchase of theSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) anygovernmental or other consents that may need to be obtained, and (iv) the income tax and other taxconsequences, if any, that may be relevant to the purchase, holding, redemption, sale or transferof the Securities.  The Investor’s subscription and payment for, and its or his continuedbeneficial ownership of the Securities, will not violate any applicable securities or other laws ofthe Investor’s jurisdiction.3. Indemnification. The Investor agrees to indemnify and hold harmless the Company andits directors and officers, their affiliates or anyone acting on behalf of the Company from andagainst any and all damages, losses, costs and expenses (including reasonable attorneys’ fees) thatthey may incur by reason of the failure of Investor to fulfill any of the terms or conditions ofthis Agreement, or by reason of any breach of the representations and warranties made by theInvestor herein, or in any document provided by the Investor to the Company.4. Transferability. The Investor agrees that the Investor shall not transfer or assignthis Agreement or any interest herein, and any such transfer or assignment purported to be madeshall be null and void and of no effect.5. Registration Rights.5.1 The Company agrees to file a registration statement (the “Registration Statement”)covering the public resale of all the shares of Common Stock issuable (i) pursuant to conversion ofthe Note (the “Conversion Shares”) and (ii) pursuant to exercise of the Warrant (together with theConversion Shares, the “Registrable Shares”) not later than the ninetieth (90) day following theday the Company has received written notice that the holder or holders of 50% or more of the CommonStock issuable pursuant to the conversion of the Offering Notes elect to convert all or part of theOffering Notes issued to such investors in the Offering, and the Company agrees to use commerciallyreasonable efforts to cause the Registration Statement to be declared effective by the UnitedStates Securities and Exchange Commission (the “SEC”) as soon as practicable thereafter. TheCompany will use commercially reasonable efforts to keep the Registration Statement continuouslyeffective under the Securities Act of 1933, as amended (the “1933 Act”), (x) for an Investor who isnot an affiliate, as defined in Rule 144 promulgated by the SEC pursuant to the 1933 Act (an“Affiliate”), of the Company, until the date that is one year after the date that the RegistrationStatement is declared effective by the SEC or such earlier date when all Registrable Shares may besold pursuant to an exemption from registrationpursuant to Rule 144 promulgated by the SEC pursuant to the 1933 Act, and (y) for an Investorwho is an Affiliate of the Company, until the date that the Investor has ceased to be an Affiliateof the Company for three months and can sell all Registrable Shares pursuant to Rule 144(b)(1)promulgated by the SEC pursuant to the 1933 Act.
 
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 5.2 The Investor agrees to:(i) timely furnish to the Company in writing such information regarding itself and theintended method of disposition of the Registrable Shares as the Company shall reasonably request inorder to effect the registration thereof or to comply with applicable law;(ii) to the extent required by applicable law, deliver a preliminary and definitiveprospectus to the purchaser of the Registrable Shares sold under any Registration Statement;(iii) notify the Company when it has sold all of the Registrable Shares held by it;(iv) notify the Company promptly in the event that any information supplied by the Investorin writing for inclusion in such Registration Statement or related prospectus is untrue or omits tostate a material fact required to be stated therein or necessary to make such information notmisleading in light of the circumstances then existing; immediately discontinue any sale or otherdisposition of the Registrable Shares pursuant to such Registration Statement until the filing ofan amendment or supplement to such prospectus as may be necessary so that such prospectus does notcontain an untrue statement of material fact or omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in light of the circumstancesthen existing; and provide the Company with updates on such information as may be appropriate tomake such amendment or supplement effective for such purpose;(v) otherwise use commercially reasonable efforts to assist the Company and the underwriters,if any, in the preparation of documentation reasonably necessary or desirable to effectuate theresale of the Registrable Shares pursuant to any Registration Statement filed in accordanceherewith;(vi) upon receipt of a notice from the Company of the occurrence of a Discontinuation Event(as defined below), the Investor will and the Investor agrees to discontinue forthwith anydisposition of such Registrable Shares under the applicable Registration Statement until theInvestor’s receipt of the copies of the supplemented prospectus and/or amended RegistrationStatement or until it is advised in writing by the Company that the use of the applicableprospectus may be resumed, and, in either case, has received copies of any additional orsupplemental filings that are incorporated or deemed to be incorporated by reference in suchprospectus or Registration Statement. The Company may provide appropriate stop orders to enforcethe provisions of this paragraph.
 
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(vii) For purposes of this Agreement, a “Discontinuation Event” shall mean (a) when the SECnotifies the Company whether there will be a “review” of such Registration Statement and wheneverthe SEC comments in writing on such Registration Statement (the Company shall provide true andcomplete copies thereof and all written responses thereto to the Investor); (b) any request by theSEC or any other Federal or state governmental authority for amendments orsupplements to such Registration Statement or prospectus or for additional information; (c)the issuance by the SEC of any stop order suspending the effectiveness of such RegistrationStatement covering any or all of the Registrable Shares or the initiation of any proceedings forthat purpose; (d) the receipt by the Company of any notification with respect to the suspension ofthe qualification or exemption from qualification of any of the Registrable Shares for sale in anyjurisdiction, or the initiation or threatening of any proceeding for such purpose; and/or (e) theoccurrence of any event or passage of time that makes the financial statements included in suchRegistration Statement ineligible for inclusion therein or any statement made in such RegistrationStatement or prospectus or any document incorporated or deemed to be incorporated therein byreference untrue in any material respect or that requires any revisions to such RegistrationStatement, prospectus or other documents so that, in the case of such Registration Statement orprospectus, as the case may be, it will not contain any untrue statement of a material fact or omitto state any material fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances under which they were made, not misleading.6. General Provisions.6.1 Other than the Mutual Non-Disclosure Agreement entered into between the Company and theInvestor, this Agreement and the exhibits and appendices attached hereto constitute the entireagreement between the parties and supersede and cancel any other agreements, or representations orcommunications, whether oral or written, between the parties relating to the transactionscontemplated herein or the subject matter hereof.6.2 This Agreement may be executed in more than one counterpart which shall, in the aggregate,be deemed to be the original instrument and agreement between the parties, and copies signed andtransmitted electronically in a form readable by the recipient or by facsimile are as binding as ifthe original was signed in person.6.3 Any and all notices or other communications required or permitted by this Agreement or bylaw to be served on or given to any party hereto by any other party hereto shall be, unlessotherwise required by law, in writing and deemed duly served and given when actually receivedeither when delivered by facsimile or when delivered by hand, by recognized express deliveryservices or via the United States mail, certified or registered, return, receipt requested, postageprepaid, addressed to the Company at its principal offices at 1690 South Congress Avenue, Suite200, Delray Beach, Florida 33445, and to the Investor at its address as set forth on the signaturepage to this Agreement or otherwise transmitted to the Company from time to time.6.4 No term hereof may be changed, waived, discharged or terminate orally, but only by aninstrument in writing signed by the party against which enforcement of the change, waiver,discharge or termination is sought.6.5 The headings in this Agreement are for the purposes and convenience of reference only andshall not be deemed to constitute a part hereof.
 
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6.6 The validity, construction, enforcement, and interpretation of this Agreement are governedby the laws of the State of Florida and the federal laws of the United States of America, excludingthe laws of those jurisdictions pertaining to resolution of conflicts with laws of otherjurisdictions. The Company and Investor (a) consent to the personal jurisdiction of the state andfederal 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 Agreement is PalmBeach County, Florida, for state court proceedings, and the Southern District of Florida, forfederal district court proceedings, and (c) waive any defense, whether asserted by a motion orpleading, that Palm Beach County, Florida, or the Southern District of Florida, is an improper orinconvenient venue.6.7 The benefits of this Agreement shall inure, and the obligations of this Agreement shall bebinding upon, the personal representatives, heirs, legatees, permitted successors and assigns ofthe parties hereto.6.8 The Investor agrees that the Investor may not cancel, terminate, or revoke this Agreementor any agreement of the Investor made hereunder.6.9 Except as otherwise provided in this Agreement, each party to this Agreement shall pay anyand all fees and expenses that such party may incur in connection with the negotiation, executionand closing of the transactions contemplated by this Agreement.(Signatures start on next page)
 
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STEEL VAULT CORPORATION