3. This Warrant is exchangeable by the Holder, upon the surrender of the Warrant at theprincipal office of the Corporation, for new Warrants of like tenor and date representing in theaggregate the right to subscribe for and purchase the number of shares of Common Stock which may besubscribed for and purchased hereunder.4. The Corporation covenants and agrees that all shares of Common Stock which may be issuedupon 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 issuethereof except for any taxes required in connection with the transfer thereof. The Corporationfurther covenants and agrees that, during the period within which the rights represented by thisWarrant may be exercised, the Corporation will at all times have authorized and reserved asufficient number of shares of Common Stock to provide for the exercise of the rights representedby 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 issuableon the exercise hereof without giving prior written notice to the Corporation of such holder’sintention to do so, describing briefly the manner of any such proposed transfer. Upon the requestof the Corporation, the Holder shall be required to also deliver to the Corporation an opinion ofto counsel for the Holder stating that the proposed transfer described in the notice given by theHolder may be effected without registration of this Warrant or the shares of Common Stock issuableon the exercise hereof under the Securities Act of 1933, as then in effect, or any similar federalstatute (the “Securities Act”).6. The restrictions in Section 5 hereof shall be binding upon any transferee who has receivedthis Warrant or shares of Common Stock issuable on exercise hereof. A legend in substantially thefollowing form shall be typed, printed or stamped on the face and back of all certificates issuedon exercise of this Warrant and on the face and back of all certificates issued in substitution orexchange thereof:“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED. IT HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLDOR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITHRESPECT THERETO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANOPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”
 
2

 
7. The issue of any stock or other certificate upon the exercise of this Warrant shall be madewithout charge to the registered holder hereof for any tax in respect of the issue of suchcertificate.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 hereofor by his attorney duly authorized in writing, to the Corporation at its principal office, andthereupon there shall be issued in the name of the transferee or transferees, in exchange for thisWarrant, a new Warrant or Warrants of like tenor and date, representing in the aggregate the rightto subscribe for and purchase the number of shares of Common Stock which may be subscribed for andpurchased hereunder.9. The Corporation may deem and treat the registered holder of this Warrant as the absoluteowner 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 theCorporation, either at law or in equity, including, without limitation, the right to vote, toreceive dividends and other distributions, to exercise any preemptive rights or to receive anynotice of meetings of stockholders or of any other proceedings of the Corporation.11. The validity, construction, enforcement, and interpretation of this Warrant 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 Corporation and the Holder (a) consent to the personal jurisdiction of thestate and federal courts having jurisdiction in Palm Beach County, Florida, (b) stipulate that theproper, exclusive, and convenient venue for any legal proceeding arising out of this Warrant isPalm Beach 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.(Remainder of page intentionally left blank; signature page follows)
 
3

 
Dated: June 4, 2009      STEEL VAULT CORPORATION