Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “"1933 Act”"), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“"Warrant Shares”"). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “"blue sky” " compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in (the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required "Warrant Shares") have been registered under the Act. Each certificate for the Warrant, that this Warrant is being or has been issued and the Warrant Shares and any other security may be issued or issuable upon exercise of this Warrant shall contain a legend on the face thereofbasis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, in form or both, relating to transactions by an issuer not involving any public offering, and substance satisfactory to counsel for that the Company's reliance thereon is based in part upon the representations made by the original Holder in the Security Agreement. The Holder acknowledges that it has been informed by the Company of, setting forth or is otherwise familiar with, the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, nature of the limitations imposed by the Act and the rights evidenced herebyrules and regulations thereunder on the transfer of securities. In particular, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this WarrantHolder agrees that no sale, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the assignment or transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers Shares issuable upon exercise hereof shall result in a public distribution of the Warrant; be valid or effective, and the Company shall only not be responsible required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood that neither this Warrant nor such Warrant Shares are currently registered for “blue sky” compliance expenses for resales under any registration statement filed sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in accordance with Section 11 all the requirements and limitations of Rule 144 promulgated under the Act, it being understood that Rule 144 is not available at the time of the Subscription Agreement original issuance of this Warrant for two the sale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (2iii) such transfers to two (2) applicable states of sale, assignment, or transfer is otherwise exempt from registration under the United States onlyAct.

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and . Notwithstanding the foregoing, while the Company is not listed on a national securities exchange or the automated quotation system of a national securities association (excluding the Nasdaq SmallCap Market), the Company shall only be responsible obligated to pay for “the expense (other than transfer taxes but including the expense of "blue sky” compliance expenses " compliance) associated with the transfer of this Warrant, on only five occasions, and if the Company becomes listed on a national securities exchange or the automated quotation system of a national securities association, the Company shall be obligated to pay for resales under any registration statement filed in accordance the expense (other than transfer taxes but including the expense of "blue sky" compliance) associated with Section 11 an unlimited number of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States onlytransfers.

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant (the "Warrant Shares") have been registered under the Act, that this Warrant is being or has been issued and the Warrant Shares may be issued on the basis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, or both, relating to transactions by an issuer not involving any public offering, and that the Company's reliance thereon is based in part upon the representations made by the original Holder in the Security Agreement. The Holder acknowledges that it has been informed by the Company of, or is otherwise familiar with, the nature of the limitations imposed by the Act and the rules and regulations thereunder on the transfer of securities. In particular, the Holder agrees that no sale, assignment or transfer of this Warrant or the Warrant Shares issuable upon exercise hereof shall be valid or effective, and the Company shall not be required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood that neither this Warrant nor such Warrant Shares are currently registered for sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, transferred, pledged assigned or hypothecated transferred in accordance with all the absence requirements and limitations of an effective registration statement Rule 144 promulgated under the Act relating to such security or an opinion of counsel satisfactory to the Company Act, it being understood that registration Rule 144 is not required available at the time of the original issuance of this Warrant for the sale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt from registration under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.5

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof the Holder (a the "Transferor"). ) with respect to any or all of the shares of Warrant Stock underlying this Warrant; provided, however, that the following conditions have been satisfied: (x) at the time of such transfer the Transferee (as hereinafter defined) provides to the Company in writing such representations and warranties as the Company may reasonably request regarding the status of the Transferee as an "accredited investor" as defined in Rule 501 promulgated under the Securities Act and (y) based solely on the representations and warranties provided pursuant to clause (x) above, there are not, at the Lime of the proposed transfer, more than ten holders of Warrants which are not "accredited investors." On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory if to the Company that the transfer of this Warrant will be in compliance with applicable securities lawsCompany, the Company at its expense, twice, only, expense but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Warrant Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No Each Transferee shall be entitled (pro rata according to the number of shares of Warrant Stock issuable under the Transferee's new Warrant) to those benefits accruing to the Transferor under this Warrant prior to the date of issue of such transfers shall result in a public distribution of the Warrant; and the Company shall only be responsible for “blue sky” compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States onlynew Warrant or Warrants.

Assignment; Exchange of Warrant. This Warrant has not been registered under (a) The Holder acknowledges that the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and Holder has been issued to advised by the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither Company that neither this Warrant nor any the shares of the Warrant Shares or any other security issued or Common Stock issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in (the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required “Warrant Shares”) have been registered under the Act. Each certificate for the Warrant, that this Warrant is being or has been issued and the Warrant Shares and any other security may be issued or issuable upon exercise of this Warrant shall contain a legend on the face thereofbasis of the statutory exemption provided by Section 4(2) of the Act or Regulation D promulgated thereunder, in form and substance satisfactory or both, relating to counsel for transactions by an issuer not involving any public offering. The Holder acknowledges that it has been informed by the CompanyCompany of, setting forth or is otherwise familiar with, the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, nature of the limitations imposed by the Act and the rights evidenced herebyrules and regulations thereunder on the transfer of securities. In particular, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this WarrantHolder agrees that no sale, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the assignment or transfer of this Warrant will be in compliance with applicable securities laws, the Company at its expense, twice, only, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers Shares issuable upon exercise hereof shall result in a public distribution of the Warrant; be valid or effective, and the Company shall only not be responsible required to give any effect to any such sale, assignment or transfer, unless (i) the sale, assignment or transfer of this Warrant or such Warrant Shares is registered under the Act, it being understood that neither this Warrant nor such Warrant Shares are currently registered for “blue sky” compliance expenses for resales under any registration statement filed sale and that the Company has no obligation or intention to so register this Warrant or such Warrant Shares except as specifically noted in Section 9 below, or (ii) this Warrant or such Warrant Shares are sold, assigned or transferred in accordance with Section 11 all the requirements and limitations of Rule 144 promulgated under the Act, it being understood that Rule 144 is not available at the time of the Subscription Agreement original issuance of this Warrant for two the sale of this Warrant or such Warrant Shares and that there can be no assurance that Rule 144 sales will be available at any subsequent time, or (2iii) such transfers to two (2) applicable states of sale, assignment, or transfer is otherwise exempt from registration under the United States onlyAct.

Assignment; Exchange of Warrant. This Warrant has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any applicable state securities laws, and has been issued to the Holder for investment and not with a view to the distribution of either the Warrant or the shares underlying the Warrant (“Warrant Shares”). Neither this Warrant nor any of the Warrant Shares or any other security issued or issuable upon exercise of this Warrant may be sold, transferred, pledged or hypothecated in the absence of an effective registration statement under the Act relating to such security or an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend on the face thereof, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "“Transferor")”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor's ’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form"”) and together with an opinion of counsel evidence reasonably satisfactory to the Company that the transfer of this Warrant will be in demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration or equivalent requirements of applicable securities laws, the Company at its expense, twice, only, expense (but with payment by the Transferor of any applicable transfer taxes, ) will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "“Transferee"”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall Notwithstanding the foregoing, in the event that the transfer of the Warrant to the Transferee, absent the execution of the Proxy (as defined below), would result in any interest paid to a public distribution person that is not a “United States Person” (as such term is defined in Section 7701(a)(30) of the Warrant; and Code (as hereinafter defined)) on the Obligations (as such term is defined in the Master Security Agreement dated April 28, 2006 among the Company, certain subsidiaries of the Company shall only be responsible for and Laurus Master Fund, Ltd., as amended, restated, modified and/or supplemented from time to time (the “blue sky” compliance expenses for resales under any registration statement filed in accordance with Security Agreement”)) to not qualify as portfolio interest within the meaning of Section 11 871(h)(2) or 881(c)(2) of the Subscription Agreement for two Internal Revenue Code of 1986, as amended (2the “Code”), as applicable, by reason of Section 871(h)(3) such transfers to two (2or 881(c)(3)(B) applicable states of the United States onlyCode, as applicable, taking into account the constructive ownership rules under Section 871(h)(3)(C) of the Code, neither this Warrant nor any portion hereof may be transferred unless and until the Transferee executes a proxy in the form attached hereto as Exhibit C (the “Proxy”) and delivers the Proxy to the Company. In such case, the Company will have no obligation to transfer the Warrant until the Proxy has been executed and delivered.