Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) below, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part; provided, that, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees). 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part; provided, that, part so long as (i) no Event assignment may be made to a competitor of Default the Borrower and (ii) the Holder shall have occurred and be continuing, the Transferor may make no more than 10 transfers two (except for transfers to Affiliated Transferees)2) assignments hereof in the aggregate. 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 evidence reasonably satisfactory to the Company 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 requirements of applicable securities laws, the Company at its expense (but and 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable federal and state securities laws and Section 7(b) belowthe Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”), this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole with respect to any or in part; provided, that, so long as no Event all of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except shares of Common Stock available for transfers to Affiliated Transferees)exercise hereunder. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its 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 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. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable ------------------------------- securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”) in whole or in part; provided, that, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees"). 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 evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (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. (a) Subject to compliance with applicable securities laws and Section 7(b) below, this This Warrant, and the rights evidenced hereby, may not be transferred by any registered holder hereof (a “"Transferor”") in whole or in part; providedpart unless an exemption from the registration requirements of the United States Securities Act of 1933, thatas amended (the “1933 Act”), so long as no Event of Default shall have occurred is available and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees). Holder has complied with the requirements set forth in the form annexed hereto.. 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”) "), compliance with the requirements set forth in the Transferor Endorsement Form, and together with such evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but and with payment by the Transferor of any applicable transfer taxes) , the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”") in whole or in part; provided, thatprovided that the Holder may not assign its rights hereunder to a competitor of either the Company or a Subsidiary of the Company, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers or to Affiliated Transferees)any person or entity affiliated with such competitor. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel (at the Transferor's expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”); provided that the transferee(s) is an “accredited” investor as defined in whole or Regulation D promulgated under the Securities Act of 1933, as amended, and agrees in part; provided, that, so long as no Event writing to be bound by the terms and subject to the conditions of Default shall have occurred and be continuingthis Warrant, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees)Subscription Agreement and the Registration Rights Agreement. 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 evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (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. The Holder represents and warrants that such transfers shall not result in a public distribution of the Warrant.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”") in whole or in part; provided, that, so long as no Event provided that Holder may not assign its rights hereunder to a competitor of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers Company or any Subsidiary of the Company or to Affiliated Transferees)any person or entity affiliated with such a competitor. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but and 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder Holder hereof (a “Transferor”) in whole or in part; providedpart only to a subsidiary or affiliated company, thator owner, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees)Holder. 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 evidence reasonably satisfactory to the Company 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 requirements of applicable securities laws, the Company at its 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part; provided, provided that, so long as no Event of Default Default, a Transferor shall have occurred and be continuingnot transfer this Warrant (or any of the rights evidenced hereby) to a competitor of the Company or any Eligible Subsidiary (as defined in the Security Agreement) or to a fund or other entity, which has an investment or other economic interest, in its investment portfolio or otherwise, in a competitor of the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees)Company or any Eligible Subsidiary in its investment portfolio or holds an interest in the same. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its 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 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.

Assignment; Exchange of Warrant. (a) This Warrant may not be transferred or assigned unless and until the $4,000,000 Guaranteed Secured Promissory Note, dated December , 2009 issued by InterAct911 Mobile Systems, Inc. to BIO-key has been paid in full and cancelled. Subject to the foregoing sentence and compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part; provided, that, so long as no Event of Default shall have occurred and be continuing, the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees). 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 evidence reasonably satisfactory to the Company 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 requirements of applicable securities laws, the Company at its expense (but and 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”") in whole or in part; provided, that, part so long as (i) no Event assignment may be made to a competitor of Default the Borrower and (ii) the Holder shall have occurred and be continuing, the Transferor may make no more than 10 transfers two (except for transfers to Affiliated Transferees)2) assignments hereof in the aggregate. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but and 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 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.

Assignment; Exchange of Warrant. (a) Subject to compliance with applicable securities laws and Section 7(b) belowlaws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part; provided, that, . Holder agrees not to transfer any of its rights evidenced hereby to a known direct competitor of the Company so long as there is no Event of Default shall have occurred and be continuing, by the Transferor may make no more than 10 transfers (except for transfers to Affiliated Transferees)Company. 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 evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that provides that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its 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 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 this Warrant so surrendered by the Transferor.