Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. 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 so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (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, 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. Subject to compliance with applicable federal and state securities lawslaws and the 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 so long as (i) no assignment may be made to a competitor all of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregateshares of Common Stock available for 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, 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, and 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. 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 so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (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 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 includethe Company at its expense, without limitationtwice, 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 lawsonly, and 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. Subject to compliance with applicable securities laws, 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 so long as (i) no assignment may writing to be made bound by the terms and subject to a competitor the conditions of this Warrant, the Borrower Subscription Agreement and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregateRegistration 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 includethe Company at its expense, 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, and 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. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder Holder hereof (a “Transferor”) in whole or in part so long as (i) no assignment may be made only to a competitor subsidiary or affiliated company, or owner, of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregateHolder. 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, and 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. 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, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregatepart. 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, 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. 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 so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregatepart. 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, if deemed necessary by the provision Company, receipt by the Company of a legal opinion from the TransferorCompany’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities lawslaws (which opinion the Company, and if it deems such opinion necessary, agrees to promptly use commercially reasonable efforts to obtain), 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. Subject to compliance with all applicable securities laws, this Warrant, and the all rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole hereunder are transferable or in part so long as (i) no assignment may be made to a competitor assignable only with prior written consent of the Borrower Company, which consent shall not be unreasonably withheld; provided, however, that any proposed transferee shall execute and (ii) deliver to the Holder shall make no more than two (2) assignments hereof Company a voting agreement between such proposed transferee and the Company substantially in the aggregateform of the Voting Agreement. On In the event the Company consents to such assignment, on the surrender for exchange of this Warrant, with endorsement of the registered holder of this Warrant proposing to effect the assignment (a “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 all applicable securities laws, which shall includethe Company at its expense, without limitationonce only, 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, and 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 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.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities lawslaws and the 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”"TRANSFEROR") in whole with respect to any or in part so long as (i) no assignment may be made to a competitor all of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregateshares of Common Stock available for exercise hereunder. 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”"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, and 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”"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. 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 so long as (i) no assignment part; provided that Holder may be made not assign its rights hereunder to a competitor of the Borrower and (ii) Company or any Subsidiary of the Holder shall make no more than two (2) assignments hereof in the aggregateCompany or to 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 's expense) that such transfer is exempt from the registration requirements of applicable securities laws, 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. 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 part, provided that, so long as no Event of Default, a Transferor shall not transfer this Warrant (ior any of the rights evidenced hereby) no assignment may be made to a competitor of the Borrower and Company or any Eligible Subsidiary (ii) the Holder shall make no more than two (2) assignments hereof as defined in the aggregateSecurity 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 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, 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, and 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. 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 part. Holder agrees not to transfer any of its rights evidenced hereby to a known direct competitor of the Company so long as (i) there is no assignment may be made to a competitor Event of Default by the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregateCompany. 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 provides that such transfer is exempt from the registration requirements of applicable securities laws, and 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.

Assignment; Exchange of Warrant. 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 so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregatepart. 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 subject to compliance with the requirements set forth in the Transferor Endorsement Form, 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 CompanyHolder’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, and 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. 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 so long as (i) no assignment may be made to a competitor of the Borrower and (ii) the Holder shall make no more than two (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 's expense) that such transfer is exempt from the registration requirements of applicable securities laws, 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.