Common use of Assignment or Loss of Warrant Clause in Contracts

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.

Assignment or Loss of Warrant. (a) Any saleThe Warrants are exchangeable, transferwithout expense, assignmentat the option of the Holder, hypothecation or other disposition of this Warrant or upon presentation and surrender of the Warrant Shares Certificates evidencing such Warrants to the Company at its office or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock as are purchasable thereunder at the same respective Exercise Price. Subject to Section 10 hereof, upon surrender of the Warrant Certificates to the Company at its principal office or at the office of its stock transfer agent, if any, with a duly executed Assignment Form which is annexed hereto and funds sufficient to pay the applicable transfer tax, if any, the Company shall, without charge, execute and deliver new Warrant Certificates in the name of the assignee named in such instrument of assignment and the original Warrant Certificate shall only promptly be made canceled. The Warrants may be divided or combined with other Warrants which carry the same rights upon presentation of the Warrant Certificate evidencing such Warrants at the office of the Company or at the office of its stock transfer agent, if any such transferany, assignment or other disposition will comply together with the rules and statutes administered a written notice signed by the Securities Holder hereof specifying the names and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently denominations in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall new Warrant Certificates are to be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the sharesissued. Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrantthe Warrants, and (and, in the case of loss, theft or destruction) , of indemnification reasonably satisfactory to the Companyindemnification, and upon surrender and cancellation of this Warrantthe Warrants, if mutilated, the Company shall will execute and deliver a new Warrant Certificates of like tenor and date.. Any such new Warrant Certificates, when executed and delivered, shall constitute an additional contractual obligation on the part of the Company, whether or not the Warrant Certificates so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation This Warrant is not assignable or other disposition transferable without the written consent of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition except by operation of the shares. Each stock certificate representing Warrant Shares issued upon exercise law or exchange of this Warrant shall bear the following legend (unless, as provided in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that below. Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of indemnification reasonably satisfactory to the Companyindemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, if mutilated, the Company shall will execute and deliver a new Warrant of like tenor and datedate and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. (b) This Warrant shall not be transferable by Holder other than to a "Permitted Transferee" (as defined below); provided, that any Permitted Transferee shall be absolutely prohibited from transferring all or any portion of this Warrant other than to Holder or another Permitted Transferee of Holder; and provided further, that if Holder dies or becomes incapacitated, this Warrant may be exercised by Holder's estate, legal representative or beneficiary, as the case may be, subject to all other terms and conditions contained in this Warrant. (c) For purposes of this Agreement, Permitted Transferees shall include only the members of the "immediate family" (which shall be limited to Holder's spouse, children, and parents) of Holder, and to trusts for such person's own benefit and/or for the benefit of members of Holder's immediate family; provided, that such Permitted Transferees must agree in writing to be bound by all of the terms of this Agreement to the same extent as Holder hereunder, in form acceptable to counsel to the Company, including but not limited to restrictions on the exercise of this Warrant and on transfers of the Shares, as the case may be, following exercise of this Warrant, such that any Shares so acquired shall be held subject to the terms of this Agreement. Shares held by any Permitted Transferee shall be aggregated with those held by the Permitted Transferee's transferor in order to determine the number of shares subject to the provisions of this Agreement.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition attempted transfer of this Warrant or of Warrant, the Warrant Shares or any new Warrant not in accordance with this Section shall only be made if null and void, and the Issuer shall not in any way be required to give effect to such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange No transfer of this Warrant shall bear be effective for any purpose hereunder until (i) written notice of such transfer and of the following legend name and address of the transferee has been received by the Issuer, and (unless!i) the transferee shall first agree in a writing deposited with the Secretary of the Issuer to be bound by all the provisions of this Warrant and the Agreement. Upon surrender of this Warrant to the Issuer by any transferee authorized under the provisions of this Section 4, the Issuer shall, without charge, execute and deliver a new Warrant registered in the opinion name of counselsuch transferee at the address specified by such transferee, which counsel and which opinion this Warrant shall promptly be canceled. The Issuer may deem and treat the registered holder of any Warrant as the absolute owner thereof for all purposes, and the Issuer shall not be affected by any notice to the contrary. Any Warrant, if presented by an authorized transferee, may be exercised by such transferee without prior delivery of a new Warrant issued in the name of the transferee. Upon receipt by the Issuer of evidence reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification reasonably satisfactory to the Companyindemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall Issuer will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute a separate contractual obligation on the part of the Issuer, whether or not the Warrant so lost. stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition The Holder of this Warrant shall not be entitled, without obtaining the prior written consent of the Company, to transfer or assign its interest in this Warrant, or any of the Warrant Shares shall only be made if (prior to exercise of this Warrant), in whole or in part, to any such transferother individual, assignment partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture or other disposition will comply entity of whatever nature (each a “Person”); provided, however, that subject to the provisions of Section 11, the Holder of this Warrant may transfer or assign its interest in this Warrant to any Affiliate (as defined below) of Holder provided that, in the reasonable opinion of the Company, such Affiliate (or any other Affiliate of such Affiliate) does not compete, directly or indirectly, with any business of the rules Company or any Affiliate of the Company, and statutes administered by the Securities and Exchange Commission and provided further, as a condition to such transfer or assignment, (i) a Registration Statement under the Act including any such Shares is currently transferee or assignee agrees in effectwriting, or (ii) in the opinion of counsel, which counsel form and which opinion shall be reasonably substance satisfactory to the Company, a current Registration Statement is not required for such disposition of to be bound by the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange terms of this Warrant shall bear as if originally a party hereto and provides the following legend (unless, Company with an investment representation letter reflecting the representations and warranties set forth in the Section 11 below and an opinion of counsel in such form reasonably acceptable to the Company and its counsel, which counsel that such transfer would not be in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any applicable foreign, state or local securities law, and which opinion shall be reasonably satisfactory (ii) the Holder is not in breach of any term of any agreement between Holder and the Company or any Affiliate of the Company, including without limitation, the Cable Telephony Agreement. Subject to the provisions hereof and of Section 11, upon surrender of this Warrant to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that with the Company may place, Assignment Form attached hereto duly executed and may instruct funds sufficient to pay any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records other tax or fee payable in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilatedthereof, the Company shall execute and deliver a new warrant or warrants in the name of the assignee or assignees named in such instrument of assignment and, if the Holder’s entire interest is not being assigned, in the name of the Holder, and this Warrant shall promptly be canceled. The date the Company initially issues this Warrant shall be deemed to be the “date of like tenor issuance” hereof regardless of the number of times new certificates representing the unexpired and dateunexercised rights formerly representing this Warrant shall be issued. An “Affiliate” means, as to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. The terms “controlling” and “controlled” have meanings correlative to the foregoing.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation This Warrant is not assignable or other disposition transferable without the written consent of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition except by operation of the shares. Each stock certificate representing Warrant Shares issued upon exercise law or exchange of this Warrant shall bear the following legend (unless, as provided in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that below. Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of indemnification reasonably satisfactory to the Companyindemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, if mutilated, the Company shall will execute and deliver a new Warrant of like tenor and datedate and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. (b) This Warrant shall not be transferable by Holder other than to a "Permitted Transferee" (as defined below); provided, that any Permitted Transferee shall be absolutely prohibited from transferring all or any portion of this Warrant other than to Holder or another Permitted Transferee of Holder; and provided further, that if Holder dies or becomes incapacitated, this Warrant may be exercised by Holder's estate, legal representative or beneficiary, as the case may be, subject to all other terms and conditions contained in this Warrant. (c) For purposes of this Agreement, Permitted Transferees shall include only the members of the "immediate family" (which shall be limited to Holder's spouse, children, and parents) of Holder, and to trusts for such person's own benefit and/or for the benefit of members of Holder's immediate family; provided, that such Permitted Transferees must agree in writing to be bound by all of the terms of this Agreement to the same extent as Holder hereunder, in form acceptable to counsel to the Company, including but not limited to restrictions on the exercise of this Warrant and on transfers of the Shares, as the case may be, following exercise of this Warrant, such that any Shares so acquired shall be held subject to the terms of this Agreement. Shares held by any Permitted Transferee shall be aggregated with those held by the Permitted Transferee's transferor in order to determine the number of Shares subject to the provisions of this Agreement.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation This Warrant is not assignable or other disposition transferable without the written consent of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition except by operation of the shares. Each stock certificate representing Warrant Shares issued upon exercise law or exchange of this Warrant shall bear the following legend (unless, as provided in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that below. Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of indemnification reasonably satisfactory to the Companyindemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, if mutilated, the Company shall will execute and deliver a new Warrant of like tenor and datedate and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. (b) This Warrant shall not be transferable by Holder other than to a "Permitted Transferee" (as defined below); provided, that any Permitted Transferee shall be absolutely prohibited from transferring all or any portion of this Warrant other than to Holder or another Permitted Transferee of Holder; and provided further, that if Holder dies or becomes incapacitated, this Warrant may be exercised by Holder's estate, legal representative or beneficiary, as the case may be, subject to all other terms and conditions contained in this Warrant. (c) For purposes of this Warrant, Permitted Transferees shall include only the members of the "immediate family" (which shall be limited to his spouse, children, parents and siblings) of Holder, and to trusts for such person's own benefit and/or for the benefit of members of his immediate family; provided, that such Permitted Transferees must agree in writing to be bound by all of the terms of this Agreement to the same extent as Holder hereunder, in form acceptable to counsel to the Company, including but not limited to restrictions on the exercise of this Warrant and on transfers of Shares, as the case may be, following exercise of this Warrant, such that any Shares so acquired shall be held subject to the terms of this Agreement. Shares held by any Permitted Transferee shall be aggregated with those held by the Permitted Transferee's transferor in order to determine the number of Shares subject to the provisions of this Warrant.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition attempted transfer of this Warrant or of Warrant, the Warrant Shares shall only be made if or any such transfer, assignment or other disposition will comply new Warrant not in accordance with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion this Section shall be reasonably satisfactory null and void, and the Issuer shall not in any way be required to the Company, a current Registration Statement is not required for give effect to such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange transfer No transfer of this Warrant shall bear be effective for any purpose hereunder until (i) written notice of such transfer and of the following legend name and address of the transferee has been received by the Issuer, and (unlessii) the transferee shall first agree in a writing deposited with the Secretary of the Issuer to be bound by all the provisions of this Warrant and the Agreement. Upon surrender of this Warrant to the Issuer by any transferee authorized under the provisions of this Section 4, the Issuer shall, without charge, execute and deliver a new Warrant registered in the opinion name of counselsuch transferee at the address specified by such transferee, which counsel and which opinion this Warrant shall promptly be canceled. The Issuer may deem and treat the registered holder of any Warrant as the absolute owner thereof for all purposes, and the Issuer shall not be affected by any notice to the contrary. Any Warrant, if presented by an authorized transferee, may be exercised by such transferee without prior delivery of a new Warrant issued in the name of the transferee. PAGE 3 -------------------------------------------------------------------------------- Upon receipt by the Issuer of evidence reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification reasonably satisfactory to the Companyindemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall Issuer will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute a separate contractual obligation on the part of the Issuer, whether or not the Warrant so lost. stolen, destroyed or mutilated shall be at any time enforceable by anyone.

Assignment or Loss of Warrant. (a) Any saleThis Warrant is exchangeable, transferwithout expense, assignmentat the option of the Warrant Holder, hypothecation or other disposition upon presentation and surrender of this Warrant to the Company at its office or at the office of its stock transfer agent, if any, for other Warrants of different denominations entitling the Warrant Holder thereof to purchase in the aggregate the same number of shares of Common Stock as are purchasable thereunder at the same respective Exercise Price. Subject to Section 10 hereof, upon surrender of this Warrant to the Company at its principal office or at the office of its stock transfer agent, if any, with a duly executed Assignment Form which is annexed hereto and funds sufficient to pay the applicable transfer tax, if any, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and the original Warrant Certificate shall promptly be canceled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation of the Warrant Shares shall only be made Certificate evidencing such Warrants at the office of the Company or at the office of its stock transfer agent, if any such transferany, assignment or other disposition will comply together with the rules and statutes administered a written notice signed by the Securities Warrant Holder hereof specifying the names and Exchange Commission and (i) a Registration Statement under the Act including such Shares denominations in which new Warrant is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall to be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the sharesissued. Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (and, in the case of loss, theft or destruction) , of indemnification reasonably satisfactory to the Companyindemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall will execute and deliver a new Warrant of like tenor and date.

Assignment or Loss of Warrant. (a) This Warrant is not transferable or assignable except to the partners of MAG or to members of the family of such partners, including trusts and/or family partnerships for the benefit of said family members. Any sale, transfer, assignment, hypothecation or other disposition attempted transfer of this Warrant or of Warrant, the Warrant Shares or any new Warrant not in accordance with this Section shall only be made if null and void, and the Issuer shall not in any way be required to give effect to such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange No transfer of this Warrant shall bear be effective for any purpose hereunder until (i) written notice of such transfer and of the following legend name and address of the transferee has been received by the Issuer, and (unlessii) the transferee shall first agree in a writing deposited with the Secretary of the Issuer to be bound by all the provisions of this Warrant. Upon surrender of this Warrant to the Issuer by any transferee authorized under the provisions of this Section 3, the Issuer shall, without charge, execute and deliver a new Warrant registered in the opinion name of counselsuch transferee at the address specified by such transferee, which counsel and which opinion this Warrant shall promptly be canceled. The Issuer may deem and treat the registered holder of any Warrant as the absolute owner thereof for all purposes, and the Issuer shall not be affected by any notice to the contrary. Any Warrant if presented by an authorized transferee, may be exercised by such transferee without prior delivery of a new Warrant issued in the name of the transferee. Upon receipt by the Issuer of evidence reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in On the case of loss, theft or destruction) of indemnification reasonably satisfactory to the Companyindemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall Issuer will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute a separate contractual obligation on the part of the Issuer, whether or not the Warrant so lost, stolen destroyed or mutilated shall be at any time enforceable by anyone.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation or other disposition of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition of the shares. Each stock certificate representing Warrant Shares issued upon exercise or exchange of this Warrant shall bear the following legend (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.. 3 4

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation This Warrant is not assignable or other disposition transferable without the written consent of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition except by operation of the shares. Each stock certificate representing Warrant Shares issued upon exercise law or exchange of this Warrant shall bear the following legend as provided in (unless, in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDEDb) below." (b) The This Warrant shall not be transferable by Holder understands other than to a "Permitted Transferee" (as defined below); provided, that any Permitted Transferee shall be absolutely prohibited from transferring all or any portion of this Warrant other than to Holder or another Permitted Transferee of Holder; and provided further, that if Holder dies or becomes incapacitated, this Warrant may be exercised by Holder's estate, legal representative or beneficiary, as the Company case may placebe, subject to all other terms and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation conditions contained in the securities records in respect of the Sharesthis Warrant. (c) Upon receipt For purposes of evidence satisfactory this Agreement, Permitted Transferees shall include officers, directors, shareholders and employees of Sands Brothers, members of the "immediate family" (which shall be limited to Holder's spouse, children, and parents) of Holder, to trusts for such person's own benefit and/or for the benefit of members of Holder's immediate family; provided, that such Permitted Transferees must agree in writing to be bound by all of the terms of this Agreement to the Company same extent as Holder hereunder, in form acceptable to counsel to the Company, including but not limited to restrictions on the exercise of this Warrant and on transfers of the lossWarrant Securities, theftas the case may be, destruction or mutilation following exercise of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory such that any Warrant Securities so acquired shall be held subject to the Company, and upon surrender and cancellation terms of this Warrant, if mutilated, Agreement. Warrant Securities held by any Permitted Transferee shall be aggregated with those held by the Company shall execute and deliver a new Warrant Permitted Transferee's transferor in order to determine the number of like tenor and dateshares subject to the provisions of this Agreement.

Assignment or Loss of Warrant. (a) Any sale, transfer, assignment, hypothecation This Warrant is not assignable or other disposition transferable without the written consent of this Warrant or of the Warrant Shares shall only be made if any such transfer, assignment or other disposition will comply with the rules and statutes administered by the Securities and Exchange Commission and (i) a Registration Statement under the Act including such Shares is currently in effect, or (ii) in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, a current Registration Statement is not required for such disposition except by operation of the shares. Each stock certificate representing Warrant Shares issued upon exercise law or exchange of this Warrant shall bear the following legend (unless, as provided in the opinion of counsel, which counsel and which opinion shall be reasonably satisfactory to the Company, such legend is not required): "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED." (b) The Holder understands that below. Upon receipt by the Company may place, and may instruct any transfer agent or depository for the Shares to place, a stop transfer notation in the securities records in respect of the Shares. (c) Upon receipt of evidence satisfactory to the Company it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of indemnification reasonably satisfactory to the Companyindemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, if mutilated, the Company shall will execute and deliver a new Warrant of like tenor and datedate and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void. (b) This Warrant shall not be transferable by Holder other than to a "Permitted Transferee" (as defined below), or a financial institution as collateral to secure a pledge from the Holder to the financial institution in connection with a loan from such financial institution to the Holder; PROVIDED, that any Permitted Transferee shall be absolutely prohibited from transferring all or any portion of this Warrant other than to Holder or another Permitted Transferee of Holder; and PROVIDED FURTHER, that if Holder dies or becomes incapacitated, this Warrant may be exercised by Holder's estate, legal representative or beneficiary, as the case may be, subject to all other terms and conditions contained in this Warrant. (c) For purposes of this Agreement, Permitted Transferees shall include only the members of the "immediate family" (which shall be limited to his spouse, children, parents and siblings) of Holder, and to trusts for such person's own benefit and/or for the benefit of members of his immediate family; PROVIDED, that such Permitted Transferees must agree in writing to be bound by all of the terms of this Agreement to the same extent as Holder hereunder, in form acceptable to counsel to the Company, including but not limited to restrictions on the exercise of this Warrant and on transfers of Shares following exercise of this Warrant, such that any Shares so acquired shall be held subject to the terms of this Agreement. Shares held by any Permitted Transferee shall be aggregated with those held by the Permitted Transferee's transferor in order to determine the number of Shares subject to the provisions of this Agreement.