Common use of Exercise or Transfer Without Registration Clause in Contracts

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation may require, as a condition of allowing such exercise, transfer or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation a written opinion of counsel, which opinion and counsel are reasonably acceptable to the Corporation, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this Warrant, by taking and holding this Warrant, represents to the Corporation that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition).

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, laws (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation and Company, (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActAct and (iv) that, upon such transfer, the transferee beneficially own Registrable Securities (as defined in the Registration Rights Agreement) having an aggregate Market Price of at least $500,000; provided that no such opinion, letter or letter, status as an "accredited investor" or minimum Market Price shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. No "Subject Holder" (as defined below) may sell or otherwise transfer Warrants, except (i) to the Company or to a stockholder or a group of stockholders who immediately prior to the sale control a majority of the Company's voting shares (a "Controlling Stockholder" or "Controlling Group", as applicable); (ii) to an affiliate of such holder; (iii) in connection with any merger, consolidation, reorganization or sale of more than 50% of the outstanding Common Stock of the Company (a "Reorganization"); (iv) in a registered public offering or a public sale pursuant to Rule 144 or other applicable exemption from the registration requirements of the Securities Act (or any successor rule or regulation); or (v) in a private sale (otherwise than to the Company, to a Controlling Stockholder or a Controlling Group, to an affiliate of such holder, or in a Reorganization), provided that the holder shall not sell or otherwise transfer during any ninety (90) day period a portion(s) of the Warrants which, if converted into Common Stock at the time of the transfer, would represent, in the aggregate, beneficial ownership by the transferee(s) of more than 9.9% percent of the Common Stock then outstanding. Subject Holder means any holder who, but for the second paragraph of Section 1 hereof, would beneficially own 10% or more of the outstanding Common Stock of the Company. The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)thereof.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), ) and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion shall be in form, substance and scope customary for opinions of counsel are reasonably acceptable to the Corporationin comparable transactions, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided and makes all other representations regarding the purchase of the "Securities" contained in this Warrant, the Securities Purchase Agreement between the Company and such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to even date herewith as though such disposition)representations were fully set forth herein.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the Corporation, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act; provided further, however, that in the case of a purported transfer or sale of this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) pursuant to Rule 144(k) under the Securities Act within two years of the Issue Date, the holder shall be required to deliver an opinion of counsel to the effect that such sale or transfer may be made without registration or restriction (including without limitation as to volume) in accordance with the provisions of Rule 144(k). The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)thereof.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation a written opinion of counsel, which opinion and counsel are reasonably acceptable to the Corporation, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this Warrant, by taking and holding this Warrant, represents to the Corporation that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition).

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance reasonably acceptable to the Corporation and Company, (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActAct and (iv) that, upon such transfer, the transferee beneficially own Registrable Securities (as defined in the Registration Rights Agreement) having an aggregate Market Price of at least $500,000; provided that no such opinion, letter or letter, status as an "accredited investor" or minimum Market Price shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this WarrantNo "Subject Holder" (as defined below) may sell or otherwise transfer Warrants, by taking and holding this Warrant, represents except (i) to the Corporation that such holder is acquiring this Warrant for investment and not with Company or to a present view stockholder or a group of stockholders who immediately prior to the distribution thereof sale control a majority of the Company's voting shares (it being understood that except a "Controlling Stockholder" or "Controlling Group", as otherwise provided applicable); (ii) to an affiliate of such holder; (iii) in this Warrantconnection with any merger, such holder does not agree consolidation, reorganization or sale of more than 50% of the outstanding Common Stock of the Company (a "Reorganization"); (iv) in a registered public offering or a public sale pursuant to hold the Warrant for any minimum Rule 144 or other specific term and reserves applicable exemption from the right to dispose registration requirements of the Warrant at any time in accordance with the Securities Act and state securities laws applicable (or any successor rule or regulation); or (v) in a private sale (otherwise than to the Company, to a Controlling Stockholder or a Controlling Group, to an affiliate of such holder, or in a Reorganization), provided that pursuant to such disposition).private sale(s) the holder shall not sell or otherwise transfer during any ninety (90) day period a portion(s) of the Warrants which, if converted into Common Stock at the time of the

Exercise or Transfer Without Registration. If, at the time ----------------------------------------- of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) , shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, laws and (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be Company. Except in respect of a sale pursuant to an "accredited investor" as defined in Rule 501(a) promulgated effective Registration Statement under the Securities Act; provided that no such opinion, letter or status Act as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under contemplated by Section 9 of the Securities Act. The Purchase Agreement, the first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrantthereof. IF THE INITIAL HOLDER OF THIS WARRANT IS A PENNSYLVANIA RESIDENT, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)SUCH HOLDER HEREBY AGREES NOT TO SELL THIS WARRANT OR THE WARRANT SHARES FOR A PERIOD OF 12 MONTHS FROM THE DATE HEREOF, EXCEPT IN ACCORDANCE WITH SECTION 204.011 OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) , shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, laws and (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be Company. Except in respect of a sale pursuant to an "accredited investor" as defined in Rule 501(a) promulgated effective Registration Statement under the Securities Act; provided that no such opinion, letter or status Act as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under contemplated by Section 9 of the Securities Act. The Purchase Agreement, the first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant Wan-ant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrantthereof. IF THE INITIAL HOLDER OF THIS WARRANT IS A PENNSYLVANIA RESIDENT, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)SUCH HOLDER HEREBY AGREES NOT TO SELL THIS WARRANT OR THE WARRANT SHARES FOR A PERIOD OF 12 MONTHS FROM THE DATE HEREOF, EXCEPT IN ACCORDANCE WITH SEC-NON 204.011 OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act; provided further, however, that no "Subject Holder" (as defined below) may sell or otherwise transfer the Warrants, except (i) to the Company or to a stockholder or a group of stockholders who immediately prior to the sale control a majority of the Company's voting shares (a "Controlling Stockholder" or "Controlling Group", as applicable); (ii) to an affiliate of such Holder; (iii) in connection with any merger, consolidation, reorganization or sale of more than 50% of the outstanding Common Stock of the Company (a "Reorganization"); (iv) in a registered public offering or a public sale pursuant to Rule 144 or other applicable exemption from the registration requirements of the Securities Act (or any successor rule or regulation); or (v) in a private sale (otherwise than to the Company, to a Controlling Stockholder or a Controlling Group, to an affiliate of such Holder, or in a Reorganization), provided that the Holder shall not sell or otherwise transfer during any ninety (90) day period a portion(s) of the Warrants which, if converted into Common Stock, would represent, at the time of the transfer, in the aggregate (together with any other shares of Common Stock the beneficial ownership of which is transferred), beneficial ownership by the transferee(s) of more than 4.9% percent of the Common Stock then outstanding. Subject Holder means any Holder who, but for the provisions contained in the last paragraph of Section 1, would beneficially own 5% or more of the outstanding Common Stock of the Borrower. The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in thereof. For the purposes of this Warrantparagraph, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act and state securities laws applicable to such disposition)of 1934, as amended.

Exercise or Transfer Without Registration. If, at the time of ----------------------------------------- the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this Warrant; provided further, by taking and holding this Warranthowever, represents that no "Subject Holder" (as defined below) may sell or otherwise transfer the Warrants, except (i) to the Corporation that such holder is acquiring this Warrant for investment and not with Company or to a present view stockholder or a group of stockholders who immediately prior to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose sale control a majority of the Warrant at any time in accordance with the Securities Act and state securities laws applicable Company's voting shares (a "Controlling Stockholder" or "Controlling Group", as applicable); (ii) to such disposition).an affiliate of such

Exercise or Transfer Without Registration. If, at the time of ----------------------------------------- the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state -------------- securities -------------- or blue sky laws, the Corporation may require, as a condition of allowing such exercise, transfer or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation a written opinion of counsel, which opinion and counsel are reasonably acceptable to the Corporation, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this Warrant, by taking and holding this Warrant, represents to the Corporation that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition).

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), ) and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in the form and substance acceptable to the Corporation attached as Exhibit C and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The holder of this Warrant, by taking and holding this Warrantacceptance hereof, represents to the Corporation agrees that such holder is acquiring this Warrant and the Warrant Shares to be issued upon the exercise or conversion hereof are being acquired solely for investment its own account and not as a nominee for any other party and not with a present view to toward the resale or distribution thereof (and that it being understood that except as will not offer, sell or otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of this Warrant or any Warrant Shares to be issued upon the Warrant at any time exercise or conversion hereof except in accordance with herewith and under circumstances which will not result in a violation of the Securities Act and or of applicable state securities laws applicable to such disposition)laws.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable satisfactory to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act; provided further, however, that in the case of a purported transfer or sale of this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) pursuant to Rule 144(k) under the Securities Act within two years of the Issue Date, the holder shall not be required to deliver an opinion of counsel to the effect that such sale or transfer may be made without registration or restriction (including without limitation as to volume) in accordance with the provisions of Rule 144(k). The initial holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof thereof. The initial holder of this Warrant and any and all assignees and subsequent holders of this Warrant may not transfer this Warrant (it being understood in whole or in part) in a manner that except as otherwise provided will prevent the Company from relying upon the private placement exemption contained in this Warrant, such holder does not agree to hold Section 4(2) of the Warrant for any minimum or other specific term and reserves Securities Act in connection with the right to dispose issuance of the Warrant at any time Shares upon exercise of this Warrant (as the same may be transferred or assigned). Each certificate representing Warrant Shares shall bear a legend substantially in accordance with the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and state may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities laws applicable are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such disposition)registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Securities Act or have been sold pursuant to an effective registration statement under the Securities Act.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance reasonably acceptable to the Corporation and Company, (iii) that the transferee be an "accredited investor" as defined in Rule 501(a) promulgated under the Securities ActAct and (iv) that, upon such transfer, the transferee beneficially own Registrable Securities (as defined in the Registration Rights Agreement) having an aggregate Market Price of at least $250,000; provided that no such opinion, letter or letter, status as an "accredited investor" or minimum Market Price shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. No "Subject Holder" (as defined below) may sell or otherwise transfer Warrants, except (i) to the Company or to a stockholder or a group of stockholders who immediately prior to the sale control a majority of the Company's voting shares (a "Controlling Stockholder" or "Controlling Group", as applicable); (ii) to an affiliate of such holder; (iii) in connection with any merger, consolidation, reorganization or sale of more than 50% of the outstanding Common Stock of the Company (a "Reorganization"); (iv) in a registered public offering or a public sale pursuant to Rule 144 or other applicable exemption from the registration requirements of the Securities Act (or any successor rule or regulation); or (v) in a private sale (otherwise than to the Company, to a Controlling Stockholder or a Controlling Group, to an affiliate of such holder, or in a Reorganization), provided that pursuant to such private sale(s) the holder shall not sell or otherwise transfer during any ninety (90) day period a portion(s) of the Warrants which, if converted into Common Stock at the time of the transfer, would represent, in the aggregate (together with any other shares of Common Stock so transferred), beneficial ownership by the transferees of more than 4.9% percent of the Common Stock then outstanding (after giving full effect to the second paragraph of Section 1 hereof). Subject Holder means any holder who, but for the second paragraph of Section 1 hereof, would beneficially own 5% or more of the outstanding Common Stock of the Company. The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)thereof.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares issuable hereunder) , shall not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities said Act and under applicable state securities or blue sky laws, laws and (ii) that the holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation and (iii) that the transferee be Company. Except in respect of a sale pursuant to an "accredited investor" as defined in Rule 501(a) promulgated effective Registration Statement under the Securities Act; provided that no such opinion, letter or status Act as an "accredited investor" shall be required in connection with a transfer pursuant to Rule 144 under contemplated by Section 9 of the Securities Act. The Purchase Agreement, the first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrantthereof. IF THE INITIAL HOLDER OF THIS WARRANT IS A PENNSYLVANIA RESIDENT, such holder does not agree to hold the Warrant for any minimum or other specific term and reserves the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)SUCH HOLDER HEREBY AGREES NOT TO SELL THIS WARRANT OR THE WARRANT SHARES FOR A PERIOD OF 12 MONTHS FROM THE DATE HEREOF, EXCEPT IN ACCORDANCE WITH SEC-NON 204.011 OF THE PENNSYLVANIA SECURITIES ACT OF 1972, AS AMENDED.

Exercise or Transfer Without Registration. If, at the time of the ----------------------------------------- surrender of this Warrant in connection with any exercise, transfer transfer, or exchange of this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares and Common Warrants issuable hereunder) ), shall not be registered under the Securities Act of 1933, as amended (the "“Securities Act"”), and under applicable state securities -------------- or blue sky laws, the Corporation Company may require, as a condition of allowing such exercise, transfer transfer, or exchange, (i) that the holder Holder or transferee of this Warrant, as the case may be, furnish to the Corporation Company a written opinion of counsel, which opinion and counsel are reasonably acceptable to the CorporationCompany, to the effect that such exercise, transfer transfer, or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder Holder or transferee execute and deliver to the Corporation Company an investment letter in form and substance acceptable to the Corporation Company and (iii) that the transferee be an "“accredited investor" ” as defined in Rule 501(a) promulgated under the Securities Act; provided that no such opinion, letter or status as an "“accredited investor" ” shall be required in connection with a transfer pursuant to Rule 144 under the Securities Act. The first holder of this Warrant, by taking and holding this Warrantthe same, represents to the Corporation Company that such holder is acquiring this Warrant for investment and not with a present view to the distribution thereof (it being understood that except as otherwise provided in this Warrant, such holder does not agree thereof. In no event shall the Holder be permitted to hold assign the Warrant for any minimum or other specific term and reserves unless provided with express written consent by the right to dispose of the Warrant at any time in accordance with the Securities Act and state securities laws applicable to such disposition)Company.