Common use of Negotiability, etc Clause in Contracts

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereofhereof and applicable federal securities laws, title to this Warrant may be transferred by endorsement (by the holder hereof Holder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof Holder shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant Holder or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) 8.1. Subject to (i) the legend appearing on the first page hereofhereof and (ii) Sections 7.1 and 7.4 of the Purchase Agreement, title to this Warrant may be transferred by endorsement (by the holder hereof Holder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) 8.2. Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) 8.3. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) 8.4. Prior to the exercise of this Warrant, the holder hereof Holder shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) 8.5. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant Holder or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. (a) This Warrant and the shares issued upon exercise hereof shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel of the registered holder, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a registered holder which is a corporation to a wholly owned subsidiary of such corporation or to a parent of such corporation, a transfer by a registered holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner, or to its nominee or from such nominee to its beneficial owner, if the transferee agrees in writing to be subject to the terms of this Section 14, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing shares issued upon exercise of this Warrant shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any such shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. (d) This Warrant is issued upon the following terms, to all of which each taker holder or owner hereof by the taking hereof consents and agreesagrees that subject to the foregoing: (ai) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signaturehereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery.; (bii) Any any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every each such bona fide purchaser, and every each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby.; and (ciii) Until until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) 8.1 Subject to (i) the legend appearing on the first page hereofhereof and (ii) Sections 7.1 and 7.4 of the Purchase Agreement, title to this Warrant may be transferred by endorsement (by the holder hereof Holder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) 8.2 Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) 8.3 Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) 8.4 Prior to the exercise of this Warrant, the holder hereof Holder shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) 8.5 The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant Holder or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) 8.1. Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) 8.2. Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) 8.3. Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) 8.4. Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) 8.5. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, at any time beginning on the Earliest Exercise Date, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any Subject to Section 8(a), any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except except, in each case, as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker holder or owner hereof by the taking hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant or a portion hereof may be transferred by endorsement (by the holder hereof Transferor executing the form of assignment at the end hereof including guaranty of signatureTransferor Endorsement Form) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery.; (b) Any any person in possession (which possession may be joint) of this Warrant properly endorsed with an executed Transferor Endorsement Form naming such person as a Transferee under the heading "Transferees" is authorized to represent himself as absolute owner hereof of the portion of this Warrant stated in such Transferor Endorsement Form opposite the name of such person under the heading "Number Transferred" and is granted power empowered to transfer absolute title hereto to such portion of this Warrant by endorsement and delivery hereof thereof to a bona fide purchaser hereof thereof for value, notwithstanding the requirements of Section 12 hereof; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every each such bona fide purchaser, and every each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby.; (c) Until until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary.; and (d) Prior unless this Warrant and the shares issuable on exercise thereof are then registered under the Securities Act of 1933, as amended (the "Act"), no transfer of the Warrant or such shares may be made to any person without first providing the Company an opinion of counsel reasonably acceptable to the exercise of this Warrant, Company that registration under the holder hereof shall Act is not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinrequired. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to ------------------ all of which each taker holder or owner hereof by the taking hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signaturehereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every each such bona fide purchaser, and every each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby.; (c) Until until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary.; and (d) Prior to notwithstanding the exercise of foregoing, this Warrant, the holder hereof shall Warrant may not be entitled sold, transferred or assigned except pursuant to any rights an effective registration statement under the Securities Act of a shareholder of the Company 1933, as amended or, pursuant to an applicable exemption therefrom or in accordance with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinRegulation S promulgated under such Act. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant Each Subscription Bond is issued upon the following terms, to all of which each taker or owner hereof thereof consents and agrees: (a) Subject to the legend appearing on the first page in Section 2.11 hereof, title to this Warrant a Subscription Bond may be transferred by endorsement (by the holder hereof Holder executing the a form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant a Subscription Bond properly endorsed is authorized to represent himself as absolute owner hereof thereof and is granted power to transfer absolute title hereto thereto by endorsement and delivery hereof thereof to a bona fide purchaser hereof thereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant a Subscription Bond in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto thereto and to all rights represented herebyhereby and thereby. (c) Until this Warrant a Subscription Bond is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof thereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warranta Subscription Bond, the holder hereof Holder shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which this Warrant the Subscription Bond shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal federal or state transfer tax or charge in Brazil or the United States that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant a Subscription Bond or the issuance or conversion or delivery entry in the book of certificates for registration of shares of Common Stock or the entry in a name other than that the book of the registered holder transfer of this Warrant or to issue or deliver any certificates for shares of Common Stock upon the exercise of this Warrant a Subscription Bond until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.. 110 (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Neither this Warrant, the shares of Common Stock of the Company issuable upon exercise of this Warrant (the "Underlying Stock") nor ---------------- the rights of the Holder hereunder may be transferred except in compliance with all applicable Federal and State securities laws. The provisions of this Section 9 shall be binding upon any transferee of this Warrant and upon each holder of Underlying Stock. (b) Subject to the legend appearing on the first page hereoflimitations described in this Section 9, title to this Warrant may be transferred by endorsement (by the holder Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (bc) Any person in possession of this Warrant properly endorsed and, if not the original holder hereof, to whom possession was transferred in accordance with the provisions of clauses (a) and (b) of this Section 9 is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (cd) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof Holder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof Holder shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant Holder or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Nether this Warrant, the Common Shares underlying this Warrant (the "Underlying Stock") nor the rights of the Holder hereunder may be transferred except in compliance with the provisions of a certain Subscription Agreement executed in connection with the issuance of this Warrant, copies of which are on file at the principal office of the Company. The provisions of this Section 8 shall be binding upon any transferee of this Warrant and upon each holder of Underlying Stock. (b) Subject to the legend appearing on the first page hereoflimitation described in this Section 8, title to this Warrant may be transferred by endorsement (by the holder Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (bc) Any person in possession of this Warrant properly endorsed and, if not the original holder hereof, to whom possession was transferred in accordance with the provisions was transferred in accordance with the provisions of clauses (a) and (b) of this Section 8 is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser pur- chaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (cd) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal U.S. federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock Shares in a name other than that of the registered holder Holder of this Warrant warrant or to issue or deliver any certificates for Common Stock Shares upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder Holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following ------------------- terms, to all of which each taker holder or owner hereof by the taking hereof consents and agrees: (a) Subject the holder of this Warrant may is assign its rights pursuant to this Warrant only with the legend appearing on written consent of the first page hereofCompany, which consent shall not be unreasonably withheld. (b) the Company may assign its rights and obligations pursuant to this Warrant only with the written consent of the holder of this Warrant, which consent shall not be unreasonably withheld. (c) subject to compliance with all applicable securities laws and subsection (a) above, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signaturehereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery.; (bd) Any subject to the transfer restrictions set forth in subsection (a) above, any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every each such bona fide purchaser, and every each such bona fide purchaser shall acquire absolute title hereto and to all rights represented hereby.; and (ce) Until until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (ai) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof Holder executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. The Company, on surrender of this Warrant, properly endorsed on such assignment form and subject to the provisions of this Warrant with respect to compliance with the Act, as its expense shall issue to or on the order of the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof. (bii) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (ciii) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (div) Prior to the exercise of this Warrant, the holder hereof Holder shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (ev) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Series B Preferred Stock in a name other than that of the registered holder of this Warrant Holder or to issue or deliver any certificates for Common Series B Preferred Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant Holder or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker Holder or owner hereof by the taking hereof consents and agrees:: COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 8 (VISUAL EDGE SYSTEMS INC.) (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder Holder hereof executing the form of assignment at the end hereof including guaranty of signaturehereof) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery.; (b) Any any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power empowered to transfer absolute title hereto by endorsement and delivery hereof to a bona fide BONA FIDE purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every each such bona fide BONA FIDE purchaser, and every each such bona fide BONA FIDE purchaser shall acquire absolute title hereto and to all rights represented hereby.; (c) Until until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant Holder hereof as the absolute owner hereof for all purposes without being affected by purposes, notwithstanding any notice to the contrary.; and (d) Prior to notwithstanding the exercise of foregoing, this Warrant, the holder hereof shall Warrant may not be entitled sold, transferred or assigned except pursuant to any rights an effective registration statement under the Securities Act of a shareholder of 1933, as amended (the Company "Act"), or, pursuant to an applicable exemption therefrom (including in accordance with respect to shares for which this Warrant shall be exercisable, including, without limitation, Regulation D promulgated under the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided hereinAct). (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Subject to the legend appearing on the first page hereof, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsright, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant of the issuance or conversion or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) Nether this Warrant, the Common Shares underlying this Warrant (the "Underlying Stock") nor the rights of the Holder hereunder may be transferred except in compliance with the provisions of a certain Subscription Agreement and a certain Shareholders Agreement executed in connection with the issuance of this Warrant, copies of which are on file at the principal office of the Company. The provisions of this Section 8 shall be binding upon any transferee of this Warrant and upon each holder of Underlying Stock. (b) Subject to the legend appearing on the first page hereoflimitation described in this Section 8, title to this Warrant may be transferred by endorsement (by the holder Holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (bc) Any person in possession of this Warrant properly endorsed and, if not the original holder hereof, to whom possession was transferred in accordance with the provisions was transferred in accordance with the provisions of clauses (a) and (b) of this Section 8 is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (cd) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder Holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Company shall not be required to pay any Federal U.S. federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock Shares in a name other than that of the registered holder Holder of this Warrant warrant or to issue or deliver any certificates for Common Stock Shares upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder Holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due.

Negotiability, etc. This Warrant is issued upon the following terms, to all of which each taker or owner hereof consents and agrees: (a) This Warrant shall only be transferred or assigned to (i) Commonwealth Telephone Company, a Pennsylvania corporation, (ii) any entity that directly or indirectly owns all or substantially all of the capital stock of Commonwealth Telephone Company, or (iii) any wholly owned subsidiary of any entity referred to in clause (ii) above. (b) Subject to the legend appearing on the first page hereofclause (a) above, title to this Warrant may be transferred by endorsement (by the holder hereof executing the form of assignment at the end hereof including guaranty of signature) and delivery in the same manner as in the case of a negotiable instrument transferable by endorsement and delivery. (b) Any person in possession of this Warrant properly endorsed is authorized to represent himself as absolute owner hereof and is granted power to transfer absolute title hereto by endorsement and delivery hereof to a bona fide purchaser hereof for value; each prior taker or owner waives and renounces all of his equities or rights in this Warrant in favor of every such bona fide purchaser, and every such bona fide purchaser shall acquire title hereto and to all rights represented hereby. (c) Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder of this Warrant as the absolute owner hereof for all purposes without being affected by any notice to the contrary. (d) Prior to the exercise of this Warrant, the holder hereof shall not be entitled to any rights of a shareholder of the Company with respect to shares for which this Warrant shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. (e) The Subject to clause (a) above, the Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of this Warrant or the issuance or conversion or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant or to issue or deliver any certificates for Common Stock upon the exercise of this Warrant until any and all such taxes and charges shall have been paid by the holder of this Warrant or until it has been established to the Company's satisfaction that no such tax or charge is due. (f) The holder of any shares of Common Stock issued upon the exercise of this Warrant, in whole or in part, hereby agrees that, until five (5) years following the date of the most recent exercise of this Warrant, prior to an effective registration by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, it will not transfer or assign such shares of Common Stock without the prior written consent of the Company, which consent shall not be unreasonably withheld. Each taker or owner hereof agrees and acknowledges that the Company will be acting reasonably if it withholds such consent based upon a determination in good faith that (i) such transfer or assignment may cause the Company to be required to register the class of Common Stock under the Securities Exchange Act of 1934, as amended, or (ii) that the transferee or assignee of such shares is a competitor, or an affiliate of a competitor, of the Company.