Common use of Transfer, Division and Combination Clause in Contracts

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Corporation, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 100,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawslaws and the conditions set forth in Sections 1 and 7(e) hereof and to the provisions of Section 4.1 of the Purchase Agreement, transfer of this Warrant and all rights hereunderhereunder are transferable, in whole or in part (provided that if the Warrant is being transferred in part, the portion of this Warrant being transferred shall be registered on represents the books right to purchase at least 100,000 Warrant Shares (or such lesser amount comprising the entire number of the Corporation Warrant Shares then underlying this Warrant and subject to be maintained for such purposeadjustment as provided herein), upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender andand compliance with the conditions referenced in the preceding sentence, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement judgment of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, and upon obtaining the prior written consent of the Company (which it may grant in its sole discretion), transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assignedtransferred, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In ; provided, however, that, without the event that consent of the Company, the initial Holder wishes to transfer a portion of this Warrant, the Holder shall Warrant may not sell or otherwise transfer at least 25,000 shares underlying this Warrant to any a third party who is not an affiliate of such transfereeholder, unless there exists at such time an Event of Default under the Notes or a default under this Warrant. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such --------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement judgment of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such ---------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, and upon obtaining the prior written consent of the Company (which it may grant in its sole discretion), transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such ----------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement judgment of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance ---------------------------------- with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement judgment of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. ---------------- Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such ----------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 100,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the aboveany provision herein, the Holder shall not sell, assign, pledge, encumber, or otherwise transfer this Warrant or any rights hereunder to any person or entity without the consent of the Company, which is then engaged consent shall not be unreasonably withheld; provided, however, in a business that is no event shall the Holder assign this Warrant to any person, entity or company that, in the reasonable judgement judgment of the Corporation is Company, are in direct competition with the CorporationCompany, including but not limited to, persons, entities or companies in the telecommunications industry, data communications industry or the business of manufacturing optical fiber or preform.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such ----------------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such -------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. --------------- Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such -------------------------- transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Xxxxx otherwise than by Will or the laws of descent and distribution and, during the lifetime of Xxxxx, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunderhereunder are transferable ONLY with respect to (i) Xxxxx'x heirs and devisees, or (ii) Xxxxx'x Estate in whole or in part, shall be registered on the such books of the Corporation to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Corporationsuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such and payment, the Corporation Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the aboveThe Company shall pay all expenses, the Holder shall not taxes (other than stock transfer this Warrant or taxes and any rights hereunder to any person or entity which is then engaged in of Holder's income taxes, if any, incurred as a business that is in the reasonable judgement result of the Corporation is transfer) and other charges payable in direct competition connection with the Corporationpreparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Xxxx otherwise than by Will or the laws of descent and distribution and, during the lifetime of Xxxx, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunderhereunder are transferable ONLY with respect to (i) Xxxx'x heirs and devisees, or (ii) Xxxx'x Estate in whole or in part, shall be registered on the such books of the Corporation to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Corporationsuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such and payment, the Corporation Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the aboveThe Company shall pay all expenses, the Holder shall not taxes (other than stock transfer this Warrant or taxes and any rights hereunder to any person or entity which is then engaged in of Holder's income taxes, if any, incurred as a business that is in the reasonable judgement result of the Corporation is transfer) and other charges payable in direct competition connection with the Corporationpreparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. (a) Subject to compliance with Section 7(e) below and with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 50,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance ---------------------------------- with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 5,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement judgment of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any ------------------------------- such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any ----------------------------- such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. -------------- Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Hectus otherwise than by Will or the laws of descent and distribution and, during the lifetime of Hectus, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunderhereunder are transferable ONLY with respect to (i) Hectus' heirs and devisees, or (ii) Hectus' Estate in whole or in part, shall be registered on the such books of the Corporation to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Corporationsuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such and payment, the Corporation Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the aboveThe Company shall pay all expenses, the Holder shall not taxes (other than stock transfer this Warrant or taxes and any rights hereunder to any person or entity which is then engaged in of Holder's income taxes, if any, incurred as a business that is in the reasonable judgement result of the Corporation is transfer) and other charges payable in direct competition connection with the Corporationpreparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 100,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany, or to any person who is not an "accredited investor" (as defined in Rule 501 of Regulation D) or to a broker-dealer registered with the SEC or a member of the National Association of Securities Dealers.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 20,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In ; provided, however, that, without the event that consent of the Company, the initial Holder wishes to transfer a portion of this Warrant, the Holder shall Warrant may not sell or otherwise transfer at least 25,000 shares underlying this Warrant to any a third party who is not an affiliate of such transfereeholder, unless there exists at such time an Event of Default under the Debentures or a default under this Warrant. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 1,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such ------------------ transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawsSECTIONS 4 and 5 hereof, transfer of this a Warrant and all rights hereunderthereunder, in whole or in partpart (the "TRANSFERRED WARRANT"), shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this such Transferred Warrant at the principal office of the CorporationCompany maintained for such purpose pursuant to SECTION 15.03 hereof, together with a written assignment of this Warrant substantially in the form attached hereto set out at the end of such Transferred Warrant, duly executed by the relevant Holder or its agent or attorney and payment of funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation shall Company shall, subject to SECTIONS 4 and 5 hereof and the second following sentence, (a) execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall (b) issue to the assignor a new Warrant evidencing the portion of this such Transferred Warrant not so assigned, assigned or transferred and this Warrant shall (c) promptly be cancelledcancel such Transferred Warrant. A Warrant, if properly assignedassigned in compliance with SECTIONS 4 and 5 hereof, may be exercised by a new holder an assignee for the purchase of Warrant Shares shares of Common Stock without having a new Warrant or Warrants issued. Notwithstanding any provision herein to the abovecontrary, the Holder Company shall not be required to register the transfer this of Warrants or Warrant Stock in the name of any Person who acquired such Warrant (or part thereof) or any rights hereunder to any person Warrant Stock otherwise than in accordance with this Agreement. The Company shall maintain with its transfer agent or entity which is then engaged in a business that is in at its aforesaid office, books for the reasonable judgement registration and transfer of the Corporation is in direct competition with the CorporationWarrants.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this 150,000 Warrant Shares to any such transferee, or in the event the Holder has already exercised a portion of this Warrant, such remaining number of unexercised Warrant Shares. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation is in direct competition with the Corporation.

Transfer, Division and Combination. (a) Subject No Warrant granted under this Agreement shall be transferable by Seslowe otherwise than by Will or the laws of descent and distribution and, during the lifetime of Seslowe, shall not be exercisable by any other person, but only by him. The Company agrees to compliance with any applicable securities lawsmaintain at its principal office in Milford, Connecticut, books for the registration and transfer of the Warrants and, subject to the provisions of this paragraph and Section 4 hereof, this Warrant and all rights hereunderhereunder are transferable ONLY with respect to (i) Seslowe's heirs and devisees, or (ii) Seslowe's Estate in whole or in part, shall be registered on the such books of the Corporation to be maintained for such purpose, upon surrender of this Warrant at the principal office of the Corporationsuch office, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder hereof or its his agent or attorney attorney, and with funds sufficient to pay any stock transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such and payment, the Corporation Company shall execute and deliver a new Warrant or Warrants Warrant(s) in the name of the assignee or assignees of Holder and in the denomination or denominations specified in such instrument of assignment, and this Warrant shall issue to be canceled promptly. If and when this Warrant is assigned in blank, the assignor a new Warrant evidencing Company may, but shall not be obligated to, treat the portion bearer hereof as the absolute owner of this Warrant for all purposes and the Company shall not so assigned, and this Warrant shall promptly be cancelledaffected by any notice to the contrary. A Warrant, if properly assigned, warrant may be exercised by a new holder Holder for the purchase of Warrant Shares shares of Common Stock without having a new Warrant issued. Notwithstanding the aboveThe Company shall pay all expenses, the Holder shall not taxes (other than stock transfer this Warrant or taxes and any rights hereunder to any person or entity which is then engaged in of Holder's income taxes, if any, incurred as a business that is in the reasonable judgement result of the Corporation is transfer) and other charges payable in direct competition connection with the Corporationpreparation, issue and delivery of Warrants hereunder.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities lawsSection 9.03 hereof, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Issuer to be maintained for such purpose, upon surrender presentment of this Warrant at the principal office of the CorporationIssuer maintained for such purpose pursuant to Section 9.01 hereof, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and payment of funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 shares underlying this Warrant to any such transferee. Upon such surrender presentment and, if required, such payment, the Corporation shall Issuer shall, subject to Section 9.03 hereof and the immediately following sentence, (a) execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, (b) register such transfer on its books and shall issue to the assignor a new Warrant evidencing the portion of (c) if such assignment was an assignment in whole, promptly cancel this Warrant not so assigned, and this Warrant shall promptly be cancelledWarrant. A This Warrant, if properly assignedassigned in compliance with this Section 3 and Section 9.03 hereof, may be exercised by a new holder an assignee for the purchase of Warrant Shares Units without having a new Warrant or Warrants issued. Notwithstanding any provision herein to the abovecontrary, the Holder Issuer shall not be required to register the transfer of Warrants or Warrant Units in the name of any Person who acquired this Warrant (or part hereof) or any rights hereunder to any person or entity which is then engaged Warrant Units otherwise than in a business that is in accordance with this Warrant and the reasonable judgement Unitholder and Warrant Agreement. The Issuer shall maintain at its aforesaid office books for the registration and transfer of the Corporation is in direct competition with the CorporationWarrants.

Transfer, Division and Combination. (a) Subject to compliance with any applicable securities laws, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Corporation Company to be maintained for such purpose, upon surrender of this Warrant at the principal office of the CorporationCompany, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. In the event that the Holder wishes to transfer a portion of this Warrant, the Holder shall transfer at least 25,000 100,000 shares underlying this Warrant to any such transferee. Upon such surrender and, if required, such payment, the Corporation Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the above, the Holder shall not transfer this Warrant or any rights hereunder to any person or entity which is then engaged in a business that is in the reasonable judgement of the Corporation Company is in direct competition with the CorporationCompany.