Common use of Transfer to Comply with the Securities Act Clause in Contracts

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 (THE "The securities represented by this certificate have not been registered under the Securities Act of 1933 or registered or qualified under the securities or Blue Sky laws of any stateACT") NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law.THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 12, sold by the holder thereof in compliance with Rule 904 of the Securities Act or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE SECURITIES ARE "The securities represented by this certificate have not been registered under the Securities Act of 1933 or registered or qualified under the securities or Blue Sky laws of any stateRESTRICTED" AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE SELLER WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 12, sold by the holder thereof in compliance with Rule 904 of the Securities Act or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), shall bear a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "The securities represented by this certificate have not been registered under the Securities Act of 1933 or registered or qualified under the securities or Blue Sky laws of any stateSECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. Neither these securities nor any interest or participation therein may be soldNEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, assignedSOLD, pledgedASSIGNED, hypothecatedTRANSFERRED, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky lawsPLEDGED, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax SystemsENCUMBERED, Inc. receives an opinion of counsel for the holder of this certificateHYPOTHECATED OR OTHERWISE DISPOSED OF, reasonably satisfactory to Eltrax SystemsEXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, Inc.OR NOT SUBJECT TO, stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." SUCH REGISTRATION. Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 12, sold by the holder thereof in compliance with Rule 904 of the Securities Act or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of (a) This Warrant and the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered Shares or in any other manner transferred security issued or disposed of, as a whole issuable upon exercise of this Warrant may not be offered or in part, sold except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "SECURITIES ---------- ACT"). --- (b) The Company may cause the following legend, or its equivalent, to be set forth on each certificate representing the Warrant Shares, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Securities Act"), shall bear a legend substantially in for distribution to the following formpublic pursuant to Section 7(d) below: "The securities shares represented by this certificate have Certificate may not been registered under the Securities Act of 1933 be offered for sale, sold or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner otherwise transferred or disposed of unless (i) registered under except pursuant to an effective registration statement under the Securities Act of 1933 and in full compliance with (the applicable rules and regulations thereunder and applicable state securities "Securities Act") or Blue Sky laws, (ii) pursuant to Rule 144 an exemption from registration under the Securities Act, the availability of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for which is to be established to the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements satisfaction of the Securities Act Company." (c) The Holder agrees that, prior to the disposition of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after acquired upon the exercise hereof under circumstances that might require registration of such Warrant Shares or other security issued or issuable upon exercise of this Warrant under the Securities Act) , or any similar federal or state statute, the Holder shall also bear give written notice to the Company, expressing his intention as to the disposition to be made of such legend unlessWarrant Shares or other security issued or issuable upon exercise of this Warrant; except, that such notice shall not be required for a sale of the Warrant Shares or other security issued or issuable upon exercise of this Warrant made pursuant to the requirements of Rule 144 promulgated under the Securities Act. Promptly upon receiving such notice, the Company shall present copies thereof to its counsel. If, in the opinion of the Holder's counsel for the Company, proposed disposition does not require registration of the Warrant Shares represented thereby need no longer be subject to or any other security issuable or issued upon the restriction contained herein. The provisions exercise of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant Act, or any similar federal or state statute, the Company shall, as promptly as practicable, notify the Holder of such opinion, whereupon the Holder shall be entitled to Section 12 thereof dispose of such Warrant Shares issuable or sold issued upon the exercise thereof, all in accordance with the terms of the notice delivered by the holder thereof in compliance with Rule 144 under Holder to the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantCompany.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax SystemsVerso Technologies, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax SystemsVerso Technologies, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of (a) This Warrant and the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered Shares or in any other manner transferred security issued or disposed of, as a whole issuable upon exercise of this Warrant may not be offered or in part, sold except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (thE "SECURITIES ACT"). (b) The Company may cause the "following legend, or its equivalent, to be set forth on each certificate representing the Warrant Shares, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Securities Act"), shall bear a legend substantially in for distribution to the following formpublic pursuant to Section 7(d) below: "The securities shares represented by this certificate have Certificate may not been registered under the Securities Act of 1933 be offered for sale, sold or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner otherwise transferred or disposed of unless (i) registered under except pursuant to an effective registration statement under the Securities Act of 1933 and in full compliance with (the applicable rules and regulations thereunder and applicable state securities "Securities Act") or Blue Sky laws, (ii) pursuant to Rule 144 an exemption from registration under the Securities Act, the availability of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for which is to be established to the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements satisfaction of the Securities Act Company." (c) The Holder agrees that, prior to the disposition of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after acquired upon the exercise hereof under circumstances that might require registration of such Warrant Shares or other security issued or issuable upon exercise of this Warrant under the Securities Act) , or any similar federal or state statute, the Holder shall also bear give written notice to the Company, expressing his intention as to the disposition to be made of such legend unlessWarrant Shares or other security issued or issuable upon exercise of this Warrant; except, that such notice shall not be required for a sale of the Warrant Shares or other security issued or issuable upon exercise of this Warrant made pursuant to the requirements of Rule 144 promulgated under the Securities Act. Promptly upon receiving such notice, the Company shall present copies thereof to its counsel. If, in the opinion of the Holder's counsel for the Company, proposed disposition does not require registration of the Warrant Shares represented thereby need no longer be subject to or any other security issuable or issued upon the restriction contained herein. The provisions exercise of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant Act, or any similar federal or state statute, the Company shall, as promptly as practicable, notify the Holder of such opinion, whereupon the Holder shall be entitled to Section 12 thereof dispose of such Warrant Shares issuable or sold issued upon the exercise thereof, all in accordance with the terms of the notice delivered by the holder thereof in compliance with Rule 144 under Holder to the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantCompany.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of This Warrant or the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered Shares or in any other manner transferred security issued or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued issuable upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), shall bear a legend substantially in the following form: "The securities represented by this certificate have Warrant may not been registered under the Securities Act of 1933 be sold or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or otherwise disposed of unless except as follows: (i1) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except To a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unlessperson who, in the reasonable opinion of counsel for the Company, the is a person to whom this Warrant or Warrant Shares represented thereby need no longer may legally be subject transferred without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only against receipt of an agreement of such person to comply with the restriction contained herein. The provisions of this Section 8 Paragraph (j) with respect to any resale or other disposition of such securities which agreement shall be binding satisfactory in form and substance to the Company and its counsel; or (2) to any person upon all subsequent holders delivery of certificates a prospectus then meeting the requirements of the Securities Act relating to such securities and the offering thereof for such sale or disposition. Dated as of December __, 1997 PORTA SYSTEMS CORP. By: ________________________ PURCHASE FORM Dated: , 19__ _____ The undersigned hereby irrevocably exercises this Warrant Shares bearing to the above legend extent of purchasing __________ shares of Common Stock and all subsequent Holders hereby makes payment of $__________ in payment of the Exercise Price therefor _____ The undersigned hereby irrevocably exercises this Warrant to the extent of purchasing __________ shares of Common Stock and hereby makes payment of $__________ in payment of the Exercise Price therefor by transferring to the Company for cancellation the Company's 12% Subordinated Note due January 3, 2000 in the principal amount of $__________ , which shall be applied to the purchase price of the Warrant as provided in Paragraph (a)(1) of the Warrant. _____ The undersigned hereby irrevocably exercises this Warrant to the extent of purchasing __________ shares of Common Stock and hereby makes payment of $__________ in payment of the Exercise Price therefor by delivery of shares of Common Stock pursuant to Paragraph (a)(2) of this Warrant.. _____ The undersigned hereby irrevocably elects to exercise this Warrant as to __________ shares subject to this Warrant by exchange or convert this Warrant (to the extent of such number of shares) pursuant to the provision of Paragraph (a)(2) of this Warrant, if any. Warrant Shares sold pursuant to the number of shares of Common Stock being issuable as a Registration Statement under the Securities Act pursuant to Section 12 thereof result of such exchange or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease conversion to be deemed to be "Warrant Shares" for all purposes of this Warrantdetermined in accordance with said Paragraph (a)(2).

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of This Warrant and the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is have not been registered under the Securities Act of 1933, as amended amended, (the "Securities Act"), shall bear ) and has been issued to the Holder for investment purposes and not with a legend substantially in view to the following form: "The securities represented by this certificate have not been registered under distribution of either the Securities Act of 1933 Warrant or registered or qualified under the securities or Blue Sky laws of any stateWarrant Shares. Neither these securities this Warrant nor any interest of the Warrant Shares or participation therein any other security issued or issuable upon exercise of this Warrant may be sold, assignedtransferred, pledged, hypothecated, encumbered pledged or hypothecated in any other manner transferred or disposed the absence of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities relating to such security or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating the Company that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition registration is exempt from not required under the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any Act. Each certificate for any the Warrant, the Warrant Shares and any other security issued at any time in exchange or substitution for any certificate for any issuable upon exercise of this Warrant Shares bearing such shall contain a legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under on the Securities Act) shall also bear such legend unlessface thereof, in the opinion of form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resales of this Warrant and/or the stock purchasable hereunder. All certificates representing the Warrant Shares represented thereby need no longer will be subject to endorsed with the restriction contained hereinfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. The provisions of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this WarrantSUCH SECURITIES MAY NOT BE OFFERED FOR SALE, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantTRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.”

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the This Warrant Shares, nor any interest therein, may not be sold, assigned, pledged, hypothecated, encumbered pledged or in any other manner transferred or disposed of, as a including by Change of Control of Holder, ("Transfer"), in whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereofWarrant Shares may not be so Transferred, except that with respect to Warrant Shares only, such securities may be sold (i) in connection with an effective registration statement under the Securities Act, provided that such Transfer is otherwise permitted hereunder, or (ii) pursuant to Sections 9 or 10 below provided that an exemption from the registration requirements of the Securities Act is available. Each Warrant and Warrant Share shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant unless with respect to Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise or thereafter such exercise is Warrant Shares are registered under the Securities Act of 1933Act. Notwithstanding the foregoing, as amended (this Warrant, the "Securities Act"), 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 or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein Warrant Shares and Holder’s rights hereunder may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless assigned in whole, but not in part to (i) registered under any Affiliate of the Holder or (ii) to any entity or person who acquires all or substantially all of the business or assets of the Holder by sale of assets, stock, merger or otherwise as a result of a Change of Control of the Holder, (a “Holder Sale”) upon 5 days prior written notice to the Company; provided that such transferee agrees in writing to be bound by the provisions hereof, including without limitation Sections 9 and 10 hereof, and provided that in connection with any such Holder Sale, this Warrant or the Warrant Shares, as the case may be, and the Note issued by the Company to the Holder simultaneously herewith pursuant to the Purchase Agreement (the “Note”) are treated as a single “unit” for purposes of the transfer or assignment thereof and this Warrant or the Warrant Shares, as the case may be, can only be transferred if the entire “unit” including the Note is transferred or assigned in such transaction; provided further, that if as a result of a Holder Sale (1) this Warrant or the Warrant Shares are to be transferred or assigned to any transferee or assignee who is engaged in Competition (as defined in the Purchase Agreement) or (2) this Warrant or the Warrant Shares are to be held or controlled, directly or indirectly, by a Competitor (as defined in the Purchase Agreement) following a Change of Control of the Holder; then (a) the Holder shall provide 30 days prior written notice to the Company and (b) the Company shall have the right, but not the obligation, within such 30 day period to elect to purchase the Note and the Warrant or the Warrant Shares (in whole, but not in part) for an effective registration statement under amount equal to the Securities Act fair market value thereof (as determined following receipt of 1933 notice by the Company of the proposed Holder Sale by the agreement of the Company and the Holder in full compliance with good faith or, if the applicable rules parties cannot agree, by an independent investment banking firm selected by the Company and regulations thereunder reasonably acceptable to the Holder); it being agreed and applicable state securities or Blue Sky lawsunderstood that if such election is made (i) it shall be irrevocable by the Company, (ii) pursuant thereafter Holder may proceed with the Holder Sale provided that the Note and Warrant (or Warrant Shares, as applicable) are not Transferred as a result thereof and are held for the benefit of the Company subject to Rule 144 such elections, provided, that if the proposed Holder Sale is a Change of Control of Holder then the Holder may comply with the requirements of clause (ii) above and proceed with the Holder Sale if the Note and Warrant (or Warrant Shares, as applicable) have been transferred to an Affiliate of the Holder (who is not a Competitor) prior to such Act or Holder Sale, and (iii) unless Eltrax Systemsthe Company must close such sale within 60 days after the fair market value has been finally determined and if not so closed, Inc. receives an opinion of counsel then thereafter Holder shall be free to transfer such Note and Warrant or Warrant Shares; and provided further that in the event the Company elects to purchase the Warrant upon a Holder Sale in accordance with the foregoing, the Company may fund the exercise price thereof that would otherwise have to be paid or considered as paid for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration calculation of such Warrant Shares under fair market value by set-off against the Securities Act) shall also bear such legend unless, in the opinion Note as a cancellation of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantIndebtedness thereunder.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of the Registration Rights. --------------------------------------------------------------- (a) This Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is has not been registered under the Securities Act of 1933, as amended amended, (the "Securities Act"), shall bear ) and has been issued to the Holder for investment and not with a legend substantially in view to the following form: "The securities represented by this certificate have not been registered under distribution of either the Securities Act of 1933 Warrant or registered or qualified under the securities or Blue Sky laws of any stateWarrant Shares. Neither these securities this Warrant nor any interest of the Warrant Shares or participation therein any other security issued or issuable upon exercise of this Warrant may be sold, assignedtransferred, pledged, hypothecated, encumbered pledged or hypothecated in any other manner transferred or disposed the absence of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities relating to such security or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel satisfactory to the Company that registration is not required under the Act. Each certificate for the holder Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this certificateWarrant shall contain a legend on the face thereof, reasonably in form and substance satisfactory to Eltrax Systems, Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, setting forth the restrictions on transfer contained in this Section. (b) The Company hereby grants to the Holder piggyback registration rights with respect to the Warrant Shares. In the event the Company is filing a Registration Statement for itself or on behalf of any of its shareholders, the Company shall notify the Holder in writing reasonably in advance of such filing (but at least five business days) and give the Holder the opportunity to include all or any party of the Warrant Shares represented thereby need no longer be subject (whether or not previously issued), to the restriction contained hereinextent permissible under the Act or any regulation promulgated thereunder. The provisions Upon the Holder's notification that the Holder desires to have all or any portion of the Warrant Shares included in such registration, the Company shall, at no cost or expense to the Holder, include or cause to be included in such registration statement the Warrant Shares so identified by the Holder. Notwithstanding any other provision of this Section 8 shall 7(b), in the case of an underwritten public offering, if the managing underwriter determines that market factors require a limitation of the number of shares to be binding upon all subsequent underwritten, the managing underwriter may limit, or exclude, the number of shares (including those of Holder) to be included in such Piggyback Registration. If limited, Holder's shares will be registered pro rata with any other holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Common Stock or Common Stock equivalents having Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantRights.

Transfer to Comply with the Securities Act. Neither this Warrant, nor any of This Warrant and the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is have not been registered under the Securities Act of 1933, as amended amended, (the "Securities Act"), shall bear ) and has been issued to the Holder for investment purposes and not with a legend substantially in view to the following form: "The securities represented by this certificate have not been registered under distribution of either the Securities Act of 1933 Warrant or registered or qualified under the securities or Blue Sky laws of any stateWarrant Shares. Neither these securities this Warrant nor any interest of the Warrant Shares or participation therein any other security issued or issuable upon exercise of this Warrant may be sold, assignedtransferred, pledged, hypothecated, encumbered pledged or hypothecated in any other manner transferred or disposed the absence of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities relating to such security or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Inc., stating the Company that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition registration is exempt from not required under the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." Any Act. Each certificate for any the Warrant, the Warrant Shares and any other security issued at any time in exchange or substitution for any certificate for any issuable upon exercise of this Warrant Shares bearing such shall contain a legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under on the Securities Act) shall also bear such legend unlessface thereof, in the opinion of form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section. The Holder understands that this Warrant and the stock purchasable hereunder constitute “restricted securities” under federal securities laws and acknowledges that Rule 144 of the Securities and Exchange Commission is not now, and may not in the future be, available for resales of this Warrant and/or the stock purchasable hereunder. All certificates representing the Warrant Shares represented thereby need no longer will be subject to endorsed with the restriction contained hereinfollowing legend: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. The provisions of this Section 8 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this WarrantSUCH SECURITIES MAY NOT BE OFFERED FOR SALE, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this WarrantTRANSFERRED, PLEDGED OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION REQUIREMENTS.” 9.

Transfer to Comply with the Securities Act. Neither this ------------------------------------------ Warrant, nor any of the Warrant Shares, nor any interest therein, may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, as a whole or in part, except in compliance with applicable United States federal and state securities or Blue Sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this initial Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such exercise is registered under the Securities Act of 1933, as amended (the "Securities Act"), 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 or registered or qualified under the securities or Blue Sky laws of any state. Neither these securities nor any interest or participation therein may be sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of unless (i) registered under an effective registration statement under the Securities Act of 1933 and in full compliance with the applicable rules and regulations thereunder and applicable state securities or Blue Sky laws, (ii) pursuant to Rule 144 of such Act or (iii) unless Eltrax Systems, Converse Inc. receives an opinion of counsel for the holder of this certificate, reasonably satisfactory to Eltrax Systems, Converse Inc., stating that such sale, assignment, pledge, hypothecation, encumbrance or other manner of transfer or disposition is exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and applicable state securities or Blue Sky law." . Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares issued after registration of such Warrant Shares under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 8 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent Holders of this Warrant, if any. Warrant Shares sold pursuant to a Registration Statement under the Securities Act pursuant to Section 12 thereof or sold by the holder thereof in compliance with Rule 144 under the Securities Act shall thereafter cease to be deemed to be "Warrant Shares" for all purposes of this Warrant.