Common use of Assignment; Exchange of Warrant Clause in Contracts

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”), this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) with respect to any or all of the shares of Common Stock available for exercise hereunder. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”); provided that the transferee(s) with respect is an “accredited” investor as defined in Regulation D promulgated under the Securities Act of 1933, as amended, and agrees in writing to any or all be bound by the terms and subject to the conditions of this Warrant, the shares of Common Stock available for exercise hereunderSubscription Agreement and the Registration Rights Agreement. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense expense, but with payment by the Transferor of any applicable transfer taxes) , will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event The Holder represents and warrants that such transfers shall not result in a Transferee be a Competitor (as such term is defined in the Purchase Agreement) public distribution of the CompanyWarrant.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state ------------------------------- securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”) with respect to any or all of the shares of Common Stock available for exercise hereunder"). On the surrender for exchange of this Warrant, with the Transferor’s 's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form”") and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense expense, twice, only, but with payment by the Transferor of any applicable transfer taxes) , will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “"Transferee”"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event No such transfers shall result in a Transferee be a Competitor (as such term is defined in the Purchase Agreement) public distribution of the CompanyWarrant; and the Company shall only be responsible for "blue sky" compliance expenses for resales under any registration statement filed in accordance with Section 11 of the Subscription Agreement for two (2) such transfers to two (2) applicable states of the United States only.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) with respect in whole or in part. Holder agrees not to transfer any or all of its rights evidenced hereby to a known direct competitor of the shares Company so long as there is no Event of Common Stock available for exercise hereunderDefault by the Company. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that provides that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the this Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”") with respect in whole or in part; provided that Holder may not assign its rights hereunder to a competitor of the Company or any Subsidiary of the Company or to any person or all of the shares of Common Stock available for exercise hereunderentity affiliated with such a competitor. On the surrender for exchange of this Warrant, with the Transferor’s 's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form”") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “"Transferee”"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “"Transferor”") with respect in whole or in part so long as (i) no assignment may be made to any or all a competitor of the shares of Common Stock available for exercise hereunderBorrower and (ii) the Holder shall make no more than two (2) assignments hereof in the aggregate. On the surrender for exchange of this Warrant, with the Transferor’s 's endorsement in the form of Exhibit B attached hereto (the “"Transferor Endorsement Form”") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s 's counsel (at the Company's expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “"Transferee”"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) with respect to any in whole or all of the shares of Common Stock available for exercise hereunderin part. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, if deemed necessary by the Company, receipt by the Company of a legal opinion from the TransferorCompany’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities lawslaws (which opinion the Company, if it deems such opinion necessary, agrees to promptly use commercially reasonable efforts to obtain), the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”"PURCHASE AGREEMENT"), this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”"TRANSFEROR") with respect to any or all of the shares of Common Stock available for exercise hereunder. On the surrender for exchange of this Warrant, with the Transferor’s 's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”"TRANSFEROR ENDORSEMENT FORM") and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s 's counsel that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”"TRANSFEREE"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) with respect to in whole or in part, provided that, so long as no Event of Default, a Transferor shall not transfer this Warrant (or any or all of the shares rights evidenced hereby) to a competitor of Common Stock available for exercise hereunderthe Company or any Eligible Subsidiary (as defined in the Security Agreement) or to a fund or other entity, which has an investment or other economic interest, in its investment portfolio or otherwise, in a competitor of the Company or any Eligible Subsidiary in its investment portfolio or holds an interest in the same. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with all applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the all rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) hereunder are transferable or assignable only with respect to any or all prior written consent of the shares Company, which consent shall not be unreasonably withheld; provided, however, that any proposed transferee shall execute and deliver to the Company a voting agreement between such proposed transferee and the Company substantially in the form of Common Stock available for exercise hereunderthe Voting Agreement. On In the event the Company consents to such assignment, on the surrender for exchange of this Warrant, with endorsement of the registered holder of this Warrant proposing to effect the assignment (a “Transferor’s endorsement ”) in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence an opinion of counsel reasonably satisfactory to the Company demonstrating that the transfer of this Warrant will be in compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such transfer is exempt from the registration requirements of all applicable securities laws, the Company at its expense expense, once only, but with payment by the Transferor of any applicable transfer taxes) , will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each each, a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event No such transfers shall result in a Transferee be a Competitor (as such term is defined in the Purchase Agreement) public distribution of the CompanyWarrant.

Assignment; Exchange of Warrant. This Warrant may not be transferred or assigned unless and until the $4,000,000 Guaranteed Secured Promissory Note, dated December , 2009 issued by InterAct911 Mobile Systems, Inc. to BIO-key has been paid in full and cancelled. Subject to the foregoing sentence and compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) with respect to any in whole or all of the shares of Common Stock available for exercise hereunderin part. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but and with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.

Assignment; Exchange of Warrant. Subject to compliance with applicable federal and state securities laws and the Securities Purchase Agreement, dated of even date herewith, by and between the Company and the Holder (the “Purchase Agreement”)laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder Holder hereof (a “Transferor”) with respect in whole or in part only to any a subsidiary or all affiliated company, or owner, of the shares of Common Stock available for exercise hereunderHolder. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. In no event shall a Transferee be a Competitor (as such term is defined in the Purchase Agreement) of the Company.