**Exhibit 10.98****COMMON STOCK AND WARRANT PURCHASE AGREEMENT****Between****SEDONA Corporation****and**      COMMONSTOCK AND WARRANT PURCHASE AGREEMENT dated as of                     , 20___ (the “Agreement”),between                      (the “Investor”), and SEDONA Corporation, a corporation organized andexisting under the laws of the Commonwealth of Pennsylvania (the “Company”).     WHEREAS, the Investor desires to invest and the Company desires to issue and sell to theInvestor certain shares of Common Stock of the Company and a Warrant to purchase Shares of CommonStock of the Company upon the terms and subject to the conditions contained herein;     *NOW, THEREFORE*, the parties hereto agree as follows:**ARTICLE I****Certain Definitions**Section 1.1. “Closing” shall mean the closing of the purchase and sale of the CommonStock and Warrant pursuant to Section 2.1.Section 1.2. “Common Stock” shall mean the Company’s common stock, $.001 par value pershare, issued pursuant to the terms and conditions hereof.Section 1.3. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,and the rules and regulations promulgated thereunder.Section 1.4. “Permitted Transferee” shall mean any of the following to whom theInvestor may transfer the Common Stock or Warrant hereunder provided that such individual orentity agrees to abide by the terms set forth herein: the Investor’s spouse, parents, children(natural or adopted), stepchildren or grandchildren or a trust for their sole benefit of whichthe Investor is the settlor; provided, however, that any such trust does not require or permitdistribution of any Common Stock or Warrant during the term of this Agreement unless
 

 
subject to its terms, or to individuals who are accredited investors within the meaning of Rule501 of Regulation D under the 1933 Act.Section 1.5. “Person” shall mean an individual, a corporation, a partnership, a limitedliability company, an association, a trust or other entity or organization, including agovernment or political subdivision or an agency or instrumentality thereof.Section 1.6. “Principal Market” shall mean the American Stock Exchange, the New YorkStock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or the OTC BulletinBoard, whichever is at the time the principal trading exchange or market for the Common Stock,based upon share volume.Section 1.7. “Purchase Price” shall equal the total number of shares of Common Stockset forth on Schedule 1 hereto multiplied by $                    .Section 1.8. “Registrable Securities” shall mean the Common Stock and the Warrant Sharesuntil (i) the Registration Statement has been declared effective by the SEC, and all CommonStock and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) allCommon Stock and Warrant Shares have been sold under circumstances under which all of theapplicable conditions of Rule 144 (or any similar provision then in force) under the SecuritiesAct (“Rule 144”) are met, (iii) all Common Stock and Warrant Shares have been otherwisetransferred to holders who may trade such shares without restriction under the Securities Act,and the Company has delivered a new certificate or other evidence of ownership for suchsecurities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel tothe Company, all Common Stock and Warrant Shares may be sold without any time, volume or mannerlimitations pursuant to Rule 144(k) (or any similar provision then in effect) under theSecurities Act.Section 1.9. “Registration Rights Agreement” shall mean the agreement regarding thefiling of the Registration Statement for the resale of the Registrable Securities, entered intobetween the Company and the Investor as of the Closing Date in the form annexed hereto asExhibit A.Section 1.10. “Registration Statement” shall mean a registration statement on suchform promulgated by the SEC for which the Company then qualifies and which counsel for theCompany shall deem appropriate, and which form shall be available for the resale by the Investorof the Registrable Securities to be registered thereunder.Section 1.11. “SEC” shall mean the Securities and Exchange Commission.Section 1.12. “SEC Documents” shall mean the Company’s Annual Report on Form 10-KSB forthe fiscal year ended December 31, 2006 and each report, proxy statement or registrationstatement filed by the Company with the SEC pursuant to the Exchange Act or the Securities Actsince the filing of such Annual Report through the date hereof.
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Section 1.13. “Trading Day” shall mean any day during which the Principal Market shallbe open for business.Section 1.14. “Transfer” shall mean any sale, assignment, encumbrance, hypothecation,pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer ordisposition of any kind.Section 1.15. “Warrant” shall mean the Warrant substantially in the form of ExhibitB to be issued to the Investor hereunder.Section 1.16. “Warrant Shares” shall mean all shares of Common Stock or othersecurities issued or issuable pursuant to exercise of the Warrant.**ARTICLE II****Purchase and Sale of Common Stock and Warrant**Section 2.1. Investment.     (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell,and the Investor agrees to purchase the Common Stock together with the Warrant at the PurchasePrice on the Closing Date (as hereinafter defined), as set forth on Schedule 1.     (b) The Closing of the sale and purchase of the Common Stock together with the Warrant underthis Agreement shall take place at the offices of SEDONA Corporation, 1003 W. Ninth Avenue, SecondFloor, King of Prussia, PA 19406 on                    , 20___ or such other time, date and place as aremutually agreeable to the Company and the Investor. At the Closing, the Company will deliver tothe Investor certificates for the Common Stock, registered in the name of the appropriate Investor,and Warrant against payment to the Company of each Investor’s proportionate amount of the PurchasePrice as set forth on the signature pages hereto, by wire transfer, check or other methodacceptable to the Company. The date of the Closing is hereinafter referred to as the “ClosingDate.”     (c) The Closing is subject to the satisfaction or waiver by the party to be benefited therebyof the following conditions: (i) acceptance and execution by the Company and by the Investor ofthis Agreement and the Registration Rights Agreement;  (ii) all representations and warranties of the Investor containedherein shall remain true and correct as of the Closing Date (as a condition tothe Company’s obligations);  (iii) the Company shall have obtained all permits andqualifications, if any, required by any state for the offer and sale of theCommon Stock and Warrant, or shall have the availability of exemptionstherefrom;
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 (iv) the sale and issuance of the Common Stock and the Warranthereunder, and the proposed issuance by the Company to the Investor of theCommon Stock underlying the Warrant upon exercise thereof shall be legallypermitted by all laws and regulations to which the Investor and the Company aresubject and there shall be no ruling, judgment or writ of any court prohibitingthe transactions contemplated by this Agreement;**ARTICLE III****Representations and Warranties of the Investor**     The Investor represents and warrants to the Company that:Section 2.2. Intent. The Investor is entering into this Agreement for its own accountand not with a view to or for sale in connection with any distribution of the Common Stock. TheInvestor has no present arrangement (whether or not legally binding) at any time to sell theCommon Stock, Warrant or Warrant Shares to or through any Person or entity; provided, however,that by making the representations herein, the Investor does not agree to hold such securitiesfor any minimum or other specific term (other than as specified herein) and reserves the rightto dispose of the Common Stock and Warrant Shares at any time in accordance with federal andstate securities laws applicable to such disposition and such Section 4.3.Section 2.3. Sophisticated Investor. The Investor is a sophisticated investor (asdescribed in Rule 506(b)(2)(ii) of Regulation D), and the Investor has such experience inbusiness and financial matters that it has the capacity to protect its own interests inconnection with this transaction and is capable of evaluating the merits and risks of aninvestment in the Common Stock, Warrant and Warrant Shares. The Investor acknowledges that aninvestment in the Common Stock, Warrant and Warrant Shares is speculative and involves a highdegree of risk. The Investor has adequate means of providing for Investor’s current needs andpersonal contingencies and has no need for the liquidity in Investor’s investment in the CommonStock, Warrant and the Warrant Shares and is capable of bearing the economic risks attendant toan investment in the Common Stock, Warrant and the Warrant Shares including the total lossthereof.Section 2.4. Authority. This Agreement and the Registration Rights Agreement has beenduly authorized and validly executed and delivered by the Investor and is a valid and bindingagreement of the Investor enforceable against it in accordance with its terms, subject toapplicable bankruptcy, insolvency, or similar laws relating to, or affecting generally theenforcement of, creditors’ rights and remedies or by other equitable principles of generalapplication.Section 2.5. Not an Affiliate. The Investor is not an officer, director or “affiliate”(as that term is defined in Rule 405 of the Securities Act) of the Company.
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Section 2.6. Disclosure; Access to Information. The Investor and Investor’sprofessional advisers have been furnished satisfactory responses to their inquiries and allmaterials which they have requested relating to the Company and its past and proposedactivities. They have been afforded the opportunity to ask questions of, and to receive answersfrom the Company and to obtain additional information which the Company possesses or can acquirewithout unreasonable effort or expense that is necessary to verify the accuracy of theinformation provided to the Investor.Section 2.7. Manner of Sale. At no time was the Investor presented with or solicited byor through any leaflet, public promotional meeting, television advertisement or any other formof general solicitation or advertising.Section 2.8. Independent Advice. The Investor acknowledges that the Investor has beenadvised to consult with Investor’s own attorney, accountant, investment advisor, or otherprofessional advisors concerning the investment in the Common Stock and Warrant of the Companyincluding, without limitation, tax matters relating to the purchase, sale and ownership of theCommon Stock and Warrant.Section 2.9. Illiquidity. The Investor understands, acknowledges and agrees that due torestrictions described in this Agreement and the lack of any market existing or likely to existfor the Common Stock, the Warrant and the Warrant Shares, the Investor’s investment in theCommon Stock, Warrant and Warrant Shares will be highly illiquid.Section 2.10. Limitation of Transfer. The Common Stock, the Warrant and the WarrantShares have not been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or registered or qualified under any applicable state securities laws and regulations.Therefore, the Common Stock, the Warrant and the Warrant Shares will be restricted and cannot beoffered, sold, transferred, pledged or hypothecated to any person, other than a PermittedTransferee, unless they are subsequently registered under the Securities Act and registered orqualified under applicable state securities laws or an exemption from such registration andqualification is available and the favorable opinion of counsel acceptable to the Company tothat effect is obtained by the Investor. Furthermore, no Transfer shall be effected by theCompany unless such transfer exceeds one hundred (100,000) thousand shares.Section 2.11. Accredited Investor Status. The Investor is an “accredited investor”, asdefined in Rule 501(a) of Regulation D under the Securities Act by virtue of one or more of thefollowing (specify by checking appropriate line or lines): (a) A natural person whose individual net worth, or joint net worthwith his/her spouse, presently exceeds $1,000,000.    Yes                                                                                   No                       (b) A natural person whose individual income in each of the lasttwo most recent years was in excess of $200,000, and he/she reasonably expectsto reach the same income level in the current year.
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   Yes                                                                                  No                       (c) A natural person whose joint income with Investor’s spouse ineach of the two most recent years was in excess of $300,000 and he/shereasonably expects to reach the same income level in the current year.    Yes                                                                                  No                       (d) An organization, described in Section 501(c) (3) of theInternal Revenue Code, corporation, Massachusetts or similar business trust, orpartnership, nor formed for the specific purpose of acquiring the Unitsoffered, with total assets in excess of $5,000,000.    Yes                                                                                  No                       (e) A director or executive officer of the Company.    Yes                                                                                  No                       (f) A trust, with total assets in excess of $5,000,000, not formedfor the specific purpose of acquiring the Common Stock Warrant and WarrantShares, whose purchase is directed by an individual with such knowledge andexperience in financial and business matters that he/she is capable ofevaluating the merit and risks of an investment in the Company.    Yes                                                                                  No                       (g) A bank or savings and loan association, as defined in theSecurities Act, whether acting in its individual or fiduciary capacity.    Yes                                                                                  No                       (h) A broker or dealer registered pursuant to the SecuritiesExchange Act of 1934, as amended.    Yes                                                                                  No                       (i) An insurance company, as defined in the Securities Act.    Yes                                                                                  No                       (j) An investment company registered under the Investment CompanyAct of 1940, as amended.    Yes                                                                                  No                       (k) A business development company, as defined in the InvestmentCompany Act of 1940, as amended.    Yes                                                                                  No                     
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 (l) A Small Business Investment Company licensed by the U.S. SmallBusiness Administration.    Yes                                                                                  No                       (m) A plan established and maintained by the state, its politicalsubdivisions, or an agency or instrumentality of a state or its politicalsubdivisions for the benefit of its employees, if such plan has total assets inexcess of $5,000,000.    Yes                                                                                  No                       (n) An employee benefit plan within the meaning of Title I of theEmployment Retirement Income Security Act of 1974 (ERISA), as amended, if theinvestment decision with respect to this investment is made by a planfiduciary, as defined in ERISA, which is either a bank, insurance company, orregistered investment advisor, or if the employee benefit plan hastotal assets in excess of $5,000,000.    Yes                                                                                  No                       (o) A private business development company, as defined in theInvestment Advisors Act of 1940, as amended.    Yes                                                                                  No                       (p) An entity in which all of the equity owners are “accreditedinvestors” as set forth above.    Yes                                                                                  No                     **ARTICLE III****Covenants of the Investor**     The Investor covenants with the Company that:Section 3.1. Compliance with Law. The Investor’s trading activities with respect to            shares of the Company’s Common Stock will be in compliance with all applicable state and federalsecurities laws, rules and regulations and rules and regulations of the Principal Market onwhich the Company’s Common Stock is listed.Section 3.2. Limitation on Short Sales. The Investor agrees that it will make no shortsales (as defined in any applicable SEC or NASD rules) of the Company’s Common Stock while theInvestor holds any of the Common Stock issued hereunder.Section 3.3. Restrictions on Transfer of Common Stock. The Investor agrees not toTransfer the Common Stock, other than to a Permitted Transferee pursuant to the terms set
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forth herein, until the completion of filing and effectiveness of the Registration Statementand, once the Registration Statement is effective, according to the following schedule:          (a)                     shares of Common Stock shall be restricted from Transfer until the earlier ofthe following: (1) the average closing price of the Company’s Common Stock on the Principal Marketfor a period of 5 Trading Days exceeds $                     per share; or (2)                     , 20___.          (b)                     shares of Common Stock shall be restricted from Transfer until the earlier ofthe following: (1) the average closing price of the Company’s Common Stock on the Principal Marketfor a period of 5 Trading Days exceeds $                     per share; or (2)                     , 20___.Notwithstanding the foregoing, the Investor agrees that no Transfer shall be effected by theCompany unless such Transfer exceeds one hundred (100,000) thousand shares of Common Stock.Section 3.4. Restrictions on Transfer of Warrant Shares. The Investor agrees not toTransfer the Warrant Shares, other than to a Permitted Transferee pursuant to the terms setforth herein, until the later of (i) completion of filing and effectiveness of the RegistrationStatement and (ii)                     , 20___. Notwithstanding the foregoing, the Investor agrees thatno Transfer shall be effected by the Company unless such Transfer exceeds one hundred (100,000)thousand Warrant Shares.Section 3.5.Duty to Correct Information. All of the information which is set forth belowin this Agreement with respect to the Investor is correct and complete as of the date hereofand if there should be any material change in such information, the Investor will immediatelyfurnish the revised or corrected information in writing to the Company. The Investorunderstands that the Company has relied on the representations, warranties and covenants setforth herein in determining that the investment is exempt from the registration requirements ofthe Securities Act.**ARTICLE IV****Covenants of the Company**Section 4.1. Reservation of Common Stock. As of the date hereof, the Company hasreserved and the Company shall continue to reserve and keep available at all times, free ofpreemptive rights, shares of Common Stock for the purpose of enabling the Company to issue theWarrant Shares pursuant to the exercise of the Warrant. The number of shares so reserved fromtime to time, as theretofore increased or reduced as hereinafter provided, may be reduced by thenumber of shares actually issued pursuant to any exercise of the Warrant and the number of shares so reserved shall be increased or decreased to reflect potential
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increases or decreases in the Common Stock that the Company may thereafter be obligated to issueby reason of adjustments to the Warrant pursuant to Section 10 thereof.**ARTICLE V****Non-Disclosure of Non-Public Information.**Section 5.1. Non-Disclosure of Non-Public Information. Nothing herein shall require theCompany to disclose material non-public information to the Investor, advisors to orrepresentatives of the Investor or any underwriter. Other than disclosure of any commentletters received from the SEC staff with respect to the Registration Statement, the Company may,as a condition to disclosing any non-public information hereunder, require the Investor’sadvisors and representatives to enter into a confidentiality agreement in form and contentreasonably satisfactory to the Company and the Investor.**ARTICLE VI****Legends**   Section 6.1. Legends. (a) Unless otherwise provided below, each certificate representingthe Common Stock will bear the following legends or equivalent (the “Legend”):THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIESACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER STATE SECURITIESLAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT AND SUCH LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE OFFERED, SOLD OR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT ANDSUCH APPLICABLE STATE SECURITIES SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THEOPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY, REGISTRATION OR QUALIFICATION UNDER THE SECURITIESACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSEDOFFER, SALE OR TRANSFER.THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN ACOMMON STOCK AND WARRANT AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER DATED AS OF                     ,20___, A COPY OF WHICH IS AVAILABLE UPON THE REQUEST OF THE REGISTERED HOLDER HEREOF TO THESECRETARY OF THE COMPANY.(B) The Warrant and the Warrant Shares shall also bear certain legends as set forth in more detailin the Warrant.
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**ARTICLE VII****Choice of Law**Section 7.1. Governing Law; Consent to Jurisdiction. This Agreement shall be governedby and construed in accordance with the laws of the Commonwealth of Pennsylvania without regardto the choice of law or conflicts of law provisions thereof. Each of the parties hereto herebyirrevocably and unconditionally consents to submit to the non-exclusive jurisdiction of thecourts of the Commonwealth of Pennsylvania and of the United States of America, located in theCommonwealth of Pennsylvania, for any action, proceeding or investigation in any court or beforeany governmental authority (“Litigation”) arising out of or relating to this Agreement and thetransactions contemplated hereby, and further agrees that service of any process, summons,notice or document by U.S. registered mail to its respective address set forth in this Agreementshall be effective service of process for any Litigation brought against it in any such court.Each of the parties hereto hereby irrevocably and unconditionally waives any objection to thelaying of venue of any Litigation arising out of this Agreement or the transaction contemplatedhereby in the courts of the Commonwealth of Pennsylvania or the United States of America,located in the Commonwealth of Pennsylvania, and hereby further irrevocably and unconditionallywaives and agrees not to plead or claim in any such court that any such Litigation brought inany such court has been brought in an inconvenient forum.**ARTICLE VIII****Assignment**Section 8.1. Assignment. The rights of the Investor hereunder may not be assignedwithout the express written consent of the Company. Notwithstanding the foregoing, theprovisions of this Agreement shall inure to the benefit of, and be enforceable by, any PermittedTransferee of any of the Common Stock or Warrant purchased or acquired by any Investor hereunderwith respect to the Common Stock or Warrant held by such Person; provided however that such noassignment shall be in an amount less than One Hundred (100,000) shares of Common Stock.**ARTICLE IX****Notices**Section 9.1. Notices. All notices, demands, requests, consents, approvals, and othercommunications required or permitted hereunder shall be in writing and, unless otherwisespecified herein, shall be (i) hand delivered, (ii) deposited in the mail, registered orcertified, return receipt requested, postage prepaid, (iii) delivered by reputable air courierservice with charges prepaid, or (iv) transmitted by facsimile, addressed as set forth below orto such other address as such party shall have specified most recently by written notice. Anynotice or other communication required or permitted to be given hereunder shall be deemed
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effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generatedby the transmitting facsimile machine, at the address or number designated below (if deliveredon a business day during normal business hours where such notice is to be received), or thefirst business day following such delivery (if delivered other than on a business day duringnormal business hours where such notice is to be received) or (b) on the first business dayfollowing the date of sending by reputable courier service, fully prepaid, addressed to suchaddress, or (c) upon actual receipt of such mailing, if mailed. The addresses for suchcommunications shall be:       If to the Company: Sedona Corporation    1003 W. Ninth Avenue    Second Floor    King of Prussia, PA 19406    Attention: Chief Financial Officer    Facsimile: 610-337-8490       with a copy to White & Williams LLP    Attention: Carl Koerner, Esq.    One Penn Plaza    18th Floor, Suite 1801    New York, NY 10119    Telephone: 212-244-9500    Facsimile: 212-868-4844       if to the Investor: As set forth on the signature pages hereto.Either party hereto may from time to time change its address or facsimile number for notices underthis Section 10.1 by giving written notice of such changed address or facsimile number to the otherparty hereto as provided in this Section 10.1.**ARTICLE X****Miscellaneous**Section 10.1. Counterparts/Facsimile/. This Agreement may be executed in multiplecounterparts, each of which may be executed by less than all of the parties and shall be deemedto be an original instrument which shall be enforceable against the parties actually executingsuch counterparts and all of which together shall constitute one and the same instrument.Except as otherwise stated herein, in lieu of the original documents, a facsimile transmissionor copy of the original documents shall be as effective and enforceable as the original. ThisAgreement may be amended only by a writing executed by all parties.Section 10.2. Amendments. This Agreement may be modified by the Company from time totime to cure any ambiguity or correct or supplement any provision contained herein which may bedefective or inconsistent with any other provision herein, or to make any other provisions inregard to matters or questions arising hereunder which the Company may deem necessary ordesirable and which shall not materially adversely affect the interest of the
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Investor and, in addition, the Company may modify, supplement, or alter this Agreement at anytime with the written consent of the Investor.Section 10.3. Entire Agreement. This Agreement, the agreements attached as Exhibitshereto, which include the Warrant and the Registration Rights Agreement, set forth the entireagreement and understanding of the parties relating to the subject matter hereof and supersedesall prior and contemporaneous agreements, negotiations and understandings between the parties,both oral and written relating to the subject matter hereof. The terms and conditions of allExhibits to this Agreement are incorporated herein by this reference and shall constitute partof this Agreement as is fully set forth herein.Section 10.4. Severability. In the event that any provision of this Agreement becomesor is declared by a court of competent jurisdiction to be illegal, unenforceable or void, thisAgreement shall continue in full force and effect without said provision; provided that suchseverability shall be ineffective if it materially changes the economic benefit of thisAgreement to any party.Section 10.5. Headings. The headings used in this Agreement are used for convenienceonly and are not to be considered in construing or interpreting this Agreement.Section 10.6. Replacement of Certificates. Upon (i) receipt of evidence reasonablysatisfactory to the Company of the loss, theft, destruction or mutilation of a certificaterepresenting the Common Stock, Warrant or Warrant Shares and (ii) in the case of any such loss,theft or destruction of such certificate, upon delivery of an indemnity agreement or securityreasonably satisfactory in form to the Company (which may include the posting of any bond) or(iii) in the case of any such mutilation, on surrender and cancellation of such certificate, theCompany at its expense will execute and deliver, in lieu thereof, a new certificate of liketenor.Section 10.7. Fees and Expenses. Each of the Company and the Investor agrees to pay itsown expenses incident to the performance of its obligations hereunder.Section 10.8. Brokerage. Except for the brokers or finders set forth on Schedule 2,whose fees shall be paid by the Company, each of the parties hereto represents that it has hadno dealings in connection with this transaction with any finder or broker who will demandpayment of any fee or commission from the other party. The Company on the one hand, and theInvestor, on the other hand, agree to indemnify the other against and hold the other harmlessfrom any and all liabilities to any Person claiming brokerage commissions or finder’s fees onaccount of services purported to have been rendered on behalf of the indemnifying party inconnection with this Agreement or the transactions contemplated hereby.
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by theundersigned, thereunto duly authorized, as of the date first set forth above.      SEDONA CORPORATION