EXHIBIT 10-100NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR REGISTERED OR QUALIFIED UNDER ANYSTATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT PURSUANT TO REGULATION D AND SUCH STATE SECURITIES LAWS. NEITHER THIS WARRANT NORTHE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, OR TRANSFERRED UNTIL (i) A REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOMEEFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY,REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS ISNOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, 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 HOLDERHEREOF TO THE SECRETARY OF THE COMPANY.**STOCK PURCHASE WARRANT****Certificate No:**                                        To Purchase                                          Shares of Common Stock ofSedona Corporation     THIS CERTIFIES that, for value received,                                          hereinafter set forth, at any time on orafter the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on                                        , 20___(the “Termination Date”) but not thereafter, to subscribe for and purchase fromSedona Corporation, a corporation incorporated in the State of Pennsylvania (the “Company”), up to                                                            shares (the “Warrant Shares”) of Common Stock, $0.001 par value, of theCompany (the “Common Stock”) at a purchase price of (the “Exercise Price”) $  per share. TheExercise Price and the number of shares for which the Warrant is exercisable shall be subject toadjustment as provided herein.          1. Title to Warrant. Prior to the Termination Date and subject to compliance withapplicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, uponthe written consent of the Company and pursuant to the terms of the Purchase Agreement, by theholder hereof in person or by duly authorized attorney, upon surrender of this Warrant to theCompany together with the Assignment Form annexed hereto properly endorsed.
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          2. Authorization of Shares. The Company covenants that all shares of Common Stockwhich may be issued upon the exercise of this Warrant will, upon due and proper exercise of by thisWarrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,liens and charges in respect of the issue thereof (other than any taxes in respect of any transferoccurring contemporaneously with such issue).          3. Exercise of Warrant.          (a) Except as provided in Section 4 herein, exercise of the purchase rights represented bythis Warrant shall be made by the surrender of this Warrant and the Notice of Exercise Form annexedhereto duly executed, at the office of the Company and upon payment of the Exercise Price of theshares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Theholder of this Warrant shall be entitled to receive a certificate for the number of shares ofCommon Stock so purchased. Certificates for shares purchased hereunder shall be delivered to theholder hereof within five (5) Trading Days after the date on which this Warrant shall have beenexercised as aforesaid. This Warrant shall be deemed to have been exercised and such certificate orcertificates shall be deemed to have been issued, and Holder or any other person so designated tobe named therein shall be deemed to have become a holder of record of such shares for all purposes,as of the date the Warrant has been exercised by payment to the Company of the Exercise Price andall taxes required to be paid by Holder, if any, pursuant to Section 5 prior to the issuance ofsuch shares, have been paid.          (b) If this Warrant shall have been exercised in part, the Company shall, at the time ofdelivery of the certificate or certificates representing Warrant Shares, deliver to Holder a newWarrant evidencing the rights of Holder to purchase the unpurchased shares of Common Stock underthis Warrant, which new Warrant shall in all other respects be identical with this Warrant.          (c) Each certificate representing Warrant Shares shall bear a legend substantially in thefollowing form:THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED ORQUALIFIED UNDER ANY STATE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON ANEXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLDOR TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCHAPPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR(ii) IN THE OPINION OF COUNSEL, ACCEPTABLE TO THE COMPANY, REGISTRATION ORQUALIFICATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS ISNOT REQUIRED IN CONNECTION WITH SUCH PROPOSED OFFER, SALE OR TRANSFER.
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THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ASSET FORTH IN A COMMON STOCK AND WARRANT AGREEMENT BETWEEN THE COMPANY AND THESHAREHOLDER DATED AS OF                                         , 20___A COPY OF WHICH IS AVAILABLE UPON THEREQUEST OF THE REGISTERED HOLDER HEREOF TO THE SECRETARY OF THE COMPANY.          The foregoing legend shall be removed from the certificates representing the Warrant Shares,at the request of the Holder, at such time as they become eligible for resale pursuant to Rule144(k) under the Securities Act or at such time as the Holder shall have obtained an opinion ofcounsel, reasonably acceptable to the Company, to the effect that the Warrant Shares proposed to bedisposed of may lawfully be so disposed of without registration, qualification or legend.          4. Restrictions. The Warrant Shares may not be transferred until the earlier of thefollowing (i) registration of the Shares is completed or (ii)                                         , 20_.          No Fractional Shares or Scrip. No fractional shares or scrip representing fractionalshares shall be issued upon the exercise of this Warrant. As to any fraction of a share whichHolder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cashadjustment in respect of such final fraction in an amount equal to the Exercise Price.          5. Charges, Taxes, etc. Issuance of certificates for shares of Common Stock upon theexercise of this Warrant shall be made without charge to the holder hereof for any issue otherincidental expense in respect of the issuance of such certificate, which shall be paid by theCompany, and such certificates shall be issued in the name of the holder of this Warrant or in suchname or names as may be directed by the holder of this Warrant; provided, however, that in theevent certificates for shares of Common Stock are to be issued in a name other than the name of theholder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by theAssignment Form attached hereto duly executed by the holder hereof; and the Company may require, asa condition thereto, the payment of a sum sufficient to reimburse it for any transfer taxincidental thereto.          6. Transfer, Division and Combination.          (a) Subject to compliance with any applicable securities laws, transfer of this Warrant andall rights hereunder, in whole or in part, shall be registered on the books of the Company to bemaintained for such purpose, upon surrender of this Warrant at the principal office of the Company,together with a written assignment of this Warrant substantially in the form attached hereto dulyexecuted by Holder or its agent or attorney and funds sufficient to pay any transfer taxes payableupon the making of such transfer. Upon such surrender and, if required, such payment, the Companyshall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and inthe denomination or denominations specified in such instrument of assignment, and shall issue tothe assignor a new Warrant evidencing the
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portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. AWarrant, if properly assigned, may be exercised by a new holder for the purchase of shares ofCommon Stock without having a new Warrant issued.          (b) This Warrant may be divided or combined with other Warrants upon presentation hereof atthe aforesaid office of the Company, together with a written notice specifying the names anddenominations in which new Warrants are to be issued, signed by Holder or its agent or attorney.Subject to compliance with Section 6(a), as to any transfer which may be involved in such divisionor combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for theWarrant or Warrants to be divided or combined in accordance with such notice.          (c) The Company shall prepare, issue and deliver at its own expense (other than transfertaxes) the new Warrant or Warrants under this Section 6.          (d) The Company agrees to maintain, at its aforesaid office, books for the registration andthe registration of transfer of the Warrants.          7. No Rights as Shareholder until Exercise. This Warrant does not entitle the holderhereof to any voting rights or other rights as a shareholder of the Company prior to the exercisehereof.          8. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that uponreceipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction ormutilation of this Warrant certificate or any stock certificate relating to the Warrant Shares, andin case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it(which may include the posting of any bond), and upon surrender and cancellation of such Warrant orstock certificate, if mutilated, the Company will make and deliver a new Warrant or stockcertificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stockcertificate.          9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking ofany action or the expiration of any right required or granted herein shall be a Saturday, Sunday ora legal holiday, then such action may be taken or such right may be exercised on the nextsucceeding day not a Saturday, Sunday or legal holiday.          10. Adjustments of Exercise Price and Number of Warrant Shares.          (a) Stock Splits, etc. The number and kind of securities purchasable upon theexercise of this Warrant and the Exercise Price shall be subject to adjustment from time to timeupon the happening of any of the following. In case the Company shall (i) pay a dividend in sharesof Common Stock or make a distribution in shares of Common Stock to holders of its outstandingCommon Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of sharesof Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number ofshares of Common Stock or (iv) issue any shares of its capital stock in a reclassification of theCommon Stock, then the number of Warrant Shares purchasable upon exercise of this Warrantimmediately prior thereto shall be adjusted so that the holder of this
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Warrant shall be entitled to receive the kind and number of Warrant Shares or other securitiesof the Company which he would have owned or have been entitled to receive had such Warrant beenexercised in advance thereof. Upon each such adjustment of the kind and number of Warrant Sharesor other securities of the Company which are purchasable hereunder, the holder of this Warrantshall thereafter be entitled to purchase the number of Warrant Shares or other securities resultingfrom such adjustment at an Exercise Price per Warrant Share or other security obtained bymultiplying the Exercise Price in effect immediately prior to such adjustment by the number ofWarrant Shares purchasable pursuant hereto immediately prior to such adjustment and dividing by thenumber of Warrant Shares or other securities of the Company resulting from such adjustment. Anadjustment made pursuant to this paragraph shall become effective immediately after the effectivedate of such event retroactive to the record date, if any, for such event.          (b) Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets.In case the Company shall reorganize its capital, reclassify its capital stock, consolidate ormerge with or into another corporation (where the Company is not the surviving corporation or wherethere is a change in or distribution with respect to the Common Stock of the Company), or sell,transfer or otherwise dispose of all or substantially all its property, assets or business toanother corporation and, pursuant to the terms of such reorganization, reclassification, merger,consolidation or disposition of assets, shares of common stock of the successor or acquiringcorporation, or any cash, shares of stock or other securities or property of any nature whatsoever(including warrants or other subscription or purchase rights) in addition to or in lieu of commonstock of the successor or acquiring corporation (“Other Property”), are to be received by ordistributed to the holders of Common Stock of the Company, then Holder shall have the rightthereafter to receive, upon exercise of this Warrant, the number of shares of common stock of thesuccessor or acquiring corporation or of the Company, if it is the surviving corporation, and OtherProperty receivable upon or as a result of such reorganization, reclassification, merger,consolidation or disposition of assets by a holder of the number of shares of Common Stock forwhich this Warrant is exercisable immediately prior to such event. In case of any suchreorganization, reclassification, merger, consolidation or disposition of assets, the successor oracquiring corporation (if other than the Company) shall expressly assume the due and punctualobservance and performance of each and every covenant and condition of this Warrant to be performedand observed by the Company and all the obligations and liabilities hereunder, subject to suchmodifications as may be deemed appropriate (as determined in good faith by resolution of the Boardof Directors of the Company) in order to provide for adjustments of shares of Common Stock forwhich this Warrant is exercisable which shall be as nearly equivalent as practicable to theadjustments provided for in this Section 10. For purposes of this Section 10, “common stock of thesuccessor or acquiring corporation” shall include stock of such corporation of any class which isnot preferred as to dividends or assets over any other class of stock of such corporation and whichis not subject to redemption and shall also include any evidences of indebtedness, shares of stockor other securities which are convertible into or exchangeable for any such stock, eitherimmediately or upon the arrival of a specified date or the happening of a specified event and anywarrants or other rights to subscribe for or purchase any such stock. The foregoing provisions ofthis Section 10 shall similarly apply to successive reorganizations, reclassifications, mergers,consolidations or disposition of assets.
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          11. Voluntary Adjustment by the Company. The Company may, at its sole discretion, atany time during the term of this Warrant, reduce the then current Exercise Price to any amount andfor any period of time deemed appropriate by the Board of Directors of the Company. The Companymay also, at its sole discretion, extend the term of the Warrant for any period of time.          12. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind ofsecurities or other property purchasable upon the exercise of this Warrant or the Exercise Price isadjusted, as herein provided, the Company shall promptly mail by registered or certified mail,return receipt requested, to the holder of this Warrant notice of such adjustment or adjustmentssetting forth the number of Warrant Shares (and other securities or property) purchasable upon theexercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities orproperty) after such adjustment, setting forth a brief statement of the facts requiring suchadjustment and setting forth the computation by which such adjustment was made. Such notice, inthe absence of manifest error, shall be conclusive evidence of the correctness of such adjustment.          13. Notice of Corporate Action. If at any time:          (a) the Company shall take a record of the holders of its Common Stock for the purpose ofentitling them to receive a dividend or other distribution, or any right to subscribe for orpurchase any evidences of its indebtedness, any shares of stock of any class or any othersecurities or property, or to receive any other right, or          (b) there shall be any capital reorganization of the Company, any reclassification orrecapitalization of the capital stock of the Company or any consolidation or merger of the Companywith, or any sale, transfer or other disposition of all or substantially all the property, assetsor business of the Company to, another corporation or,          (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of theCompany;then, in any one or more of such cases, the Company shall give to Holder (i) at least 10 days’prior written notice of the date on which a record date shall be selected for such dividend,distribution or right or for determining rights to vote in respect of any such reorganization,reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up,and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale,transfer, disposition, dissolution, liquidation or winding up, at least 10 days’ prior writtennotice of the date when the same shall take place. Such notice in accordance with the foregoingclause also shall specify (i) the date on which any such record is to be taken for the purpose ofsuch dividend, distribution or right, the date on which the holders of Common Stock shall beentitled to any such dividend, distribution or right, and the amount and character thereof, and(ii) the date on which any such reorganization, reclassification, merger, consolidation, sale,transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if anysuch time is to be fixed, as of which the holders of Common Stock shall be entitled to exchangetheir shares of Common Stock for securities or other property deliverable upon such disposition,
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dissolution, liquidation or winding up. Each such written notice shall be sufficiently given ifaddressed to Holder at the last address of Holder appearing on the books of the Company anddelivered in accordance with Section 15(d).          14. Authorized Shares. The Company covenants that during the period the Warrant isoutstanding, it will reserve from its authorized and unissued Common Stock a sufficient number ofshares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rightsunder this Warrant. The Company further covenants that its issuance of this Warrant shallconstitute full authority to its officers who are charged with the duty of executing stockcertificates to execute and issue the necessary certificates for the Warrant Shares upon theexercise of the purchase rights under this Warrant. The Company will take all such reasonableaction as may be necessary to assure that such Warrant Shares may be issued as provided hereinwithout violation of any applicable law or regulation, or of any requirements of the PrincipalMarket upon which the Common Stock may be listed.          The Company will (a) not increase the par value of any shares of Common Stock receivable uponthe exercise of this Warrant above the amount payable therefor upon such exercise immediately priorto such increase in par value, (b) take all such action as may be necessary or appropriate in orderthat the Company may validly and legally issue fully paid and nonassessable shares of Common Stockupon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations,exemptions or consents from any public regulatory body having jurisdiction thereof as may benecessary to enable the Company to perform its obligations under this Warrant.          Before taking any action which would result in an adjustment in the number of shares of CommonStock for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain allsuch authorizations or exemptions thereof, or consents thereto, as may be necessary from any publicregulatory body or bodies having jurisdiction thereof.          15. Miscellaneous.          (a) Jurisdiction. This Warrant shall constitute a contract under the laws of theCommonwealth of Pennsylvania, without regard to its conflict of law, principles or rules. Each ofthe parties hereto hereby irrevocably and unconditionally consents to submit to the non-exclusivejurisdiction of the courts of the Commonwealth of Pennsylvania and of the United States of America,located in the Commonwealth of Pennsylvania, for any action, proceeding or investigation in anycourt or before any governmental authority (“Litigation”) arising out of or relating to thisWarrant and the transactions 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 thisWarrant shall be effective service of process for any Litigation brought against it in any suchcourt. Each of the parties hereto hereby irrevocably and unconditionally waives any objection tothe laying of venue of any Litigation arising out of this Warrant in the courts of the Commonwealthof Pennsylvania or the United States of America, located in the Commonwealth of Pennsylvania, andhereby further irrevocably and unconditionally waives and agrees not to plead or claim in any suchcourt that any such Litigation brought in any such court has been brought in an inconvenient forum.
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          (b) Restrictions. The holder hereof acknowledges that the Warrant Shares acquiredupon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed bystate and federal securities laws.          (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exerciseany right hereunder on the part of Holder shall operate as a waiver of such right or otherwiseprejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate onthe Termination Date.          (d) Notices. Any notice, request or other document required or permitted to be givenor delivered to the holder hereof by the Company shall be delivered to the address set forth inthat certain Common Stock and Warrants Purchase Agreement dated ___, 20___, or at such otheraddress or addresses as may have been furnished in writing by any holder to the Company.          All notices and other communications from Holder to the Company shall be delivered to:     SEDONA Corporation