warrant to purchase Common Stock, in substantially the form of this Warrant (any such newwarrant, a “**New Warrant**”), evidencing the portion of this Warrant so transferred shall be issued tothe transferee and a New Warrant evidencing the remaining portion of this Warrant not sotransferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrantby the transferee thereof shall be deemed the acceptance by such transferee of all of the rightsand obligations of a holder of a Warrant.     4. Exercise and Duration of Warrants.          (a) This Warrant shall be exercisable by the registered Holder at any time and from time totime on or after the date hereof to and including the Expiration Date. At 6:30 P.M., New York Citytime on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be andbecome void and of no value.          (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, inthe form attached hereto (the “**Exercise Notice**”), appropriately completed and duly signed, and (ii)payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is beingexercised **(which may take the form of a “cashless exercise” if so indicated in the Exercise Noticeonly if a “cashless exercise” may occur at such time pursuant to Section 10 below),**and the datesuch items are delivered to the Company (as determined in accordance with the notice provisionshereof) is an “**Exercise Date**.” The Holder shall not be required to deliver the original Warrant inorder to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall havethe same effect as cancellation of the original Warrant and issuance of a New Warrant evidencingthe right to purchase the remaining number of Warrant Shares.          (c) Exercise Disputes. In the case of any dispute with respect to the number ofshares to be issued upon exercise of this Warrant, the Company shall promptly issue such number ofshares of Common Stock that is not disputed and shall submit the disputed determinations orarithmetic calculations to the Holder via fax (or, it the Holder has not provided the Company witha fax number, by overnight courier) within two (2) Business Days of receipt of the Holder’selection to purchase Warrant Shares. If the Holder and the Company are unable to agree as to thedetermination of the Purchase Price within two (2) Business Days of such disputed determination orarithmetic calculation being submitted to the Holder, then the Company shall in accordance withthis Section, submit via facsimile the disputed determination to an independent reputableaccounting firm of national standing, selected jointly by the Company and the Holder. The Companyshall cause such accounting firm to perform the determinations or calculations and notify theCompany and the Holder of the results as promptly as possible from the time it receives thedisputed determinations of calculations. Such accounting firm’s determination shall be bindingupon all parties absent manifest error. The Company shall then on the next Business Day issuecertificate(s) representing the appropriate number of Warrant Shares of Common Stock in accordancewith such accounting firm’s determination and this Section. The prevailing party shall be entitledto reimbursement of all fees and expenses of such determination and calculation.     5. Delivery of Warrant Shares.
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          (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than fiveTrading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to orupon the written order of the Holder and in such name or names as the Holder may designate, acertificate for the Warrant Shares to which the Holder is entitled upon such exercise, free ofrestrictive legends unless a registration statement covering the resale of the Warrant Shares andnaming the Holder as a selling stockholder thereunder is not then effective and the Warrant Sharesare not freely transferable pursuant to Rule 144 under the Securities Act of 1933, as amended. TheCompany shall, upon request of the Holder, use its best efforts to deliver Warrant Shares hereunderelectronically through the Depository Trust Corporation or another established clearing corporationperforming similar functions. For the purposes hereof, the term “Trading Day” means (a) any day onwhich the Common Stock is listed or quoted and traded on its primary trading market, (b) if theCommon Stock is not then listed or quoted and traded on any trading market, then a day on whichtrading occurs on the Nasdaq Global Market (or any successor thereto), or (c) if trading ceases tooccur on the Nasdaq Global Market (or any successor thereto), any Business Day.          (b) This Warrant is exercisable, either in its entirety or, from time to time, for a portionof the number of Warrant Shares. Upon surrender of this Warrant following one or more partialexercises, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencingthe right to purchase the remaining number of Warrant Shares.          (c) Intentionally Omitted.          (d) The Company’s obligations to issue and deliver Warrant Shares in accordance with the termshereof are absolute and unconditional, irrespective of any action or inaction by the Holder toenforce the same, any waiver or consent with respect to any provision hereof, the recovery of anyjudgment against any Person or any action to enforce the same, or any setoff, counterclaim,recoupment, limitation or termination, or any breach or alleged breach by the Holder or any otherPerson of any obligation to the Company or any violation or alleged violation of law by the Holderor any other Person, and irrespective of any other circumstance which might otherwise limit suchobligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothingherein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at lawor in equity including, without limitation, a decree of specific performance and/or injunctiverelief with respect to the Company’s failure to timely deliver certificates representing shares ofCommon Stock upon exercise of the Warrant as required pursuant to the terms hereof.     6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares ofCommon Stock upon exercise of this Warrant shall be made without charge to the Holder for any issueor transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respectof the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;provided, however, that the Company shall not be required to pay any tax which may be payable inrespect of any transfer involved in the registration of any certificates for Warrant Shares orWarrants in a name other than that of the Holder. The Holder shall be responsible for all othertax liability that may arise as a result of holding or transferring this Warrant or receivingWarrant Shares upon exercise hereof.
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     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed,the Company shall issue or cause to be issued in exchange and substitution for and uponcancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only uponreceipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction andcustomary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under suchcircumstances shall also comply with such other reasonable regulations and procedures and pay suchother reasonable third-party costs as the Company may prescribe.     8. Reservation of Warrant Shares. The Company covenants that it will at all timesreserve and keep available out of the aggregate of its authorized but unissued and otherwiseunreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares uponexercise of this Warrant as herein provided, 100% of the number of Warrant Shares which are thenissuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights orany other contingent purchase rights of persons other than the Holder (after giving effect to theadjustments and restrictions of Section 9, if any). The Company covenants that all WarrantShares so issuable and deliverable shall, upon issuance and the payment of the applicable ExercisePrice in accordance with the terms hereof, be duly and validly authorized, issued and fully paidand nonassessable. The Company will take all such action as may be necessary to assure that suchshares of Common Stock may be issued as provided herein without violation of any applicable law orregulation, or of any requirements of any securities exchange or automated quotation system uponwhich the Common Stock may be listed.     9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable uponexercise of this Warrant are subject to adjustment from time to time as set forth in thisSection 9.          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant isoutstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on anyclass of capital stock that is payable in shares of Common Stock, (ii) subdivides outstandingshares of Common Stock into a larger number of shares, or (iii) combines outstanding shares ofCommon Stock into a smaller number of shares, then in each such case the Exercise Price shall bemultiplied by a fraction of which the numerator shall be the number of shares of Common Stockoutstanding immediately before such event and of which the denominator shall be the number ofshares of Common Stock outstanding immediately after such event. Any adjustment made pursuant toclause (i) of this paragraph shall become effective immediately after the record date for thedetermination of stockholders entitled to receive such dividend or distribution, and any adjustmentpursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after theeffective date of such subdivision or combination.          (b) Distributions Made Prior to Exercise. If the Company, at any time while thisWarrant is outstanding, distributes to all of the holders of Common Stock (i) evidences of itsindebtedness, (ii) any security (other than a distribution of Common Stock covered by Section9(a)), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset(in each case, a “**Distribution**”), then in each such case any Exercise Price in effect immediatelyprior to the close of business on the record date fixed for the determination of holders of CommonStock entitled to receive the Distribution shall be reduced, effective as of the close of businesson such record date, to a price determined by multiplying such Exercise Price by a
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fraction of which (i) the numerator shall be the Weighted Average Price1 of theCommon Stock on the Trading Day immediately preceding such record date minus the value of theDistribution (as determined in good faith by the Company’s Board of Directors) applicable to oneshare of Common Stock, and (ii) the denominator shall be the Weighted Average Price of the CommonStock on the Trading Day immediately preceding such record date.          (c) Notwithstanding the provisions set forth in Section 9(b) above, if the Company, atany time while this Warrant is outstanding, makes a Distribution to the holders of Common Stock,then in each such case the Holder shall have the option to receive such Distribution which wouldhave been made to the Holder had such Holder been the holder of such Warrant Shares on the recorddate for the determination of stockholders entitled to such Distribution; provided, however, if theHolder elects to receive such Distribution, it will not be entitled to receive the adjustment tothe Exercise Price specified in clause (b) above.          (d) Fundamental Transactions. If, at any time during the term of this Warrant, (i)the Company effects any merger or consolidation of the Company with or into (whether or not theCompany is the surviving corporation) another Person, (ii) the Company effects any sale,assignment, transfer, conveyance or other disposition of all or substantially all of its assets inone or a series of related transactions; provided, however, that for avoidance of doubt, thegranting of a lien on all or substantially all of the Company’s assets as collateral shall not bedeemed a Fundamental Transaction hereunder, (iii) allow another Person to make a purchase, tenderor exchange offer that is accepted by the holders of more than the 50% of either the outstandingshares of Common Stock (not including any shares of Common Stock held by the Person or Personsmaking or party to, or associated or affiliated with the Persons making or party to, such purchase,tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination(including, without limitation, a reorganization, recapitalization, spin-off or scheme ofarrangement) with another Person whereby such other Person acquires more than the 50% of theoutstanding shares of Common Stock (not including any shares of Common Stock held by the otherPerson or other Persons making or party to, or associated or affiliated with the other Personsmaking or party to, such stock purchase agreement or other business combination), or (v) theCompany effects any reclassification of the Common Stock or any compulsory share exchange pursuantto which the Common Stock is effectively converted into or exchanged for other securities, cash orproperty (other than as a result of a subdivision or combination of shares of Common Stock coveredby Section 9(a) above) (in any such case, a “**Fundamental Transaction**”), then the Holdershall have the right thereafter to receive, upon 1 “Weighted Average Price” means, for anysecurity as of any date, the dollar volume-weighted average price for suchsecurity on NASDAQ during the period beginning at 9:30:01 a.m., New York Time(or such other time as NASDAQ publicly announces is the official open oftrading), and ending at 4:00:00 p.m., New York Time (or such other time asNASDAQ publicly announces is the official close of trading) as reported byBloomberg (means Bloomberg Financial Markets) through its “Volume at Price”functions, or, if the foregoing does not apply, the dollar volume-weightedaverage price of such security in the over-the-counter market on the electronicbulletin board for such security during the period beginning at 9:30:01 a.m.,New York Time (or such other time as such Principal Market publicly announcesis the official open of trading), and ending at 4:00:00 p.m., New York Time (orsuch other time as such market publicly announces is the official close oftrading) as reported by Bloomberg, if no dollar volume-weighted average priceis reported for such security by Bloomberg for such hours, the average of thehighest closing bid price and the lowest closing ask price of any of the marketmakers for such security as reported in the “pink sheets” by Pink Sheets LLC(formerly the National Quotation Bureau, Inc.). If the Weighted Average Pricecannot be calculated for a security on a particular date on any of theforegoing bases, the Weighted Average Price of such security on such date shallbe the fair market value as mutually determined by the Company in good faith.All such determinations shall be appropriately adjusted for any share dividend,share split, share combination or other similar transaction during theapplicable calculation period.
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exercise of this Warrant, the same amount and kind of securities, cash or property as it wouldhave been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares thenissuable upon exercise in full of this Warrant (the “**Alternate Consideration**”). The aggregateExercise Price for this Warrant will not be affected by any such Fundamental Transaction, but theCompany shall apportion such aggregate Exercise Price among the Alternate Consideration in areasonable manner reflecting the relative value of any different components of the AlternateConsideration. If holders of Common Stock are given any choice as to the securities, cash orproperty to be received in a Fundamental Transaction, then the Holder shall be given the samechoice as to the Alternate Consideration it receives upon any exercise of this Warrant followingsuch Fundamental Transaction. At the Holder’s request, any successor to the Company or survivingentity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with theforegoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration forthe aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which aFundamental Transaction is effected shall include terms requiring any such successor or survivingentity to comply with the provisions of this paragraph (d) and insuring that the Warrant (or anysuch replacement security) will be similarly adjusted upon any subsequent transaction analogous toa Fundamental Transaction.          (e) Weighted Average Anti-Dilution Price Protection. The Exercise Price of WarrantShares (or any shares of stock or other securities which may be) issuable upon the exercise of thisWarrant shall be subject to adjustment from time to time, as follows:     (1) “New Securities” shall mean any Common Stock or preferred stock of Company issuedduring the term of this Warrant, whether now authorized or not, and rights, options orwarrants to purchase said Common Stock or preferred stock, and securities of any typewhatsoever that are, or may become, convertible into said Common Stock or preferred stock(including but not limited to convertible debt or any other instrument exercisable for orconvertible into Common Stock); provided, however, that “New Securities” does not include(i) any securities issued or issuable pursuant to any of the notes, options, warrants orother securities outstanding as of the date of the closing of the offering pursuant to thePurchase Agreement, including all Warrants; (ii) the issuance or sale of any shares ofcapital stock, or the grant of options exercisable therefor, issued or issuable after thedate of this Warrant, to directors, officers, employees, advisers and consultants of theCompany or any subsidiary pursuant to any incentive or non-qualified stock option plan oragreement, stock purchase plan or agreement, stock restriction agreement or restricted stockplan, employee stock ownership plan (ESOP), consulting agreement, stock appreciation right(SAR), stock depreciation right (SDR), bonus stock arrangement, or such other similarcompensatory options, issuances, arrangements, agreements or plans approved by the Board ofDirectors of the Company; (iii) upon the issuance of any shares of capital stock or thegrant of warrants or options (or the exercise thereof) as consideration for mergers,acquisitions, strategic alliances and other commercial transactions, other than inconnection with a financing transaction or (iv) shares of Company’s Common Stock issued inconnection with any stock split, stock dividend, or recapitalization by Company.
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     (2) In the event that Company issues New Securities for a consideration of less thanthe Exercise Price (as adjusted per this Section 9 hereof), or if the Exercise Priceshall have been adjusted hereunder, and the Company issues New Securities for a purchaseprice below the adjusted Exercise Price, then the then-current Exercise Price shall beadjusted downward to a price determined by dividing     i. the sum of (w) the Exercise Price in effect before the issuance of such NewSecurities multiplied by the number of shares of the Company’s Common Stock thenissued and outstanding and (x) the consideration, if any, received by or deemed tohave been received by the Company on the issue of such New Securities by:     ii. the sum of (y) the number of shares of the Company’s Common Stock thenissued and outstanding immediately prior to the issuance of such New Securities and(z) the number of Additional Shares of Common Stock issued or deemed to have beenissued in the issuance of such New Securities.     (3) In the case of the issuance of Common Stock for cash, the consideration shall bedeemed to be the amount of cash paid.     (4) In the case of the issuance of Common Stock for a consideration in whole or in partother than cash, the consideration other than cash shall be deemed to be the fair valuethereof as reasonably determined by the Company’s board of directors consistent with itsfiduciary duties irrespective of any accounting treatment.     (5) The Company will not by reorganization, transfer of assets, consolidation, merger,dissolution, or otherwise, avoid or seek to avoid observance or performance of any of theterms of this Section 9, but will at all times in good faith assist in the carryingout and performance of all provisions of this Section 9 in order to protect therights of the Holder against impairment.          (f) Number of Warrant Shares. Simultaneously with any adjustment to the ExercisePrice pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchasedupon exercise of this Warrant shall be increased or decreased proportionately, as applicable, sothat after such adjustment the aggregate Exercise Price payable hereunder for the increased ordecreased, as applicable, number of Warrant Shares shall be the same as the aggregate ExercisePrice in effect immediately prior to such adjustment.          (g) Calculations. All calculations under this Section 9 shall be made to thenearest cent or the nearest 1/100th of a share, as applicable. The number of shares of CommonStock outstanding at any given time shall not include shares owned or held by or for the account ofthe Company, and the disposition of any such shares shall be considered an issue or sale of CommonStock.          (h) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to thisSection 9, the Company at its expense will promptly compute such adjustment in accordancewith the terms of this Warrant and prepare a certificate setting forth such adjustment, including astatement of the adjusted Exercise Price and adjusted number or type of Warrant
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Shares or other securities issuable upon exercise of this Warrant (as applicable), describingthe transactions giving rise to such adjustments and showing in detail the facts upon which suchadjustment is based. Upon written request, the Company will promptly deliver a copy of each suchcertificate to the Holder and to the Company’s Transfer Agent.          (i) Notice of Corporate Events. If the Company (i) declares a dividend or any otherdistribution of cash, securities or other property in respect of its Common Stock, includingwithout limitation any granting of rights or warrants to subscribe for or purchase any capitalstock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreementcontemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizesthe voluntary dissolution, liquidation or winding up of the affairs of the Company, then theCompany shall deliver to the Holder a notice describing the material terms and conditions of suchtransaction, at least ten calendar days prior to the applicable record or effective date on which aPerson would need to hold Common Stock in order to participate in or vote with respect to suchtransaction, and the Company will take all steps reasonably necessary in order to insure that theHolder is given the practical opportunity to exercise this Warrant prior to such time so as toparticipate in or vote with respect to such transaction; provided, however, that the failure todeliver such notice or any defect therein shall not affect the validity of the corporate actionrequired to be described in such notice.     10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediatelyavailable funds (a “cash exercise”); provided, however, that if at any time after the date that issix (6) months after the date of this Warrant (the “**Required Effective Date**”) a RegistrationStatement covering the resale of the Warrant Shares is not effective on the Exercise Date, or nocurrent prospectus under such Registration Statement is available, the Holder may satisfy itsobligation to pay the Exercise Price through a “cashless exercise,” in which event the Companyshall issue to the Holder the number of Warrant Shares determined as follows:     X = Y [(A-B)/A]      where:     X = the number of Warrant Shares to be issued to the Holder.     Y = the number of Warrant Shares with respect to which this Warrantis being exercised (prior to cashless exercise).     A = the average of the Closing Prices for the five Trading Daysimmediately prior to (but not including) the Exercise Date.     B = the Exercise Price.          For purposes of this Section 10, “Closing Prices” for any date, shall mean the closing priceper share of the Common Stock for such date (or the nearest preceding date) on the primary tradingmarket on which the Common Stock is then listed or quoted.          For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood andacknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed tohave been acquired by the Holder, and the holding period for the Warrant
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Shares shall be deemed to have commenced, on the date this Warrant was originally issuedpursuant to the Purchase Agreement.     11. Limitation on Exercise.2 Notwithstanding anything to the contrarycontained herein, the number of shares of Common Stock that may be acquired by the Holder upon anyexercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessaryto insure that, following such exercise (or other issuance), the total number of shares of CommonStock then beneficially owned by such Holder and its Affiliates and any other Persons whosebeneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section13(d) of the Exchange Act, does not exceed 4.999% (the “**Maximum Percentage**”) of the total number ofissued and outstanding shares of Common Stock (including for such purpose the shares of CommonStock issuable upon such exercise). For such purposes, beneficial ownership shall be determined inaccordance with Section 13(d) of the Exchange Act and the rules and regulations promulgatedthereunder. The Company’s obligation to issue shares of Common Stock in excess of the limitationreferred to in this Section shall be suspended (and shall not terminate or expire notwithstandingany contrary provisions hereof) until such time, if any, as such shares of Common Stock may beissued in compliance with such limitation, but in no event later than the Expiration Date. Bywritten notice to the Company, the Holder may waive the provisions of this Section or increase ordecrease the Maximum Percentage to any other percentage specified in such notice, but (i) any suchwaiver or increase will not be effective until the 61st day after such notice is delivered to theCompany, and (ii) any such waiver or increase or decrease will apply only to the Holder and not toany other holder of Warrants.     12. Fractional Shares. The Company shall not be required to issue or cause to beissued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a WarrantShare would, except for the provisions of this Section, be issuable upon exercise of this Warrant,the number of Warrant Shares to be issued will be rounded up to the nearest whole share.     13. Notices. Any and all notices or other communications or deliveries hereunder(including without limitation any Exercise Notice) shall be in writing and shall be deemed givenand effective on the earliest of (i) the date of transmission, if such notice or communication isdelivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date oftransmission, if such notice or communication is delivered via facsimile at the facsimile numberspecified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (NewYork City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent bynationally recognized overnight courier service, or (iv) upon actual receipt by the party to whomsuch notice is required to be given. The address for such notices or communications shall be asset forth in the Purchase Agreement.     14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation intowhich the Company or any new warrant agent may be merged or any corporation resulting from anyconsolidation to which the Company or any new warrant agent 2 This provision is available for Investors, and the percentage may be modified at the Investor’s request.
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shall be a party shall be a successor warrant agent under this Warrant without any furtheract. Any such successor warrant agent shall promptly cause notice of its succession as warrantagent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s lastaddress as shown on the Warrant Register.     15. Registration of Warrant Shares. The Warrant Shares shall be entitled to“piggy-back” registration rights as set forth in the Registration Rights Agreement.     16. Miscellaneous.          (a) Subject to the restrictions on transfer set forth on the first page hereof, this Warrantmay be assigned by the Holder. This Warrant may not be assigned by the Company, except to asuccessor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure tothe benefit of the parties hereto and their respective successors and assigns. Subject to thepreceding sentence, nothing in this Warrant shall be construed to give to any Person other than theCompany and the Holder any legal or equitable right, remedy or cause of action under this Warrant.          (b) The Company will not, by amendment of its governing documents or through anyreorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securitiesor any other voluntary action, seek to call or redeem this Warrant or avoid or seek to avoid theobservance or performance of any of the terms of this Warrant, but will at all times in good faithassist in the carrying out of all such terms and in the taking of all such action as may benecessary or appropriate in order to protect the rights of the Holder against dilution or otherimpairment. Without limiting the generality of the foregoing, the Company (i) will not increasethe par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) willtake all such action as may be reasonably necessary or appropriate in order that the Company mayvalidly and legally issue fully paid and nonassessable Warrant Shares, free from all taxes, liens,security interests, encumbrances, preemptive or similar rights and charges of stockholders (otherthan those imposed by the Holders), on the exercise of the Warrant, and (iii) will not close itsstockholder books or records in any manner which interferes with the timely exercise of thisWarrant.          (c) Remedies; Specific Performance. The Company acknowledges and agrees that therewould be no adequate remedy at law to the Holder of this Warrant in the event of any default orthreatened default by the Company in the performance of or compliance with any of the terms of thisWarrant and accordingly, the Company agrees that, in addition to any other remedy to which theHolder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specificperformance of the obligations of the Company under this Warrant, without the posting of any bond,in accordance with the terms and conditions of this Warrant in any court of the United States orany State thereof having jurisdiction, and if any action should be brought in equity to enforce anyof the provisions of this Warrant, the Company shall not raise the defense that there is anadequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holderhereof in exercising any right or remedy accruing upon any such breach shall not impair the rightor remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall beexclusive of any other remedy. All available remedies shall be cumulative.
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          (d) Amendments and Waivers. The Company may, without the consent of the Holders, bysupplemental agreement or otherwise, (i) make any changes or corrections in this Agreement that arerequired to cure any ambiguity or to correct or supplement any provision herein which may bedefective or inconsistent with any other provision herein or (ii) add to the covenants andagreements of the Company for the benefit of the Holders (including, without limitation, reduce theExercise Price or extend the Expiration Date), or surrender any rights or power reserved to orconferred upon the Company in this Agreement; provided that, in the case of (i) or (ii), suchchanges or corrections shall not adversely affect the interests of Holders of then outstandingWarrants in any material respect. This Warrant may also be amended or waived with the consent ofthe Company and the Holder. Further, the Company may, with the consent, in writing or at ameeting, of the Holders (the “**Required Holders**”) of the then outstanding Warrants exercisable for amajority or greater of the Common Stock eligible under such Warrants, amend in any way, bysupplemental agreement or otherwise, this Warrant and/or all of the outstanding Warrants; provided,however, that (i) no such amendment by its express terms shall adversely affect any Holderdifferently than it affects all other Holders, unless such Holder consents thereto, and (ii) nosuch amendment concerning the number of Warrant Shares or Exercise Price shall be made unless anyHolder who will be affected by such amendment consents thereto. If a new warrant agent isappointed by the Company, it shall at the request of the Company, and without need of independentinquiry as to whether such supplemental agreement is permitted by the terms of this