Exhibit 4.4
     **THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY STATE SECURITIES COMMISSION,AND MAY NOT BE TRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENTWHICH IS EFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS,IMMEDIATELY PRIOR TO THE TIME SET FOR TRANSFER, THE HOLDER PROVIDES A REASONABLY ACCEPTABLE LEGALOPINION TO THE COMPANY THAT SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACTAND OTHER APPLICABLE STATE LAWS AND RULES.**
**SERVICEWARE TECHNOLOGIES, INC.**
**WARRANT**
WarrantNo. 2005-_________                                                                                                                                     Dated: February 8, 2005
     ServiceWare Technologies, Inc., a Delaware corporation (the “***Company***”), hereby certifies that,for value received, ____________or its registered assigns (including permittedtransferees, the “***Holder***”), is entitled to purchase from the Company up to a total of___________shares (as adjusted from time to time as provided in Section9) of Common Stock (as defined below) (each such share, a “***Warrant Share***” and all such shares,the “***Warrant Shares***”) at an exercise price equal to $7.20 per share (as adjusted from time to timeas provided in Section 9, the “***Exercise Price***”), at any time and from time to time on orafter the Original Issue Date (as defined below) through and including January 30, 2009 (the“***Expiration Date***”), and subject to the following terms and conditions. This Warrant is one of aseries of similar warrants (the “***Warrants***”) issued pursuant to that certain Amended and RestatedAgreement and Plan of Merger, dated as of February 8, 2005, by and among the Company, Kanisa Inc.,a Delaware corporation (“***Kanisa***”) and SVCW Acquisition, Inc., a Delaware corporation (the “***MergerAgreement***”), providing for the issuance of Common Stock and Warrants by the Company to certainstockholders of Kanisa, and subject to that certain Registration Rights Agreement, dated as ofFebruary 8, 2005, by the among the Company and the parties thereto (the “***Registration RightsAgreement***”).
     1. Definitions. The capitalized terms used herein and not otherwise defined shallhave the meanings set forth below:
          “***Affiliate***” of any specified Person means any other person or entity directly or indirectlycontrolling, controlled by or under direct or indirect common control with such specified Person.For purposes of this definition, “***control***” means the power to direct the management and policies ofsuch Person or firm, directly or indirectly, whether through the ownership of voting securities, bycontract or otherwise.

 

          “***Common Stock***” means the common stock of the Company, $0.01 par value per share, asconstituted on the Original Issue Date.
          “***Company Offer***” means any tender offer (including exchange offer), as amended from time totime, made by the Company or any of its subsidiaries for the purchase (including the acquisitionpursuant to an exchange offer) of all or any portion of the outstanding shares of Common Stock,except as permitted pursuant to Rule 10b-18 promulgated under the Exchange Act.
          “***Eligible Market***” means any of the New York Stock Exchange, the American Stock Exchange orNasdaq.
          “***Exchange Act***” means the Securities Exchange Act of 1934, as amended.
          “***Market Price***” shall mean
          (i) if the principal trading market for such securities is an exchange, the average of thelast reported sale prices per share for the last five previous Trading Days in which a sale wasreported, as officially reported on any consolidated tape,
          (ii) if clause (i) is not applicable, the average of the closing bid price per share for thelast five previous Trading Days as set forth by Nasdaq or on the OTC Bulletin Board, or
          (iii) if clauses (i) and (ii) are not applicable, the average of the closing bid price pershare for the last five previous Trading Days as set forth in the National Quotation Bureau sheetlisting for such securities.
          Notwithstanding the foregoing, if there is no reported sales price or closing bid price, asthe case may be, on any of the ten Trading Days preceding the event requiring a determination ofMarket Price hereunder, then the Market Price shall be determined in good faith by resolution ofthe Board of Directors of the Company, based on the best information available to it.
          “***Nasdaq***” means the Nasdaq SmallCap Market or Nasdaq National Market.
          “***Original Issue Date***” means February 8, 2005.
          “***Other Securities***” refers to any capital stock (other than Common Stock) and other securitiesof the Company or any other Person which the Holder of this Warrant at any time shall be entitledto receive, or shall have received, upon the exercise of this Warrant, in lieu of or in addition toCommon Stock, or which at any time shall be issuable or shall have been issued in exchange for orin replacement of Common Stock or Other Securities pursuant to Section 9 hereof orotherwise.
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          “***Person***” means any court or other federal, state, local or other governmentalauthority or other individual or corporation, partnership, trust, incorporated orunincorporated association, joint venture, limited liability company, joint stock company,government (or an agency or subdivision thereof) or other entity of any kind.
          “***Registration Statement***” shall mean a registration statement under the Securities Act filed bythe Company and declared effective by the Securities and Exchange Commission registering the resaleof Warrant Shares by the Holder.
          “***Trading Day***” means (a) any day on which the Common Stock is listed or quoted and traded onany Eligible Market or (b) if the Common Stock is not then quoted and traded on any EligibleMarket, then a day on which trading occurs on the OTC Bulletin Board (or any successor thereto).
          “***Transfer Agent***” shall mean American Stock Transfer & Trust Company or such other Person asthe Company may appoint from time to time.
          “***Warrant Shares***” shall initially mean shares of Common Stock and in addition may include OtherSecurities and Distributed Property (as defined in Section 9(e)) issued or issuable fromtime to time upon exercise of this Warrant.
     2. Registration of Warrant. The Company shall register this Warrant, upon records tobe maintained by the Company for that purpose (the “***Warrant Register***”), in the name of the recordHolder hereof from time to time. The Company may deem and treat the registered Holder of thisWarrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution tothe Holder, and for all other purposes, absent actual notice to the contrary.
     3. Registration of Transfers. The Company shall register the transfer of any portionof this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form ofAssignment attached hereto as Appendix A duly completed and signed, to the Company at itsaddress specified herein. Upon any such registration and transfer, a new warrant in substantiallythe form of a Warrant (any such new warrant, a “***New Warrant***”), evidencing the portion of thisWarrant so transferred shall be issued to the transferee and a New Warrant evidencing the remainingportion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by suchtransferee of all of the rights and obligations of a holder of a Warrant.
     4. Exercise and Duration of Warrant.
          (a) This Warrant shall be exercisable by the registered Holder at any time and from time totime on and after the Original Issue Date through and including the Expiration Date. At 5:00 P.M.,New York City time on the Expiration Date, the portion of this Warrant not exercised prior theretoshall be and become 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 as Appendix B (the “***Exercise Notice***”),
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          appropriately completed and duly signed, and (ii) payment of the Exercise Price for the numberof Warrant Shares as to which this Warrant is being exercised (as set forth in Section 4(c)below), and the date such items are received by the Company is an “***Exercise Date***.” Execution anddelivery of the Exercise Notice shall have the same effect as cancellation of the original Warrantand issuance of a New Warrant evidencing the right to purchase the remaining number of WarrantShares.
          (c) The Holder shall pay the Exercise Price (i) in cash or by certified bank check payable tothe order of the Company or (ii) if at any time on or after the Original Issue Date (x) there is noeffective Registration Statement registering the resale of the Warrant Shares by the Holder and (y)the Market Price exceeds the Exercise Price, by means of a “cashless exercise”, by presenting andsurrendering to the Company this Warrant, in which event the Company shall issue to the Holder thenumber 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 Warrant is beingexercised.   A = the Market Price on the Exercise Date.   B = the Exercise Price
          (d) If an exercise of this Warrant is to be made in connection with a registered publicoffering or sale of the Company, such exercise may, at the election of the Holder, be conditionedon the consummation of the public offering or sale of the Company, in which case such exerciseshall not be deemed effective until the consummation of such transaction.
     5. Delivery of Warrant Shares.
          (a) Upon exercise of this Warrant, the Company shall promptly issue or cause to be issued anddeliver or cause to be delivered to the Holder, in such name or names as the Holder may designate,a certificate for the Warrant Shares issuable upon such exercise bearing the following restrictivelegend:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY STATE SECURITIES COMMISSION AND MAY NOT BETRANSFERRED OR DISPOSED OF BY THE HOLDER IN THE ABSENCE OF A REGISTRATION STATEMENT WHICH ISEFFECTIVE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS AND RULES, OR, UNLESS, IMMEDIATELYPRIOR
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TO THE TIME SET FOR TRANSFER, THE HOLDER PROVIDES A REASONABLY ACCEPTABLE OPINION TO THE COMPANYTHAT SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT AND OTHER APPLICABLESTATE LAWS AND RULES.”
          (b) The Holder, or any Person so designated by the Holder to receive the Warrant Shares, shallbe deemed to have become holder of record of such Warrant Shares as of the Exercise Date.
          (c) 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.
     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 orWarrant in a name other than that of the Holder. The Holder shall be responsible for all other taxliability that may arise as a result of holding or transferring this Warrant or receiving WarrantShares upon exercise hereof.
     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 in substitution for this Warrant, a New Warrant, but onlyupon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destructionand customary and reasonable indemnity, if requested.
     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, the number of Warrant Shares which are then issuableand deliverable upon the exercise of this entire Warrant, free from all taxes, liens, claims,encumbrances with respect to the issuance of such Warrant Shares and will not be subject to anypre-emptive rights or similar rights (taking into account the adjustments and restrictions ofSection 9 hereof). The Company covenants that all Warrant Shares so issuable anddeliverable shall, upon issuance and the payment of the applicable Exercise Price in accordancewith the terms hereof, be duly and validly authorized, issued, fully paid and nonassessable. TheCompany will take all such action as may be necessary to assure that such shares of Common Stockmay be issued as provided herein without violation of any applicable law or regulation, or of anyrequirements of any securities exchange or automated quotation system upon which the Common Stockmay be listed or quoted, as the case may be.
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     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*. If the Company, at any time while this Warrant is outstanding, pays adividend on its Common Stock payable in additional shares of Common Stock or otherwise makes adistribution on any class of capital stock that is payable in shares of Common Stock, then in eachsuch case the Exercise Price shall be multiplied by a fraction, (A) the numerator of which shall bethe number of shares of Common Stock outstanding immediately prior to the opening of business onthe day after the record date for the determination of stockholders entitled to receive suchdividend or distribution and (B) the denominator of which shall be the number of shares of CommonStock outstanding immediately after such event. Any adjustment made pursuant to this Section9(a) shall become effective immediately after the record date for the determination ofstockholders entitled to receive such dividend or distribution.
          (b) *Stock Splits*. If the Company, at any time while this Warrant is outstanding, (i)subdivides outstanding shares of Common Stock into a larger number of shares, or (ii) combinesoutstanding shares of Common Stock into a smaller number of shares, then in each such case theExercise Price shall be multiplied by a fraction, (A) the numerator of which shall be the number ofshares of Common Stock outstanding immediately before such event and (B) the denominator of whichshall be the number of shares of Common Stock outstanding immediately after such event. Anyadjustment pursuant to this Section 9(b) shall become effective immediately after theeffective date of such subdivision or combination.
          (c) *Reclassifications*. A reclassification of the Common Stock (other than any suchreclassification in connection with a merger or consolidation to which Section 9(f)applies) into shares of any other class of stock shall be deemed:
                    (i) a distribution by the Company to the holders of its Common Stock of such shares of suchother class of stock for the purposes and within the meaning of this Section 9; and
                    (ii) if the outstanding shares of Common Stock shall be changed into a larger or smallernumber of shares of Common Stock as part of such reclassification, such change shall be deemed asubdivision or combination, as the case may be, of the outstanding shares of Common Stock for thepurposes and within the meaning of Section 9(b).
          (d) *Self-Tender Offers*. In the event, at any time or from time to time after the OriginalIssue Date while the Warrants remain outstanding and unexpired, in whole or in part, a CompanyOffer shall be made and expire, then and in each such event the Exercise Price in effectimmediately prior to close of business on the date of the last time (the “***Expiration Time***”) tenderscould have been made pursuant to such Company Offer shall be decreased by multiplying such ExercisePrice by a fraction (not to be greater than 1):
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                    (i) the numerator of which shall be equal to (A) the product of (1) the Market Price per shareof the Common Stock on the date of the Expiration Time and (2) the number of shares of Common Stockoutstanding (including any tendered shares) at the Expiration Time less (B) the fair market value(as determined in good faith by the Board of Directors of the Company) of the aggregateconsideration payable to stockholders based on the acceptance (up to any maximum specified in theterms of the Company Offer) of all shares validly tendered and not withdrawn as of the ExpirationTime (the shares deemed so accepted, up to any maximum amount provided for in connection with suchCompany Offer, being referred to as the “***Purchased Shares***”); and
                    (ii) the denominator of which shall be equal to the product of (A) the Market Price per shareof the Common Stock on the date of the Expiration Time and (B) the number of shares of Common Stockoutstanding (including any tendered shares) on the Expiration Time less the number of PurchasedShares.
          Any adjustment under this Section 9(d) shall become effective immediately prior to theopening of business on the day after the Expiration Time.
          (e) *Other Distributions*. If the Company, at any time while this Warrant is outstanding,distributes to holders of Common Stock (i) evidences of its indebtedness, (ii) any security (otherthan a distribution of Common Stock covered by Section 9(a)), (iii) rights or warrants tosubscribe for or purchase any security or (iv) any other asset (in each case, “***DistributedProperty***”), then in each such case the Exercise Price in effect immediately prior to the recorddate fixed for determination of stockholders entitled to receive such distribution (and theExercise Price thereafter applicable) shall be adjusted (effective on and after such record date)to equal the product of such Exercise Price multiplied by a fraction, (A) the numerator of whichshall be Market Price on such record date less the then fair market value per share of theDistributed Property distributed in respect of one outstanding share of Common Stock, which, if theDistributed Property is other than cash or marketable securities, shall be as determined in goodfaith by the Board of Directors of the Company, and (B) the denominator of which shall be theMarket Price on such record date.
          (f) *Fundamental Transactions.*If, at any time while this Warrant is outstanding, (i) theCompany effects any merger or consolidation of the Company with or into another Person, (ii) theCompany effects any sale of all or substantially all of its assets in one or a series of relatedtransactions or (iii) there shall occur any merger of another Person into the Company whereby theCommon Stock is cancelled, converted or reclassified into or exchanged for other securities, cashor property (in any such case, a “***Fundamental Transaction***”), then, as a condition to theconsummation of such Fundamental Transaction, the Company shall (or, in the case of any FundamentalTransaction in which the Company is not the surviving entity, the Company shall take all reasonablesteps to cause such other Person to) execute and deliver to each Holder of Warrants a writteninstrument providing that:
                    (x) so long as any Warrant remains outstanding on such terms and subject to such conditions asshall be nearly equivalent as may be practicable to the provisions set forth
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in this Warrant, each Warrant, upon the exercise thereof at any time on or after theconsummation of such Fundamental Transaction, shall be exercisable into, in lieu of Common Stockissuable upon such exercise prior to such consummation, the securities or other property (the“***Substituted Property***”) that would have been received in connection with such FundamentalTransaction by a holder of the number of shares of Common Stock into which such Warrant wasexercisable immediately prior to such Fundamental Transaction, assuming such holder of CommonStock:
                                        (A) is not a Person with which the Company consolidated or into which the Company merged orwhich merged into the Company or to which such sale or transfer was made, as the case may be (a“***Constituent Person***”), or an Affiliate of a Constituent Person; and
                                        (B) failed to exercise such Holder’s rights of election, if any, as to the kind or amount ofsecurities, cash and other property receivable in connection with such Fundamental Transaction(*provided, however*, that if the kind or amount of securities, cash or other property receivable inconnection with such Fundamental Transaction is not the same for each share of Common Stock heldimmediately prior to such Fundamental Transaction by a Person other than a Constituent Person or anAffiliate thereof and in respect of which such rights of election shall not have been exercised (a“***Non-Electing Share***”), then, for the purposes of this Section 9(f), the kind and amount ofsecurities, cash and other property receivable in connection with such Fundamental Transaction byeach Non-Electing Share shall be deemed to be the kind and amount so receivable per share by aplurality of the Non-Electing Shares); and
                              (y) the rights and obligations of the Company (or, in the event of a transaction in which theCompany is not the surviving Person, such other Person) and the Holders in respect of SubstitutedProperty shall be as nearly equivalent as may be practicable to the rights and obligations of theCompany and Holders in respect of Common Stock hereunder.
                    Such written instrument shall provide for adjustments which, for events subsequent to theeffective date of such written instrument, shall be as nearly equivalent as may be practicable tothe adjustments provided for in Section 9. The above provisions of this Section9(f) shall similarly apply to successive Fundamental Transactions.
                    (g) *Adjustment of Warrant Shares.*Simultaneously with any adjustment to the Exercise Pricepursuant to paragraphs (a) through (e) of this Section 9, the number of Warrant Shares thatmay be purchased upon exercise of this Warrant shall be increased or decreased proportionately, sothat after such adjustment the aggregate Exercise Price payable hereunder for the increased ordecreased number of Warrant Shares shall be the same as the aggregate Exercise Price payable forthe Warrant Shares immediately prior to such adjustment.
                    (h) *Calculations.*All calculations under this Section 9 shall be made to the nearestcent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stockoutstanding at any given time shall not include shares owned or held by or for the account of theCompany, and the disposition of any such shares shall be consideredan issue or sale of Common Stock.
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                    (i) *Adjustments*. Notwithstanding any provision of this Section 9, no adjustment ofthe Exercise Price shall be required if such adjustment is less than $0.01; *provided, however*, thatany adjustments which by reason of this Section 9(i) are not required to be made shall becarried forward and taken into account for purposes of any subsequent adjustment.
                    (j) *Notice of Adjustments.*Upon the occurrence of each adjustment pursuant to thisSection 9, the Company will promptly deliver to the Holder a certificate executed by theCompany’s Chief Financial Officer setting forth, in reasonable detail, the event requiring suchadjustment and the method by which such adjustment was calculated, the adjusted Exercise Price andthe adjusted number or type of Warrant Shares or other securities issuable upon exercise of thisWarrant (as applicable). The Company will retain at its office copies of all such certificates andcause the same to be available for inspection at said office during normal business hours by theHolder or any prospective purchaser of the Warrant designated by the Holder.
                    (k) *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, including,without limitation, any granting of rights or warrants to subscribe for or purchase any capitalstock of the Company or any subsidiary of the Company, (ii) authorizes, approves, enters into anyagreement contemplating, or solicits stockholder approval for, any Fundamental Transaction or (iii)authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, thenthe Company shall deliver to the Holder a notice describing the material terms and conditions ofsuch transaction at least 15 calendar days prior to the applicable record or effective date onwhich a Person would need to hold Common Stock in order to participate in or vote with respect tosuch transaction, and the Company will take all steps reasonably necessary in order to ensure thatthe Holder 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. 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 Company shall make a cash payment to the Holder equal to (a) such fraction multiplied by (b)the Market Price on the Exercise Date of one full Warrant Share.
     11. Restricted Securities. The Holder represents and warrants that it (i) understandsthat the Warrant and the Warrant Shares have not been registered under the Securities Act and (ii)understands the restrictions set forth on the legend printed on the face of this Warrant.
     12. Listing on Securities Exchanges; Registration Rights. In furtherance and not inlimitation of any other provision of this Warrant, if the Company at any time shall list any CommonStock on any Eligible Market, the Company will, at its expense, simultaneously list the WarrantShares (and maintain such listing) on such Eligible Market, upon official notice of
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issuance following the exercise of this Warrant; and the Company will so list, register andmaintain such listing on any Eligible Market any Other Securities, if and at the time that anysecurities of like class or similar type shall be listed on such Eligible Market by the Company.The Warrant Shares are also subject to and have registration rights under the Registration RightsAgreement.
     13. Remedies. The Company stipulates that the remedies at law of the Holder of thisWarrant in the event of any default or threatened default by the Company in the performance of orcompliance with any of the terms of this Warrant are not and will not be adequate, and that suchterms may be specifically enforced by a decree for the specific performance of any agreementcontained herein or by an injunction against a violation of any of the terms hereof or otherwise.
     14. Notices. Any and all notices or other communications or deliveries hereunder(including without limitation any Exercise Notice) shall be in writing and shall be mailed bycertified mail, return receipt requested, or by a nationally recognized courier service ordelivered (in person or by facsimile), against receipt to the party to whom such notice or othercommunication is to be given. The address for such notices or communications shall be as set forthin the Merger Agreement for notices to the Company and as set forth on the Warrant Register fornotices to the Holder. Any notice or other communication given by means permitted by thisSection 14 shall be deemed given at the time of receipt thereof.
     15. 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 Person into whichany new warrant agent may be merged, any Person resulting from any consolidation to which any newwarrant agent shall be a party or any Person to which any new warrant agent transfers substantiallyall of its corporate trust or shareholders services business shall be a successor warrant agentunder this Warrant without any further act. Any such successor warrant agent shall promptly causenotice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) tothe Holder at the Holder’s last address as shown on the Warrant Register.
     16. Miscellaneous. (a) The terms and conditions of this Warrant will inure to thebenefit of and be binding upon the respective successors and permitted assigns of the parties. TheCompany shall not assign this Warrant or any rights or obligations hereunder without the priorwritten consent of the Holder, except to a successor in the event of a Fundamental Transaction.This Warrant may be assigned by the Holder, provided that such transfer is in compliance with theterms and provisions of this Warrant and permitted by federal and state securities laws. ThisWarrant may be amended only in writing signed by the Company and the Holder and their successorsand assigns.
          (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, avoid or seek to avoid the observance or performance of any of theterms of this Warrant, but will at all times in good faith assist in the carrying out of all
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such terms and in the taking of all such action as may be necessary or appropriate in order toprotect the rights of the Holder against impairment. Without limiting the generality of theforegoing, the Company (i) will not increase the par value of any Warrant Shares above the amountpayable therefor upon exercise thereof, (ii) will take all such action as may be reasonablynecessary or appropriate in order that the Company may validly and legally issue fully paid andnonassessable Warrant Shares on the exercise of this Warrant, free from all taxes, liens, claimsand encumbrances and (iii) will not close its shareholder books or records in any manner whichinterferes with the timely exercise of this Warrant.
          (c) This Warrant shall be governed by and construed and enforced in accordance with the lawsof the State of Delaware without regard to conflicts of laws principles thereof. THE PARTIESHEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.
          (d) Neither party shall be deemed in default of any provision of this Warrant, to the extentthat performance of its obligations or attempts to cure a breach hereof are delayed or prevented byany event reasonably beyond the control of such party, including, without limitation, war,hostilities, acts of terrorism, revolution, riot, civil commotion, national emergency, strike,lockout, unavailability of supplies, epidemic, fire, flood, earthquake, force of nature, explosion,embargo, or any other Act of God, or any law, proclamation, regulation, ordinance, or other act ororder of any court, government or governmental agency, provided that such party gives the otherparty written notice thereof promptly upon discovery thereof and uses reasonable efforts to cure ormitigate the delay or failure to perform.
          (e) The headings herein are for convenience only, do not constitute a part of this Warrant andshall not be deemed to limit or affect any of the provisions hereof.
          (f) In case any one or more of the provisions of this Warrant shall be deemed invalid orunenforceable in any respect, the validity and enforceability of the remaining terms and provisionsof this Warrant shall not in any way be affected or impaired thereby and the parties will attemptin good faith to agree upon a valid and enforceable provision which shall be a commerciallyreasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provisionin this Warrant.
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