EXPIRATION DATE, AND (II) AN ORGANIC
CHANGE.
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, THE PROVISIONS OF
SECTION 7 SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER SUCH DATE AS TO ANY
WARRANT SHARES OR OTHER SECURITIES ISSUED UPON THE EXERCISE OF THIS WARRANT.
SECTION 13.
AMENDMENT AND WAIVER.
EXCEPT
AS OTHERWISE PROVIDED HEREIN, THE PROVISIONS OF THIS WARRANTS MAY BE AMENDED AND
THE COMPANY MAY TAKE ANY ACTION HEREIN PROHIBITED, OR OMIT TO PERFORM ANY ACT
HEREIN REQUIRED TO BE PERFORMED BY IT, ONLY IF THE COMPANY HAS OBTAINED THE
WRITTEN CONSENT OF THE HOLDER.
SECTION 14.
DESCRIPTIVE HEADINGS; GOVERNING
LAW.
THE DESCRIPTIVE HEADINGS OF THE SEVERAL SECTIONS AND PARAGRAPHS OF THIS
WARRANT ARE INSERTED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE A PART OF THIS
WARRANT.
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND
INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF
LAW PROVISION OR RULE (WHETHER OF THE STATE OF MINNESOTA OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF MINNESOTA.
SECTION 15.
EXPENSES.
THE HOLDER AND ITS
AFFILIATES AND ANY OF THEIR SUCCESSORS, ASSIGNS OR TRANSFEREES, SHALL BE SOLELY
RESPONSIBLE FOR ANY FEES AND EXPENSES INCURRED BY THEM IN CONNECTION WITH
EXERCISING THEIR RIGHTS UNDER THIS WARRANT.
SECTION 16.
RULES OF CONSTRUCTION.
UNLESS
THE CONTEXT OTHERWISE REQUIRES, (A) ALL REFERENCES TO ARTICLES, SECTIONS,
SCHEDULES OR EXHIBITS ARE TO ARTICLES, SECTIONS, SCHEDULES OR EXHIBITS CONTAINED
IN OR ATTACHED TO THIS WARRANT, (B) WORDS IN THE SINGULAR OR PLURAL INCLUDE THE
SINGULAR AND PLURAL AND PRONOUNS STATED IN EITHER THE MASCULINE, THE FEMININE OR
NEUTER GENDER SHALL INCLUDE THE MASCULINE, FEMININE AND NEUTER, AND (C) THE USE
OF THE WORD "INCLUDING" IN THIS WARRANT SHALL BE BY WAY OF EXAMPLE RATHER THAN
LIMITATION.
SECTION 17.
SIGNATURES.
IN THE EVENT THAT
ANY SIGNATURE TO THIS WARRANT OR ANY AMENDMENT HERETO IS DELIVERED BY FACSIMILE
TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE, SUCH SIGNATURE
SHALL CREATE A VALID AND BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON WHOSE
BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME FORCE AND EFFECT AS IF SUCH
FACSIMILE OR ".PDF" SIGNATURE PAGE WERE AN ORIGINAL THEREOF.
NOTWITHSTANDING
THE FOREGOING, THE COMPANY SHALL BE OBLIGATED TO DELIVER TO THE HOLDER AN
ORIGINALLY EXECUTED WARRANT.
NO PARTY HERETO SHALL RAISE THE USE OF A FACSIMILE
MACHINE OR E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE TO DELIVER A
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SIGNATURE TO THIS WARRANT OR ANY AMENDMENT HERETO OR THE FACT THAT SUCH
SIGNATURE WAS TRANSMITTED OR COMMUNICATED THROUGH THE USE OF A FACSIMILE MACHINE
OR E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE AS A DEFENSE TO THE FORMATION OR
ENFORCEABILITY OF A CONTRACT, AND EACH PARTY HERETO FOREVER WAIVES ANY SUCH
DEFENSE.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the
date