TO COMPLY
WITH ANY PROVISION OF THIS WARRANT, WHICH RESULTS IN ANY MATERIAL DAMAGES TO THE
HOLDER, THE COMPANY SHALL PAY TO HOLDER SUCH AMOUNTS AS SHALL BE SUFFICIENT TO
COVER ANY COSTS AND EXPENSES
8
INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, INCLUDING THOSE OF
APPELLATE PROCEEDINGS, INCURRED BY HOLDER IN COLLECTING ANY AMOUNTS DUE PURSUANT
HERETO OR IN OTHERWISE ENFORCING ANY OF ITS RIGHTS, POWERS OR REMEDIES
HEREUNDER.
(C)
NOTICES.
ANY AND ALL NOTICES OR OTHER
COMMUNICATIONS OR DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF
(I) THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA
FACSIMILE AT THE FACSIMILE NUMBER SPECIFIED ON THE SIGNATURE PAGES ATTACHED
HERETO PRIOR TO 6:30 P.M. (NEW YORK CITY TIME) ON A TRADING DAY, (II) THE NEXT
TRADING DAY AFTER THE DATE OF TRANSMISSION, IF SUCH NOTICE OR COMMUNICATION IS
DELIVERED VIA FACSIMILE AT THE FACSIMILE NUMBER ON THE SIGNATURE PAGES ATTACHED
HERETO ON A DAY THAT IS NOT A TRADING DAY OR LATER THAN 6:30 P.M. (NEW YORK CITY
TIME) ON ANY TRADING DAY, (III) THE TRADING DAY FOLLOWING THE DATE OF MAILING,
IF SENT BY U.S. NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OR (IV) UPON
ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS REQUIRED TO BE GIVEN.
THE
ADDRESS FOR SUCH NOTICES AND COMMUNICATIONS SHALL BE AS SET FORTH ON THE
SIGNATURE PAGES ATTACHED HERETO OR TO THE PURCHASE AGREEMENT PURSUANT TO WHICH
THIS WARRANT WAS PURCHASED.
(D)
LIMITATION OF LIABILITY.
NO PROVISION
HEREOF, IN THE ABSENCE OF ANY AFFIRMATIVE ACTION BY HOLDER TO EXERCISE THIS
WARRANT OR PURCHASE WARRANT SHARES, AND NO ENUMERATION HEREIN OF THE RIGHTS OR
PRIVILEGES OF HOLDER, SHALL GIVE RISE TO ANY LIABILITY OF HOLDER FOR THE
PURCHASE PRICE OF ANY COMMON STOCK OR AS A STOCKHOLDER OF THE COMPANY, WHETHER
SUCH LIABILITY IS ASSERTED BY THE COMPANY OR BY CREDITORS OF THE COMPANY.
(E)
REMEDIES.
HOLDER, IN ADDITION TO BEING
ENTITLED TO EXERCISE ALL RIGHTS GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES,
WILL BE ENTITLED TO SPECIFIC PERFORMANCE OF ITS RIGHTS UNDER THIS WARRANT.
THE
COMPANY AGREES THAT MONETARY DAMAGES WOULD NOT BE ADEQUATE COMPENSATION FOR ANY
LOSS INCURRED BY REASON OF A BREACH BY IT OF THE PROVISIONS OF THIS WARRANT AND
HEREBY AGREES TO WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE THAT A
REMEDY AT LAW WOULD BE ADEQUATE.
(F)
SUCCESSORS AND ASSIGNS.
SUBJECT TO
APPLICABLE SECURITIES LAWS, THIS WARRANT AND THE RIGHTS AND OBLIGATIONS
EVIDENCED HEREBY SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE
SUCCESSORS OF THE COMPANY AND THE SUCCESSORS AND PERMITTED ASSIGNS OF HOLDER.
THE PROVISIONS OF THIS WARRANT ARE INTENDED TO BE FOR THE BENEFIT OF ALL HOLDERS
FROM TIME TO TIME OF THIS WARRANT AND SHALL BE ENFORCEABLE BY ANY SUCH HOLDER OR
HOLDER OF WARRANT SHARES.
(G)
AMENDMENT.
THIS WARRANT MAY BE MODIFIED OR
AMENDED OR THE PROVISIONS HEREOF WAIVED