AGREEMENT SHALL TERMINATE AT 5:00 P.M., EASTERN
TIME ON NOVEMBER 12, 2007. NOTWITHSTANDING THE FOREGOING, THIS AGREEMENT WILL
TERMINATE ON ANY EARLIER DATE IF ALL WARRANTS HAVE BEEN EXERCISED.
SECTION 20.
GOVERNING LAW; JURISDICTION AND VENUE.
THIS AGREEMENT AND EACH
WARRANT CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER
THE LAWS OF THE STATE OF NEVADA AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE, WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAWS.
SECTION 21.
TRANSFERABILITY AND NONNEGOTIABILITY OF WARRANT. THE WARRANTS MAY
NOT BE TRANSFERRED OR ASSIGNED IN WHOLE OR IN PART WITHOUT COMPLIANCE WITH ALL
APPLICABLE FEDERAL AND STATE SECURITIES LAWS BY THE TRANSFEROR AND THE
TRANSFEREE. SUBJECT TO COMPLIANCE WITH SUCH LAWS AND SECTION 23 BELOW, TITLE TO
THE WARRANTS MAY BE TRANSFERRED BY ENDORSEMENT (BY THE HOLDER EXECUTING THE
ASSIGNMENT FORM EXHIBITED TO THE WARRANT CERTIFICATE) AND DELIVERY IN THE SAME
MANNER AS A NEGOTIABLE INSTRUMENT TRANSFERABLE BY ENDORSEMENT AND DELIVERY.
SECTION 22.
EXCHANGE OF WARRANT UPON A TRANSFER.
ON SURRENDER OF THE WARRANT
CERTIFICATE FOR EXCHANGE, PROPERLY ENDORSED ON THE ASSIGNMENT FORM AND SUBJECT
TO THE PROVISIONS OF THIS AGREEMENT WITH RESPECT TO COMPLIANCE WITH APPLICABLE
SECURITIES LAWS AND WITH THE LIMITATIONS ON ASSIGNMENTS AND TRANSFERS AND
CONTAINED IN SECTION 21, THE COMPANY AT ITS EXPENSE SHALL ISSUE TO OR ON THE
ORDER OF THE HOLDER A NEW WARRANT CERTIFICATE OF LIKE TENOR, IN THE NAME OF THE
HOLDER OR AS THE HOLDER MAY DIRECT, FOR THE NUMBER OF SHARES ISSUABLE UPON
EXERCISE HEREOF.
SECTION 23.
COMPLIANCE WITH SECURITIES LAWS.
THE HOLDER AGREES THAT THE HOLDER
WILL NOT OFFER, SELL OR OTHERWISE DISPOSE OF THIS WARRANT OR ANY SHARES OF
COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF EXCEPT UNDER CIRCUMSTANCES THAT
WILL NOT RESULT IN A VIOLATION OF THE FEDERAL OR ANY STATE SECURITIES LAWS.
PRIOR TO ANY PROPOSED TRANSFER OF THIS WARRANT, THE HOLDER THEREOF SHALL GIVE
WRITTEN NOTICE TO THE COMPANY OF ITS INTENTION TO EFFECT SUCH TRANSFER.
EACH
SUCH NOTICE SHALL DESCRIBE THE MANNER OF THE PROPOSED TRANSFER AND, IF REQUESTED
BY THE COMPANY, SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT, WHEREUPON THE HOLDER SHALL BE ENTITLED TO
TRANSFER THIS WARRANT IN ACCORDANCE WITH THE TERMS OF ITS NOTICE; PROVIDED,
HOWEVER, THAT NO SUCH OPINION OF COUNSEL SHALL BE REQUIRED FOR A
15
TRANSFER TO ONE OR MORE PARTNERS OF THE TRANSFEROR (IN THE CASE OF A TRANSFEROR
THAT IS A PARTNERSHIP) OR TO AN AFFILIATED CORPORATION (IN THE CASE OF A
TRANSFEROR THAT IS A CORPORATION).
EACH WARRANT TRANSFERRED AS ABOVE PROVIDED
SHALL BEAR THE LEGEND SET FORTH AT THE BEGINNING OF THE FORM WARRANT
CERTIFICATES EXHIBITED HERETO AS EXHIBIT A AND B, AS THE CASE MAY BE .
SECTION 24.
BENEFITS OF THIS AGREEMENT.
NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO