A WARRANT IN THE FORM OF THE WARRANT TO PURCHASE UP TO 2,000,000 SHARES OF
COMMON STOCK AT AN EXERCISE PRICE OF $0.30 PER SHARE.
5.3.
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS MADE HEREIN SHALL SURVIVE ANY INVESTIGATION MADE BY THE
HOLDERS AND FOR ONE YEAR AFTER THE DATE OF THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
ALL STATEMENTS AS TO FACTUAL MATTERS CONTAINED IN ANY
CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY OR ON BEHALF OF THE COMPANY
PURSUANT HERETO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
DEEMED TO BE REPRESENTATIONS AND WARRANTIES BY THE COMPANY HEREUNDER SOLELY AS
OF THE DATE OF SUCH CERTIFICATE OR INSTRUMENT, UNLESS OTHERWISE SPECIFIED
THEREIN.
5.4.
SUCCESSORS.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, THE PROVISIONS HEREOF SHALL INURE TO THE BENEFIT OF, AND BE
BINDING UPON, THE SUCCESSORS, HEIRS, EXECUTORS AND ADMINISTRATORS OF THE PARTIES
HERETO.
NO HOLDER MAY ASSIGN ITS RIGHTS HEREUNDER TO A COMPETITOR OF THE
COMPANY.
THE COMPANY MAY NOT ASSIGN ITS RIGHTS OR DELEGATE ITS OBLIGATIONS
HEREUNDER TO A THIRD PARTY WITHOUT OBTAINING THE CONSENT OF THE HOLDERS, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
5.5.
ENTIRE AGREEMENT.
THIS AGREEMENT, THE OTHER
EXCHANGE DOCUMENTS, THE EXHIBITS AND SCHEDULES HERETO AND THERETO AND THE OTHER
DOCUMENTS DELIVERED PURSUANT HERETO CONSTITUTE THE FULL AND ENTIRE UNDERSTANDING
AND AGREEMENT BETWEEN THE PARTIES WITH REGARD TO THE SUBJECTS HEREOF AND NO
PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER IN ANY MANNER BY ANY
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET
FORTH HEREIN AND THEREIN.
5.6.
OMITTED.
5.7.
AMENDMENTS AND WAIVERS.
THIS AGREEMENT MAY BE
AMENDED OR MODIFIED ONLY UPON THE WRITTEN CONSENT OF THE COMPANY AND SHAAR.
5.8.
DELAYS OR OMISSIONS.
IT IS AGREED THAT NO DELAY
OR OMISSION TO EXERCISE ANY RIGHT, POWER OR REMEDY ACCRUING TO ANY PARTY, UPON
ANY BREACH, DEFAULT OR NONCOMPLIANCE BY ANOTHER PARTY UNDER THIS AGREEMENT OR
THE OTHER EXCHANGE DOCUMENTS, SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY, NOR
SHALL IT BE CONSTRUED TO BE A WAIVER OF ANY SUCH BREACH, DEFAULT OR
NONCOMPLIANCE, OR ANY ACQUIESCENCE THEREIN, OR OF OR IN ANY SIMILAR BREACH,
DEFAULT OR NONCOMPLIANCE THEREAFTER OCCURRING.
ALL REMEDIES, EITHER UNDER THIS
AGREEMENT OR THE OTHER EXCHANGE DOCUMENTS, BY LAW OR OTHERWISE AFFORDED TO ANY
PARTY, SHALL BE CUMULATIVE AND NOT ALTERNATIVE.
5.9.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS
GIVEN OR MADE PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED
EFFECTIVELY GIVEN UPON THE EARLIER OF ACTUAL RECEIPT OR:
(A) PERSONAL DELIVERY
TO THE PARTY TO BE NOTIFIED, (B) WHEN SENT, IF SENT BY ELECTRONIC
MAIL OR FACSIMILE DURING NORMAL BUSINESS HOURS OF THE RECIPIENT, AND IF NOT SENT
DURING NORMAL BUSINESS HOURS, THEN ON THE RECIPIENT'S NEXT BUSINESS DAY,
(C) FIVE (5) DAYS AFTER HAVING BEEN SENT BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, OR (D) ONE (1) BUSINESS DAY AFTER DEPOSIT
WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER, FREIGHT PREPAID, SPECIFYING NEXT
BUSINESS DAY DELIVERY, WITH