service in accordance with clause (i),
(ii) or (iii) above, respectively.
SECTION 12.
DATE. THE DATE OF THIS WARRANT
IS SET FORTH ON PAGE 1 HEREOF. THIS WARRANT, IN ALL EVENTS, SHALL BE WHOLLY VOID
AND OF NO EFFECT AFTER THE CLOSE OF BUSINESS ON THE EXPIRATION DATE, EXCEPT THAT
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, THE PROVISIONS OF
SECTION 8(B) 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.
15
SECTION 13.
AMENDMENT AND WAIVER. EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE PROVISIONS OF THE 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 HOLDERS OF WARRANTS REPRESENTING AT A MAJORITY
OF THE WARRANT
SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS THEN OUTSTANDING; PROVIDED THAT,
EXCEPT FOR SECTION 8(D), NO SUCH ACTION MAY INCREASE THE WARRANT EXERCISE PRICE
OR DECREASE THE NUMBER OF SHARES OR CLASS OF STOCK OBTAINABLE UPON EXERCISE OF
ANY WARRANT WITHOUT THE WRITTEN CONSENT OF THE HOLDER OF SUCH WARRANT.
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. THE CORPORATE LAWS OF THE STATE OF NEW JERSEY SHALL GOVERN ALL ISSUES
CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL OTHER
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
JERSEY, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION
OR RULE (WHETHER OF THE STATE OF NEW JERSEY OR ANY OTHER JURISDICTIONS) THAT
WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE
STATE OF NEW JERSEY. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY,
SITTING IN NEWARK, NEW JERSEY FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR THEREWITH, OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH
NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY