BANK OR ACCOUNTANT SHALL BE BOURNE BY THE PARTIES HERETO IN
INVERSE PROPORTION TO THE RESOLUTION OF THE DISCREPANCY THAT IS THE SUBJECT OF
THE DISPUTE.
13.
REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
THE REMEDIES
PROVIDED IN THIS WARRANT SHALL BE CUMULATIVE AND IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE UNDER THIS WARRANT OR ANY OTHER TRANSACTION DOCUMENT (AS
DEFINED IN THE SECURITIES PURCHASE AGREEMENT), AT LAW OR IN EQUITY (INCLUDING A
DECREE OF SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF), AND NOTHING
HEREIN SHALL LIMIT THE RIGHT OF THE HOLDER RIGHT TO PURSUE ACTUAL DAMAGES FOR
ANY FAILURE BY THE COMPANY TO COMPLY WITH THE TERMS OF THIS WARRANT. THE COMPANY
ACKNOWLEDGES THAT A BREACH BY IT OF ITS OBLIGATIONS HEREUNDER WILL CAUSE
IRREPARABLE HARM TO THE HOLDER AND THAT THE REMEDY AT LAW FOR ANY SUCH BREACH
MAY BE INADEQUATE.
THE COMPANY THEREFORE AGREES THAT, IN THE EVENT OF ANY SUCH
BREACH OR THREATENED BREACH, THE HOLDER SHALL BE ENTITLED, IN ADDITION TO ALL
OTHER AVAILABLE REMEDIES, TO AN INJUNCTION RESTRAINING ANY BREACH, WITHOUT THE
NECESSITY OF SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER SECURITY BEING
REQUIRED.
14.
TRANSFER.
THIS WARRANT MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED WITHOUT THE CONSENT OF THE COMPANY, SUBJECT TO APPLICABLE SECURITIES
LAWS.
15.
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS WARRANT, THE FOLLOWING TERMS
SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"APPROVED STOCK PLAN" MEANS ANY EMPLOYEE BENEFIT PLAN WHICH HAS
BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE COMPANY, PURSUANT TO WHICH THE
COMPANY'S SECURITIES MAY BE ISSUED TO EMPLOYEES, OFFICERS OR INDEPENDENT
DIRECTORS FOR SERVICES PROVIDED TO THE COMPANY.
(B)
"BLOOMBERG" MEANS BLOOMBERG FINANCIAL MARKETS.
(C)
"BUSINESS DAY" MEANS ANY DAY OTHER THAN SATURDAY, SUNDAY OR OTHER
DAY ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW YORK ARE AUTHORIZED OR REQUIRED
BY LAW TO REMAIN CLOSED.
(D)
"CLOSING BID PRICE" AND "CLOSING SALE PRICE" MEAN, FOR ANY
SECURITY AS OF ANY DATE, THE LAST CLOSING BID PRICE AND LAST CLOSING TRADE
PRICE, RESPECTIVELY, FOR SUCH SECURITY ON THE PRINCIPAL MARKET (AS DEFINED IN
THE SECURITIES PURCHASE AGREEMENT), AS REPORTED BY BLOOMBERG, OR, IF THE
PRINCIPAL MARKET BEGINS TO OPERATE ON AN EXTENDED HOURS BASIS AND DOES NOT
DESIGNATE THE CLOSING BID PRICE OR THE CLOSING TRADE PRICE, AS THE CASE MAY BE,
THEN THE LAST BID PRICE OR LAST TRADE PRICE, RESPECTIVELY, OF SUCH SECURITY
PRIOR TO 4:00 P.M., NEW YORK TIME, AS REPORTED BY BLOOMBERG, OR, IF THE
PRINCIPAL MARKET IS NOT THE PRINCIPAL SECURITIES EXCHANGE OR TRADING MARKET FOR
SUCH SECURITY, THE LAST CLOSING BID PRICE OR LAST TRADE PRICE, RESPECTIVELY, OF
SUCH SECURITY ON THE PRINCIPAL SECURITIES EXCHANGE OR TRADING MARKET WHERE SUCH
SECURITY IS LISTED OR TRADED AS REPORTED BY BLOOMBERG, OR IF THE FOREGOING DO
NOT APPLY, THE LAST CLOSING BID PRICE OR LAST TRADE PRICE, RESPECTIVELY, OF SUCH
SECURITY IN THE OVER-THE-COUNTER MARKET ON THE ELECTRONIC BULLETIN BOARD FOR
SUCH SECURITY AS REPORTED BY BLOOMBERG, OR, IF NO CLOSING