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 LEAST TWO-THIRDS 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 CALIFORNIA 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 STATE AND FEDERAL COURTS SITTING IN
HUDSON COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF 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 MANNER PERMITTED BY LAW.
SECTION 15.
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,
IN ANY OTHER AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, 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 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