TO THE WARRANTHOLDER
OR ANY PERMITTED ASSIGN IN THE EVENT THAT SUCH WARRANTHOLDER OR PERMITTED
ASSIGN, UPON THE EXERCISE OF ALL OR A PORTION OF THIS WARRANT, BENEFICIALLY OWNS
MORE THAN 9.99% OF THE OUTSTANDING SHARES OF COMMON STOCK FOLLOWING EXERCISE.
(B)
THE WARRANTHOLDER AGREES THAT THE
WARRANTHOLDER WILL NOT, AND WILL USE REASONABLE EFFORTS TO CAUSE ITS AFFILIATES
NOT TO, PURCHASE OR ACQUIRE ANY BENEFICIAL INTEREST IN ANY SHARE OF COMMON STOCK
OF THE COMPANY AFTER THE DATE HEREOF OTHER THAN PURSUANT TO THE SECURITIES
PURCHASE AGREEMENT OR ANY WARRANT ISSUED PURSUANT TO THE SECURITIES PURCHASE
AGREEMENT HELD BY ANY WARRANTHOLDER AFFILIATE, IF SUCH PURCHASE OR ACQUISITION
WOULD BE REASONABLY LIKELY, TAKING INTO ACCOUNT FACTORS SUCH AS THE THEN-CURRENT
CLOSING SALE PRICE OF THE COMPANY'S COMMON STOCK, TO LIMIT THE ABILITY OF THE
COMPANY TO CAUSE A MANDATORY EXERCISE OF THIS WARRANT IN FULL PURSUANT TO
SECTION 3(B) HEREOF.
FOR PURPOSES HEREOF, "REASONABLE EFFORTS" SHALL MEAN THAT
THE WARRANTHOLDER PLACES THE COMPANY'S COMMON STOCK ON ITS WATCH LIST OR
RESTRICTED LIST FOR EMPLOYEES AND ENTITIES CONTROLLED BY OR UNDER COMMON CONTROL
WITH THE WARRANTHOLDER.
WARRANTHOLDER SHALL TAKE SUCH ACTIONS AS MAY BE
REASONABLY NECESSARY TO ENFORCE COMPLIANCE WITH THE RESTRICTIONS IMPOSED BY ITS
WATCH LIST AND RESTRICTED LIST.
10.
NOTICE.
ANY NOTICES REQUIRED OR PERMITTED
TO BE GIVEN UNDER THE TERMS OF THIS WARRANT MUST BE SENT BY CERTIFIED OR
REGISTERED MAIL (RETURN RECEIPT REQUESTED) OR DELIVERED PERSONALLY OR BY COURIER
(INCLUDING A RECOGNIZED OVERNIGHT DELIVERY SERVICE) OR BY FACSIMILE AND WILL BE
EFFECTIVE FIVE (5) DAYS AFTER BEING PLACED IN THE MAIL, IF MAILED BY REGULAR
U.S. MAIL, OR UPON RECEIPT, IF DELIVERED PERSONALLY, BY COURIER (INCLUDING A
RECOGNIZED OVERNIGHT DELIVERY SERVICE) OR BY FACSIMILE, IN EACH CASE ADDRESSED
TO A PARTY.
THE ADDRESSES FOR SUCH COMMUNICATIONS ARE:
7
If to the Company:
Chief Financial Officer
Sonus Pharmaceuticals, Inc.
22026 20th Avenue S.E.
Bothell, Washington 98021
fax
(425) 489-0626
If to a Warrantholder:
to the address set forth immediately below the
Warrantholder's name on the signature pages hereto.
Each party will provide written notice to the other parties of any change in its
address.
11.
APPLICABLE LAW.
THIS WARRANT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES THEREUNDER.
12.
ENTIRE AGREEMENT.
THIS WARRANT, THE
EXHIBITS AND SCHEDULES HERETO, AND THE DOCUMENTS REFERRED TO HEREIN, CONSTITUTE
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS
AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
13.
WAIVER; CONSENT.
THIS WARRANT MAY NOT BE
CHANGED, AMENDED, TERMINATED, AUGMENTED, RESCINDED OR DISCHARGED (OTHER THAN BY
PERFORMANCE), IN WHOLE OR IN PART, EXCEPT BY A WRITING EXECUTED BY THE PARTIES
HERETO, AND NO WAIVER OF ANY OF THE PROVISIONS OR CONDITIONS OF THIS WARRANT OR
ANY OF THE RIGHTS OF A PARTY HERETO SHALL