8.
NOTICES.
WHENEVER NOTICE IS REQUIRED
TO BE GIVEN UNDER THIS WARRANT, UNLESS OTHERWISE PROVIDED HEREIN, SUCH NOTICE
SHALL BE GIVEN IN ACCORDANCE WITH SECTION 9(F) OF THE SECURITIES PURCHASE
AGREEMENT.
THE COMPANY SHALL PROVIDE THE HOLDER WITH PROMPT WRITTEN NOTICE OF
ALL ACTIONS TAKEN PURSUANT TO THIS WARRANT, INCLUDING IN REASONABLE DETAIL A
DESCRIPTION OF SUCH ACTION AND THE REASON THEREFORE.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE COMPANY WILL GIVE WRITTEN NOTICE TO THE HOLDER
(I) PROMPTLY UPON ANY ADJUSTMENT OF THE EXERCISE PRICE OR NUMBER OF WARRANT
SHARES OR NUMBER OR KIND OF SECURITIES PURCHASABLE UPON EXERCISE OF THIS
WARRANT, SETTING FORTH IN REASONABLE DETAIL, AND CERTIFYING, THE FACTS REQUIRING
SUCH ADJUSTMENT AND THE CALCULATION OF SUCH ADJUSTMENT AND (II) AT LEAST FIFTEEN
DAYS PRIOR TO THE DATE ON WHICH THE COMPANY CLOSES ITS BOOKS OR TAKES A RECORD
(A) WITH RESPECT TO ANY DIVIDEND OR DISTRIBUTION UPON THE COMMON STOCK, (B) WITH
RESPECT TO ANY GRANTS, ISSUES OR SALES OF ANY OPTIONS, CONVERTIBLE SECURITIES OR
RIGHTS TO PURCHASE STOCK, WARRANTS, SECURITIES OR OTHER PROPERTY TO HOLDERS OF
COMMON STOCK OR (C) FOR DETERMINING RIGHTS TO VOTE WITH RESPECT TO ANY CHANGE OF
CONTROL (AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS), DISSOLUTION OR
LIQUIDATION, PROVIDED IN EACH CASE THAT SUCH INFORMATION SHALL BE MADE KNOWN TO
THE PUBLIC PRIOR TO OR IN CONJUNCTION WITH SUCH NOTICE BEING PROVIDED TO THE
HOLDER.
9.
AMENDMENT AND WAIVER.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE PROVISIONS OF THIS WARRANT 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 SPA WARRANTS REPRESENTING AT LEAST A MAJORITY OF THE
SHARES OF COMMON STOCK OBTAINABLE UPON EXERCISE OF THE SPA WARRANTS THEN
OUTSTANDING; PROVIDED THAT NO SUCH ACTION MAY INCREASE THE EXERCISE PRICE OF ANY
SPA WARRANT OR DECREASE THE NUMBER OF SHARES OR CLASS OF STOCK OBTAINABLE UPON
EXERCISE OF ANY SPA WARRANT WITHOUT THE WRITTEN CONSENT OF THE HOLDER.
NO SUCH
AMENDMENT SHALL BE EFFECTIVE TO THE EXTENT THAT IT APPLIES TO LESS THAN ALL OF
THE HOLDERS OF THE SPA WARRANTS THEN OUTSTANDING.
10.
GOVERNING LAW.
THIS WARRANT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS WARRANT SHALL BE
GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW YORK.
8
11.
CONSTRUCTION; HEADINGS.
THIS WARRANT SHALL
BE DEEMED TO BE JOINTLY DRAFTED BY THE COMPANY AND ALL THE PURCHASERS AND SHALL
NOT BE CONSTRUED AGAINST ANY PERSON AS THE DRAFTER HEREOF.
THE HEADINGS OF THIS
WARRANT ARE FOR CONVENIENCE OF REFERENCE AND SHALL