10. Law
Governing.
THIS
WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE
OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES
THEREOF.
11. Entire
Agreement; Amendments and Waivers.
This
Warrant, together with the Registration Rights Agreement of even date herewith
executed by the Company for the benefit of the Holder, sets forth the entire
understanding of the parties with respect to the subject matter hereof. The
failure of any party to seek redress for the violation or to insist upon the
strict performance of any term of this Warrant shall not constitute a waiver
of
such term and such party shall be entitled to enforce such term without regard
to such forbearance. This Warrant may be amended, and any breach of or
compliance with any covenant, agreement, warranty or representation may be
waived, only if the Company has obtained the written consent or written waiver
of the Holder, and then such consent or waiver shall be effective only in the
specific instance and for the specific purpose for which given.
12. Severability;
Headings.
If any
term of this Warrant as applied to any person or to any circumstance is
prohibited, void, invalid or unenforceable in any jurisdiction, such term shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
invalidity without in any way affecting any other term of this Warrant or
affecting the validity or enforceability of this Warrant or of such provision
in
any other jurisdiction. The Section headings in this Warrant have been inserted
for purposes of convenience only and shall have no substantive
effect.
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