Common use of Purchase Price; Number of Shares Clause in Contracts

Purchase Price; Number of Shares. The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment ATTACHMENT A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, providedPROVIDED, howeverHOWEVER, that the Holder shall have no right to exercise this Warrant unless at the time 35 of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. (a) The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 Company, that number of fully paid and nonassessable shares of Preferred Stock equal to (A) 5% of the Aggregate Advances multiplied by the number of full calendar months (or pro rata portion of such amount for any partial calendar month, based on a 30-day month) (but in any event at least $150,000, regardless of whether there are any Advances under the Bridge Loan Commitment), divided by (B) the Purchase Price. This Warrant will not become exercisable for Series A Preferred Stock unless and until the Next Round of Financing has not closed by December 31, 2006 (the "SharesFinancing Cutoff Date") ). If Holder exercises all or a portion of Common this Warrant prior to the closing of the Next Round of Financing or Financing Cutoff Date, then the Holder will be entitled to receive shares of the Next Round Stock, $0.01 par value per sharewhen and if such shares of Next Round Stock are issued in the Next Round Financing. In addition to other terms which may be defined herein, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31following terms, 2004as used in this Warrant, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closed.following meanings:

Purchase Price; Number of Shares. The registered holder of this Warrant (the "“Holder"), commencing on the date hereof but subject to the terms of this Warrant, ”) is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 ______________________ (________) fully paid and nonassessable shares (the "“Shares"”) of Common Stockcommon stock, $0.01 0.001 par value per share, of the Company (the "“Common Stock") ”), at a price per share of $1.25 (the "“Purchase Price") of $0.01 at any ”). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends is exercised in full or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfiedexpires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in under whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed. In addition to all other available remedies at law or in equity, if the Company fails to deliver certificates for the Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash a penalty (the “Penalty”) equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Current Market Price (as hereinafter defined) for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Current Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Penalty shall be paid to the holder by the third (3rd) day of the month following the month in which it has accrued.

Purchase Price; Number of Shares. The (a) Subject to the terms and conditions hereinafter set forth, including the provisions of Section 3 below, the registered holder of this Warrant (the "HolderHOLDER"), commencing on during the date hereof but subject to the terms of this WarrantExercise Period (as defined in Section 4), is entitled entitled, upon surrender of this Warrant with a duly executed subscription notice substantially in the subscription form annexed of EXHIBIT A (including a counterpart signature page to the Amended and Restated Ownership Limit Waiver Agreement attached thereto as EXHIBIT 1) attached hereto as Attachment A duly executed(the "SUBSCRIPTION NOTICE"), at the principal office of the CompanyCompany at 0000 Xxxxxx Xxxxxxxxx, Suite 400, Arlington, Virginia 22209, Attention: Chief Executive Officer, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up at a price per share equal to 2,100,000 $25 (as adjusted from time to time pursuant to Section 11 hereto, the "PURCHASE PRICE") the number of fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per sharevalue, of the Company (the "Common StockCOMMON STOCK") determined by (i) multiplying the number of Series A Preferred Shares, if any, purchased by the Company from the Holder during the Early Call Period, appropriately adjusted for any stock split or combination of the Series A Preferred Shares prior to such purchase by the Company, by the Series A Conversion Value that would then be in effect (as defined in and determined pursuant to the Company's Certificate of Designations, Preferences and Rights relating to the Series A Cumulative Convertible Preferred Stock), assuming that the Company has timely paid all dividends as they become due and that no Event of Noncompliance has occurred, and (ii) dividing the resulting product by the Purchase Price in effect on such date of purchase. Until such time as this Warrant is exercised in full or expires, the Purchase Price, the number of shares of Common Stock issuable upon exercise of this Warrant and the type of security issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. (b) If at the time of Holder's exercise of this Warrant, the Operating Partnership has purchased from Holder Series A-2 Preferred Units of the Operating Partnership, then upon such exercise in accordance with the provisions of Section 2(a) above, Holder shall be entitled to purchase from the Operating Partnership at a price per share (the "Purchase Price") of unit equal to $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price 25 (as defined belowadjusted by any splits or combinations (or the like) of the Common Stock exceeds $3.75 Units, the "UNIT PURCHASE PRICE") the number of fully paid and nonassessable Common Units of the Operating Partnership determined by: (i) multiplying the number of Series A-2 Preferred Units, if any, purchased by the Operating Partnership from the Holder during the Early Call Period, appropriately adjusted for any split or combination in the Series A-2 Preferred Units prior to such purchase by the Operating Partnership, by the Series A-2 Conversion Value that would then be in effect (as adjusted for stock splitsdefined in and determined pursuant to the Designation, stock dividends or other adjustments to Common StockPreferences and Rights of Series A-2 Cumulative Convertible Preferred Units of the Operating Partnership). Upon receipt of written notice from the Company , assuming that the Average Closing Price condition specified above Operating Partnership has been satisfied, the Holder shall have thirty (30) daystimely paid all distributions as they become due and that no Event of Noncompliance has occurred, and only thirty (30ii) days, to exercise this Warrant; provided, however, that dividing the resulting product by the Unit Purchase Price in no event shall this Warrant be exercisable after the Expiration Dateeffect on such date of purchase. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby Until such time as at the close of business on the date this Warrant is exercisedexercised in full or expires, whether or not the transfer books Unit Purchase Price and the number of the Company shall be closedCommon Units issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided.

Purchase Price; Number of Shares. (a) The registered holder of this Warrant (the "“Holder"”), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company Company, at a price per share of $0.7192 (as adjusted pursuant to Sections 9 and 11, the “Purchase Price”), up to 2,100,000 a maximum of 1,564,238 fully paid and nonassessable shares of the Company’s Series E Preferred Stock (as adjusted pursuant to Sections 9 and 11), no par value (the "Shares") shares issuable upon exercise of Common this Warrant being referred to herein as the “Preferred Stock”). Commencing on the date hereof, $0.01 par value per share, of the Company 1,042,825 (the "Common Stock") at a price per share (“First Tranche Exercise Quantity” and, together with the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price Second Tranche Exercise Quantity (as defined below), the “Exercise Quantity”) of shares of Preferred Stock are immediately available for purchase hereunder. (b) On the Common Second Closing Date, if any, the Exercise Quantity shall automatically be increased by such additional number of shares (rounded down to the nearest whole share) as is equal to the quotient of (A) 7.5% of the Second Tranche Term Loan as specified in the Second Notice of Borrowing pursuant to the Loan Agreement, divided by (B) the Purchase Price up to a maximum of 521,413 shares of Preferred Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stockthe “Second Tranche Exercise Quantity”). Upon receipt of written notice Any term not defined herein shall have the meaning as set forth in that certain Loan Agreement dated February 28, 2014 between the Company, Healthcare Royalty Partners II, L.P. and other parties thereto from the Company that the Average Closing Price condition specified above has been satisfiedtime to time. Until such time as this Warrant is exercised in full or expires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The (a) Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this WarrantExercise Date (as defined herein), is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 18 Hxxxxxxx Xxxxxx, Lexington, Massachusetts 02173, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 312.75, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price Shares (as defined belowherein). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the Warrant Shares issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. (c) For purposes hereof, "Exercise Date" shall mean the date upon which the Company pays any outstanding principal and interest due under any of the Common Stock exceeds $3.75 secured subordinated convertible promissory notes (as adjusted for stock splitsthe "Notes") issued pursuant to a Securities Purchase Agreement dated May 7, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from 1998 by and between the Company that and the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this WarrantInvestor; provided, however, that in no event shall this Warrant be exercisable after if the Expiration Date. The person or persons in whose name or names Holder converts any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record portion of the shares represented thereby as at Notes into equity, the close of business on the date this Warrant is exercised, whether or shall not the transfer books of the Company shall be closedexercisable.

Purchase Price; Number of Shares. The Subject to the terms and conditions hereinafter set forth, the registered holder of this Series D Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Series D Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, Xxxxxxxxxxxxx Xxxxxx Xxxx, XX Xxx 0000, Xxxxxxxxx, Xxx Xxxxxx 00000-0000, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time 0.001, up to [____________] fully paid and including 5:00 p.m. nonassessable shares (New York Timethe "Maximum Shares") on December 31of Series D Convertible Preferred Stock, 2004par value $0.001 per share, provided, however, of the Company (the "Series D Preferred Stock"); provided that the Holder actual number of such shares for which this Series D Warrant shall have be exercisable shall be equal to the number determined by multiplying (i) the result of dividing (A) the difference between $8,940,000.00 and the Company's "Gross Revenue" for the fiscal year 2003 (or, if Gross Revenue is not reported for such period, then such reported measure as is most equivalent under U.S. generally accepted accounting principals, consistently applied), as reported on an audited basis in the Company's Annual Report of Form 10-K as filed with the Securities and Exchange Commission (or if no right to exercise this Warrant unless at the time of exercise the Average Closing Price (such report is prepared or filed, as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from otherwise determined by the Company that and audited by its independent public accountants), by (B) 840,000, by (ii) the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this WarrantMaximum Shares; providedprovided further, however, that in no event shall more than the Maximum Shares be issuable pursuant to this Warrant be exercisable after the Expiration DateSeries D Warrant. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby Until such time as at the close of business on the date this Series D Warrant is exercisedexercised in full or expires, whether or not the transfer books Purchase Price and the securities issuable upon exercise of the Company shall be closedthis Series D Warrant are subject to adjustment as hereinafter provided.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "HolderHOLDER"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from form the Company up at a per share (the "Next Purchase Price") equal to 2,100,000 the price per share of the series of Preferred Stock of the Company next issued by the Company after July 1, 1995 (the "Next Preferred Stock") that number of fully paid and nonassessable shares (of Next Preferred Stock equal to $52,500 divided by the "Shares") of Common StockNext Purchase Price. Notwithstanding the foregoing, $0.01 par value per share, if the closing sale of the Next Preferred Stock has not occurred by December 31, 1995, the Holder shall be entitled to purchase from the Company (pursuant to the "Common Stock") conditions set forth above 83,758 shares of Series A Preferred Stock at a price $0.6268 per share (the "Series A Purchase Price") of $0.01 at any ). The Series A Preferred Stock or Next Purchase Stock, as the case may be, shall hereafter be known as the "Preferred Stock," and the Next Purchase Price or Series A Purchase Price, as the case may be, shall hereafter be known as the "Purchase Price." Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splitsis exercised in full, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfiedexpires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warrant, ) is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 00 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time 1.97 an aggregate of fifty thousand (50,000) fully paid and nonassessable shares of Common Stock, $.01 par value, of the Company (the "Common Stock"), subject to time up to and including 5:00 p.m. (New York Time) the conditions stated immediately below. Commencing on December 31the date hereof, 2004, provided, however, that the Holder shall have no right to may exercise this Warrant unless at the time for 25,000 of exercise the Average Closing Price (as defined below) such shares. If, within six months of the Common Stock exceeds $3.75 date hereof, the Company renews or extends the original term of the Consulting Agreement between the Company and L.G. Zangani, Inc. (as adjusted for stock splitsthe "Agreement"), stock dividends or other adjustments to Common Stock). Upon receipt of written notice then, commencing on the date that is six months from the Company that the Average Closing Price condition specified above has been satisfieddate hereof, the Holder shall have thirty (30) days, and only thirty (30) days, to may exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after for the Expiration Date. The person or persons in whose name or names any certificate representing remaining shares of Common Stock is issued hereunder subject hereto. If the Company does not renew or extend the original term of the Agreement within six months of the date hereof, such remaining shares shall not be exercisable, and the portion of the Warrant relating to such remaining shares shall be deemed to have become automatically canceled and extinguished and shall be without further effect. Furthermore, if the holder of record Company does not renew or extend the original term of the shares represented thereby as Agreement within six months hereof, notwithstanding anything to the contrary herein, this Warrant shall expire at the close of business on the date December 31, 1999 and shall be void thereafter. Until such time as this Warrant is exercisedexercised in full or expires, whether or not the transfer books Purchase Price and the securities issuable upon exercise of the Company shall be closedthis Warrant are subject to adjustment as hereinafter provided.

Purchase Price; Number of Shares. The (a) Subject to the terms and -------------------------------- conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any 1.66, 266,377 fully paid and nonassessable shares of Series A Convertible Preferred Stock, $.01 par value, of the Company (the "Series A Preferred Stock"). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at is exercised in full or expires, the time Purchase Price and the securities issuable upon exercise of exercise this Warrant are subject to adjustment as hereinafter provided. (b) If on the Average Closing Price date of the second anniversary of the date hereof, the Fair Market Value (as defined below) of one share of Common Stock, no par value, of the Company (the "Common Stock exceeds Stock") is less than $3.75 2.70 (as adjusted for appropriately to reflect the occurrence of any (i) subdivision, by stock splitssplit, stock dividends dividend or other adjustments to Common Stock). Upon receipt otherwise, of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder into a greater number of shares, or (ii) combination of shares of Common Stock into a smaller number of shares), then the Purchase Price shall be deemed reduced to have become the holder of record price which equals two-thirds of the Purchase Price in effect immediately prior to such reduction. (c) For purposes of this Warrant, "Fair Market Value" of a share of Common Stock on any specified date shall mean: (i) If shares represented thereby as at of the close of business Company's Common Stock are traded on an exchange or are quoted on the date this Warrant is exercisedNasdaq National Market, whether or not the transfer books average of the Company shall be closedlast reported sale price of the Common Stock on the twenty trading days before such date; (ii) If shares of the Company's Common Stock are not traded on an exchange or on the Nasdaq National Market but are traded in the over-the-counter market, the mean of the last bid and asked prices reported on the twenty trading days before such date (1) by the Nasdaq or (2) if reports are unavailable under clause (1) by the National Quotation Bureau Incorporated; and (iii) If shares of the Company's Common Stock are not publicly traded, then as determined in good faith by the Board of Directors upon review of relevant factors.

Purchase Price; Number of Shares. The Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "Holder")) is entitled, commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed duly executed Notice of Exercise attached hereto as Attachment Exhibit A duly executed("Notice of Exercise"), at the principal office of the Company, to purchase from _____________________________________________ (______) shares of common stock of the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common StockCompany, $0.01 par value $.01 per share, of the Company share (the "Common Stock") ), at a price the per share exercise price of Twenty Two Dollars and Fifty Cents ($22.50) (the "Purchase Price") (each such share shall sometimes be hereinafter referred to as a "Warrant Share"). If an exercise of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise portion of this Warrant unless is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of this Warrant may, at the time election of the holder hereof, be conditioned upon the consummation of the public offering or sale of the Company in which case such exercise shall not be deemed to be effective until the Average Closing Price consummation of such transaction. Notwithstanding anything to the contrary herein, this Warrant shall not be exercisable from the date of the Qualifying Notice of Offer to Purchase (as defined belowin the Merger Agreement) until the date the Holder accepts such Qualifying Offer to Purchase by tendering such Holder's shares of Series C Preferred Stock in accordance with the terms of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments Qualifying Offer to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closedPurchase.

Purchase Price; Number of Shares. The Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "“Holder"), commencing on the date hereof but subject to the terms of this Warrant, ”) is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up Company, at a price per share equal to 2,100,000 the greater of (i) $8.033 or (ii) the “December 31, 2003 Cash Amount” (the “Purchase Price”), Eight Hundred Thousand (800,000) fully paid and nonassessable shares (the "“Warrant Shares"”) of Common Stock, $0.01 0.0001 par value per share, of the Company (the "“Common Stock") at a price per share (”). Until such time as this Warrant is exercised in full, expires or otherwise terminates, the "Purchase Price") Price and the Common Stock issuable upon exercise of $0.01 at any time or from time this Warrant are subject to time up to and including 5:00 p.m. (New York Time) on adjustment as hereinafter provided. The “December 31, 20042003 Cash Amount” shall equal (x) the sum of cash and cash equivalents, provided, however, that marketable securities and long-term marketable securities divided by (y) the Holder shall have no right to exercise this Warrant unless at the time number of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder outstanding, in each case as of December 31, 2003 and as reflected in Avici’s audited balance sheet as of December 31, 2003; provided that the December 31, 2003 Cash Amount shall be deemed not exceed $8.05. The Company shall provide written notice to have become the holder of record original Holder of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books Purchase Price following publication of the Company shall be closedCompany’s audited balance sheet as of December 31, 2003.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common StockCompany, $0.01 par value per share, of the Company (the "Common Stock") at a price per share of $1.73 (the "Purchase Price") ), 300,578 fully paid and nonassessable shares of the Company's Series D Preferred Stock, $0.01 at any 0.001 per share par value (the "Preferred Stock"). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends is exercised in full or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfiedexpires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 the following securities (collectively, the "Shares"): (a) One Hundred and Fifty Thousand (150,000) fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 0.001 par value per sharevalue, of the Company (the "Common Stock") at a price per share equal to $0.50; and (b) Fifty Thousand (50,000) fully paid and nonassessable shares of Common Stock at a price per share equal to the lesser of (i) the price per share equal to the Fair Market Value (as defined in SECTION 4 below) of one share of Common Stock, determined as of the closing of the Company's next round of preferred stock equity financing raising at least $10,000,000 (the "Purchase PriceNext Round of Financing") of on or before September 30, 2000 or (ii) $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant1.00 per share; provided, however, that if the Company has not closed the Next Round of Financing at the time of exercise or if the Company undergoes a Reorganization (as defined in no event SECTION 11 below), the price per share pursuant to this SECTION 2(b) shall be $1.00. The prices per share referred to in SECTIONS 2(a) and 2(b) above shall collectively be referred to herein as the "Purchase Price." Until such time as this Warrant be exercisable after is exercised in full or expires, the Expiration DatePurchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in on whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 200 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000 or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time 4.15, up to __________ fully paid and including 5:00 p.m. nonassessable shares of Common Stock, $.01 par value, of the Company (New York Time) on December 31the "Common Stock"). Notwithstanding anything else herein, 2004, provided, however, that if the Holder shall have no right to exercise this Warrant unless at Conversion Price of the time of exercise Company's Series C Convertible Preferred Stock becomes the Average Closing Revised Conversion Price (as defined below) in Exhibit A to the Company's Third Amended and Restated Articles of Incorporation (the "Charter")), the Purchase Price shall thereupon become the Revised Conversion Price; and if, as a result of the Common Stock exceeds $3.75 (failure to close by May 29, 1998 of a Qualifying IPO as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from defined in the Company that the Average Closing Price condition specified above has been satisfiedCharter, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after Conversion Price of the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Company's Series C Convertible Preferred Stock is issued hereunder adjusted, the Purchase Price shall be deemed to have thereupon become the holder lower of record of $3.15 or the shares represented thereby Revised Conversion Price. Until such time as at the close of business on the date this Warrant is exercisedexercised in full or expires, whether or not the transfer books Purchase Price and the securities issuable upon exercise of the Company shall be closedthis Warrant are subject to adjustment as hereinafter provided.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares the following securities (collectively, the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Next Round Purchase Price") equal to the price per share of the Company's next round of preferred stock raising at least $0.01 at any time or from time 2,500,000 upon substantially the terms set forth in Exhibit C (the "Next Round"), that number of fully paid and nonassessable shares of preferred stock offered in the Next Round (the "Next Round Preferred Stock") equal to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, $14,000 divided by the Next Round Purchase Price; provided however, that if (a) the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price Next Round does not close on or before May 31, 1997, or (as b) there is a Reorganization (defined below) on or before May 31, 1997, then Holder shall be entitled to purchase, at a price per share equal to $0.58 (the "Series A Purchase Price"), 24,137 fully paid and nonassessable shares of Series A Preferred Stock, no par value, of the Common Stock exceeds $3.75 Company (as adjusted for stock splits, stock dividends or other adjustments to Common the "Series A Preferred Stock"). Upon receipt of written notice from (The Next Round Purchase Price and the Company that Series A Purchase Price are sometimes referred to herein collectively, as the Average Closing Price condition specified above has been satisfied"Purchase Price" and the Next Round Preferred Stock and the Series A Preferred Stock are sometimes referred to herein collectively, as the "Preferred Stock"). Until such time as this Warrant is exercised in full or expires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in on whose name or names any certificate representing shares of Common Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "“Holder"”), commencing on the date hereof but subject to the terms of this Warrant, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up to 2,100,000 Company, at a price per share of $8.65 (the “Purchase Price”), 60,115 fully paid and nonassessable shares (of the "Shares") of Company’s Common Stock, $0.01 0.001 per share par value per share, of the Company (the "“Common Stock") at a price per share (the "Purchase Price") of $0.01 at any ”). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends is exercised in full or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfiedexpires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed. Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The (a) Subject to the terms and -------------------------------- conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any 1.66, 14,760 fully paid and nonassessable shares of Series A Convertible Preferred Stock, $.01 par value, of the Company (the "Series A Preferred Stock"). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at is exercised in full or expires, the time Purchase Price and the securities issuable upon exercise of exercise this Warrant are subject to adjustment as hereinafter provided. (b) If on the Average Closing Price date of the second anniversary of the date hereof, the Fair Market Value (as defined below) of one share of Common Stock, no par value, of the Company (the "Common Stock exceeds Stock") is less than $3.75 2.70 (as adjusted for appropriately to reflect the occurrence of any (i) subdivision, by stock splitssplit, stock dividends dividend or other adjustments to Common Stock). Upon receipt otherwise, of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder into a greater number of shares, or (ii) combination of shares of Common Stock into a smaller number of shares), then the Purchase Price shall be deemed reduced to have become the holder of record price which equals two-thirds of the Purchase Price in effect immediately prior to such reduction. (c) For purposes of this Warrant, "Fair Market Value" of a share of Common Stock on any specified date shall mean: (i) If shares represented thereby as at of the close of business Company's Common Stock are traded on an exchange or are quoted on the date this Warrant is exercisedNasdaq National Market, whether or not the transfer books average of the Company shall be closedlast reported sale price of the Common Stock on the twenty trading days before such date; (ii) If shares of the Company's Common Stock are not traded on an exchange or on the Nasdaq National Market but are traded in the over-the-counter market, the mean of the last bid and asked prices reported on the twenty trading days before such date (1) by the Nasdaq or (2) if reports are unavailable under clause (1) by the National Quotation Bureau Incorporated; and (iii) If shares of the Company's Common Stock are not publicly traded, then as determined in good faith by the Board of Directors upon review of relevant factors.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "“Holder")”) is entitled, commencing at any time and from time to time on the date hereof but subject or after July 28, 2007 and prior to the terms expiration of this Warrant, is entitled upon surrender of this Warrant with (i) the subscription form annexed hereto, (ii) until the consummation of a Public Offering (as defined below) with gross proceeds to the Company of at least $75 million and a per share price to the public of at least $6.00 per share (as appropriately adjusted for any stock split, combination, reorganization, stock dividend, or similar event), an instrument of adherence, in the form annexed hereto, to that certain Stockholders’ Voting Agreement, dated as February 18, 2005, by and among the Company and the stockholders named therein, as amended from time to time, and (iii) a signature page to the Stock Restriction Agreement by and between the Company and the Holder in the form attached hereto as Attachment A Exhibit A, each duly executedexecuted by or on behalf of the Holder, at the principal office of the Company, to purchase from the Company up to 2,100,000 Company, at a price per share of $1.00 (the “Purchase Price”), Forty-Three Thousand, Seven Hundred Fifty (43,750) fully paid and nonassessable shares (of the "Shares") of Company’s Common Stock, $0.01 0.001 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any “Common Stock”). Until such time or from time to time up to and including 5:00 p.m. (New York Time) on December 31, 2004, provided, however, that the Holder shall have no right to exercise as this Warrant unless at the time of exercise the Average Closing Price (as defined below) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends is exercised in full or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfiedexpires, the Holder shall have thirty (30) days, Purchase Price and only thirty (30) days, to the securities issuable upon exercise this Warrant; provided, however, that in no event shall of this Warrant be exercisable after the Expiration Dateare subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercisedexercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

Purchase Price; Number of Shares. The (a) Subject to the terms and conditions hereinafter set forth, the registered holder of this Warrant (the "Holder"), commencing on the date hereof but subject to the terms of this WarrantExercise ------ Date (as defined herein), is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, 00 Xxxxxxxx Xxxxxx, Lexington, Massachusetts 02173, or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to 2,100,000 fully paid and nonassessable shares (the "Shares") of Common Stock, $0.01 par value per share, of the Company (the "Common Stock") at a price per share (the "Purchase Price") of $0.01 at any time or from time to time up to and including 5:00 p.m. (New York Time) on December 312.75, 2004, provided, however, that the Holder shall have no right to exercise this Warrant unless at the time of exercise the Average Closing Price Shares (as defined below-------------- herein). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the Warrant Shares issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. (b) For purposes hereof, "Warrant Shares" shall be that number of fully paid and nonassessable shares of Series A Convertible Preferred Stock, $.01 par value, of the Company (the "Series A Preferred Stock") as are convertible into ------------------------ shares of the Company's Common Stock, $.01 par value per share (the "Common ------ Stock") equal to three percent (3%) of the Common Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Company's issued and outstanding ----- Common Stock). Upon receipt , calculated on a fully diluted basis (excluding the Series A Preferred Stock and any warrants or options that are not "in-the-money") as of written notice from the Exercise Date. (c) For purposes hereof, "Exercise Date" shall mean the date upon which the Company that pays any outstanding principal and interest due under any of the Average Closing Price condition specified above has been satisfiedsecured subordinated convertible promissory notes (the "Notes") issued pursuant ----- to a Securities Purchase Agreement dated May 7, 1998 by and between the Holder shall have thirty (30) days, Company and only thirty (30) days, to exercise this Warrantthe Investor; provided, however, that in no event if the Holder converts any portion of -------- ------- the Notes into equity, the Warrant shall this Warrant not be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised, whether or not the transfer books of the Company shall be closedexercisable.

Purchase Price; Number of Shares. The registered holder of this Warrant (the "“Holder"”), commencing on the date hereof but subject to the terms of this Warranthereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto as Attachment A duly executed, at the principal office of the Company, to purchase from the Company up Company, at a price per share equal to 2,100,000 the applicable Purchase Price, that number of fully paid and nonassessable shares of the Company’s Next Round Stock equal to (the "Shares"A) One Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($133,333.33) plus (B) four percent (4%) of Common Stock, $0.01 par value per share, the aggregate principal amount of the Working Capital Advances drawn during the Second Borrowing Period, divided by (C) the applicable Purchase Price. In the event of the consummation by the Company of a Merger (as defined in Section 7) prior to the "Common Stock") consummation by the Company of the Next Round Financing (as defined below), the Holder shall have the right, in substitution of the rights granted to Holder in above in this Section 2, upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share (equal to the "applicable Purchase Price", that number of shares of the Prior Preferred Stock equal to (A) One Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($133,333.33) plus (B) four percent (4%) of $0.01 at any time the aggregate principal amount of the Working Capital Advances drawn during the Second Borrowing Period, divided by (C) the applicable Purchase Price. In addition to, and without limiting the foregoing, in the event the Company does not consummate a Merger or from time to time up to and including 5:00 p.m. (New York Time) the Next Round Financing on December 31or before May 18, 20042005, provided, however, that then the Holder shall have no the right to exercise on and after that date, upon surrender of this Warrant unless with the subscription form annexed hereto duly executed, at the time principal office of exercise the Average Closing Price Company, to purchase from the Company, at price per share equal to the Fair Market Value (on a per share basis as defined belowdetermined in Section 4 hereof) of the Common Prior Preferred Stock exceeds $3.75 (as adjusted for stock splits, stock dividends or other adjustments to Common Stock). Upon receipt of written notice from the Company that the Average Closing Price condition specified above has been satisfied, the Holder shall have thirty (30) days, and only thirty (30) days, to exercise this Warrant; provided, however, that in no event shall this Warrant be exercisable after the Expiration Date. The person or persons in whose name or names any certificate representing shares of Common Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date of exercise of this Warrant is exercisedWarrant, whether or not the transfer books that number of shares of the Company Prior Preferred Stock equal to (A) One Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars and Thirty Three Cents ($133,333.33) plus (B) four percent (4%) of the aggregate principal amount of the Working Capital Advances drawn during the Second Borrowing Period, divided by the Fair Market Value (on a per share basis as determined in Section 4 hereof) of the Prior Preferred Stock on the date of exercise of this Warrant. 1. In addition to other terms which may be defined herein, the following terms, as used in this Warrant, shall be closed.have the following meanings: