Exhibit 10.3




Form of Short-Term Warrant




VOID

AFTER 5:00 P.M., NEW YORK CITY




TIME,

ON THE EXPIRATION DATE (AS DEFINED BELOW)




 




 




THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR

ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED,

SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR

THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR

TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THOSE LAWS.




 




Right to Purchase

             Shares

of




Series A Convertible Preferred Stock,




par value $.001 per share




 




Date:  May 12, 2003




 




CAMBRIDGE

HEART, INC.




STOCK

PURCHASE WARRANT




 




THIS CERTIFIES

THAT, for value received,

                 

or its registered assigns, is entitled to purchase from Cambridge Heart, Inc.,

a corporation organized under the laws of the State of Delaware (the “Company”),

at any time or from time to time during the period specified in Section 2

hereof

                 fully

paid and nonassessable shares of the Company’s Series A Convertible Preferred

Stock, par value $.001 per share (the “Series A Preferred Stock”), at an exercise

price per share (the “Exercise Price”) equal to the lower of (i)

$4.42 or (ii) 13 times the average of the closing prices of the Company’s

common stock for a period of twenty (20) trading days ending on the date that

is two trading days prior to but not including the Expiration Date (as defined

below).  The number of shares of Series

A Preferred Stock purchasable hereunder shall be defined herein as “Warrant

Shares.”  The Exercise Price

is subject to adjustment as provided in Section 4 hereof.  The term “Warrants” means this Warrant

and the other warrants of the Company issued pursuant to that certain

Securities Purchase Agreement, dated as of May 12, 2003, by and among the

Company and the other signatories thereto 

(the “Securities Purchase Agreement”).




 




This Warrant

is subject to the following terms, provisions and conditions:




 





























 




1.             Manner

of Exercise; Issuance of Certificates; Payment for Shares.  Subject to the provisions hereof, including,

without limitation, the limitations contained in Section 7 hereof, this Warrant

may be exercised by the holder hereof, in whole or in part, by the surrender of

this Warrant, together with a completed exercise agreement in the form attached

hereto (the “Exercise Agreement”),

to the Company during normal business hours on any business day at the

Company’s principal executive offices (or such other office or agency of the

Company as it may designate by written notice to the holder hereof), and upon

payment to the Company in cash, by certified or official bank check or by wire

transfer for the account of the Company, of the Exercise Price for the Warrant

Shares specified in the Exercise Agreement. 

The Warrant Shares so purchased shall be deemed to be issued to the

holder hereof or such holder’s designee, as the record owner of such shares, as

of the close of business on the date on which this Warrant shall have been

surrendered, the completed Exercise Agreement shall have been delivered, and

payment shall have been made for such shares as set forth above or, if such

date is not a business date, on the next succeeding business date.  The Warrant Shares so purchased,

representing the aggregate number of shares specified in the Exercise Agreement,

shall be delivered to the holder hereof within a reasonable time, not exceeding

three (3) business days, after this Warrant shall have been so exercised (the “Delivery Period”).  The Company shall deliver to the holder

physical certificates representing the Warrant Shares so purchased.  Any certificates so delivered shall be in

such denominations as may be reasonably requested by the holder hereof, shall

be registered in the name of such holder or such other name as shall be

designated by such holder and, following the date on which the Warrant Shares

may be sold by the holder pursuant to Rule 144(k) promulgated under the

Securities Act (or a successor rule), shall not bear any restrictive

legend.  If this Warrant shall have been

exercised only in part, then the Company shall, at its expense, at the time of

delivery of such certificates, deliver to the holder a new Warrant representing

the number of shares with respect to which this Warrant shall not then have

been exercised.




 




2.             Period

of Exercise.  This Warrant is

immediately exercisable, at any time or from time to time on or after May 12,

2003 (the “Issue Date”) and before

5:00 p.m., New York City time, on

                    ,

subject to adjustment (as adjusted, the “Expiration

Date”) as provided in Section 1(b) of the Securities Purchase

Agreement and/or Section 2(d) of the Registration Rights Agreement, dated as of

May 12, 2003, by and among the Company and the other signatories thereto (the “Registration Rights Agreement”)  (such period being the “Exercise

Period”).




 




3.             Certain

Agreements of the Company.  The

Company hereby covenants and agrees as follows:




 




(a)           Shares to be Fully Paid.  All Warrant Shares, upon issuance in

accordance with the terms of this Warrant, and the shares of Common Stock

issuable upon conversion of the Warrant Shares, will be validly issued, fully

paid and nonassessable and free from all liens, claims and encumbrances.




 




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(b)           Reservation of Shares.  During the Exercise Period, the Company

shall at all times have authorized, and reserved for the purpose of issuance

upon exercise of this Warrant, a sufficient number of shares of Series A

Preferred Stock to provide for the exercise in full of the shares of Series A

Preferred Stock listed on the face of this Warrant and for the purpose of

issuance upon conversion of the Warrant Shares, a sufficient number of shares

of Common Stock to provide for conversion of all the Warrant Shares.




 




(c)           Certain Actions Prohibited.  The Company will not, by amendment of its

charter or through any reorganization, transfer of assets, consolidation,

merger, dissolution, issue or sale of securities, or any other voluntary

action, avoid or seek to avoid the observance or performance of any of the

terms to be observed or performed by it hereunder, but will at all times in

good faith assist in the carrying out of all the provisions of this Warrant and

in the taking of all such action as may reasonably be requested by the holder

of this Warrant in order to protect the economic benefit inuring to the holder

hereof and the exercise privilege of the holder of this Warrant against

dilution or other impairment, consistent with the tenor and purpose of this

Warrant.  Without limiting the

generality of the foregoing, the Company (i) will not increase the par value of

any shares of Series A Preferred Stock receivable upon the exercise of this

Warrant above the Exercise Price then in effect, and (ii) will take all such

actions as may be necessary or appropriate in order that the Company may

validly and legally issue fully paid and nonassessable shares of Series A

Preferred Stock upon the exercise of this Warrant.




 




(d)           Successors and Assigns.  This Warrant will be binding upon any entity

succeeding to the Company by merger, consolidation, or acquisition of all or

substantially all of the Company’s assets.




 




(e)           ­Blue Sky Laws.  The Company shall, on or before the date of

issuance of any Warrant Shares, take such actions as the Company shall

reasonably determine are necessary to qualify the Warrant Shares for, or obtain

exemption for the Warrant Shares for, sale to the holder of this Warrant upon

the exercise hereof under applicable securities or “blue sky” laws of the

states of the United States, and shall provide evidence of any such action so

taken to the holder of this Warrant prior to such date; provided, however, that

the Company shall not be required in connection therewith or as a condition

thereto to (i) qualify to do business in any jurisdiction where it would not

otherwise be required to qualify but for this Section 3(e), (ii) subject itself

to general taxation in any such jurisdiction or (iii) file a general consent to

service of process in any such jurisdiction.




 




4.             Adjustment

Provisions.  During the Exercise

Period, the Exercise Price hereunder shall be subject to adjustment from time

to time as provided in this Section 4.




 




(a)           Subdivision or Combination of

Series A Preferred Stock.  If the

Company, at any time during the Exercise Period, subdivides (by any stock

split, stock dividend, recapitalization, reorganization, reclassification or

otherwise) its shares of Series A Preferred Stock into a greater number

of shares, then, after the date of record for effecting such subdivision, the

Exercise Price in effect immediately prior to such subdivision will be 




 




3





























 




proportionately

reduced.  If the Company, at any time

during the Exercise Period, combines (by reverse stock split, recapitalization,

reorganization, reclassification or otherwise) its shares of Series A

Preferred Stock into a smaller number of shares, then, after the date of

record for effecting such combination, the Exercise Price in effect immediately

prior to such combination will be proportionately increased.




 




(b)           Adjustment in Number of Shares.  Upon each adjustment of the Exercise Price

pursuant to the provisions of Section 4(a), the number of shares of Common

Stock issuable upon exercise of this Warrant at each such Exercise Price shall

be adjusted by multiplying a number equal to the Exercise Price in effect

immediately prior to such adjustment by the number of shares of Common Stock

issuable upon exercise of this Warrant at such Exercise Price immediately prior

to such adjustment and dividing the product so obtained by the adjusted Exercise

Price.




 




(c)           Consolidation, Merger or Sale.  In case of any consolidation of the Company

with, or merger of the Company into, any other corporation, or in case of any

sale or conveyance of all or substantially all of the assets of the Company

other than in connection with a plan of complete liquidation of the Company at

any time during the Exercise Period, then as a condition of such consolidation,

merger or sale or conveyance, adequate provision will be made whereby the

holder hereof will have the right to acquire and receive upon exercise of this

Warrant in lieu of the shares of Series A Preferred Stock immediately

theretofore acquirable upon the exercise of this Warrant, such shares of stock,

securities, cash or assets as may be issued or payable with respect to or in

exchange for the number of shares of Series A Preferred Stock immediately

theretofore acquirable and receivable upon exercise of this Warrant had such

consolidation, merger or sale or conveyance not taken place.  In any such case, the Company will make

appropriate provision to insure that the provisions of this Section 4 hereof

will thereafter be applicable as nearly as may be in relation to any shares of

stock or securities thereafter deliverable upon the exercise of this Warrant.  The Company will not effect any

consolidation, merger or sale or conveyance unless prior to the consummation

thereof, the successor corporation (if other than the Company) assumes by

written instrument the obligations under this Warrant and the obligations to

deliver to the holder hereof such shares of stock, securities or assets as, in

accordance with the foregoing provisions, the holder may be entitled to

acquire.  Notwithstanding the foregoing,

in the event of any consolidation of the Company with, or merger of the Company

into, any other corporation, or the sale or conveyance of all or substantially

all of the assets of the Company, at any time during the Exercise Period, where

the consideration consists solely of cash, the holder hereof shall receive, in

connection with such transaction, cash consideration equal to the fair market

value of this Warrant as determined in accordance with customary valuation

methodology used in the investment banking industry.




 




(d)           Distribution of Assets.  In case the Company shall declare or make

any distribution of its assets (or rights to acquire its assets) to holders of

Series A Preferred Stock as a partial liquidating dividend, stock repurchase by

way of return of capital or otherwise (including any dividend or distribution

to the Company’s stockholders of cash or shares (or rights to acquire 




 




4





























 




shares) of

capital stock of a subsidiary) (a “Distribution”),

at any time during the Exercise Period, then the holder hereof shall be entitled

upon exercise of this Warrant for the purchase of any or all of the shares of

Series A Preferred Stock subject hereto, to receive the amount of such assets

(or rights) which would have been payable to the holder had such holder been

the holder of such shares of Series A Preferred Stock on the record date for

the determination of shareholders entitled to such Distribution.  If the Company distributes rights, warrants,

options or any other form of convertible securities and the right to exercise

or convert such securities would expire in accordance with their terms prior to

the expiration of the Exercise Period, then the terms of such securities shall

provide that such exercise or convertibility right shall remain in effect until

thirty (30) days after the date the holder hereof receives such securities

pursuant to the exercise hereof.




 




(e)           Notice of Adjustment.  Upon the occurrence of any event which

requires any adjustment of the Exercise Price, then, and in each such case, the

Company shall give notice thereof to the holder hereof, which notice shall

state the Exercise Price resulting from such adjustment and the increase or

decrease in the number of Warrant Shares purchasable at such price upon

exercise, setting forth in reasonable detail the method of calculation and the

facts upon which such calculation is based. 

Such calculation shall be certified by the chief financial officer of

the Company.




 




(f)            Minimum Adjustment of Exercise

Price.  No adjustment of the

Exercise Price shall be made in an amount of less than $.01, but any such

lesser adjustment shall be carried forward and shall be made at the time and

together with the next subsequent adjustment which, together with any

adjustments so carried forward, shall amount to not less than $.01.




 




(g)           No Fractional Shares.  No fractional shares of Series A Preferred

Stock are to be issued upon the exercise of this Warrant, but the Company shall

pay a cash adjustment in respect of any fractional share which would otherwise

be issuable in an amount equal (i) the same fraction of the Market Price of a

share of Common Stock on the date of such exercise, multiplied by (ii) an

amount equal to (A) $4.42 divided by (B) the Series A Conversion Price (as

defined in the Certificate of Designations of the Preferred Stock of Cambridge

Heart, Inc. to be Designated Series A Convertible Preferred Stock) then in

effect.




 




(h)           Other Notices.  In case at any time:




 




(i)            the Company shall declare any

dividend upon the Series A Preferred Stock payable in shares of stock of any

class or make any other distribution (other than dividends or distributions

payable in cash out of retained earnings consistent with the Company’s past

practices with respect to declaring dividends and making distributions) to the

holders of the Series A Preferred Stock;




 




(ii)           the Company shall offer for

subscription pro rata to the holders of the Series A Preferred Stock any

additional shares of stock of any class or other rights;




 




5





























 




(iii)          there shall be any capital

reorganization of the Company, or reclassification of the Series A Preferred

Stock, or consolidation or merger of the Company with or into, or sale of all

or substantially all of its assets to, another corporation or entity; or




 




(iv)          there shall be a voluntary or

involuntary dissolution, liquidation or winding up of the Company; then, in

each such case, the Company shall give to the holder of this Warrant (A) notice

of the date or estimated date on which the books of the Company shall close or

a record shall be taken for determining the holders of Series A Preferred Stock

entitled to receive any such dividend, distribution, or subscription rights or

for determining the holders of Series A Preferred Stock entitled to vote in

respect of any such reorganization, reclassification, consolidation, merger,

sale, dissolution, liquidation or winding-up and (B) in the case of any such

reorganization, reclassification, consolidation, merger, sale, dissolution,

liquidation or winding-up, notice of the date (or, if not then known, a

reasonable estimate thereof by the Company) when the same shall take

place.  Such notice shall also specify

the date on which the holders of Series A Preferred Stock shall be entitled to

receive such dividend, distribution, or subscription rights or to exchange

their Series A Preferred Stock for stock or other securities or property

deliverable upon such reorganization, reclassification, consolidation, merger,

sale, dissolution, liquidation, or winding-up, as the case may be.  Such notice shall be given at least fifteen

(15) days prior to the record date or the date on which the Company’s books are

closed in respect thereto.  Failure to

give any such notice or any defect therein shall not affect the validity of the

proceedings referred to in clauses (i), (ii), (iii) and (iv) above.  Notwithstanding the foregoing, the Company

shall publicly disclose the substance of any notice delivered hereunder prior

to delivery of such notice to the holder hereof.




 




(i)            Certain Events.  If, at any time during the Exercise Period,

any event occurs of the type contemplated by the adjustment provisions of this

Section 4 but not expressly provided for by such provisions, the Company will

give notice of such event as provided in Section 4(e) hereof, and the Company’s

Board of Directors will make an appropriate adjustment in the Exercise Price

and the number of shares of Series A Preferred Stock acquirable upon exercise

of this Warrant at each such Exercise Price so that the rights of the holder

shall be neither enhanced nor diminished by such event.




 




(j)            Definition of Market Price.  “Market

Price,” as of any date, means, with respect to the Common Stock, (i)

the average of the last sales prices for the shares of Common Stock as reported

on the Nasdaq SmallCap Market by Bloomberg Financial Markets (“Bloomberg”) for the ten (10) consecutive

Business Days immediately preceding such date, or (ii) if the Nasdaq SmallCap

Market is not the principal trading market for the shares of Common Stock, the

average of the reported last sales prices reported by Bloomberg on the

principal trading market for the Common Stock during the same period, or (iii)

if the foregoing do not apply, the last sale price of such security in the

over-the-counter market on the pink sheets or bulletin board for such security

as reported by Bloomberg, or if no sale price is so reported for 




 




6





























 




such security,

the last bid price of such security as reported by Bloomberg, or (iv) if market

value cannot be calculated as of such date on any of the foregoing bases, the

Market Price shall be the average fair market value as reasonably determined by

an investment banking firm selected by the Company and reasonably acceptable to

the holder, with the costs of the appraisal to be borne by the Company.




 




5.             Issue

Tax.  The issuance of certificates

for Warrant Shares upon the exercise of this Warrant shall be made without

charge to the holder of this Warrant or such shares for any issuance tax or

other costs in respect thereof, provided that the Company shall not be required

to pay any tax which may be payable in respect of any transfer involved in the

issuance and delivery of any certificate in a name other than the holder of

this Warrant.




 




6.             No

Rights or Liabilities as a Stockholder. 

This Warrant shall not entitle the holder hereof to any voting rights or

other rights as a stockholder of the Company. 

No provision of this Warrant, in the absence of affirmative action by

the holder hereof to purchase Warrant Shares, and no mere enumeration herein of

the rights or privileges of the holder hereof, shall give rise to any liability

of such holder for the Exercise Price or as a stockholder of the Company,

whether such liability is asserted by the Company or by creditors of the

Company.




 




7.             Transfer,

Exchange, Redemption and Replacement of Warrant.




 




(a)           Restriction on Transfer.  This Warrant and the rights granted to the

holder hereof may not be transferred, in whole or in part, except for (a) any

sale or transfer to another Purchaser, as defined in and listed on Schedule I

to the Securities Purchase Agreement, or (b) any sale or transfer by the holder

hereof to its “affiliate” (as defined in Rule 144 of the Securities Act).  Subject to the foregoing, this Warrant and

the rights granted to the holder hereof are transferable, in whole or in part,

upon surrender of this Warrant, together with a properly executed assignment in

the form attached hereto, at the office or agency of the Company referred to in

Section 7(e) below, provided, however,

that any transfer or assignment shall be subject to the conditions set forth in

Sections 7(f) hereof and to the provisions of Sections 2(f) and 2(g) of the

Securities Purchase Agreement.  Until

due presentment for registration of transfer on the books of the Company, the

Company may treat the registered holder hereof as the owner and holder hereof

for all purposes, and the Company shall not be affected by any notice to the

contrary.  Notwithstanding anything to

the contrary contained herein, the registration rights described in Section 8

hereof are assignable only in accordance with the provisions of the

Registration Rights Agreement.




 




(b)           Warrant Exchangeable for Different

Denominations.  This Warrant is

exchangeable, upon the surrender hereof by the holder hereof at the office or

agency of the Company referred to in Section 7(e) below, for new Warrants of

like tenor of different denominations representing in the aggregate the right

to purchase the number of shares of Series A Preferred Stock which may be

purchased hereunder, each of such new Warrants to represent the right to

purchase such number of shares (at the Exercise Price therefor) as shall be

designated by the holder hereof at the time of such surrender.




 




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(c)           Replacement of Warrant.  Upon receipt of evidence reasonably

satisfactory to the Company of the loss, theft, destruction, or mutilation of

this Warrant and, in the case of any such loss, theft, or destruction, upon

delivery of an indemnity agreement reasonably satisfactory in form and amount

to the Company, or, in the case of any such mutilation, upon surrender and

cancellation of this Warrant, the Company, at its expense, will execute and

deliver, in lieu thereof, a new Warrant of like tenor.




 




(d)           Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in

connection with any transfer, exchange, or replacement as provided in this

Section 7, this Warrant shall be promptly canceled by the Company.  The Company shall pay all taxes (other than

securities transfer taxes) and other expenses (other than legal expenses, if

any, incurred by the Holder or transferees) and charges payable in connection

with the preparation, execution, and delivery of Warrants pursuant to this Section

7.  The Company shall indemnify and

reimburse the holder of this Warrant for all losses and damages arising as a

result of or related to any breach of the terms of this Warrant, including

costs and expenses (including legal fees) incurred by such holder in connection

with the enforcement of its rights hereunder.




 




(e)           Warrant Register.  The Company shall maintain, at its principal

executive offices (or such other office or agency of the Company as it may

designate by notice to the holder hereof), a register for this Warrant, in

which the Company shall record the name and address of the person in whose name

this Warrant has been issued, as well as the name and address of each

transferee and each prior owner of this Warrant.




 




(f)            Transfer or Exchange Without

Registration.  If, at the time of

the surrender of this Warrant in connection with any transfer or exchange of

this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares

issuable hereunder, or in the case of any conversion of the Warrant Shares, the

shares of Common Stock issuable upon such conversion) shall not be registered

under the Securities Act and under applicable state securities or blue sky

laws, the Company may require, as a condition of allowing such transfer or

exchange, (i) that the holder or transferee of this Warrant, as the case may

be, furnish to the Company a written opinion of counsel (which opinion shall be

in form, substance and scope customary for opinions of counsel in comparable

transactions) to the effect that such transfer or exchange may be made without

registration under the Securities Act and under applicable state securities or

blue sky laws, (ii) that the holder or transferee execute and deliver to the

Company an investment letter in form and substance acceptable to the Company

and (iii) that the transferee be an “accredited

investor” as defined in Rule 501(a) promulgated under the Securities

Act; provided that no such

opinion, letter, or status as an “accredited investor” shall be required in

connection with a transfer pursuant to Rule 144 under the Securities Act; and provided further that no such opinion or

letter shall be required in connection with a transfer to an affiliate of a

holder who agrees to sell or otherwise transfer the Warrant (or, in the case of

any exercise, the Warrant Shares issuable hereunder) only in accordance with

the provisions of this Section 7(f) and who is an “accredited investor.”




 




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8.             Registration

Rights.  The initial holder of this

Warrant (and certain assignees thereof) is entitled to the benefit of such

registration rights in respect of the shares of Common Stock issuable upon

conversion of the Warrant Shares as are set forth in the Registration Rights

Agreement, including the right to assign such rights to certain assignees, as

set forth therein.




 




9.             Notices.  Any notices required or permitted to be

given under the terms of this Warrant shall be sent by certified or registered

mail (return receipt requested) or delivered personally or by courier or by

confirmed telecopy, and shall be effective five days after being placed in the

mail, if mailed, or upon receipt or refusal of receipt, if delivered personally

or by courier, or by confirmed telecopy, in each case addressed to a party.  The addresses for such communications shall

be:




 




	

   


  	

  If to the Company:


  
	

   


  	

   


  
	

   


  	

  Cambridge Heart, Inc.


  
	

   


  	

  1 Oak Park Drive


  
	

   


  	

  Bedford, Massachusetts  01730


  
	

   


  	

  Telephone:  (781) 271-1200


  
	

   


  	

  Facsimile:  (781) 275-8431


  
	

   


  	

  Attn.:  President


  
	

   


  	

   


  
	

   


  	

  with a copy simultaneously transmitted by like means to:


  
	

   


  	

   


  
	

   


  	

  Hale and Dorr LLP


  
	

   


  	

  60 State Street


  
	

   


  	

  Boston, Massachusetts  02109


  
	

   


  	

  Telephone:  (617) 526-6000


  
	

   


  	

  Facsimile:  (617) 526-5000


  
	

   


  	

  Attn:  John A. Burgess, Esq.


  





 




If to the holder, at such address as such

holder shall have provided in writing to the Company, or at such other address

as such holder furnishes by notice given in accordance with this Section 9;




 




10.           Governing

Law; Jurisdiction.  This Warrant

shall be governed by and construed in accordance with the laws of the State of

Delaware.  The Company irrevocably

consents to the jurisdiction of the United States federal courts and state

courts located in the State of Delaware in any suit or proceeding based on or

arising under this Warrant and irrevocably agrees that all claims in respect of

such suit or proceeding may be determined in such courts. The Company

irrevocably waives any objection to the laying of venue and the defense of an

inconvenient forum to the maintenance of such suit or proceeding. The Company

further agrees that service of process upon the Company mailed by certified or

registered mail shall be deemed in every 




 




9





























 




respect effective service of

process upon the Company in any such suit or proceeding.  Nothing herein shall affect the holder’s

right to serve process in any other manner permitted by law.  The Company agrees that a final

non-appealable judgment in any such suit or proceeding shall be conclusive and

may be enforced in other jurisdictions by suit on such judgment or in any other

lawful manner.




 




11.           Miscellaneous.




 




(a)           Amendments.  This Warrant and any provision hereof may

only be amended by an instrument in writing signed by the Company and the

holder hereof.




 




(b)           Descriptive Headings.  The descriptive headings of the several

Sections of this Warrant are inserted for purposes of reference only, and shall

not affect the meaning or construction of any of the provisions hereof.




 




(c)           Business Day.  For purposes of this Warrant, the term “Business Day”  means any day, other than a Saturday or Sunday or a day on

which banking institutions in the State of New York are authorized or obligated

by law, regulation or executive order to close.




 




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IN WITNESS WHEREOF,

the Company has caused this Warrant to be signed by its duly authorized

officer.




 




 




	

   


  	

  CAMBRIDGE HEART, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  





 




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FORM OF EXERCISE

AGREEMENT




 




(To be Executed by

the Holder in order to Exercise the Warrant)




 




	

  To:


  	

   


  	

  Cambridge Heart, Inc.


  
	

   


  	

   


  	

  1 Oak Park Drive


  
	

   


  	

   


  	

  Bedford, Massachusetts  01730


  
	

   


  	

   


  	

  Telephone:  (781) 271-1200


  
	

   


  	

   


  	

  Facsimile:  (781) 275-8431


  
	

   


  	

   


  	

  Attn:  Chief Executive Officer


  





 




The

undersigned hereby irrevocably exercises the right to purchase

                          

shares of the Series A Preferred Stock of Cambridge Heart, Inc., a corporation

organized under the laws of the State of Delaware (the “Company”), evidenced by the

attached Warrant, and herewith makes payment of the Exercise Price with respect

to such shares in full, all in accordance with the conditions and provisions of

said Warrant.




 




The

undersigned agrees not to offer, sell, transfer or otherwise dispose of any

Series A Preferred Stock obtained on exercise of the Warrant, except under

circumstances that will not result in a violation of the Securities Act of

1933, as amended, or any state securities laws.




 




The

undersigned requests that a Warrant representing any unexercised portion hereof

be issued, pursuant to the Warrant, in the name of the Holder and delivered to

the undersigned at the address set forth below:




 




 




	

  Dated:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Signature of Holder


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Name of Holder (Print)


  
	

   


  	

  Address:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  





 




12





























 




FORM OF ASSIGNMENT




 




FOR VALUE

RECEIVED, the undersigned hereby sells, assigns, and transfers all the rights

of the undersigned under the within Warrant, with respect to the number of

shares of Series A Preferred Stock covered thereby set forth hereinbelow, to:




 




	

  Name of Assignee


  	

   


  	

  Address


  	

   


  	

  No. of Shares


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  





 




, and hereby irrevocably constitutes and

appoints

                                                                      as

agent and attorney-in-fact to transfer said Warrant on the books of the

within-named corporation, with full power of substitution in the premises.




 




 




	

  Dated:

                                         ,      


  	

   


  
	

   


  	

   


  
	

  In the presence of


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	 

	

   


  	

  Name:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Signature:


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Title of Signing Officer or Agent (if any):


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	 

	

   


  	

   


  	 

	

   


  	

  Address:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Note:


  	

  The above signature should correspond


  exactly with the name on the face of the


  within Warrant.