LIEU OF AN INCREASE IN THE NUMBER OF WARRANT SHARES, THE TERMS
OF WHICH SHALL BE IDENTICAL TO THOSE OF THIS WARRANT, EXCEPT THAT SUCH WARRANT
SHALL BE EXERCISABLE INTO THE NUMBER OF SHARES OF OTHER COMMON STOCK THAT WOULD
HAVE BEEN PAYABLE TO THE HOLDER OF THIS WARRANT PURSUANT TO THE DISTRIBUTION HAD
THE HOLDER EXERCISED THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECORD DATE AND WITH
AN AGGREGATE EXERCISE PRICE EQUAL TO THE PRODUCT OF THE AMOUNT BY WHICH THE
EXERCISE PRICE OF THIS WARRANT WAS DECREASED WITH RESPECT TO THE DISTRIBUTION
PURSUANT TO THE TERMS OF THE IMMEDIATELY PRECEDING PARAGRAPH (A) AND THE NUMBER
OF WARRANT SHARES CALCULATED IN ACCORDANCE WITH THE FIRST PART OF THIS PARAGRAPH
(B).
4.
PURCHASE RIGHTS.
(A)
AVII PURCHASE RIGHTS.
IF AT ANY TIME AVII GRANTS, ISSUES OR SELLS
ANY OPTIONS, CONVERTIBLE SECURITIES OR RIGHTS TO PURCHASE STOCK, WARRANTS,
SECURITIES OR OTHER PROPERTY PRO RATA TO THE RECORD HOLDERS OF ANY CLASS OF AVII
COMMON STOCK (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY ORGANIC
CHANGE (AS DEFINED BELOW) OF AVII) (THE "AVII PURCHASE RIGHTS"), THEN THE
COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE HOLDER TO ACQUIRE,
UPON THE TERMS APPLICABLE TO SUCH AVII PURCHASE RIGHTS, THE AGGREGATE AVII
PURCHASE RIGHTS WHICH THE HOLDER COULD HAVE ACQUIRED IF THE HOLDER HAD HELD THE
NUMBER OF SHARES OF AVII COMMON STOCK ACQUIRABLE UPON COMPLETE EXERCISE OF THIS
WARRANT (WITHOUT TAKING INTO ACCOUNT ANY LIMITATIONS OR RESTRICTIONS ON THE
EXERCISABILITY OF THIS WARRANT IMMEDIATELY BEFORE THE DATE ON WHICH A RECORD IS
TAKEN FOR THE GRANT, ISSUANCE OR SALE OF SUCH AVII PURCHASE RIGHTS, OR, IF NO
SUCH RECORD IS TAKEN, THE DATE AS OF WHICH THE RECORD HOLDERS OF AVII COMMON
STOCK ARE TO BE DETERMINED FOR THE GRANT, ISSUE OR SALE OF SUCH AVII PURCHASE
RIGHTS.
(B)
ORGANIC CHANGE.
ANY RECAPITALIZATION, REORGANIZATION,
RECLASSIFICATION, CONSOLIDATION, MERGER, SALE OF ALL OR SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS TO ANOTHER PERSON OR OTHER TRANSACTION, IN EACH CASE WHICH IS
EFFECTED IN SUCH A WAY THAT HOLDERS OF COMMON STOCK ARE ENTITLED TO RECEIVE
SECURITIES OR ASSETS WITH RESPECT TO OR IN EXCHANGE FOR COMMON STOCK IS REFERRED
TO HEREIN AS AN "ORGANIC CHANGE."
PRIOR TO THE CONSUMMATION OF ANY (I) SALE OF
ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS TO AN ACQUIRING PERSON OR (II)
OTHER ORGANIC CHANGE FOLLOWING WHICH THE COMPANY IS NOT A SURVIVING ENTITY, THE
COMPANY WILL SECURE FROM THE PERSON PURCHASING SUCH ASSETS OR THE PERSON ISSUING
THE SECURITIES OR PROVIDING THE ASSETS IN SUCH ORGANIC CHANGE (IN EACH CASE, THE
"ACQUIRING ENTITY") A REASONABLY SATISFACTORY WRITTEN AGREEMENT TO DELIVER TO
THE HOLDER OF THIS WARRANT IN EXCHANGE FOR THIS WARRANT A SECURITY OF THE
ACQUIRING ENTITY EVIDENCED BY A WRITTEN INSTRUMENT SUBSTANTIALLY SIMILAR IN FORM
AND SUBSTANCE TO THIS WARRANT (INCLUDING AN ADJUSTED EXERCISE PRICE EQUAL TO THE
VALUE FOR THE COMMON STOCK REFLECTED BY THE TERMS OF SUCH CONSOLIDATION, MERGER
OR SALE, AND EXERCISABLE FOR A CORRESPONDING