Common use of CONVERSION REPAYMENT Clause in Contracts

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) . If the Monthly Amount (or a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the Company shall pay the Purchaser an amount equal to one hundred three percent (103%) of the Monthly Amount due and owing to the Purchaser on the Repayment Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower Company to the Holder Purchaser on such Amortization Repayment Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in means the case lesser of a conversion into EPXR Common Stock, $1.00 and (y) in or an amount equal to 100% of the case average closing price of a conversion into VOXX the Common Stock on or after for the ten (10) trading days immediately prior to the date of this Note. Notwithstanding the consummation of an initial public offering immediately foregoing, in no event shall the Fixed Conversion Price set on the date hereof exceed one hundred five percent (105%) of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering closing price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)last trading day prior to the date hereof.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Each month by the fifth (5th) business day prior to each Amortization Repayment Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting (each, a "REPAYMENT NOTICE") stating whether, according to the Conversion Criteria (as defined below), the Monthly Amount payable on the next Amortization Repayment Date shall be paid in cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, or a "REPAYMENT NOTICE")combination of both. If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Dateamount. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the The number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)1.35.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each . Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting (each, a "Repayment Notice") stating whether, according to the Conversion Criteria (as defined below), the Monthly Amount payable on the next Amortization Date shall be paid in cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, or a "REPAYMENT NOTICE")combination of both. If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Date, then the Borrower Borrowers shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102103% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Dateamount. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the The number of such shares to be issued by the Borrower Xxxxxx Equipment to the Holder on such Amortization Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Not later than the fifth (5th) business day prior to each Amortization Repayment Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, may deliver to Borrower a written notice in the form of Exhibit B attached hereto converting directing the Borrower to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Repayment Date and the Conversion Criteria (or is hereinafter defined) has not required been met on such Notice Date, then, subject to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any In the event the Borrower shall be required to pay any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Datecash, as the case may be, Borrower shall be paid pay to the Holder in respect to such payment an amount equal to 102% of the principal portion of such Monthly Amount (with the amount in excess of 100% of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Datebe considered additional interest with respect to this Note). If the Holder converts Upon conversion of all or a portion of the any Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)5.48.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) . If the Monthly Amount (or a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 3.2) must be paid in cash pursuant to Section 2.1(b), then the Borrower shall pay the Holder an amount equal to One Hundred Three percent (103%) of the principal amount of the Monthly Amount then due and owing to the Holder on the Repayment Date (excluding such portion thereof of such Monthly Amount that would have been converted into shares of Common Stock but for Section 3.2 ) in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount is converted into shares of Common Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, means $0.50 which such Fixed Conversion Price shall be subject to further adjustment as provided herein, mean (xset forth in Section 3.4(b) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)hereof.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b). Each month, each month by no later than the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), subject to 2.1(b), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting stating the Monthly Amount payable on the next Amortization Repayment Date in cash or Repayment Date, as the case may be, converted into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICE"). If Subject to Section 2.1(b), if a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shallmeans $2.70 (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), subject 2.2, and 3.2 hereof, the Holder shall convert all or a portion of the Monthly Amount due on each Repayment Date into shares of Common Stock if the average closing price of the Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (5) trading days immediately preceding the applicable Repayment Date is greater than or equal to further adjustment as provided herein110% of the Fixed Conversion Price, mean (x) so that the Holder shall be paid the Monthly Amount due to the Holder on such Repayment Date in the case shares of a conversion into EPXR Common Stock, $1.00 and (y) in provided, however, that the case of a conversion into VOXX Common Stock on or after the date amount of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Monthly Amount payable in Common Stock on the VOXX IPO applicable Repayment Date shall, if applicable, be limited to thirty five percent (after giving effect thereto)35%) of the aggregate dollar trading volume of the Common Stock for the ten (10) day trading period immediately preceding the applicable Notice Date. Any part of the Monthly Amount due on a Repayment Date that the Holder has not converted into Common Stock pursuant to this Section 2.1(b) shall be paid by the Borrower in cash within three (3) Business Days of the applicable Repayment Date.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If The Holder has the Monthly right, at any time after January 7, 2021, at its election, to convert part of the Principal Amount is required to be paid in into shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below fully paid and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted non-assessable shares of common stock of EPXR the Issuer ("EPXR the “Common Stock") or”). Each month, following the satisfaction of each Holder may convert the Principal Amount of the conditions set forth in clause (i) Note into a number of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock not exceeding ten percent (10%) of the total trade volume of the Common Stock publicly reported for the previous calendar month (the “Volume Limitation”). For example, if the aggregate sum of all daily trade volume for the previous calendar month is ten million (10,000,000) shares, then Holder may not convert any part of the Principal Amount of the Note into more than 1,000,000 shares of Common Stock in the month of conversion, subject to further limitations of Section 2(d) of this Note, if applicable. If this Note is subsequently assigned to more than one party, then the Volume Limitations on the assigned Promissory Notes (“Assigned Notes”) shall be pro-rata adjusted based on the Principal Amount of those Assigned Notes. For clarification the Volume Limitation percentage of the assigned shall equal: 10% * (Principal Amount / $1,000,000). The conversion price (the “Conversion Price”) shall be $0.013 per share of Common Stock. The conversion formula shall be as follows: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. A conversion notice (the “Conversion Notice”) may be delivered to Issuer by a reasonable verifiable method of Holder’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Holder. If no objection is delivered from the Issuer to the Holder with respect to any variable or calculation reflected in the Conversion Notice within 24 hours of delivery of the Conversion Notice to the Issuer, then the Issuer shall have thereafter been deemed to have irrevocably confirmed and irrevocably ratified such Conversion Notice and waived any objection thereto. The Issuer shall deliver the shares of Common Stock from any conversion to the Holder within five (5) business days of Conversion Notice delivery. Upon request of the Holder and provided herein, that the number of such shares to be issued by are eligible for transfer under Rule 144 of the Borrower Securities Act of 1933, as amended (the “Securities Act”), or are effectively registered under the Securities Act, the Issuer shall cause its transfer agent to electronically issue the Common Stock issuable upon conversion to the Holder on such Amortization Date or Repayment Date, as through the case may be, DTC Direct Registration System. The Conversion Price shall be subject to equitable adjustments for stock splits, stock dividends or rights offerings by the number determined by dividing (x) Issuer relating to the portion Issuer’s securities or the securities of any subsidiary of the Monthly Amount to be paid in shares of Common StockIssuer, by (y) the then applicable Fixed Conversion Price. For purposes hereofcombinations, the "FIXED CONVERSION PRICE" shallrecapitalization, subject to further adjustment as provided hereinreclassifications, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 extraordinary distributions and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)similar events.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common StockCOMMON STOCK") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common StockCOMMON STOCK") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachStock") (each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an a Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO DateDATE"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX either cash or Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an a Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)2.96.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by . Not later than the fifth (5th) business day prior to each Amortization Repayment Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, may deliver to Borrower a written notice in the form of Exhibit B attached hereto converting directing the Borrower to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required Repayment Date, then, subject to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any In the event the Borrower shall be required to pay any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Datecash, as the case may be, Borrower shall be paid pay to the Holder in respect to such payment an amount equal to 102% of the principal portion of the such Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment DateAmount. If the Holder converts elects to convert all or a portion of the any Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shallmeans $0.60, subject to further adjustment as provided hereinprovided, mean however, that the first Nine Hundred Fifty Thousand Dollars (x$950,000) in aggregate principal amount (the case "Reduced Price Conversion Amount") of a conversion the Note converted into EPXR Common Stock, $1.00 and (y) in the case shares of a conversion into VOXX Common Stock on or after August 17, 2005 (the "Effective Date") (including all interest and fees converted on or prior to the date of the consummation of an initial public offering conversion in full of the VOXX Common Stock (the "VOXX IPO Date"), Reduced Price Conversion Amount) shall be converted at a price Fixed Conversion Price equal to 85% of $.32, provided, further, that the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)Fixed Conversion Price shall in all cases be subject to adjustment as set forth herein.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each PAYMENT OF MONTHLY AMOUNT IN CASH OR COMMON STOCK. Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Repayment Date and the Conversion Criteria (or is hereinafter defined) has not required to be delivered in accordance with Section 2.1(b))been met on such Notice Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization the Repayment Date or Repayment Date(with the amount in excess of 100% of the Monthly Amount to be considered additional interest with respect to this Note). If the Holder converts Upon conversion of all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, means $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto)5.03.

CONVERSION REPAYMENT. 2.1 Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each . Each calendar month by the fifth tenth (5th10th) business day prior to each Amortization Repayment Date (the "NOTICE DATENotice Date"), the Holder shallBorrower, subject to Section 2.2 below and the other provisions of this Noteat its election, may deliver to Borrower the Holder a written notice in the form of Exhibit B attached hereto to be provided by the Holder converting the Monthly Amount payable on the next Amortization Repayment Date in either cash or Common Stock, or a combination of both (each, a "Repayment DateNotice"): provided, as the case may behowever, into freely tradable unrestricted that payment in shares of common stock of EPXR ("EPXR Common Stock") or, following Stock may only occur if during the satisfaction of each 10 Trading Days immediately prior to the applicable Repayment Date all of the conditions Equity Conditions have been met and the payment in shares of Common Stock would not exceed 25% of the volume for any of the previous 10 Trading Days. For the purposes of this Section 2.1, "Equity Conditions" shall mean, during the period in question, (i) the Company shall have the duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion, if any, (ii) all liquidated damages and other amounts owing in respect of the Notes shall have been paid; (iii) there is an effective Registration Statement pursuant to which the Holder is permitted to utilize the prospectus thereunder to resell all of the shares issuable pursuant to the Transaction Documents (and the Company believes, in good faith, that such effectiveness will continue uninterrupted for the foreseeable future), (iv) the Common Stock is trading on a Trading Market (and the Company believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (v) there is a sufficient number of authorized but unissued and otherwise unreserved shares of Common Stock for the issuance of al of the shares issuable pursuant to the Transaction Documents, (vi) there is then existing no Default or Event of Default, (vii) all of the shares issued or issuable pursuant to the Transaction Documents would not violate the limitations set forth in clause Section 3.2 hereof, (iviii) no public announcement of Section 2.2 below, into freely tradable unrestricted shares a pending or proposed transaction that in the Lender's determination changes the nature of common stock the business of VOXX the Borrow or effects a change of control of the Borrower or an acquisition transaction has occurred that has not been consummated and ("VOXX Common Stock"ix) (EPXR the closing price for the Common Stock and VOXX Common Stock, collectively, is at least 115% of the "Common Stock")(each, a "REPAYMENT NOTICE"Borrower Conversion Price (as adjusted). If a Repayment Notice is not delivered by the Holder Borrower on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount Principal Xxxxxx paid in cash on an Amortization a Repayment Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Principal Amount otherwise due and owing to the Holder on such Amortization Date or the Repayment Date. If the Holder Borrower converts all or a portion of the Monthly Amount in into shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization the applicable Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, Stock by (y) the then applicable Fixed Borrower Conversion Price. For the purposes hereof, "Trading Market" means any of the NASD OTC Bulletin Board, the NASDAQ SmallCap Market, the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange For the purposes hereof, the "FIXED CONVERSION PRICEBorrower Conversion Price" shall, subject to further adjustment as provided herein, mean means the product of (xa) in the case of a conversion into EPXR Common Stock, $1.00 85% and (yb). for the purposes of this Section 2.1, "VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) in if the case of a conversion into VOXX Common Stock is then listed or quoted on or after a Trading Market, the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering daily volume weighted average price of the VOXX Common Stock for such date (or the nearest preceding date) on the VOXX IPO Date primary Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (after giving effect theretobased on a Trading Day from 9:30 a.m. EST to 4:02 p.m. EST) using the VAP function; (b) if the Common Stock is not then listed or quoted on the Trading Market and if prices for the Common Stock are then reported in the "Pink Sheets" published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of a share of Common Stock as determined by a nationally recognized-independent appraiser selected in good faith by the Holder.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If . Subject to Sections 2.1, 2.2 and 3.2 hereof, the Borrower shall have the sole option to determine whether to satisfy payment of the Monthly Amount is required to be paid on each Repayment Date either in cash or in shares of Common Stock (as defined below) pursuant to Section 2.1(bin the Purchase Agreement), each or a combination of both. Each month by the fifth twentieth (5th20th) business day prior to each Amortization Date (the "NOTICE DATE")a Repayment Date, the Holder shall, subject to Section 2.2 below and the other provisions of this Note, Borrower shall deliver to Borrower the Holder a written irrevocable notice in the form of Exhibit B attached hereto converting electing to pay the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICE") (the date by which such notice is required to be given being hereinafter referred to as the "NOTICE DATE"); provided, however, a Repayment Notice may provide that the Borrower's election as set forth in such Repayment Notice will remain in effect in respect of each Repayment Date occurring after the Repayment Date first subject of such Repayment Notice unless otherwise revoked by the Borrower in writing in which case the Borrower will not be required to deliver an additional Repayment Notice during the period such election remains applicable; provided, further, however, that the Borrower shall not be permitted to revoke a Repayment Notice in respect of a Repayment Date after the applicable Notice Date for such Repayment Date has occurred. If a Repayment Notice is not delivered by to the Holder on or before by the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date shall be paid in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to one hundred two percent (102% %) of the principal cash portion of the Monthly Amount otherwise due and owing to Holder on then payable in satisfaction of such Amortization Date or Repayment Dateobligation. If the Holder converts Borrower repays all or a portion of the Monthly Amount in shares of Common Stock as provided hereinStock, the number of such shares to be issued by the Borrower to the Holder on for such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICE" shallmeans $0.20. (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1, subject 2.2 and 3.2 hereof, the Holder shall convert into shares of Common Stock all or a portion of the Monthly Amount (together with accrued and unpaid interest and applicable fees) due on each Repayment Date according to further adjustment the following guidelines (collectively, the "Conversion Criteria"): (i) the average closing price of the Common Stock as provided hereinreported by Bloomberg, mean L.P. on the Principal Market for the five (x5) consecutive trading days immediately preceding such Notice Date shall be greater than or equal to 110% of the Fixed Conversion Price and (ii) the sum of the amount of such conversion plus the amount of the conversion into shares of Common Stock of all or a portion of the applicable "Monthly Amount" (if any) as defined in the case July 2004 Agreement (the "2004 Monthly Amount"), does not in the aggregate exceed twenty percent (20%) of a conversion the aggregate dollar trading volume of the Common Stock for the twenty two (22) trading days immediately preceding the applicable Repayment Date. If the Conversion Criteria are not met, the Holder shall convert only such part of the Monthly Amount (if any) which, when added to amount of the 2004 Monthly Amount to be converted into EPXR shares of Common Stock, $1.00 and (y) in meets the case Conversion Criteria. Any part of the Monthly Amount due on a conversion Repayment Date that the Holder has not been able to convert into VOXX shares of Common Stock on or after due to failure to meet the date Conversion Criteria, shall be paid by the Borrower in cash at the rate of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85102% of the offering Monthly Amount otherwise due on such Repayment Date, within three (3) business days of the applicable Repayment Date. (c) Subject to Sections 2.1, 2.2 and 3.2 hereof, if the average closing price of the VOXX Common Stock on the VOXX IPO Principal Market is less than one hundred ten percent (110%) of the Fixed Conversion Price for the five (5) trading days immediately preceding a Repayment Date, then the Holder shall convert into shares of Common Stock all or a portion of the Monthly Amount (together with accrued and unpaid interest and applicable fees) at a conversion price equal to ninety percent (90%) of the volume weighted average price of the Common Stock during the twenty (20) trading days immediately prior to the respective Repayment Date, provided, however, that such conversion of the Monthly Amount due on each Repayment Date does not exceed twenty percent (after giving effect thereto)20%) of the aggregate dollar trading volume of the Common Stock for the twenty (20) trading days immediately preceding the Repayment Date. Any part of the Monthly Amount due on such Repayment Date that the Holder has not been able to convert into shares of Common Stock as set forth in this Section 2.1(c) shall be paid in cash at the rate of 102% of the Monthly Amount otherwise due on such Repayment Date, within three (3) business days of the applicable Repayment Date. In no event shall the conversion price for the purposes of this Section 2.1(c) be less than $0.10. (d) Any amounts converted by the Holder pursuant to this Section 2.1 shall be deemed to constitute payments of outstanding fees, interest and principal arising in connection with Monthly Amounts for the remaining Repayment Dates, in chronological order.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) . If the Monthly Amount (or a portion thereof of such Monthly Amount if such portion of the Monthly Amount would have been converted into shares of Common Stock but for Section 3.2) is required to be paid in cash pursuant to Section 2.1(b), then the Borrower shall pay the Holder an amount equal to the Monthly Amount due and owing to the Holder on the Repayment Date in cash. If the Monthly Amount (or a portion of such Monthly Amount if not all of the Monthly Amount may be converted into shares of Common Stock pursuant to Section 3.2) is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Date or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, a "REPAYMENT NOTICE"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b)), then the Borrower shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shallmeans $0.83. (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), subject to further adjustment as provided herein2.2 and 3.2 hereof, mean (x) in the case Holder shall convert into shares of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on all or after the date a portion of the consummation of an initial public offering Monthly Amount due on each Repayment Date according to the following guidelines (collectively, the "Conversion Criteria"): (i) the average closing price of the VOXX Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (the "VOXX IPO Date"), a price 5) consecutive trading days immediately preceding such Repayment Date shall be greater than or equal to 85120% of the offering price Fixed Conversion Price and (ii) the amount of such conversion does not exceed twenty five percent (25%) of the VOXX aggregate dollar trading volume of the Common Stock for the twenty two (22) day trading period immediately preceding the applicable Repayment Date. If the Conversion Criteria are not met, the Holder shall convert only such part of the Monthly Amount that meets the Conversion Criteria. Any part of the Monthly Amount due on a Repayment Date that the VOXX IPO Date Holder has not been able to convert into shares of Common Stock due to failure to meet the Conversion Criteria, shall be paid by the Borrower in cash within three (after giving effect thereto)3) business days following the applicable Repayment Date.

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each . Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATE"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower ROIE a written notice in the form of Exhibit B attached hereto converting (each, a "REPAYMENT NOTICE") stating whether, according to the Conversion Criteria (as defined below), the Monthly Amount payable on the next Amortization Date shall be paid in cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(each, or a "REPAYMENT NOTICE")combination of both. If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Date, then the Borrower Borrowers shall pay the Monthly Amount due on such Amortization Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or Repayment Dateamount. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the The number of such shares to be issued by the Borrower ROIE to the Holder on such Amortization Date or Repayment Date, as (in respect of such portion of the case may beMonthly Amount converted into in shares of Common Stock pursuant to Section 2.1(b)), shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in converted into shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the "FIXED CONVERSION PRICE" shall, subject to further adjustment as provided herein, mean (x) in the case of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after the date of the consummation of an initial public offering of the VOXX Common Stock (the "VOXX IPO Date"), a price equal to 85% of the offering price of the VOXX Common Stock on the VOXX IPO Date (after giving effect thereto).

CONVERSION REPAYMENT. 2.1 (a) Payment of Monthly Amount in Cash or Common Stock. (a) If the Monthly Amount is required to be paid in shares of Common Stock (as defined below) pursuant to Section 2.1(b), each . Each month by the fifth (5th) business day prior to each Amortization Date (the "NOTICE DATENotice Date"), the Holder shall, subject to Section 2.2 below and the other provisions of this Note, shall deliver to Borrower a written notice in the form of Exhibit B attached hereto converting the Monthly Amount payable on the next Amortization Repayment Date in either cash or Repayment Date, as the case may be, into freely tradable unrestricted shares of common stock of EPXR ("EPXR Common Stock") or, following the satisfaction of each of the conditions set forth in clause (i) of Section 2.2 below, into freely tradable unrestricted shares of common stock of VOXX ("VOXX Common Stock") (EPXR Common Stock and VOXX Common Stock, collectively, the "Common Stock")(eachor a combination of both (each, a "REPAYMENT NOTICERepayment Notice"). If a Repayment Notice is not delivered by the Holder on or before the applicable Notice Date for such Amortization Date (or is not required to be delivered in accordance with Section 2.1(b))Repayment Date, then the Borrower shall pay the Monthly Amount due on such Amortization Repayment Date in cash. Any portion of the Monthly Amount paid in cash on an Amortization Date or a Repayment Date, as the case may be, shall be paid to the Holder in an amount equal to 102% of the principal portion of the Monthly Amount otherwise due and owing to Holder on such Amortization Date or the Repayment Date. If the Holder converts all or a portion of the Monthly Amount in shares of Common Stock as provided herein, the number of such shares to be issued by the Borrower to the Holder on such Amortization Repayment Date or Repayment Date, as the case may be, shall be the number determined by dividing (x) the portion of the Monthly Amount to be paid in shares of Common Stock, by (y) the then applicable Fixed Conversion Price. For purposes hereof, the initial "FIXED CONVERSION PRICEFixed Conversion Price" shallmeans $0.33. (b) Monthly Amount Conversion Guidelines. Subject to Sections 2.1(a), subject to further adjustment as provided herein2.2, mean (x) and 3.2 hereof, the Holder shall convert all or a portion of the Monthly Amount due on each Repayment Date in the case shares of a conversion into EPXR Common Stock, $1.00 and (y) in the case of a conversion into VOXX Common Stock on or after if the date average closing price of the consummation of an initial public offering of the VOXX Common Stock as reported by Bloomberg, L.P. on the Principal Market for the five (the "VOXX IPO Date"), a price 5) trading days immediately preceding such Repayment Date was greater than or equal to 85110% of the offering price Fixed Conversion Price, provided, however, that such conversions shall not exceed twenty five percent (25%) of the VOXX aggregate dollar trading volume of the Common Stock for the five (5) day trading period immediately preceding delivery of a Notice of Conversion to the Borrower. Any part of the Monthly Amount due on a Repayment Date that the VOXX IPO Holder has not converted into shares of Common Stock shall be paid by the Borrower in cash on such Repayment Date. Any part of the Monthly Amount due on such Repayment Date which must be paid in cash shall be paid in cash at the rate of 102% of the Monthly Amount otherwise due on such Repayment Date, within three (after giving effect thereto)3) business days of the applicable Repayment Date.