Common use of Share Issuances Clause in Contracts

Share Issuances. If the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 2.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 2.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofParent) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. If Subject to the provisions of this Section 3.3, if the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writingwriting or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; or (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "“Offer Price"”) less than any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the immediately reset to such lower Exercise Price in effect immediately prior pursuant to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred to above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise Price shall be adjusted by multiplying the each then applicable Exercise Price by the following fraction: A = Total number of shares outstanding or deemed to be outstanding immediately prior to such issuance. B = Number of shares issued (or deemed to have been issued). C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upon converxxxx xx that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; (iii) pursuant to options that may be issued under any employee incentive anx xxxxxxxx xxcentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe "Aggregate Consideration") issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights or warrants plus securities (provided that, in the number event that the outstanding principal amount of additional shares of Common Stock offered for subscription or purchasethis Note is greater than the respective Aggregate Consideration, and of the Holder shall determine in its sole discretion which the numerator shall be the number of shares portion of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date principal amount of issuance this Note shall have a "reset" Fixed Conversion Price as a result of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For issuance).For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If FPL shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the Company shall at any time prior to the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of Common Stock its capital stock or securities convertible into Common Stock to a person any Option with respect thereto (other than the Holder (except (i) pursuant to subsection 4(a) above; the issuance of FPL Common Stock upon the exercise of FPL Employee Stock Options in accordance with their terms, (ii) pursuant to optionsthe issuance of FPL Common Stock in respect of target performance share awards, warrants or other obligations to issue shares outstanding on shareholder value awards and restricted stock awards granted under the date hereof as disclosed to Holder FPL Option Plans in writing; accordance with their terms, (iii) the issuance of FPL Employee Stock Options and the grant of equity awards pursuant to the FPL Option Plans in accordance with their terms providing, in aggregate, up to an additional 3,400,000 shares of FPL Common Stock, provided, however, that any FPL Employee Stock Options and equity awards granted after the date of this Agreement (other than any such FPL Employee Stock Options or equity awards granted to the FPL officers whose names are set forth in Section 4.01(d) of the FPL Disclosure Letter) shall be granted on terms pursuant to which such FPL Employee Stock Options and equity awards shall not vest on the FPL Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the FPL Effective Time, be converted into options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by the Company; Section 5.06, (iv) pursuant to securities issued to the original Holder on the date hereof; or issuance of FPL Preferred Stock in respect of FPL Rights, (v) pursuant to securities issued the issuance of shares of capital stock in connection with acquisitions or strategic transactions the primary purpose refinancing of which is not raising capital, so long as, capital stock in accordance with Section 4.01(c)(iv)(D) and (vi) the case pro rata issuance by a subsidiary of this clause (vits capital stock to its shareholders), such or modify or amend any right of any holder of outstanding shares of Common Stock so issued (capital stock or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any Options with respect prior thereto other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.

Share Issuances. If Cinergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the Company shall at any time prior to the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of Common Stock its capital stock or securities convertible into Common Stock to a person any Option with respect thereto (other than the Holder (except (i) pursuant to subsection 4(a) above; the issuance of Cinergy Common Stock upon the exercise of Cinergy Employee Stock Options outstanding as of the date hereof or issued after the date hereof in accordance with the terms of this Agreement in accordance with their terms, (ii) pursuant to options, warrants or the issuance of Cinergy Common Stock in respect of other obligations to issue shares equity compensation awards granted under the Cinergy Employee Stock Option Plans outstanding on as of the date hereof as disclosed to Holder or issued after the date hereof in writing; accordance with the terms of this Agreement in accordance with their terms, (iii) the issuance of Cinergy Employee Stock Options and the grant of other equity compensation awards pursuant to options the Cinergy Employee Stock Option Plans in accordance with their terms providing, in aggregate, up to an additional 2,000,000 shares of Cinergy Common Stock in any 12-month period following the date hereof, provided, however, that any Cinergy Employee Stock Options and equity awards granted after the date of this Agreement shall, subject to paragraph 4 of Section 4.01(i) of the Cinergy Disclosure Letter, be granted on terms pursuant to which such Cinergy Employee Stock Options and equity awards shall not vest on the Cinergy Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, provided, further, however, that Cinergy Employee Stock Options and equity awards granted after the date of this Agreement may be issued under any employee incentive stock option and/or any qualified stock option plan adopted vest upon termination of employment by the Company; Company or any of its subsidiaries without "cause" or by the participants for "good reason" (each as defined in the applicable agreement), in each case, within the two-year period following the Cinergy Effective Time, and shall, at the Cinergy Effective Time, be converted into options or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, and (iv) pursuant the pro rata issuance by a subsidiary of its capital stock to securities its shareholders, provided, further, subject to Section 4.01(d) of the Cinergy Disclosure Letter, that any shares of Cinergy Common Stock that Cinergy or its subsidiaries shall contribute, directly or indirectly, to any employee benefit plan (including any plan intended to satisfy the requirements of Section 401(a) of the Code) or that Cinergy or its subsidiaries shall make subject to any dividend reinvestment or similar plan shall be shares purchased in open-market or privately negotiated transactions, but shall not constitute newly issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose shares of which is not raising capital, so long as, in the case of this clause (vCinergy Common Stock), such or modify or amend any right of any holder of outstanding shares of Common Stock so issued (its capital stock or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any Option with respect prior thereto other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.

Share Issuances. If the Company Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock ("EQUIVALENTS") to a person other than the Holder (except (iA) pursuant to subsection 4(aSections 3.4(c) above; (i) or (ii) hereof; or (B) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder set forth in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued Schedules to the original Holder on Purchase Agreement (the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof"NEW SHARES") for a consideration per share or having an exercise, conversion or exchange price (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities. (A) In the case of the issuance of New Shares for a consideration in whole or in part for cash, the consideration received by the Borrower upon such issuance will be deemed to be the amount of cash paid therefor plus the value of any property other than cash received by the Borrower, determined as provided in subsection 3.4 (c) (iv)(B) hereof. (B) In the case of the issuance of New Shares for a consideration in whole or in part in property other than cash, the value of such property other than cash will be deemed to be the fair market value of such property as determined in good faith by the Board, irrespective of any accounting treatment. (C) In the case of the issuance of Equivalents, the aggregate maximum number of shares of New Stock deliverable upon exercise, exchange or conversion, as the case may be, of such Equivalents will be deemed to have been issued at the time such Equivalents were issued and for a consideration equal to the consideration, if any, received by the Borrower upon the issuance of such Equivalents plus the maximum purchase price provided in such Equivalents (the consideration in each case to be determined in the manner provided in subsections 3.4(c)(iv)(A) and 3.4(c)(iv)(B) hereof); (D) During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upxx xxxxersion of that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; or (iii) pursuant to options that may be issued under any issxxx xxxxx xxx employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with pursuant to acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe "Aggregate Consideration") issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights or warrants securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of this Note shall have a "reset" Fixed Conversion Price as a result of such issuance). For example, in the event that the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset to in accordance with the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price [establish how this will be calculated]

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock not to exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so issued long as (or securities convertible into Common Stock so issuedx) such shares are restricted and do not become freely or publicly traded in any respect prior to the two one year anniversary of the issuance thereofthereof , (y) such shares are issued at a price per share no lees than 100% of the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (z) such shares are issued in connection with acquisitions, joint ventures and other business development initiatives) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datesecurities. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofParent) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe "Aggregate Consideration") issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of this Note shall have a "reset" Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than or warrants equal to the Closing Date Market Price and (ii) the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable to a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe “Aggregate Consideration”) issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of this Note shall have a “reset” Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than or warrants equal to the Closing Date Market Price and (ii) the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable to a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A, B or C above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price as set forth below. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 2.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of issuance of such securities.shares convertible pursuant to the Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount and (y) in the case of VOXX Common Stock at any time after the VOXX IPO Date and prior to the conversion or repayment in full of the Principal Amount, issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (any such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereofVendor Compensation Plan; or (v) pursuant to securities issued in connection with acquisitions any strategic merger or strategic transactions the primary purpose acquisition approved by AdStar’s Board of which is not raising capital, so long as, in the case of this clause Directors (v), such vi) for up to 50,000 shares of Common Stock so issued by the Borrower in any single transaction (or securities convertible into subject to an aggregate limit of up to 100,000 shares of Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior consecutive 12 month period) or (vii) pursuant to conversion privileges or exercise rights of any presently outstanding securities, including anti-dilution provisions thereof (to the two year anniversary of extent disclosed by the issuance thereofBorrower on the date hereof on Schedule 4.3 to the Purchase Agreement) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below: If the Corporation issues any additional shares pursuant to this Section 3.4, then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately by the following fraction: A = Actual shares outstanding prior to such record date by a fraction, of which offering B = Actual shares sold in the denominator shall offering C = Fixed Conversion Price D = Offering price [establish how this will be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. calculated] For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Acceris Communications Confidential Materials October 14, 2004 Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options or warrants issued or that may be issued under any employee employee, officer or director stock option plans, or other options or warrants issued to employees, officers, directors, customers, distributors, channel partners or other business partners of the Borrower approved by the Borrower’s Board of Directors and in the ordinary course of business, incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the offering C = Fixed Conversion Price per share

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount and (y) in the case of VOXX Common Stock at any time after the consummation of an initial public offering of the VOXX Common Stock and prior to the conversion or repayment in full of the Principal Amount, issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (and such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ------------------------------------- A + B ------------------------------------- (A + B) + [((C - D) x B) /C] ------------------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of its Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into its Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (any such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price Reclassification, etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change. Issuance of New Note. Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note. EVENTS OF DEFAULT

Share Issuances. If Entergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the Company shall at any time prior to the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of Common Stock its capital stock or securities convertible into Common Stock to a person any Option with respect thereto (other than the Holder (except (i) pursuant to subsection 4(a) above; the issuance of Entergy Common Stock upon the exercise of Entergy Employee Stock Options in accordance with their terms, (ii) pursuant to optionsthe issuance of Entergy Common Stock in respect of target performance share awards, warrants or other obligations to issue shares outstanding on shareholder value awards and restricted stock awards granted under the date hereof as disclosed to Holder Entergy Option Plans in writing; accordance with their terms, (iii) the issuance of Entergy Employee Stock Options and the grant of equity awards pursuant to the Entergy Option Plans in accordance with their terms providing, in aggregate, up to an additional 15,000,000 shares of Entergy Common Stock, provided, however, that any Entergy Employee Stock Options and equity awards granted after the date of this Agreement (other than any such Entergy Employee Stock Options or equity awards granted to the Entergy officers whose names are set forth in Section 4.02(d) of the Entergy Disclosure Letter) shall be granted on terms pursuant to which such Entergy Employee Stock Options and equity awards shall not vest on the Entergy Shareholders Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the Entergy Effective Time, be converted into options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by the Company; Section 5.06, (iv) pursuant to securities issued to the original Holder on issuance of shares of capital stock in connection with the date hereof; or refinancing of capital stock in accordance with Section 4.02(c)(iv)(D) and (v) pursuant the pro rata issuance by a subsidiary of its capital stock to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (vits shareholders), such or modify or amend any right of any holder of outstanding shares of Common Stock so issued (capital stock or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any Options with respect prior thereto other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.

Share Issuances. If 5.1 First Majestic acknowledges that Silver Dollar’s ability to issue Shares pursuant to this Agreement is subject to applicable securities legislation and stock exchange rules and that any Shares issued by Silver Dollar under this Agreement will be subject to whatever resale restrictions and escrow terms that may be imposed by applicable securities legislation and regulatory authorities (but no other such restriction), including any applicable stock exchange or quotation system, which legislation and rules require that a restrictive legend be placed on all certificates delivered to First Majestic under this Agreement. 5.2 First Majestic covenants and agrees with Silver Dollar to abide by all resale restrictions and to provide all such documentation requested by Silver Dollar, acting reasonably, to ensure the Company Shares can be issued in compliance with applicable securities legislation and stock exchange or quotation system rules, including certificate(s) confirming its accredited investor status under applicable securities legislation. 5.3 In the event of the issue of the Consideration Shares after the occurrence of one or more events involving the capital reorganization, reclassification, subdivision or consolidation of the Shares, or the merger, amalgamation or other corporate combination of Silver Dollar with one or more other entities, or of any other event in which new securities of any nature are delivered in exchange for the issued and outstanding Shares and such issued Shares are cancelled ("Fundamental Changes"), in lieu of issuing Shares which, but for the Fundamental Change and this provision, would have been issued, Silver Dollar or its successor shall at any time issue instead such number of new securities as would have been delivered as a result of the Fundamental Change in exchange for those Shares which First Majestic would have been entitled to receive if such issue had occurred immediately prior to the exercise in full Fundamental Change. 5.4 Concurrently with delivery of this Warrant issue any the First Consideration Shares to First Majestic, First Majestic and Silver Dollar shall enter into a shareholder rights agreement (the "Shareholder Rights Agreement") pursuant to which First Majestic shall agree that upon and subject to issuance of the First Consideration Shares and for so long thereafter as it holds at least 10% of the issued and outstanding shares of Common Stock or securities convertible into Common Stock to Silver Dollar on a person other than the Holder (except non-diluted basis it (i) pursuant will vote all Shares held by it from time to subsection 4(a) abovetime in favour of management's recommendations on routine matters at any general or special meeting of shareholders of Silver Dollar; (ii) will agree that the First Consideration Shares will be subject to contractual resale restrictions pursuant to options, warrants or other obligations to issue shares outstanding which the First Consideration Shares shall be released in four equal tranches every six months (with 25% of the First Consideration Shares becoming free from such restrictions every six months) commencing on the date hereof as disclosed to Holder in writingwhich is six months from the date of issue; and (iii) pursuant will not directly or indirectly, whether alone or jointly or in concert with any other person without the consent of Silver Dollar (A) solicit proxies from shareholders or other security holders of the Silver Dollar or any of its Affiliates or otherwise attempt to options that may be issued under influence the conduct of the shareholders or other security holders of Silver Dollar or any employee incentive stock option and/or any qualified stock option plan adopted by the Companyof its Affiliates; (ivB) pursuant solicit, initiate or engage in any discussions or negotiations, or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any person in order to securities issued to the original Holder on the date hereofpropose or effect any take-over bid, tender or exchange offer, amalgamation, merger, arrangement or other business combination involving Silver Dollar or any of its Affiliates or propose or effect any acquisition of assets from Silver Dollar or any of its Affiliates; or (vC) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior manner, directly or indirectly, seek to control or influence the two year anniversary board of directors of Silver Dollar any Affiliate of Silver Dollar or the issuance thereof) for a consideration per share (the "Offer Price") less than management or policies of Silver Dollar or affect control of Silver Dollar or any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesits Affiliates.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if ROIE shall (after the date hereof) at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofROIE) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price shall result in an adjustment to the Fixed Conversion Price as set forth below. If ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (an such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- | | | A + B | ---------------------------------------- | | | (A + B) + [((C - D) x B) / C] | ---------------------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Entergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the Company shall at any time prior to the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of Common Stock its capital stock or securities convertible into Common Stock to a person any Option with respect thereto (other than the Holder (except (i) pursuant to subsection 4(a) above; the issuance of Entergy Common Stock upon the exercise of Entergy Employee Stock Options in accordance with their terms, (ii) pursuant to optionsthe issuance of Entergy Common Stock in respect of target performance share awards, warrants or other obligations to issue shares outstanding on shareholder value awards and restricted stock awards granted under the date hereof as disclosed to Holder Entergy Option Plans in writing; accordance with their terms, (iii) the issuance of Entergy Employee Stock Options and the grant of equity awards pursuant to the Entergy Option Plans in accordance with their terms providing, in aggregate, up to an additional 15,000,000 shares of Entergy Common Stock, provided, however, that any Entergy Employee Stock Options and equity awards granted after the date of this Agreement (other than any such Entergy Employee Stock Options or equity awards granted to the Entergy officers whose names are set forth in Section 4.02(d) of the Entergy Disclosure Letter) shall be granted on terms pursuant to which such Entergy Employee Stock Options and equity awards shall not vest on the Entergy Shareholders Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the Entergy Effective Time, be converted into options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted or equity- based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by the Company; Section 5.06, (iv) pursuant to securities issued to the original Holder on issuance of shares of capital stock in connection with the date hereof; or refinancing of capital stock in accordance with Section 4.02(c)(iv)(D) and (v) pursuant the pro rata issuance by a subsidiary of its capital stock to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (vits shareholders), such or modify or amend any right of any holder of outstanding shares of Common Stock so issued (capital stock or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any Options with respect prior thereto other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.

Share Issuances. If Subject to the provisions of this Section 3.6, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula set forth below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities pursuant to the formula below. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: --------------------------------------- A + B --------------------------------------- (A + B) + [((C - D) x B) / C] --------------------------------------- A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. If Subject to the provisions of this Section 3.4, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price applicable to a portion of the outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe "Aggregate Consideration") issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights or warrants securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of the Note shall have a "reset" Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than the Fixed Conversion Price at the time of such issuance and (ii) the Aggregate Consideration equals $1,000,000, the Fixed Conversion Price applicable a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateOffer Price. . For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A, B or C above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price as set forth below. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 2.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ------------------------------ (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to the Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. If the Company Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock ("EQUIVALENTS") to a person other than the Holder (except (iA) pursuant to subsection 4(aSections 3.4(c) above; (i) or (ii) hereof; or (B) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder set forth in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued Schedules to the original Holder on Purchase Agreement (the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof"NEW SHARES") for a consideration per share or having an exercise, conversion or exchange price (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities. (A) In the case of the issuance of New Shares for a consideration in whole or in part for cash, the consideration received by the Borrower upon such issuance will be deemed to be the amount of cash paid therefor plus the value of any property other than cash received by the Borrower, determined as provided in subsection 3.4 (c) (iv)(B) hereof. (B) In the case of the issuance of New Shares for a consideration in whole or in part in property other than cash, the value of such property other than cash will be deemed to be the fair market value of such property as determined in good faith by the Board of Directors of the Borrower (the "BOARD"), irrespective of any accounting treatment. (C) In the case of the issuance of Equivalents, the aggregate maximum number of shares of New Stock deliverable upon exercise, exchange or conversion, as the case may be, of such Equivalents will be deemed to have been issued at the time such Equivalents were issued and for a consideration equal to the consideration, if any, received by the Borrower upon the issuance of such Equivalents plus the maximum purchase price provided in such Equivalents (the consideration in each case to be determined in the manner provided in subsections 3.4(c)(iv)(A) and 3.4(c)(iv)(B) hereof); (D) During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A, B or C above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price as set forth below. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ------------------------------ (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to the Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options and awards that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; Parent, or (iv) pursuant to securities issued to any acquisition with the original prior written consent of the Holder on (the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, issuances set forth in the case of this clause foregoing clauses “(vi), such shares of Common Stock so issued ” through “(or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior iv)” shall hereafter be referred to the two year anniversary of the issuance thereofas “Excluded Issuances”)) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock (other than for Excluded Issuances) shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock (other than for Excluded Issuances) for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount and (y) in the case of VOXX Common Stock at any time after the consummation of an initial public offering of the VOXX Common Stock and prior to the conversion or repayment in full of the Principal Amount, issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (and such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) /C] ---------------------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant for issuances to securities issued officers, employees or directors of the Borrower or any of its Subsidiaries; (v) with respect to the original Holder up to 10,000 shares of Common Stock (as calculated on the date hereofhereof and appropriately adjusted for any subdivision, combination or similar event) issued to consultants of the Borrower in any fiscal month of the Borrower; or (vvi) pursuant to securities issued in connection with acquisitions issuances made by the Borrower as consideration for the acquisition of assets or strategic transactions property or the primary purpose acquisition of which is not raising capitalany business or entity, so long as, in the case of this clause (v), as such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted not registered under a registration statement with the SEC and do not become freely or publicly traded in any respect prior to the two year anniversary until so permitted under Rule 144 of the issuance thereofSecurities Act of 1933 (as amended)) for a consideration per share (the "“Offer Price"”) less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then in the event that the Offer Price is less than or equal to $1.21 (as such Exercise Price amount shall be adjusted by multiplying from time to time following the Exercise occurrence of any event described in either Sections 3.4(b)A or 3.4(b)D (or any event similar to that described in either of Sections 3.4(b)A or 3.4(b)D)) (as adjusted, the “Closing Date Market Price”), such Fixed Conversion Price in effect immediately prior applicable to a portion of the outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe “Aggregate Consideration”) issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of the Note shall have a “reset” Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than or warrants equal to the Closing Date Market Price and (ii) the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) securities issued upon the conversion or exercise of any securities issued pursuant to subsection 4(a) abovethis Note, the Purchase Agreement or the Related Agreement; (ii) pursuant to securities issued upon the conversion or exercise of any convertible securities, options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writinghereof; (iii) securities issued upon the conversion or exercise of any notes (up to $15 million, including the Note) or warrants (to purchase up to 2,250,000 shares of Common Stock, including the Warrant) issued on or about the date hereof and upon the same terms and conditions as the Notes and/or Warrants; iv) shares of Common Stock or options to employees, officers or directors of the Company pursuant to options that may be issued under the any employee incentive stock or option plan and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) securities issued pursuant to securities issued in connection with acquisitions any acquisition or strategic transactions transactions, provided that such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the primary business of the Borrower or any of Borrowers subsidiaries and in which the Borrower receives benefits in additional to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of which raising capital or to an entity whose primary business is not raising capital, so long asinvesting in securities; and (vi) up to, in the case of this clause (v)aggregate, such $1,000,000 shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded equivalents in any respect prior 12 month period to the two year anniversary of the issuance thereofconsultants as payment for service rendered) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price pursuant to the denominator shall be the number of shares of the Common Stock formula below (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date"Subsequent Offering"). For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 2.5, if ROIE shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofROIE) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price shall result in an adjustment to the Fixed Conversion Price as set forth below. If ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. If Subject to the Company provisions of this Section 2.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock not to exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so issued long as (or securities convertible into Common Stock so issuedx) such shares are restricted and do not become freely or publicly traded in any respect prior to the two one year anniversary of the issuance thereofthereof , (y) such shares are issued at a price per share no lees than 100% of the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (z) such shares are issued in connection with acquisitions, joint ventures and other business development initiatives) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writingwriting or as set forth in Borrower’s Exchange Act Filings or in any schedule to the Purchase Agreement; (iii) with respect to shares of Common Stock or options or warrants to purchase Common Stock, in each case issued to to employees, officers, or directors, of the Borrower pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock or option plan or grant duly adopted by the Company; Board of Directors of the Borrower or (iv) pursuant with respect to securities no more than, in the aggregate 50,000 shares per quarter of Common Stock (or options or warrants to purchase Common Stock), issued to consultants of the original Holder Company (as calculated on the date hereof; hereof and appropriately adjusted for any subdivision, combination or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capitalsimilar event), so long as, in the case of this clause (v), as such shares of Common Stock so issued (or securities convertible into options or warrants to purchase Common Stock so issuedStock) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datesecurities. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writingwriting or as disclosed in any Exchange Act Filings; (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to issuance of any securities issued to the original Holder on within five (5) business days of the date hereof, in an offering registered with the Securities and Exchange Commission; (v) issuance of any securities pursuant to a joint venture, technology licensing or research and development arrangements or pursuant to arrangements for the development, manufacture, distribution, marketing or sale of Borrower's (or its subsidiaries') products or services; (vi) issuance of any securities pursuant to a merger, consolidation, sale of all or substantially all of the assets, sale or exchange of capital stock or other similar transaction; or (vvii) pursuant issuance of any securities, without regard to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capitaltherefor, so long as, in during the case 30-day period succeeding the date of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofNote) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except pursuant to: (i) pursuant to subsection 4(a) Subsections A or B above; (ii) securities issued, or deemed issued (as provided below), to directors, officers, employees or consultants of the Borrower or a subsidiary of the Borrower in connection with their service as directors of the Borrower or a subsidiary of the Borrower, their employment by the Borrower or a subsidiary of the Borrower or their retention as consultants by the Borrower or a subsidiary of the Borrower under any stock agreement and/or stock plan adopted by the Borrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations to issue shares outstanding on as of the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Companyhereof; (iv) pursuant to securities issued to shares of Common Stock issuable upon the original Holder conversion of the Borrower's Preferred Stock in existence on the date hereof; or and (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded as payment of interest in any respect prior to accordance with the two year anniversary terms of the issuance thereofnotes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Borrower and the investors named therein) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below: If the Corporation issues any additional shares pursuant to Section 3.5C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : ----------------------------- A + B ----------------------------- (A + B) + [((C - D) x B) / C] ----------------------------- A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.C = Fixed Conversion Price

Share Issuances. If Subject to the Company provisions of this Section 2.6, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except pursuant to: (i) pursuant to subsection 4(a) Subsections A or B above; (ii) securities issued, or deemed issued (as provided below), to directors, officers, employees or consultants of the Borrower or a subsidiary of the Borrower in connection with their service as directors of the Borrower or a subsidiary of the Borrower, their employment by the Borrower or a subsidiary of the Borrower or their retention as consultants by the Borrower or a subsidiary of the Borrower under any stock agreement and/or stock plan adopted by the Borrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations to issue shares outstanding on as of the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Companyhereof; (iv) pursuant to securities issued to shares of Common Stock issuable upon the original Holder conversion of the Borrower's Preferred Stock in existence on the date hereof; or and (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded as payment of interest in any respect prior to accordance with the two year anniversary terms of the issuance thereofnotes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Borrower and the investors named therein) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below: If the Corporation issues any additional shares pursuant to Section 2.6C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : ------------------------------------------------------ A + B ------------------------------------------------------ (A + B) + [((C - D) x B) / C] ------------------------------------------------------ A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.C = Fixed Conversion Price

Share Issuances. If and whenever the Company shall at any time prior Maker issues or sells, or in accordance with Section 5(c) hereof is deemed to the exercise in full of this Warrant issue have issued or sold, any shares of Common Stock for an effective consideration per share of less than the then Common Stock Conversion Price (as defined herein) or securities for no consideration then, the Conversion Price shall be adjusted pursuant to this Section 5(c). Such adjustment shall be made whenever shares of Common Stock or an instrument convertible into Common Stock to a person other than the Holder are issued (except (i) pursuant to subsection Sections 4(a) or (b) above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case for an Exempt Issuance). For purposes of this clause Section an “Exempt Issuance” shall mean the issuance of (v), such a) shares of Common Stock so issued (options or securities convertible into shares of Common Stock so issued) are restricted and do not become freely issued upon the exercise of any such options to employees, officers or publicly traded in any respect prior to the two year anniversary directors of the issuance thereof) for a consideration per share (the "Offer Price") less than Maker pursuant to any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date stock or option plan duly adopted by a fraction, of which the denominator shall be the number of shares majority of the Common Stock non-employee members of the Board of Directors of the Maker or a majority of the members of a committee of non-employee directors established for such purpose, (excluding treasury sharesb) securities upon the exercise of or conversion of any convertible securities, if any) options or warrants issued and outstanding on the date of issuance issuance, provided that such securities have not been amended, (c) the securities issued or issuable hereunder or pursuant to the Securities Purchase Agreement between the Maker and the holder, dated as of such rights the date hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or warrants plus other transactions with an unrelated third party in a bona fide transaction the number purpose of additional shares which is not fundraising, or (e) issuances at fair market value to the Maker’s suppliers, consultants and other providers of Common Stock offered for subscription or purchaseservices and goods not to exceed $100,000 to any one Person, and not to exceed an aggregate of which $250,000 in any fiscal year without the numerator shall be the number of shares prior written consent of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateholder. For purposes hereof, the issuance of any security of the Borrower Maker convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Maker issues any additional shares of Common Stock or Preferred Stock for a consideration per share less than the rate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, based upon the then applicable Common Conversion Price or Preferred Conversion Price, as the case may be, then the Common Conversion Price or the Preferred Conversion Price, as the case may be, shall be adjusted by multiplying the then applicable Common Conversion Price or Preferred Conversion Price, as the case may be, by the following fraction: A = The total amount of common shares (in the case of a dilutive common stock issuance) or the total amount of the preferred shares (in the case of a dilutive preferred stock issuance) issuable upon conversion of the Note, as the case may be.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount and (y) in the case of VOXX Common Stock at any time after the consummation of an initial public offering of the VOXX Common Stock and prior to the conversion or repayment in full of the Principal Amount, issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (and such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: --------------------------- A + B --------------------------- (A + B) + [((C - D) x B)/C] --------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 3.5(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (including shares issuable under the circumstances set forth on Schedule 4.2 to the Purchase Agreement); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: --------------------------------- A + B --------------------------------- (A + B) + [((C - D) x B) / C] --------------------------------- A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Share Issuances. If Subject to the provisions of this Section 3.6, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities. Notwithstanding the immediately foregoing, no adjustment contemplated by this Section 3.6(c) shall be required if the Company shall make such share issuances as contemplated by this Section 3.6(c) in aggregate amount not to exceed Five Million Dollars ($5,000,000) in the period beginning September 1, 2005 and ending on March 1, 2006 (the “Additional Financing Transactions”). Other than as expressly stated above, if the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if ROIE shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofROIE) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price as set forth below. If ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe “Aggregate Consideration”) issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of this Note shall have a “reset” Fixed Conversion Price as a result of such issuance). For example, in the event that (i) the Offer Price is less than or warrants equal to the Closing Date Market Price and (ii) the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable to a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (or an affiliate of the Holder except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options or stock that may be issued under any employee incentive stock option and/or any qualified stock option or stock purchase plan adopted by the Company; Borrower) or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions a bona fide joint venture, development agreement, strategic partnership, equipment lease financing, or strategic transactions real estate leasing transaction that does not raise equity capital for the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) Borrower for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above that require a reset of the then applicable Fixed Conversion Price, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.6, if Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock Additional Shares to a person Person other than the Holder (except (i) pursuant to subsection 4(a) above; (ii) pursuant to options, warrants Subsections A or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) B above for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted immediately reset to the price determined by multiplying the Exercise Fixed Conversion Price (as in effect immediately prior from time to such record date time) by a fraction, the numerator of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of immediately prior to such rights or warrants issue plus the number of additional shares of Common Stock offered which the aggregate consideration received by Borrower for subscription or purchase, the total number of Additional Shares so issued would purchase at the Fixed Conversion Price (as in effect from time to time) and the denominator of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of immediately prior to such rights or warrants issue plus the number of such Additional Shares so issued; provided that, for the purposes of this Section C, all shares of Common Stock issuable upon exercise, exchange or conversion of outstanding options, convertible securities and preferred stock shall be deemed to be outstanding prior to such issuance; provided, however, in no event may the Fixed Conversion Price be reduced to a price which is lower than the aggregate offering closing market price of the total number of shares so offered would purchase at the Exercise Price on the record datedate such reset is effective. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities.. "Additional Shares" means all shares of Common Stock, except: 4

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; writing (including, without limitation, as reflected in its Exchange Act Filings that have been made on or prior to the original issuance of this Note) or (iii) pursuant to options that may now or hereafter be issued under any employee incentive stock option and/or any qualified or non-qualified stock option plan adopted by the Company; Borrower (iv) pursuant to securities including, without limitation, options issued to employees under any separate employment agreement or arrangement, options issued to directors and officers of, and consultants to, the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (vCompany), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately thereafter reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof: (1) Except with respect to the issuance of options described in clause (iii) immediately above of this Section 3.4(b)C, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock (such securities being referred to as “Convertible Securities”) shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities. (2) In case of the issuance or sale of additional shares of Common Stock or Convertible Securities for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such shares, before deducting therefrom any commissions, compensation or other expenses paid or incurred by the Company for any underwriting of, or otherwise in connection with, the issuance or sale of such shares. (3) In the case of the issuance of shares of Common Stock or Convertible Securities for a consideration in whole or in part, other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as reasonably determined in good faith by the Board of Directors of the Company (irrespective of accounting treatment thereof); provided, however, that if such consideration consists of the cancellation of debt issued by the Company, the consideration shall be deemed to be the amount the Company received upon issuance of such debt (gross proceeds) plus accrued interest and, in the case of original issue discount or zero coupon indebtedness, accreted value to the date of such cancellation, but not including any premium or discount at which the debt may then be trading or which might otherwise be appropriate for such class of debt. (4) In case of the issuance of additional shares of Common Stock upon the conversion or exchange of any obligations (other than Convertible Securities), the amount of the consideration received by the Company for such Common Stock shall be deemed to be the consideration received by the Company for such obligation or shares so converted or exchanged, before deducting from such consideration so received by the Company any expenses or commissions or compensations incurred or paid by the Company for any underwriting of, or otherwise in connection with, the issuance or sale of such obligations or shares, plus any consideration received by the Company in adjustment of interest and dividends and fees, if any. If obligations or shares of the same class or series of a class as the obligations or shares so converted or exchanged have been originally issued for different amounts of consideration, then the amount of consideration received by the Company upon the original issuance of each of the obligations or shares so converted or exchanged shall be deemed to be the average amount of the consideration received by the Company upon the original issuance of all such obligations or shares. The amount of consideration received by the Company upon the original issuance of the obligations or shares so converted or exchanged and the amount of the consideration, if any, other than such obligations or shares received by the Company upon such conversion or exchange shall be determined in the same manner as provided in Clauses (1) through (3) above with respect to the consideration received by the Company in case of the issuance of additional shares of Common Stock or Convertible Securities. (5) For purposes of the adjustments provided for in this Section 3.4(b) , if at any time, the Company shall issue any Convertible Securities, the Company shall be deemed to have issued at the same time as the issuance of such Convertible Securities the maximum number of shares of Common Stock issuable upon conversion of the total amount of Convertible Securities. (6) Anything in this Section 3.4C to the contrary notwithstanding, no adjustment in the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in such Conversion Price; provided, however, that any adjustments which by reason of this clause 6 are not required to be made shall be carried forward and taken into account in making subsequent adjustments. All calculations under this Section shall be made to the nearest cent or to the nearest tenth of a share, as the case may be. Except as otherwise provided in Section 3.4(b)C, if the Corporation issues any additional shares described in this Section 3.4(b)C above, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified and non-qualified stock option plan adopted by the Company; Borrower) or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose issuance of which is not raising capital, so long as, in the case of this clause (v), such 500,000 shares of Common Stock so issued (subject to appropriate adjustment for stock splits, stock dividends or securities convertible into other similar recapitalizations affecting the Common Stock so issuedStock) all of which are restricted unregistered, as compensation for professional services rendered by consultants and do not become freely or publicly traded in any respect prior to the two year anniversary other service providers of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ------------------------------ (A + B) + [((C - D) x B) / C] A = Total amount of shares of Common Stock convertible pursuant to this Note . B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If the Company Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock ("EQUIVALENTS") to a person other than the Holder (except (iA) pursuant to subsection 4(aSections 3.4(c) above; (i) or (ii) hereof; or (B) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder set forth in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued Schedules to the original Holder on Purchase Agreement (the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof"NEW SHARES") for a consideration per share or having an exercise, conversion or exchange price (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities. (A) In the case of the issuance of New Shares for a consideration in whole or in part for cash, the consideration received by the Borrower upon such issuance will be deemed to be the amount of cash paid therefor plus the value of any property other than cash received by the Borrower, determined as provided in subsection 3.4 (c) (iv)(B) hereof. (B) In the case of the issuance of New Shares for a consideration in whole or in part in property other than cash, the value of such property other than cash will be deemed to be the fair market value of such property as determined in good faith by the Board, irrespective of any accounting treatment. (C) In the case of the issuance of Equivalents, the aggregate maximum number of shares of New Stock deliverable upon exercise, exchange or conversion, as the case may be, of such Equivalents will be deemed to have been issued at the time such Equivalents were issued and for a consideration equal to the consideration, if any, received by the Borrower upon the issuance of such Equivalents plus the maximum purchase price provided in such Equivalents (the consideration in each case to be determined in the manner provided in subsections 3.4(c)(iv)(A) and 3.4(c)(iv)(B) hereof); (D) During the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-

Share Issuances. If Subject to the provisions of this Section 2.6, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 2.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting or in its Exchange Act Filings; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; or (iv) pursuant with respect to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions transactions, provided any such issuance shall only be to a company which is, itself or through its subsidiaries, an operating company in a business synergistic with the primary business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of which raising capital or to an entity whose primary business is not raising capital, so long as, investing in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofsecurities) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to any convertible Note issued by the Company and/or any of its Subsidiaries to the Holder B = Actual shares sold in the offering C = Fixed Conversion Price

Share Issuances. If and whenever the Company shall at any time prior Maker issues or sells, or in accordance with Section 5(c) hereof is deemed to the exercise in full of this Warrant issue have issued or sold, any shares of Common Stock for an effective consideration per share of less than the then Common Stock Conversion Price (as defined herein) or securities for no consideration then, the Conversion Price shall be adjusted pursuant to this Section 5(c). Such adjustment shall be made whenever shares of Common Stock or an instrument convertible into Common Stock to a person other than the Holder are issued (except (i) pursuant to subsection Sections 4(a) or (b) above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case for an Exempt Issuance). For purposes of this clause Section an "Exempt Issuance" shall mean the issuance of (v), such a) shares of Common Stock so issued (options or securities convertible into shares of Common Stock so issued) are restricted and do not become freely issued upon the exercise of any such options to employees, officers or publicly traded in any respect prior to the two year anniversary directors of the issuance thereof) for a consideration per share (the "Offer Price") less than Maker pursuant to any Exercise Price in effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date stock or option plan duly adopted by a fraction, of which the denominator shall be the number of shares majority of the Common Stock non-employee members of the Board of Directors of the Maker or a majority of the members of a committee of non-employee directors established for such purpose, (excluding treasury sharesb) securities upon the exercise of or conversion of any convertible securities, if any) options or warrants issued and outstanding on the date of issuance issuance, provided that such securities have not been amended, (c) the securities issued or issuable hereunder or pursuant to the Securities Purchase Agreement between the Maker and the holder, dated as of such rights the date hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or warrants plus other transactions with an unrelated third party in a bona fide transaction the number purpose of additional shares which is not fundraising, or (e) issuances at fair market value to the Maker's suppliers, consultants and other providers of Common Stock offered for subscription or purchaseservices and goods not to exceed $100,000 to any one Person, and not to exceed an aggregate of which $250,000 in any fiscal year without the numerator shall be the number of shares prior written consent of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateholder. For purposes hereof, the issuance of any security of the Borrower Maker convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Maker issues any additional shares of Common Stock or Preferred Stock for a consideration per share less than the rate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, based upon the then applicable Common Conversion Price or Preferred Conversion Price, as the case may be, then the Common Conversion Price or the Preferred Conversion Price, as the case may be, shall be adjusted by multiplying the then applicable Common Conversion Price or Preferred Conversion Price, as the case may be, by the following fraction: (A + B) + [((C - D) x B) / C] A = The total amount of common shares (in the case of a dilutive common stock issuance) or the total amount of the preferred shares (in the case of a dilutive preferred stock issuance) issuable upon conversion of the Note, as the case may be.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) securities issued upon the conversion or exercise of any securities issued pursuant to subsection 4(a) abovethis Note, the Purchase Agreement , the Related Agreement or that certain Supplement, dated of even date herewith, by and between the Holder and the Borrower (the “Supplement”); (ii) pursuant to securities issued upon the conversion or exercise of any convertible securities, options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writinghereof; (iii) securities issued upon the conversion or exercise of any notes issued to the Other Investors on or about February 28, 2005 or the date hereof upon the same terms and conditions as the Notes, Warrants or the Supplemental Warrants (as defined in the Supplement); iv) shares of Common Stock or options to employees, officers or directors of the Company pursuant to options that may be issued under the any employee incentive stock or option plan and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) securities issued pursuant to securities issued in connection with acquisitions any acquisition or strategic transactions transactions, provided that such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the primary business of the Borrower or any of Borrowers subsidiaries and in which the Borrower receives benefits in additional to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of which raising capital or to an entity whose primary business is not raising capital, so long asinvesting in securities; and (vi) up to, in the case of this clause (v)aggregate, such $1,000,000 shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded equivalents in any respect prior 12 month period to the two year anniversary of the issuance thereofconsultants as payment for service rendered) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price pursuant to the denominator shall be the number of shares of the Common Stock formula below (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date“Subsequent Offering”). For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ______________________ (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upon conversxxx xx that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; or (iii) pursuant to options that may be issued under any employee undxx xxx xxxxxxxe incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Fixed Conversion Price shall be adjusted by multiplying applicable to a portion of the Exercise Price in effect immediately prior outstanding principal amount of this Note (and all interest, fees, costs and expenses related thereto) equal to the fair market value of the aggregate consideration paid for, or attributable to, such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock or securities convertible into Common Stock (excluding treasury shares, if anythe "Aggregate Consideration") issued and outstanding on shall be immediately reset to such lower Offer Price at the date time of issuance of such rights or warrants securities (provided that, in the event that the outstanding principal amount of this Note is greater than the respective Aggregate Consideration, the Holder shall determine in its sole discretion which portion of the outstanding principal amount of this Note shall have a "reset" Fixed Conversion Price as a result of such issuance). For example, in the event that the Aggregate Consideration equals $1,000,000, a Fixed Conversion Price applicable a principal amount of this Note equal to $1,000,000 (plus the number of additional shares of Common Stock offered for subscription or purchaseall interest, fees, costs and of which the numerator expenses related thereto) shall be reset to the number of shares of Offer Price if the Common Stock (excluding treasury shares, if any) issued and outstanding on Offer Price is less than such Fixed Conversion Price in effect at the date of issuance time of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateissuance. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 2.6, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except pursuant to: (i) pursuant to subsection 4(a) Subsections A or B above; (ii) securities issued, or deemed issued (as provided below), to directors, officers, employees or consultants of the Borrower or a subsidiary of the Borrower in connection with their service as directors of the Borrower or a subsidiary of the Borrower, their employment by the Borrower or a subsidiary of the Borrower or their retention as consultants by the Borrower or a subsidiary of the Borrower under any stock agreement and/or stock plan adopted by the Borrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations to issue shares outstanding on as of the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Companyhereof; (iv) pursuant to securities issued to shares of Common Stock issuable upon the original Holder conversion of the Borrower’s Preferred Stock in existence on the date hereof; or and (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded as payment of interest in any respect prior to accordance with the two year anniversary terms of the issuance thereofnotes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Borrower and the investors named therein) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below: If the Corporation issues any additional shares pursuant to Section 2.6C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.C = Fixed Conversion Price

Share Issuances. If Cinergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the Company shall at any time prior to the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of Common Stock its capital stock or securities convertible into Common Stock to a person any Option with respect thereto (other than the Holder (except (i) pursuant to subsection 4(a) above; the issuance of Cinergy Common Stock upon the exercise of Cinergy Employee Stock Options outstanding as of the date hereof or issued after the date hereof in accordance with the terms of this Agreement in accordance with their terms, (ii) pursuant to options, warrants or the issuance of Cinergy Common Stock in respect of other obligations to issue shares equity compensation awards granted under the Cinergy Employee Stock Option Plans outstanding on as of the date hereof as disclosed to Holder or issued after the date hereof in writing; accordance with the terms of this Agreement in accordance with their terms, (iii) the issuance of Cinergy Employee Stock Options and the grant of other equity compensation awards pursuant to options the Cinergy Employee Stock Option Plans in accordance with their terms providing, in aggregate, up to an additional 2,000,000 shares of Cinergy Common Stock in any 12-month period following the date hereof, provided, however, that any Cinergy Employee Stock Options and equity awards granted after the date of this Agreement shall, subject to paragraph 4 of Section 4.01(i) of the Cinergy Disclosure Letter, be granted on terms pursuant to which such Cinergy Employee Stock Options and equity awards shall not vest on the Cinergy Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, provided, further, however, that Cinergy Employee Stock Options and equity awards granted after the date of this Agreement may be issued under any employee incentive stock option and/or any qualified stock option plan adopted vest upon termination of employment by the Company; Company or any of its subsidiaries without “cause” or by the participants for “good reason” (each as defined in the applicable agreement), in each case, within the two-year period following the Cinergy Effective Time, and shall, at the Cinergy Effective Time, be converted into options or equity- based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, and (iv) pursuant the pro rata issuance by a subsidiary of its capital stock to securities its shareholders, provided, further, subject to Section 4.01(d) of the Cinergy Disclosure Letter, that any shares of Cinergy Common Stock that Cinergy or its subsidiaries shall contribute, directly or indirectly, to any employee benefit plan (including any plan intended to satisfy the requirements of Section 401(a) of the Code) or that Cinergy or its subsidiaries shall make subject to any dividend reinvestment or similar plan shall be shares purchased in open-market or privately negotiated transactions, but shall not constitute newly issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose shares of which is not raising capital, so long as, in the case of this clause (vCinergy Common Stock), such or modify or amend any right of any holder of outstanding shares of Common Stock so issued (its capital stock or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any Option with respect prior thereto other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to currently outstanding options, warrants warrants, or other obligations rights to issue shares acquire the Common Stock of the Borrower outstanding on the date hereof as disclosed in the Borrower’s Securities Exchange Act of 1934 filings or as disclosed to to Holder in writing; or (iii) pursuant to options securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; Borrower) (iv) pursuant to securities issued stock options and/or stock granted under the Borrower’s stock option plan for Borrower’s officers, directors, employees and advisors pursuant to arrangements, plans or contracts approved by the original Holder Borrower’s board of directors; (v) upon conversion of any preferred stock of the Borrower outstanding on the date hereof; , or (vvi) pursuant to securities issued in connection with acquisitions or strategic acquisition transactions approved by the primary purpose Borrower’s board of which is directors provided, however, that the aggregate consideration for any individual acquisition f shall not raising capital, so long as, exceed $2,500,000 in the case aggregate, without the prior written consent of this clause (v)Laurus, such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do which consent shall not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofbe unreasonably withheld) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time (after the date hereof) prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A, B or C above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price as set forth below. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Exercise Fixed Conversion Price at pursuant to this Section 3.5 then, and thereafter successively upon each such issue, the time Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A = Total amount of shares convertible pursuant to the Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder or its affiliates (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted approved by the Company; Borrower's Board of Directors, (iv) pursuant with respect to securities issued up to the original Holder 1,000,000 shares of Common Stock (as calculated on the date hereof; hereof and appropriately adjusted for any subdivision, combination or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capitalsimilar event), so long as, in the case of this clause as (v), x) such shares of Common Stock so issued do not become freely tradeable (following the filing of an S-8 or securities convertible into otherwise) until such time as the initial Registration Statement referred to in the Registration Rights Agreement has been declared effective by the SEC and (y) no more than 200,000 of such shares of Common Stock are issued in any fiscal quarter of the Company, and (v) with respect to up to 2,000,000 shares of Common Stock (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event) so issued) long as such shares are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datesecurities. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writingwriting or as disclosed in any Exchange Act Filings; (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to issuance of any securities issued to the original Holder on within five (5) business days of the date hereof, in an offering registered with the Securities and Exchange Commission; (v) issuance of any securities pursuant to a joint venture, technology licensing or research and development arrangements or pursuant to arrangements for the development, manufacture, distribution, marketing or sale of Borrower's (or its subsidiaries') products or services; (vi) issuance of any securities pursuant to a merger, consolidation, sale of all or substantially all of the assets, sale or exchange of capital stock or other similar transaction; or (vvii) pursuant issuance of any securities, without regard to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capitaltherefor, so long as, in during the case 30-day period succeeding the date of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofNote) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount and (y) in the case of VOXX Common Stock at any time after the consummation of an initial public offering of the VOXX Common Stock and prior to the conversion or repayment in full of the Principal Amount, issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance (and such issuance, an "Offering"), then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price at the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date time of issuance of such rights or warrants plus securities pursuant to the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: --------------------------- A + B --------------------------- (A + B) + [((C - D) x B)/C] --------------------------- A = Total amount of shares convertible pursuant to this Note, the Purchase Agreement and the Related Agreements. B = Actual shares sold in the Offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writingwriting or as disclosed in any Exchange Act Filings; (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to issuance of any securities issued to the original Holder on within five (5) business days of the date hereof, in an offering registered with the Securities and Exchange Commission; (v) issuance of any securities pursuant to a joint venture, technology licensing or research and development arrangements or pursuant to arrangements for the development, manufacture, distribution, marketing or sale of Borrower's (or its subsidiaries') products or services; (vi) issuance of any securities pursuant to a merger, consolidation, sale of all or substantially all of the assets, sale or exchange of capital stock or other similar transaction; or (vvii) pursuant issuance of any securities, without regard to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capitaltherefor, so long as, in during the case 30-day period succeeding the date of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofNote) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ------------------------------ A + B ------------------------------ (A + B) + [((C - D) x B) / C] ------------------------------ A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except pursuant to: (i) pursuant to subsection 4(a) Subsections A or B above; (ii) securities issued, or deemed issued (as provided below), to directors, officers, employees or consultants of the Borrower or a subsidiary of the Borrower in connection with their service as directors of the Borrower or a subsidiary of the Borrower, their employment by the Borrower or a subsidiary of the Borrower or their retention as consultants by the Borrower or a subsidiary of the Borrower under any stock agreement and/or stock plan adopted by the Borrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations to issue shares outstanding on as of the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Companyhereof; (iv) pursuant to securities issued to shares of Common Stock issuable upon the original Holder conversion of the Borrower’s Preferred Stock in existence on the date hereof; or and (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded as payment of interest in any respect prior to accordance with the two year anniversary terms of the issuance thereofnotes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Borrower and the investors named therein) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below: If the Corporation issues any additional shares pursuant to Section 3.5C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.C = Fixed Conversion Price

Share Issuances. If Except as disclosed in Section 4.02(d) of the Company FPL Group Disclosure Letter, FPL Group shall at not, nor shall it permit any time prior of its subsidiaries to (i) issue, deliver or sell, or authorize or propose the exercise in full of this Warrant issue issuance, delivery or sale of, any shares of FPL Group Capital Stock, any other voting security or Equity Interest of FPL Group or any of its subsidiaries, any FPL Group Voting Debt, or any FPL Group Other Equity-Based Awards or any Option with respect to any of the foregoing (other than (A) the issuance of FPL Group Common Stock upon the exercise of FPL Group Employee Stock Options and Gexa Warrants in accordance with their terms, (B) the issuance of FPL Group Common Stock in respect of the vesting or exercise of FPL Group Other Equity-Based Awards granted under the FPL Group Stock Plans, the terms of which contemplate such issuance of FPL Group Common Stock, in accordance with their terms, (C) the grant of FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards pursuant to the FPL Group Stock Plans in accordance with their terms, providing for the issuance of up to 5,500,000 additional shares, in aggregate, of FPL Group Common Stock or securities convertible equivalents thereof (provided, however, that any FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards granted after the date of this Agreement shall be granted on terms pursuant to which such FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards (1) shall not vest on the FPL Group Shareholder Approval or otherwise in connection with the occurrence of the transactions contemplated hereby, (2) shall not be cashed out or terminated in connection with the occurrence of the transactions contemplated hereby, (3) shall not entitle the holders thereof to any future grants of stock options or other awards (including any “replacement option” grants), whether in connection with the occurrence of the transactions contemplated hereby or otherwise, and (4) shall, at the Effective Time, be converted into options or other equity-based awards to acquire or in respect of, as applicable, Constellation Common Stock in the manner contemplated by Section 5.06), (D) the issuance of FPL Group Preferred Stock in respect of FPL Group Rights, (E) the pro rata issuance by a subsidiary of its capital stock to a person other than its shareholders, (F) the Holder issuance of FPL Group Common Stock in accordance with the terms of the FPL Group Equity Units and (except (iG) the issuance of FPL Group Common Stock pursuant to subsection 4(a(1) above; the FPL Group DRIP and (2) the FPL Group Thrift Plans in the ordinary course of business consistent with past practice or (ii) pursuant modify or amend any right of any holder of outstanding shares of FPL Group Capital Stock, any other voting security or Equity Interest of FPL Group or any of its subsidiaries, any FPL Group Voting Debt, any FPL Group Other Equity-Based Awards or any Option with respect to options, warrants or other obligations to issue shares outstanding on any of the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long asforegoing, in the each case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior other than to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Price in give effect at the time of such issuance, then such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securitiesSection 5.06.