Common use of Share Issuances Clause in Contracts

Share Issuances. 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula 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. Subject to the provisions of this Section 3.32.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 2.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by Offer Price Such adjustment shall become effective immediately upon the Company upon earlier to occur of the date of issuance of such issuanceshares 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. Subject to the provisions of this Section 3.3, if 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 writing or in the Company’s Exchange Act Filingswriting; (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 Exercise Price in effect immediately reset prior to such lower 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 pursuant to on the formula belowrecord 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. 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. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower; or (iv) 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 long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to the one year anniversary of the issuance thereof , (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 immediately reset to such lower Exercise Offer Price pursuant to at the formula belowtime of issuance of such securities. 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 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. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) pursuant to options that may be issued as of the date hereof to officers, directors, employees and consultants under any employee incentive stock option and/or any stock option plan adopted by the Borrower or (iv) in connection with acquisition of physician practices or businesses in the ordinary course of business for the Company) , 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : (A + B) + [((C – D) x B) / C] A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to above in this subsection 4(b) Subsection then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B (A + B) + [((C - D) X B) / C] A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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 securities convertible into Common Stock to a person other than the Holder (except otherwise than (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 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 Noteswriting; or (iviii) 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 CompanyBorrower) for a consideration per share (the “Offer Price”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then such Exercise current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately reset prior to such lower Exercise event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price pursuant to then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the formula below. same manner upon the happening of any successive event or events described herein in this subsection C. 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. 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. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by Offer Price Such adjustment shall become effective immediately upon the Company upon earlier to occur of the date of issuance of such issuanceshares 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. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to in accordance with the formula 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 in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price [establish how this will be calculated]

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for Filings and the sale of the shares of Common Stock listed on Schedule A schedules to the Secured Convertible Term NotesPurchase Agreement; or (iviii) 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) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company Corporation issues any additional shares in the manner referred pursuant to Section 3.6(c) above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note assuming the entire amount of the Note is converted. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to If the provisions of this Section 3.3, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or set forth in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A Schedules to the Secured Convertible Term Notes; or Purchase Agreement (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company"NEW SHARES") for a consideration per share or having an exercise, conversion or exchange price (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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. If . (A) In the Company issues any additional shares case of the issuance of New Shares for a consideration in whole or in part for cash, 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 consideration received by the following fraction: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. A = Total (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 outstanding of New Stock deliverable upon exercise, exchange or deemed to conversion, as the case may be, of such Equivalents will 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 issued at the time such Equivalents were issued and for a consideration equal to such issuance. D = Consideration the consideration, if any, received by the Company 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. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (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 CompanyParent; (iv) pursuant to warrants issued to key employees as part of incentive programs and (v) warrants or options issued by the Parent in connection with acquisitions [of wholly-owned Subsidiaries] in which neither the Parent nor any of its Subsidiaries receives any cash consideration) 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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer Price. 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 applicable Exercise Fixed Conversion Price at upon 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. Subject to the provisions of this Section 3.33.4, 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 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 in filings with the Company’s Securities and Exchange Act Filings; (iii) for Commission or the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term NotesSecurities Purchase Agreement; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : (A + B) + [((C – D) x B) / C] A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the successive offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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, 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 the Company’s Exchange Act Filingsfavor of Rachel Heller; (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 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 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset to such lower Exercise Offer Price pursuant to at the formula below. For time of issuance of such 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 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 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. Subject to the provisions of this Section 3.33.4, 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 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, shares issuable upon the conversion of warrants issued on or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A prior to the Secured Convertible Term Notesdate 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 (iviii) pursuant to options that may be issued as of the date hereof 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 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 Price”"OFFER PRICE") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 all interest, fees, costs and expenses related thereto) shall be reset to the formula belowOffer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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. 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. Subject to the provisions of this Section 3.33.6, 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 securities convertible into Common Stock to a person other than the Holder (except otherwise than (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 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 Noteswriting; or (iviii) 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 CompanyBorrower) for a consideration per share (the “"Offer Price”") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then such Exercise current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately reset prior to such lower Exercise event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Fixed Conversion Price pursuant to then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the formula below. same manner upon the happening of any successive event or events described herein in this subsection C. 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. 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. Subject to the provisions of this Section 3.33.5, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Offer Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject FPL shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the provisions of this Section 3.3issuance, if the Company shall at any time prior to the exercise in full of this Warrant issue 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, warrantsshareholder value awards and restricted stock awards granted under the FPL Option Plans in accordance with their terms, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for the sale 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 shares 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 or equity-based awards to acquire or in respect of, as applicable, Company Common Stock listed on Schedule A to in the Secured Convertible Term Notes; or manner contemplated by Section 5.06, (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of any security FPL Preferred Stock in respect of FPL Rights, (v) 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 shares of capital stock in connection with the Company issues refinancing of capital stock in accordance with Section 4.01(c)(iv)(D) and (vi) the pro rata issuance by a subsidiary of its capital stock to its shareholders), or modify or amend any additional right of any holder of outstanding shares in the manner referred of capital stock or Options with respect thereto other than 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 give effect to be outstanding immediately prior to such issuanceSection 5.06. 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. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 and non qualified stock option plan adopted by the CompanyBorrower; or (iv) the issuance of 500,000 shares of Common Stock, all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the 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 immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of any security of below If 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 pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: (A + B) ------------------------ (A + B) + [((C - D) x B) / C] where: A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding or proposed to be issued on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (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 (including without limitation, pursuant to the Company’s director stock option plan); or (iv) with respect to warrants or options exercisable into up to 370,000 shares of Common Stock (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event) issued to consultants of the Company, so long as, in the case of this clause (iv), such warrants and options are exercisable into the Common Stock at an exercise price no less than the greater of (x) $0.75 (as adjusted for any subdivision, combination or similar event with respect to the Common Stock and (y) the average closing price of the Common Stock for the immediately preceding five (5) trading day period) 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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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 upon 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. Subject to the provisions of this Section 3.33.5, 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 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 options, warrants, or other obligations contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act FilingsBorrower therefor; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; issuable upon exercise of options, warrants or (iv) pursuant to options that may be issued other obligations outstanding as of the date hereof under any employee incentive stock option adopted hereof; (iv) shares of Common Stock issuable upon the conversion of the Borrower’s Preferred Stock in existence on the date hereof; and (v) shares of Common Stock issued as payment of interest in accordance with the terms of the notes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the CompanyBorrower 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 such Exercise the Fixed Conversion Price shall be immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.5C above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.32.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: ----------------------------- A + B ` ----------------------------- (A + B) + [((C - D) x B) / C] ----------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 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 shares of Common Stock or securities convertible into Common Stock (the “Aggregate Consideration”) shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 equal to the formula belowClosing 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 all interest, fees, costs and expenses related thereto) shall be reset to the Offer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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 upon 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. Subject to the provisions of this Section 3.33.4, 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 in writing, other than the Company’s Exchange Act Filings; (iii) for disclosure made by the sale of Company to the shares of Common Stock listed Holder on Schedule A 12(c)(ii) to the Secured Convertible Term NotesSecurity Agreement (as defined in Section 4.9); or (iviii) 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) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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 upon the time of issuance of such securities. If the Company Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower; or (iv) 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 long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to the one year anniversary of the issuance thereof , (y) such shares are issued at a price per share no less 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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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. 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. Subject If and whenever the Maker issues or sells, or in accordance with Section 5(c) hereof is deemed to the provisions of this Section 3.3have issued or sold, if the Company shall at any time prior to the exercise in full of this Warrant issue 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) for an Exempt Issuance). For purposes of this Section an “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock options or shares of Common Stock issued upon the exercise of any such options to employees, officers or directors of the Maker pursuant to optionsany stock or option plan duly adopted by a majority of the 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, warrants(b) securities upon the exercise of or conversion of any convertible securities, options or other obligations to issue shares warrants issued and outstanding on the date hereof as disclosed to Holder in writing of issuance, provided that such securities have not been amended, (c) the securities issued or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A issuable hereunder or pursuant to the Secured Convertible Term Notes; or (iv) pursuant to options that may be issued Securities Purchase Agreement between the Maker and the holder, dated as of the date hereof under any employee incentive stock option adopted by hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or other transactions with an unrelated third party in a bona fide transaction the Companypurpose of which is not fundraising, or (e) for a consideration per share (the “Offer Price”) less than any Exercise Price in effect issuances at the time of such issuance, then such Exercise Price shall be immediately reset to such lower Exercise Price pursuant fair market value to the formula belowMaker’s suppliers, consultants and other providers of services and goods not to exceed $100,000 to any one Person, and not to exceed an aggregate of $250,000 in any fiscal year without the prior written consent of the holder. 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 Company Maker issues any additional shares in of Common Stock or Preferred Stock for a consideration per share less than the manner referred to above in this subsection 4(b) thenrate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, and thereafter successively based upon each such issuethe then applicable Common Conversion Price or Preferred Conversion Price, each Exercise 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 each then applicable Exercise Common Conversion Price or Preferred Conversion Price, as the case may be, by the following fraction: : A = Total number The total amount of common shares outstanding (in the case of a dilutive common stock issuance) or deemed to be outstanding immediately prior to such 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. 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. Subject to the provisions of this Section 3.33.4, 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 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) pursuant to options or stock that may be issued as of the date hereof under any employee incentive stock option and/or stock option or stock purchase plan adopted by the CompanyBorrower) or (iv) in connection with a bona fide joint venture, development agreement, strategic partnership, equipment lease financing, or real estate leasing transaction that does not raise equity capital for the 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in pursuant to Section 3.4 above that require a reset of the manner referred to above in this subsection 4(b) then applicable Fixed Conversion Price, then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B (A + B) + [((C - D) x B) / C] A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writing or as disclosed in the Company’s any 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 or other securities that may be issued as of the date hereof under any employee incentive stock option plan adopted by the CompanyBorrower; (iv) issuance of any securities 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 (vii) issuance of any securities, without regard to the purpose therefor, during the 30-day period succeeding the date of this Note) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to above in this subsection 4(b) thenSection 3.4 above, then and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.6, 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 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 options, warrants, or other obligations contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act FilingsBorrower therefor; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; issuable upon exercise of options, warrants or (iv) pursuant to options that may be issued other obligations outstanding as of the date hereof under any employee incentive stock option adopted hereof; (iv) shares of Common Stock issuable upon the conversion of the Borrower’s Preferred Stock in existence on the date hereof; and (v) shares of Common Stock issued as payment of interest in accordance with the terms of the notes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the CompanyBorrower 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 such Exercise the Fixed Conversion Price shall be immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 2.6C above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 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 shares of Common Stock or securities convertible into Common Stock (the “Aggregate Consideration”) shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 equal to the formula belowClosing 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 all interest, fees, costs and expenses related thereto) shall be reset to the Offer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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 upon 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. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 and non-qualified stock option plan adopted by the CompanyBorrower) or (iv) the issuance of 500,000 shares of Common Stock (subject to appropriate adjustment for stock splits, stock dividends or other similar recapitalizations affecting the Common Stock) all of which are unregistered, as compensation for professional services rendered by consultants and other service providers of the 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B ------------------------------ (A + B) + [((C - D) x B) / C] A = Total number amount of shares outstanding or deemed of Common Stock convertible pursuant to be outstanding immediately prior to such issuance. this Note . B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject 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 provisions 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 Section 3.3provision, would have been issued, Silver Dollar or its successor shall 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 the Company shall at any time 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 writing or in which is six months from the Company’s Exchange Act Filingsdate of issue; and (iii) for will not directly or indirectly, whether alone or jointly or in concert with any other person without the sale consent of Silver Dollar (A) solicit proxies from shareholders or other security holders of the shares Silver Dollar or any of Common Stock listed on Schedule A its Affiliates or otherwise attempt to influence the Secured Convertible Term Notesconduct of the shareholders or other security holders of Silver Dollar or any of its Affiliates; (B) 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 propose 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 (ivC) pursuant in any manner, directly or indirectly, seek to options that may be issued as control or influence the board of directors of Silver Dollar any Affiliate of Silver Dollar or the date hereof under management or policies of Silver Dollar or affect control of Silver Dollar or any employee incentive stock option adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 issuanceits Affiliates. 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. Subject to the provisions of this Section 3.32.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 2.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (D), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower; (iv) pursuant to the Vendor Compensation Plan; (v) in connection with any strategic merger or acquisition approved by AdStar’s Board of Directors (vi) for up to 50,000 shares of Common Stock issued by the Borrower in any single transaction (subject to an aggregate limit of up to 100,000 shares of Common Stock in any 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 extent disclosed by the Borrower 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 such Exercise the Fixed Conversion Price shall be immediately reset to such lower Exercise Price 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 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 [establish how this will be 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. 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. Subject to the provisions of this Section 3.32.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower; or (iv) 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 long as (x) such shares are restricted and do not become freely or publicly traded in any respect prior to the one year anniversary of the issuance thereof , (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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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. 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. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) pursuant to options that may be issued as of the date hereof to officers, directors, employees and consultants under any employee incentive stock option and/or any stock option plan adopted by the CompanyBorrower or (iv) in connection with acquisition of businesses or assets by the Borrower in the ordinary course of its business consistent with past practices, 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to above in this subsection 4(b) B then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (D), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing (including, without limitation, the options, warrants or other obligations expressly set forth in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A Disclosure Schedules to the Secured Convertible Term NotesSecurity Agreement); or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ______________________________________ A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) pursuant to options that may be issued as of the date hereof under any employee incentive or director stock option plan adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number All then-outstanding Common Stock of the Company (including also, as if outstanding, the total amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note) B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 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 options, warrants, or other obligations contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act FilingsBorrower therefor; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; issuable upon exercise of options, warrants or (iv) pursuant to options that may be issued other obligations outstanding as of the date hereof under any employee incentive stock option adopted hereof; (iv) shares of Common Stock issuable upon the conversion of the Borrower's Preferred Stock in existence on the date hereof; and (v) shares of Common Stock issued as payment of interest in accordance with the terms of the notes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the CompanyBorrower and the investors named therein) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.5C above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ----------------------------- A + B ----------------------------- (A + B) + [((C - D) x B) / C] ----------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (iii) for 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 sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; Parent, or (iv) pursuant to options that may be issued as any acquisition with the prior written consent of the date hereof under any employee incentive stock option adopted by Holder (the Companyissuances set forth in the foregoing clauses “(i)” through “(iv)” shall hereafter be referred to as “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 immediately reset to such lower Exercise Price pursuant to the formula 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 securitiessecurities pursuant to the formula below. If the Company Parent issues any additional shares in of Common Stock (other than for Excluded Issuances) for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). C = Exercise Price sold in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.offering

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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, 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 writing; or in the Company’s Exchange Act Filings; (iii) for pursuant to securities that may be issued under any employee stock option and/or any stock plan adopted by the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; or Borrower) (iv) pursuant to stock options that may be issued as 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 Borrower’s board of directors; (v) upon conversion of any preferred stock of the Borrower outstanding on the date hereof under any employee incentive stock option adopted hereof, or (vi) in connection with acquisition transactions approved by the CompanyBorrower’s board of directors provided, however, that the aggregate consideration for any individual acquisition f shall not exceed $2,500,000 in the aggregate, without the prior written consent of Laurus, which consent shall not be 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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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. 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. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 equal to the formula belowClosing 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 all interest, fees, costs and expenses related thereto) shall be reset to the Offer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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. 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. Subject to the provisions of this Section 3.33.5, 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 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, shares issuable upon the conversion of warrants issued on or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A prior to the Secured Convertible Term Notesdate 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 (iviii) pursuant to options that may be issued as of the date hereof 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 Price”"OFFER PRICE") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 all interest, fees, costs and expenses related thereto) shall be reset to the formula belowOffer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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. 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. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- | | | A + B | ---------------------------------------- | | | (A + B) + [((C - D) x B) / C] | ---------------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise an Offer Price determined pursuant to the formula 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 such adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities. If the Company Corporation issues any additional securities convertible into Common Stock or shares in the manner referred of Common Stock pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuanceOffering price .

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower; (iv) for issuances to officers, employees or directors of the Borrower or any of its Subsidiaries; (v) with respect to up to 10,000 shares of Common Stock (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event) issued to consultants of the Borrower in any fiscal month of the Borrower; or (vi) issuances made by the Borrower as consideration for the acquisition of assets or property or the acquisition of any business or entity, so long as such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are not registered under a registration statement with the SEC and do not become freely or publicly traded in any respect until so permitted under Rule 144 of the Securities 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 amount shall be adjusted from time to time following the 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 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 shares of Common Stock or securities convertible into Common Stock (the “Aggregate Consideration”) shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 equal to the formula belowClosing 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 all interest, fees, costs and expenses related thereto) shall be reset to the Offer Price if the Offer Price is less than such Fixed Conversion Price in effect at the time of such 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. 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. Subject to the provisions of this Section 3.3---------------- 3.5, if the Company eLinear 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 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 Noteswriting; or (iviii) 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 CompanyeLinear) 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 immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower eLinear 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 eLinear issues any additional shares in the manner referred pursuant to above in this subsection 4(b) Subsection then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B (A + B) + [((C - D) x B) / C] A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writing or as disclosed in the Company’s any 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 or other securities that may be issued as of the date hereof under any employee incentive stock option plan adopted by the CompanyBorrower; (iv) issuance of any securities 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 (vii) issuance of any securities, without regard to the purpose therefor, during the 30-day period succeeding the date of this Note) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to above in this subsection 4(b) thenSection 3.4 above, then and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ------------------------------ A + B ------------------------------ (A + B) + [((C - D) x B) / C] ------------------------------ A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 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 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 (ivii) 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 CompanyBorrower) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Offer Price pursuant to the formula 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 Company Borrower issues any additional shares in the manner referred pursuant to above in this subsection 4(bSection 3.5 (C) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: --------------------------------------- A + B --------------------------------------- (A + B) + [((C - D) x B) / C] --------------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by Offer Price Such adjustment shall become effective immediately upon the Company upon earlier to occur of the date of issuance of such issuanceshares 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. Subject to the provisions of this Section 3.33.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (D), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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 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 (ivii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price pursuant to the formula 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 Company Borrower issues any additional shares in the manner referred pursuant to above in this subsection 4(bSection 3.5 (C) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : --------------------------- A + B --------------------------- (A + B) + [((C - D) x B) / C] --------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyROIE) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company ROIE issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (C), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of ROIE.

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). C = Exercise Price sold in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.offering

Share Issuances. Subject to the provisions of this Section 3.33.2, 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 securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 3.2(b) (A) or (B) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.2 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B -------------------------------------- (A + B) + [((C - D) x B) / C] A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 only upon the time of issuance conversion, exercise or exchange of such securities. If the Company Corporation issues any additional shares in the manner referred pursuant to Section 3.5 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in (including shares issuable under the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed circumstances set forth on Schedule A 4.2 to the Secured Convertible Term NotesPurchase Agreement); or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : --------------------------------- A + B --------------------------------- (A + B) + [((C - D) x B) / C] --------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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, warrants or other obligations to issue shares outstanding on the date hereof; 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 disclosed to Holder in writing the Notes, Warrants or the Supplemental Warrants (as defined in the Company’s Exchange Act FilingsSupplement); (iiiiv) for the sale of the shares of Common Stock listed on Schedule A or options to employees, officers or directors of the Company pursuant 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 or option plan and/or any qualified stock option plan adopted by the CompanyBorrower; (v) securities issued pursuant to any acquisition or strategic 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 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 raising capital or to an entity whose primary business is investing in securities; and (vi) up to, in the aggregate, $1,000,000 shares of Common Stock or equivalents in any 12 month period to consultants 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 immediately reset to such lower Exercise Offer Price pursuant to the formula belowbelow (“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 in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: A + B ______________________ (A + B) + [((C - D) x B) / C] A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (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 stock bonus plan adopted by the Company) or (iv) pursuant to an acquisition of a company (including stock or assets) by the Company for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion 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.be

Share Issuances. Subject to the provisions of this Section 3.33.4, 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, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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) 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset to such lower Exercise Offer Price pursuant at the time of issuance of such 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 all interest, fees, costs and expenses related thereto) shall be reset to the formula belowOffer 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. 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. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: --------------------------- A + B --------------------------- (A + B) + [((C - D) x B)/C] --------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) pursuant to options or warrants issued or that may be issued as under any 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 date hereof under any employee 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.per share

Share Issuances. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : --------------------------- A + B --------------------------- (A + B) + [((C - D) x B)/C] --------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s its 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; or (iv) with respect to securities issued pursuant to acquisitions or strategic 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 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 raising capital or to an entity whose primary business is investing in securities) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 2.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. B = Number of shares any convertible Note 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.and/or any of its Subsidiaries to the Holder B = Actual shares sold in the offering C = Fixed Conversion Price

Share Issuances. Subject to If the provisions of this Section 3.3, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or set forth in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A Schedules to the Secured Convertible Term Notes; or Purchase Agreement (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company"NEW SHARES") for a consideration per share or having an exercise, conversion or exchange price (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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. If . (A) In the Company issues any additional shares case of the issuance of New Shares for a consideration in whole or in part for cash, 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 consideration received by the following fraction: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. A = Total (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 outstanding of New Stock deliverable upon exercise, exchange or deemed to conversion, as the case may be, of such Equivalents will 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 issued at the time such Equivalents were issued and for a consideration equal to such issuance. D = Consideration the consideration, if any, received by the Company 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. Subject to the provisions of this Section 3.33.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyROIE) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company ROIE issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (C), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of ROIE.

Share Issuances. Subject Entergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the provisions of this Section 3.3issuance, if the Company shall at any time prior to the exercise in full of this Warrant issue 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, warrantsshareholder value awards and restricted stock awards granted under the Entergy Option Plans in accordance with their terms, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for the sale 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 shares 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 or equity- based awards to acquire or in respect of, as applicable, Company Common Stock listed on Schedule A to in the Secured Convertible Term Notes; or manner contemplated by Section 5.06, (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of shares of capital stock in connection with the refinancing of capital stock in accordance with Section 4.02(c)(iv)(D) and (v) the pro rata issuance by a subsidiary of its capital stock to its shareholders), or modify or amend any security right of the Borrower convertible into any holder of outstanding shares of capital stock or exercisable or exchangeable for Common Stock shall result in an adjustment Options with respect thereto other than to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred give effect 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 issuanceSection 5.06. 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. Subject to the provisions of this Section 3.33.4, 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 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 as set forth in the CompanyBorrower’s Exchange Act FilingsFilings or in any schedule to the Purchase Agreement; (iii) for the sale of the with respect to shares of Common Stock listed on Schedule A or options or warrants to purchase Common Stock, in each case issued to to employees, officers, or directors, of the Secured Convertible Term Notes; Borrower pursuant to any stock or option plan or grant duly adopted by the Board of Directors of the Borrower or (iv) pursuant with respect to no more than, in the aggregate 50,000 shares per quarter of Common Stock (or options that may be or warrants to purchase Common Stock), issued to consultants of the Company (as of calculated on the date hereof under and appropriately adjusted for any employee incentive stock option adopted by subdivision, combination or similar event), so long as such shares of Common Stock (or options or warrants to purchase Common Stock) are restricted and do not become freely or publicly traded in any respect prior to the Companytwo 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 immediately reset to such lower Exercise Offer Price pursuant to at the formula belowtime of issuance of such securities. 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 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. Subject Entergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the provisions of this Section 3.3issuance, if the Company shall at any time prior to the exercise in full of this Warrant issue 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, warrantsshareholder value awards and restricted stock awards granted under the Entergy Option Plans in accordance with their terms, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filings; (iii) for the sale 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 shares 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 or equity-based awards to acquire or in respect of, as applicable, Company Common Stock listed on Schedule A to in the Secured Convertible Term Notes; or manner contemplated by Section 5.06, (iv) pursuant to options that may be issued as of the date hereof under any employee incentive stock option adopted by the Company) 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 immediately reset to such lower Exercise Price pursuant to the formula below. For purposes hereof, the issuance of shares of capital stock in connection with the refinancing of capital stock in accordance with Section 4.02(c)(iv)(D) and (v) the pro rata issuance by a subsidiary of its capital stock to its shareholders), or modify or amend any security right of the Borrower convertible into any holder of outstanding shares of capital stock or exercisable or exchangeable for Common Stock shall result in an adjustment Options with respect thereto other than to the applicable Exercise Price at the time of issuance of such securities. If the Company issues any additional shares in the manner referred give effect 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 issuanceSection 5.06. 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. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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 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 (ivii) 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 CompanyBorrower) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Offer Price pursuant to the formula 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 Company Borrower issues any additional shares in the manner referred pursuant to above in this subsection 4(bSection 3.5 (C) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, if the Company a21 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 3.4(a), (b) or (c) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filingshereof; (iii) pursuant to options, warrants, shares or other obligations to issue shares as consideration for the sale purchase price in connection with the acquisition of any person’s or entity’s equity interests or assets which have been approved by a majority of the shares independent directors serving on a21’s Board of Common Stock listed on Schedule A to the Secured Convertible Term NotesDirectors; or (iv) pursuant to options that may be issued as incentives granted by a21 pursuant to plans approved by a21’s Board of Directors; or (v) pursuant to a joint venture, strategic alliance or comparable agreement which have been approved by a majority of the date hereof under any employee incentive stock option adopted by the Companyindependent directors serving on a21's Board of Directors) 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 subject to the limitations set forth in the next sentence (x) in respect of any Follow On Offerings, the Fixed Conversion Price shall be immediately reset to the lowest Offer Price of such lower Exercise Following On Offerings and (y) with respect to all other offerings, the Fixed Conversion Price shall be immediately reset pursuant to the formula in the paragraph 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; provided, however, that notwithstanding anything to the contrary set forth herein, the Fixed Conversion Price shall in no event, at anytime, be less than $0.50 (as the same may be adjusted pursuant to Sections 3.4(a), (b) and (c) above). If No Follow On Offerings shall in any event have an Offer Price of less than $0.50. The Fixed Conversion Price shall only be adjusted downward. Other than with respect to a Follow On Offering, if the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.4 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion 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. Subject to the provisions of this Section 3.33.4, 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 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 in the Company’s Exchange Act Filingswriting; (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 CompanyBorrower); or (iv) pursuant to shares and/or options or warrants to purchase shares granted in connection with the acquisition of another company (provided all assets acquired in such acquisition are delivered at the closing of such acquisition as collateral securing the obligations of the Company under the note and the Related Documents)) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : (A + B) + [((C - D) x B) / C] A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuancethis Note . 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. Subject to the provisions of this Section 3.33.4, 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 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 (including, without limitation, as reflected in the Company’s its Exchange Act Filings; Filings that have been made on or prior to the original issuance of this Note) or (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 now or hereafter be issued as of the date hereof under any employee incentive stock option and/or any qualified or non-qualified stock option plan adopted by the Borrower (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 Company)) 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 immediately thereafter reset to such lower Exercise Price pursuant to the formula 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 in the manner referred to above described in this subsection 4(b) Section 3.4(b)C above, then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.5, if ROIE shall (after the Company shall 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyROIE) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company ROIE issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 outstanding or deemed to be outstanding immediately prior to of Common Stock issued upon the exercise of such issuance. B = Number convertible securities. For the purpose of this paragraph (C), the number of shares issued (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 deemed to have been issued). C = Exercise Price rights, warrants, convertible or exchangeable securities in effect immediately prior to such issuance. D = Consideration received by respect of shares of Common Stock held in the Company upon such issuancetreasury of ROIE.

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 hereof, including the Warrant issued pursuant to the Purchase Agreement, as disclosed to Holder in writing or as disclosed in the Company’s any 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 or other securities that may be issued as of the date hereof under any employee incentive stock option plan adopted by the CompanyBorrower; (iv) issuance of any securities 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 (vii) issuance of any securities, without regard to the purpose therefor, during the 30-day period succeeding the date of this Note) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to above in this subsection 4(b) thenSection 3.4 above, then and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing (including, without limitation, the options, warrants or other obligations expressly set forth in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A Disclosure Schedules to the Secured Convertible Term NotesSecurity Agreement); or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing (either in a Schedule to the Security Agreement or in any of the Company’s Parent's SEC Reports or Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes); or (iviii) 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 CompanyParent) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of such securitiessecurities pursuant to the formula below. If the Company Parent issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : -------------------------- A + B -------------------------- (A + B) + [((C - D) x B) / C] -------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Notes B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D =D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.32.5, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 applicable Exercise Fixed Conversion Price at the time of issuance of such securitiesas set forth below. If the Company Borrower issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 2.5 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. the Security Agreement B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.5 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ----------------------------------- A + B ----------------------------------- (A + B) + [((C - D) x B) / C] ----------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Price pursuant to in accordance with the formula 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 in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B (A + B) + [((C – D) x B) / C] A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). C = Exercise Price sold in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.offering

Share Issuances. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (iii) pursuant to any equity incentive plan for directors, officers or employees adopted by the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term NotesParent; or (iv) pursuant to options that may be the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the date hereof under any employee incentive stock option adopted by the CompanyNotes or Warrants) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange, as applicable, of such securities. If the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 2.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 in writing, other than the Company’s Exchange Act Filings; (iii) for disclosure made by the sale of Company to the shares of Common Stock listed Holder on Schedule A 12(c)(ii) to the Secured Convertible Term NotesSecurity Agreement; or (iviii) 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) for a consideration per share (the “Offer "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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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 upon the time of issuance of such securities. If the Company issues any additional shares in the manner referred pursuant to Section 2.5 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsection A above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) pursuant to options that may be issued as of the date hereof to officers, directors, employees and consultants under any employee incentive stock option and/or any stock option plan adopted by the CompanyBorrower or (iv) in connection with acquisition of businesses or assets by the Borrower in the ordinary course of its business consistent with past practices) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to above in this subsection 4(b) B then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A + B (A + B) + [((C – D) x B) / C] A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject If and whenever the Maker issues or sells, or in accordance with Section 5(c) hereof is deemed to the provisions of this Section 3.3have issued or sold, if the Company shall at any time prior to the exercise in full of this Warrant issue 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) for an Exempt Issuance). For purposes of this Section an "Exempt Issuance" shall mean the issuance of (a) shares of Common Stock options or shares of Common Stock issued upon the exercise of any such options to employees, officers or directors of the Maker pursuant to optionsany stock or option plan duly adopted by a majority of the 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, warrants(b) securities upon the exercise of or conversion of any convertible securities, options or other obligations to issue shares warrants issued and outstanding on the date hereof as disclosed to Holder in writing of issuance, provided that such securities have not been amended, (c) the securities issued or in the Company’s Exchange Act Filings; (iii) for the sale of the shares of Common Stock listed on Schedule A issuable hereunder or pursuant to the Secured Convertible Term Notes; or (iv) pursuant to options that may be issued Securities Purchase Agreement between the Maker and the holder, dated as of the date hereof under any employee incentive stock option adopted by hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or other transactions with an unrelated third party in a bona fide transaction the Companypurpose of which is not fundraising, or (e) for a consideration per share (the “Offer Price”) less than any Exercise Price in effect issuances at the time of such issuance, then such Exercise Price shall be immediately reset to such lower Exercise Price pursuant fair market value to the formula belowMaker's suppliers, consultants and other providers of services and goods not to exceed $100,000 to any one Person, and not to exceed an aggregate of $250,000 in any fiscal year without the prior written consent of the holder. 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 Company Maker issues any additional shares in of Common Stock or Preferred Stock for a consideration per share less than the manner referred to above in this subsection 4(b) thenrate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, and thereafter successively based upon each such issuethe then applicable Common Conversion Price or Preferred Conversion Price, each Exercise 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 each then applicable Exercise Common Conversion Price or Preferred Conversion Price, as the case may be, by the following fraction: : (A + B) + [((C - D) x B) / C] A = Total number The total amount of common shares outstanding (in the case of a dilutive common stock issuance) or deemed to be outstanding immediately prior to such 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. 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. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) /C] ---------------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.32.6, 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 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 options, warrants, or other obligations contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act FilingsBorrower therefor; (iii) for the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term Notes; issuable upon exercise of options, warrants or (iv) pursuant to options that may be issued other obligations outstanding as of the date hereof under any employee incentive stock option adopted hereof; (iv) shares of Common Stock issuable upon the conversion of the Borrower's Preferred Stock in existence on the date hereof; and (v) shares of Common Stock issued as payment of interest in accordance with the terms of the notes issued pursuant to that Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the CompanyBorrower and the investors named therein) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in the manner referred pursuant to Section 2.6C above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ------------------------------------------------------ A + B ------------------------------------------------------ (A + B) + [((C - D) x B) / C] ------------------------------------------------------ A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note. B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Fixed Conversion Price

Share Issuances. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise 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 shares outstanding securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall thereafter be deemed to be outstanding 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 issuance. B = Number reclassification or other change. Issuance of shares 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 (or deemed by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been issued)converted or paid. C = Exercise Price in effect immediately prior The Borrower will pay no costs, fees or any other consideration to such issuancethe Holder for the production and issuance of a new Note. D = Consideration received by the Company upon such issuance.EVENTS OF DEFAULT

Share Issuances. Subject to the provisions of this Section 3.33.4, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price at the time of issuance of such securities pursuant to the formula 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 Borrower issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction:: ------------------------------------- A + B ------------------------------------- (A + B) + [((C - D) x B) /C] ------------------------------------- A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note, the Purchase Agreement and the Related Agreements. B = Number of Actual shares issued (or deemed to have been issued). sold in the Offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.5, 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 in writing, other than the Company’s Exchange Act Filings; (iii) for disclosure made by the sale of Company to the shares of Common Stock listed Holder on Schedule A 12(c)(ii) to the Secured Convertible Term NotesSecurity Agreement; or (iviii) 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) for a consideration per share (the “Offer Price”"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 immediately reset to such lower Exercise Price pursuant to the formula belowOffer 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 upon the time of issuance of such securities. If the Company issues any additional shares in the manner referred pursuant to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.6, if the Company 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (iii) pursuant to any equity incentive plan for directors, officers or employees adopted by the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term NotesParent; or (iv) pursuant to options that may be the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the date hereof under any employee incentive stock option adopted by the CompanyNotes or Warrants) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange, as applicable, of such securities. If the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing or in the Company’s Exchange Act Filingswriting; (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 adopted and/or any qualified stock option plan approved by Borrower's Board of Directors, (iv) with respect to up to 1,000,000 shares of Common Stock (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so long as (x) such shares of Common Stock do not become freely tradeable (following the filing of an S-8 or 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 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 immediately reset to such lower Exercise Offer Price pursuant to at the formula belowtime of issuance of such securities. 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 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. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing 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 Noteswriting; or (iviii) 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) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 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 in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuanceOffer Price.

Share Issuances. Subject to the provisions of this Section 3.33.6, 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, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing or in the Company’s Exchange Act Filingswriting; (iii) pursuant to any equity incentive plan for directors, officers or employees adopted by the sale of the shares of Common Stock listed on Schedule A to the Secured Convertible Term NotesCompany; or (iv) pursuant to options that may be the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the date hereof under any employee incentive stock option adopted by the CompanyNotes or Warrants) 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 immediately reset to such lower Exercise Price pursuant to the formula 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 issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange, as applicable, of such securities. If the Company issues any additional shares in of Common Stock for a consideration per share less than the manner referred then-applicable Fixed Conversion Price pursuant to above in this subsection 4(b) Section 3.6 then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number amount of shares outstanding or deemed convertible pursuant to be outstanding immediately prior to such issuance. this Note B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offer Price

Share Issuances. Subject to the provisions of this Section 3.32.5, 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 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 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 (ivii) 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 CompanyBorrower) 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 immediately reset to such lower Exercise Offer Price pursuant to the formula 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 Company Borrower issues any additional shares in the manner referred pursuant to above in this subsection 4(bSection 3.5 (C) then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.4, 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 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, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing 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 Noteswriting; or (iviii) pursuant to options or stock that may be issued as of the date hereof under any employee incentive stock option and/or stock option or stock purchase plan adopted by the CompanyBorrower) or (iv) in connection with a bona fide joint venture, development agreement, strategic partnership, equipment lease financing, or real estate leasing transaction that does not raise equity capital for the 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 immediately reset to such lower Exercise Price pursuant to the formula 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 Corporation issues any additional shares in pursuant to Section 3.4 above that require a reset of the manner referred to above in this subsection 4(b) then applicable Fixed Conversion Price, then, and thereafter successively upon each such issue, each Exercise the Fixed Conversion Price shall be adjusted by multiplying the each then applicable Exercise Fixed Conversion Price by the following fraction: : ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Total number of Actual shares outstanding or deemed to be outstanding immediately prior to such issuance. offering B = Number of Actual shares issued (or deemed to have been issued). sold in the offering C = Exercise Fixed Conversion Price in effect immediately prior to such issuance. D = Consideration received by the Company upon such issuance.Offering price

Share Issuances. Subject to the provisions of this Section 3.33.6, 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 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 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 adopted by the Company) 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 immediately reset to the price determined by multiplying the Fixed Conversion Price (as in effect from time to time) by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such issue plus the number of shares of Common Stock which the aggregate consideration received by Borrower for 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 shall be the number of shares of Common Stock outstanding immediately prior to such 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 Exercise Price pursuant to than the formula belowclosing market price on the date 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. If the Company issues any additional "Additional Shares" means all shares in the manner referred to above in this subsection 4(b) thenof Common Stock, 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.except: 4