Common use of Share Issuances Clause in Contracts

Share Issuances. Subject to the provisions of this Section 2.6, if the Parent shall at any time 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 Sections 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to If the provisions of this Section 2.6, if the Parent Company shall at any time prior to the conversion or repayment exercise in full of the Principal Amount this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a Person person other than the Holder (except (i) pursuant to Sections 2.6(a) or (bsubsection 4(a) above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentCompany; (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 the Fixed Conversion any Exercise Price in effect at the time of such issuance, then the Fixed Conversion such Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately reset pursuant prior to such record date by a fraction, of which the formula belowdenominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record date. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion applicable Exercise Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a3.6(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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”"OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C – - D) x B) / C] ---------------------------------------- A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued to officers, directors, employees and consultants under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – D) x B) / C] A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent Borrower shall at any time 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 person other than the Holder (except otherwise than (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately reset pursuant prior to such event and the formula belowdenominator 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 then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance conversion, exercise or exchange of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent Borrower shall at any time 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 person other than the Holder (except otherwise than (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then current Fixed Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately reset pursuant prior to such event and the formula belowdenominator 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 then in effect. The Fixed Conversion Price, as so adjusted, shall be readjusted in the 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance conversion, exercise or exchange of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price at the formula belowtime of issuance of such securities. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upxx xxxxersion of that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; or (iii) pursuant to options that may be issued under any issxxx xxxxx xxx employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to in accordance with the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price [establish how this will be calculated]

Share Issuances. Subject Cinergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the provisions of this Section 2.6issuance, if the Parent shall at any time prior to the conversion delivery or repayment in full of the Principal Amount issue 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 Sections 2.6(a) the issuance of Cinergy Common Stock upon the exercise of Cinergy Employee Stock Options outstanding as of the date hereof or (b) above; issued after the date hereof in accordance with the terms of this Agreement in accordance with their terms, (ii) pursuant to options, warrants, or the issuance of Cinergy Common Stock in respect of other obligations to issue shares equity compensation awards granted under the Cinergy Employee Stock Option Plans outstanding on as of the date hereof as disclosed to or issued after the Holder date hereof in writing; or accordance with the terms of this Agreement in accordance with their terms, (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (issuance of Cinergy Employee Stock Options and the “Offer Price”) less than the Fixed Conversion Price in effect at the time grant of such issuance, then the Fixed Conversion Price shall be immediately reset other equity compensation awards pursuant to the formula below. For purposes Cinergy Employee Stock Option Plans in accordance with their terms providing, in aggregate, up to an additional 2,000,000 shares of Cinergy Common Stock in any 12-month period following the date hereof, the issuance of provided, however, that any security of the Parent convertible into or exercisable or exchangeable for Common Cinergy Employee Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, Options and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of equity awards granted after the date of this Agreement shall, subject to paragraph 4 of Section 4.01(i) of the Cinergy Disclosure Letter, be granted on terms pursuant to which such Cinergy Employee Stock Options and equity awards shall not vest on the Cinergy Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, provided, further, however, that Cinergy Employee Stock Options and equity awards granted after the date of this Agreement may vest upon termination of employment by the Company or any of its subsidiaries without "cause" or by the participants for "good reason" (each as defined in the applicable agreement), in each case, within the two-year period following the Cinergy Effective Time, and shall, at the Cinergy Effective Time, be converted into options or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, and (iv) the pro rata issuance by a subsidiary of such its capital stock to its shareholders, provided, further, subject to Section 4.01(d) of the Cinergy Disclosure Letter, that any shares of Cinergy Common Stock that Cinergy or its subsidiaries shall contribute, directly or indirectly, to any employee benefit plan (including any plan intended to satisfy the record date for requirements of Section 401(a) of the determination Code) or that Cinergy or its subsidiaries shall make subject to any dividend reinvestment or similar plan shall be shares purchased in open-market or privately negotiated transactions, but shall not constitute newly issued shares of stockholders entitled Cinergy Common Stock), or modify or amend any right of any holder of outstanding shares of its capital stock or any Option with respect thereto other than to receive the convertible securities, as the case may begive effect to Section 5.06.

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upon converxxxx xx that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; or (iii) pursuant to options that may be issued under any employee incentive anx xxxxxxxx xxcentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – - D) x X B) / C] A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.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 2.6issuance, if the Parent shall at any time prior to the conversion delivery or repayment in full of the Principal Amount issue 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 Sections 2.6(a) or (b) 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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (issuance of FPL Employee Stock Options and the “Offer Price”) less than the Fixed Conversion Price in effect at the time grant of such issuance, then the Fixed Conversion Price shall be immediately reset equity awards pursuant to the formula below. For purposes hereofFPL Option Plans in accordance with their terms providing, in aggregate, up to an additional 3,400,000 shares of FPL Common Stock, provided, however, that any FPL Employee Stock Options and equity awards granted after the date of this Agreement (other than any such FPL Employee Stock Options or equity awards granted to the FPL officers whose names are set forth in Section 4.01(d) of the FPL Disclosure Letter) shall be granted on terms pursuant to which such FPL Employee Stock Options and equity awards shall not vest on the FPL Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the FPL Effective Time, be converted into options or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, (iv) the issuance of any security FPL Preferred Stock in respect of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon FPL Rights, (v) the issuance of such securities. If the Parent issues any additional shares of Common Stock for capital stock in connection with the refinancing of capital stock in accordance with Section 4.01(c)(iv)(D) and (vi) the pro rata issuance by a consideration per share less than the then-applicable Fixed Conversion Price pursuant subsidiary of its capital stock to this Section 2.6 thenits shareholders), and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount or modify or amend any right of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur any holder of the date of issuance of such outstanding shares of Common Stock capital stock or the record date for the determination of stockholders entitled Options with respect thereto other than to receive the convertible securities, as the case may begive effect to Section 5.06.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent ROIE shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentROIE) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C – - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent Borrower shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A, B or (b) C 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 2.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.6, if the Parent Borrower shall at any time 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 person other than the Holder (except pursuant to: (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrantssecurities issued, or other obligations deemed issued (as provided below), to issue shares outstanding on directors, officers, employees or consultants of the date hereof Borrower or a subsidiary of the Borrower in connection with their service as disclosed to directors of the Holder in writing; Borrower or (iii) pursuant to options that may be issued 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 employee incentive stock option agreement and/or any qualified stock option plan adopted by the ParentBorrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations outstanding as of the date 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 Borrower and the investors named therein) for a consideration per share (the “Offer Price”"OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. : If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 2.6C above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ------------------------------------------------------ A + B ------------------------------------------------------ (A + B) + [((C – - D) x B) / C] ------------------------------------------------------ A = Total amount of shares convertible pursuant to the Notes this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent ROIE shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentROIE) for a consideration per share (the “Offer Price”"OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C – - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting or as set forth in Borrower’s Exchange Act Filings or in any schedule to the Purchase Agreement; or (iii) with respect to shares of Common Stock or options or warrants to purchase Common Stock, in each case issued to to employees, officers, or directors, of the Borrower pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock or option plan or grant duly adopted by the ParentBoard of Directors of the Borrower or (iv) with respect to no more than, in the aggregate 50,000 shares per quarter of Common Stock (or options or warrants to purchase Common Stock), issued to consultants of the Company (as calculated on the date hereof and appropriately adjusted for any 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 two year anniversary of the issuance thereof) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price at the formula belowtime of issuance of such securities. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.6, if the Parent shall at any time 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 Sections 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 (iii) pursuant to options that may be issued under any employee equity incentive stock option and/or any qualified stock option plan for directors, officers or employees adopted by the Parent; or (iv) the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the Notes or Warrants) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange, as applicable, of such securities. If the Parent Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.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 2.6have issued or sold, if the Parent shall at any time prior to the conversion or repayment in full of the Principal Amount 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 Sections 2.6(a4(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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then provided that such securities have not been amended, (c) the Fixed Conversion Price shall be immediately reset securities issued or issuable hereunder or pursuant to the formula belowSecurities Purchase Agreement between the Maker and the holder, dated as of the date hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or other transactions with an unrelated third party in a bona fide transaction the purpose of which is not fundraising, or (e) issuances at fair market value to the Maker'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 Parent Maker convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiessecurities pursuant to the formula below. If the Parent Maker issues any additional shares of Common Stock or Preferred Stock for a consideration per share less than the then-rate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, based upon the then applicable Fixed Common Conversion Price pursuant to this Section 2.6 thenor Preferred Conversion Price, and thereafter successively upon each such issueas the case may be, then the Fixed Common Conversion Price or the Preferred Conversion Price, as the case may be, shall be adjusted by multiplying the then applicable Fixed 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 The total amount of common shares convertible pursuant to the Notes B = Actual shares sold (in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon case of a dilutive common stock issuance) or the earlier to occur total amount of the date preferred shares (in the case of issuance a dilutive preferred stock issuance) issuable upon conversion of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securitiesNote, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a3.6(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 (iii) pursuant to options and awards that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent, or (iv) pursuant to any acquisition with the prior written consent of the Holder (the issuances 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock (other than for Excluded Issuances) shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiessecurities pursuant to the formula below. If the Parent issues any additional shares of Common Stock (other than for Excluded Issuances) for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – — D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.offering

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall (x) in the case of EPXR Common Stock, at any time prior to the conversion or repayment in full of 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance (any such issuance, an "Offering"), then the Fixed Conversion Price shall be immediately reset to such lower 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C – - D) x B) / C] ---------------------------------------- A = Total amount of shares convertible pursuant to this Note, the Notes Purchase Agreement and the Related Agreements. B = Actual shares sold in the offering Offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. : If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 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 + B) + [((C – D) x B) / C] A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon Offering price [establish how this will be calculated] For purposes hereof, the earlier to occur issuance of any security of the date Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing, including, without limitation, shares issuable upon the conversion of warrants issued on or prior to the date hereof and held by Burnham Securities or its affiliates and shares issuable upon conversxxx xx that certain $100,000 promissory note of AC Technical Ltd. issued prior to the date hereof in favor of Rachel Heller; or (iii) pursuant to options that may be issued under any employee undxx xxx xxxxxxxe incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 the Holder in writingwriting or as disclosed in any Exchange Act Filings; or (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C – - D) x B) / C] -------------------------------------- A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except pursuant to: (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrantssecurities issued, or other obligations deemed issued (as provided below), to issue shares outstanding on directors, officers, employees or consultants of the date hereof Borrower or a subsidiary of the Borrower in connection with their service as disclosed to directors of the Holder in writing; Borrower or (iii) pursuant to options that may be issued 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 employee incentive stock option agreement and/or any qualified stock option plan adopted by the ParentBorrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations outstanding as of the date 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 Borrower and the investors named therein) for a consideration per share (the “Offer Price”"OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. : If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5C above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------- A + B ----------------------------- (A + B) + [((C – - D) x B) / C] ----------------------------- A = Total amount of shares convertible pursuant to the Notes this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.63.5, if ROIE shall (after the Parent shall date hereof) at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentROIE) for a consideration per share (the “Offer Price”"OFFER PRICE") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent ROIE convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent ROIE issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C – - D) x B) / C] -------------------------------------- A = Total amount of shares convertible pursuant to the Notes Notes. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (C), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of ROIE. ROIE will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of ROIE.

Share Issuances. Subject Cinergy shall not, nor shall it permit any of its subsidiaries to issue, deliver or sell, or authorize or propose the provisions of this Section 2.6issuance, if the Parent shall at any time prior to the conversion delivery or repayment in full of the Principal Amount issue 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 Sections 2.6(a) the issuance of Cinergy Common Stock upon the exercise of Cinergy Employee Stock Options outstanding as of the date hereof or (b) above; issued after the date hereof in accordance with the terms of this Agreement in accordance with their terms, (ii) pursuant to options, warrants, or the issuance of Cinergy Common Stock in respect of other obligations to issue shares equity compensation awards granted under the Cinergy Employee Stock Option Plans outstanding on as of the date hereof as disclosed to or issued after the Holder date hereof in writing; or accordance with the terms of this Agreement in accordance with their terms, (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (issuance of Cinergy Employee Stock Options and the “Offer Price”) less than the Fixed Conversion Price in effect at the time grant of such issuance, then the Fixed Conversion Price shall be immediately reset other equity compensation awards pursuant to the formula below. For purposes Cinergy Employee Stock Option Plans in accordance with their terms providing, in aggregate, up to an additional 2,000,000 shares of Cinergy Common Stock in any 12-month period following the date hereof, the issuance of provided, however, that any security of the Parent convertible into or exercisable or exchangeable for Common Cinergy Employee Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, Options and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of equity awards granted after the date of this Agreement shall, subject to paragraph 4 of Section 4.01(i) of the Cinergy Disclosure Letter, be granted on terms pursuant to which such Cinergy Employee Stock Options and equity awards shall not vest on the Cinergy Shareholder Approval or otherwise on the occurrence of the transactions contemplated hereby, provided, further, however, that Cinergy Employee Stock Options and equity awards granted after the date of this Agreement may vest upon termination of employment by the Company or any of its subsidiaries without “cause” or by the participants for “good reason” (each as defined in the applicable agreement), in each case, within the two-year period following the Cinergy Effective Time, and shall, at the Cinergy Effective Time, be converted into options or equity- based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, and (iv) the pro rata issuance by a subsidiary of such its capital stock to its shareholders, provided, further, subject to Section 4.01(d) of the Cinergy Disclosure Letter, that any shares of Cinergy Common Stock that Cinergy or its subsidiaries shall contribute, directly or indirectly, to any employee benefit plan (including any plan intended to satisfy the record date for requirements of Section 401(a) of the determination Code) or that Cinergy or its subsidiaries shall make subject to any dividend reinvestment or similar plan shall be shares purchased in open-market or privately negotiated transactions, but shall not constitute newly issued shares of stockholders entitled Cinergy Common Stock), or modify or amend any right of any holder of outstanding shares of its capital stock or any Option with respect thereto other than to receive the convertible securities, as the case may begive effect to Section 5.06.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder or its affiliates (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted 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 ParentSEC 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to such lower Offer Price at the formula belowtime of issuance of such securities. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent Company shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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, other than the disclosure made by the Company to the Holder on Schedule 12(c)(ii) to the Security Agreement; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentCompany) for a consideration per share (the “Offer "OFFER Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula belowsuch lower Offer Price. For purposes hereof, the issuance of any security of the Parent Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 2.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C – - D) x B) / C] -------------------------------------- A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent Borrower shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A, B or (b) C 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 2.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ------------------------------ (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Company shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentCompany) for a consideration per share (the “"Offer Price”") less than 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 shares of Common Stock or securities convertible into Common Stock (the "Aggregate Consideration") shall be immediately reset pursuant to such lower Offer Price 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 Parent Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. 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 2.6issuance, if the Parent shall at any time prior to the conversion delivery or repayment in full of the Principal Amount issue 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 Sections 2.6(a) or (b) 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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (issuance of Entergy Employee Stock Options and the “Offer Price”) less than the Fixed Conversion Price in effect at the time grant of such issuance, then the Fixed Conversion Price shall be immediately reset equity awards pursuant to the formula below. For purposes hereofEntergy Option Plans in accordance with their terms providing, in aggregate, up to an additional 15,000,000 shares of Entergy Common Stock, provided, however, that any Entergy Employee Stock Options and equity awards granted after the date of this Agreement (other than any such Entergy Employee Stock Options or equity awards granted to the Entergy officers whose names are set forth in Section 4.02(d) of the Entergy Disclosure Letter) shall be granted on terms pursuant to which such Entergy Employee Stock Options and equity awards shall not vest on the Entergy Shareholders Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the Entergy Effective Time, be converted into options or equity- based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, (iv) the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for 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 consideration per share less than the then-applicable Fixed Conversion Price pursuant subsidiary of its capital stock to this Section 2.6 thenits shareholders), and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount or modify or amend any right of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur any holder of the date of issuance of such outstanding shares of Common Stock capital stock or the record date for the determination of stockholders entitled Options with respect thereto other than to receive the convertible securities, as the case may begive effect to Section 5.06.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A, B or (b) C 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ------------------------------ (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall (x) in the case of its Common Stock, at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into its Common Stock to a Person person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the Fixed Conversion Price in effect at the time of such issuance (any such issuance, an "Offering"), then the Fixed Conversion Price shall be immediately reset to such lower 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to this Note, the Notes Purchase Agreement and the Related Agreements. B = Actual shares sold in the offering Offering C = Fixed Conversion Price D = Offer Price Such adjustment Offering price Reclassification, etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid Principal Amount and accrued interest thereon, shall become effective thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately upon prior to such reclassification or other change. Issuance of New Note. Upon any partial conversion of this Note, a new Note containing the earlier to occur same date and provisions of this Note shall, at the request of the date Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of 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.a new Note. EVENTS OF DEFAULT

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 2.6issuance, if the Parent shall at any time prior to the conversion delivery or repayment in full of the Principal Amount issue 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 Sections 2.6(a) or (b) 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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (issuance of Entergy Employee Stock Options and the “Offer Price”) less than the Fixed Conversion Price in effect at the time grant of such issuance, then the Fixed Conversion Price shall be immediately reset equity awards pursuant to the formula below. For purposes hereofEntergy Option Plans in accordance with their terms providing, in aggregate, up to an additional 15,000,000 shares of Entergy Common Stock, provided, however, that any Entergy Employee Stock Options and equity awards granted after the date of this Agreement (other than any such Entergy Employee Stock Options or equity awards granted to the Entergy officers whose names are set forth in Section 4.02(d) of the Entergy Disclosure Letter) shall be granted on terms pursuant to which such Entergy Employee Stock Options and equity awards shall not vest on the Entergy Shareholders Approval or otherwise on the occurrence of the transactions contemplated hereby, and shall, at the Entergy Effective Time, be converted into options or equity-based awards to acquire or in respect of, as applicable, Company Common Stock in the manner contemplated by Section 5.06, (iv) the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for 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 consideration per share less than the then-applicable Fixed Conversion Price pursuant subsidiary of its capital stock to this Section 2.6 thenits shareholders), and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount or modify or amend any right of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur any holder of the date of issuance of such outstanding shares of Common Stock capital stock or the record date for the determination of stockholders entitled Options with respect thereto other than to receive the convertible securities, as the case may begive effect to Section 5.06.

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent Company shall at any time 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 Sections 2.6(a3.6(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 (iii) pursuant to options that may be issued under any employee equity incentive stock option and/or any qualified stock option plan for directors, officers or employees adopted by the ParentCompany; or (iv) the Notes, the Warrants, and Common Stock issued upon conversion or exercise, as applicable, of any of the Notes or Warrants) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities rather than upon the issuance of Common Stock in connection with the conversion, exercise or exchange, as applicable, of such securities. If the Parent Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time (after the date hereof) 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A, B or (b) C 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock for a consideration per share less than the then applicable Fixed Conversion Price, shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiesas set forth below. If the Parent Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes Security Agreement B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Offering price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be. If all of the shares of Common Stock subject to such convertible securities have not been issued when such convertible securities expire, then the Fixed Conversion Price shall promptly be readjusted to the Fixed Conversion Price that would then be in effect had the adjustment upon the issuance of such convertible securities been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such convertible securities. For the purpose of this paragraph (D), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Borrower. The Borrower will not issue any shares of Common Stock or rights, warrants, convertible or exchangeable securities in respect of shares of Common Stock held in the treasury of the Borrower.

Share Issuances. Subject to the provisions of this Section 2.62.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (or an affiliate of the Holder except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options or stock that may be issued under any employee incentive stock option and/or any qualified stock option or stock purchase plan adopted by the ParentBorrower) 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares pursuant to Section 3.4 above that require a reset of Common Stock for a consideration per share less than the then-then applicable Fixed Conversion Price pursuant to this Section 2.6 Price, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C – - D) x B) / C] ---------------------------------------- A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) securities issued upon the conversion or exercise of any securities issued pursuant to Sections 2.6(a) this Note, the Purchase Agreement , the Related Agreement or that certain Supplement, dated of even date herewith, by and between the Holder and the Borrower (b) abovethe “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 as disclosed hereof; iii) securities issued upon the conversion or exercise of any notes issued to the Holder Other Investors on or about February 28, 2005 or the date hereof upon the same terms and conditions as the Notes, Warrants or the Supplemental Warrants (as defined in writingthe Supplement); iv) shares of Common Stock or (iii) options to employees, officers or directors of the Company pursuant to options that may be issued under the any employee incentive stock or option plan and/or any qualified stock option plan adopted by the ParentBorrower; (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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to such lower Offer Price pursuant to the formula belowbelow (“Subsequent Offering”). For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.:

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “"Offer Price”") less than the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Except as disclosed in Section 2.6, if the Parent shall at any time prior to the conversion or repayment in full 4.02(d) of the Principal Amount issue FPL Group Disclosure Letter, FPL Group shall not, nor shall it permit any of its subsidiaries to (i) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of FPL Group Capital Stock, any other voting security or Equity Interest of FPL Group or any of its subsidiaries, any FPL Group Voting Debt, or any FPL Group Other Equity-Based Awards or any Option with respect to any of the foregoing (other than (A) the issuance of FPL Group Common Stock upon the exercise of FPL Group Employee Stock Options and Gexa Warrants in accordance with their terms, (B) the issuance of FPL Group Common Stock in respect of the vesting or exercise of FPL Group Other Equity-Based Awards granted under the FPL Group Stock Plans, the terms of which contemplate such issuance of FPL Group Common Stock, in accordance with their terms, (C) the grant of FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards pursuant to the FPL Group Stock Plans in accordance with their terms, providing for the issuance of up to 5,500,000 additional shares, in aggregate, of FPL Group Common Stock or securities convertible equivalents thereof (provided, however, that any FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards granted after the date of this Agreement shall be granted on terms pursuant to which such FPL Group Employee Stock Options, FPL Group Restricted Stock and FPL Group Other Equity-Based Awards (1) shall not vest on the FPL Group Shareholder Approval or otherwise in connection with the occurrence of the transactions contemplated hereby, (2) shall not be cashed out or terminated in connection with the occurrence of the transactions contemplated hereby, (3) shall not entitle the holders thereof to any future grants of stock options or other awards (including any “replacement option” grants), whether in connection with the occurrence of the transactions contemplated hereby or otherwise, and (4) shall, at the Effective Time, be converted into options or other equity-based awards to acquire or in respect of, as applicable, Constellation Common Stock in the manner contemplated by Section 5.06), (D) the issuance of FPL Group Preferred Stock in respect of FPL Group Rights, (E) the pro rata issuance by a subsidiary of its capital stock to a Person other than its shareholders, (F) the Holder issuance of FPL Group Common Stock in accordance with the terms of the FPL Group Equity Units and (except (iG) the issuance of FPL Group Common Stock pursuant to Sections 2.6(a(1) the FPL Group DRIP and (2) the FPL Group Thrift Plans in the ordinary course of business consistent with past practice or (b) above; (ii) pursuant to options, warrants, modify or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under amend any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance right of any holder of outstanding shares of FPL Group Capital Stock, any other voting security or Equity Interest of FPL Group or any of its subsidiaries, any FPL Group Voting Debt, any FPL Group Other Equity-Based Awards or any Option with respect to any of the Parent convertible into or exercisable or exchangeable for Common Stock shall result foregoing, in an adjustment each case other than to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant give effect to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be5.06.

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except pursuant to: (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrantssecurities issued, or other obligations deemed issued (as provided below), to issue shares outstanding on directors, officers, employees or consultants of the date hereof Borrower or a subsidiary of the Borrower in connection with their service as disclosed to directors of the Holder in writing; Borrower or (iii) pursuant to options that may be issued 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 employee incentive stock option agreement and/or any qualified stock option plan adopted by the ParentBorrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations outstanding as of the date 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 Borrower and the investors named therein) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. : If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 3.5C above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.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 2.6have issued or sold, if the Parent shall at any time prior to the conversion or repayment in full of the Principal Amount 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 Sections 2.6(a4(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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then provided that such securities have not been amended, (c) the Fixed Conversion Price shall be immediately reset securities issued or issuable hereunder or pursuant to the formula belowSecurities Purchase Agreement between the Maker and the holder, dated as of the date hereof, (d) issuances in connection with mergers, acquisitions, joint ventures or other transactions with an unrelated third party in a bona fide transaction the purpose of which is not fundraising, or (e) issuances at fair market value to the Maker’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 Parent Maker convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securitiessecurities pursuant to the formula below. If the Parent Maker issues any additional shares of Common Stock or Preferred Stock for a consideration per share less than the then-rate at which the Note is convertible into Common Stock or the Note is convertible into Series D Preferred Shares, based upon the then applicable Fixed Common Conversion Price pursuant to this Section 2.6 thenor Preferred Conversion Price, and thereafter successively upon each such issueas the case may be, then the Fixed Common Conversion Price or the Preferred Conversion Price, as the case may be, shall be adjusted by multiplying the then applicable Fixed Common Conversion Price or Preferred Conversion Price, as the case may be, by the following fraction: A + B (A + B) + [((C – - D) x B) / C] A = Total The total amount of common shares convertible pursuant to the Notes B = Actual shares sold (in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon case of a dilutive common stock issuance) or the earlier to occur total amount of the date preferred shares (in the case of issuance a dilutive preferred stock issuance) issuable upon conversion of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securitiesNote, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 the Holder in writingwriting or as disclosed in any Exchange Act Filings; or (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C – - D) x B) / C] ---------------------------------------- A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.6, if the Parent Borrower shall at any time 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 person other than the Holder (except pursuant to: (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrantssecurities issued, or other obligations deemed issued (as provided below), to issue shares outstanding on directors, officers, employees or consultants of the date hereof Borrower or a subsidiary of the Borrower in connection with their service as disclosed to directors of the Holder in writing; Borrower or (iii) pursuant to options that may be issued 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 employee incentive stock option agreement and/or any qualified stock option plan adopted by the ParentBorrower, plus such number of shares of Common Stock which are repurchased by the Borrower from such persons pursuant to contractual rights held by the Borrower and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Borrower therefor; (iii) shares of Common Stock issuable upon exercise of options, warrants or other obligations outstanding as of the date 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 Borrower and the investors named therein) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. : If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 2.6C above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to the Notes this Note. B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 the to Holder in writing; or (iii) pursuant to options securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) (iv) pursuant to stock options and/or stock granted under the Borrower’s stock option plan for Borrower’s officers, directors, employees and advisors pursuant to arrangements, plans or contracts approved by the Borrower’s board of directors; (v) upon conversion of any preferred stock of the Borrower outstanding on the date hereof, or (vi) in connection with acquisition transactions approved by the Borrower’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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula belowsuch lower Offer Price. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.6, if the Parent Company shall at any time 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 Sections 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 writingwriting or in its Exchange Act Filings; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentCompany; 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – - D) x B) / C] A = Total amount of shares convertible pursuant to any convertible Note issued by the Notes Company and/or any of its Subsidiaries to the Holder B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Price

Share Issuances. Subject to the provisions of this Section 2.63.6, if the Parent Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock Additional Shares to a Person other than the Holder (except (i) pursuant to Sections 2.6(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 the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Parent) B above for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula belowprice 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 than the closing market price on the date such reset is effective. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price only upon the issuance conversion, exercise or exchange of such securities. If the Parent issues any additional "Additional Shares" means all shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 thenStock, 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 fractionexcept: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.4

Share Issuances. Subject to the provisions of this Section 2.6Section, if the Parent shall Borrower at any time prior to the conversion or repayment in full of the Principal Amount shall issue any shares of Common Stock or securities convertible into Common Stock prior to a Person other the conversion of the entire principal amount of the Note (otherwise than the Holder (except as: (i) pursuant to provided in Sections 2.6(a) 3.4(b)A, 3.4(b)B or (b) above3.4(b)D or this subparagraph C; (ii) pursuant to options, warrantswarrants or options that may be granted in the future under any option plan of the Borrower, or any employment agreement, joint venture, credit, leasing or other obligations to issue shares outstanding on financing agreement or any joint venture or other strategic arrangement, in each case now or hereinafter entered into by the date hereof as disclosed to the Holder in writingBorrower; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted agreement entered into by the ParentCompany or any of its subsidiaries for the acquisition of another business (whether by stock purchase or asset purchase, merger or otherwise; or (iv) for services rendered by consultants; ((i), (ii), (iii) and (iv) above, are hereinafter referred to as the "EXCLUDED ISSUANCES")) for a consideration per share (the “Offer Price”) less than the Fixed Conversion Price that would be in effect at the time of such issue, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be reduced as follows: (i) the number of shares of Common Stock outstanding immediately prior to such issue shall be multiplied by the Fixed Conversion Price in effect at the time of such issuanceissue and the product shall be added to the aggregate consideration, then if any, received by the Borrower upon such issue of additional shares of Common Stock; and (ii) the sum so obtained shall be divided by the number of shares of Common Stock outstanding immediately after such issue. The resulting quotient shall be the adjusted Fixed Conversion Price shall be immediately reset pursuant to Price. Except for the formula below. For Excluded Issuances for purposes hereofof this adjustment, the issuance of any security of the Parent convertible Borrower carrying the right to convert such security into shares of Common Stock or exercisable of any warrant, right or exchangeable for option to purchase Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance exercise of such shares of Common Stock conversion or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may bepurchase rights.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (or an affiliate of the Holder except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options or stock that may be issued under any employee incentive stock option and/or any qualified stock option or stock purchase plan adopted by the ParentBorrower) 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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares pursuant to Section 3.4 above that require a reset of Common Stock for a consideration per share less than the then-then applicable Fixed Conversion Price pursuant to this Section 2.6 Price, then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – - D) x B) / C] A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price

Share Issuances. Subject to the provisions of this Section 2.63.5, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower) for a consideration per share (the “Offer Price”) less than the any Fixed Conversion Price in effect at the time of such issuance, then the 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon the issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) B above; (ii) pursuant to options, warrants, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the any 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 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 pursuant to such lower Offer Price 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 Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: (A + B) + [((C – D) x B) / C] A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.

Share Issuances. Subject to the provisions of this Section 2.63.4, if the Parent Borrower shall at any time 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 person other than the Holder (except (i) pursuant to Sections 2.6(a) Subsections A or (b) 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 the Holder in writingwriting or as disclosed in any Exchange Act Filings; or (iii) pursuant to options or other securities that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the ParentBorrower; (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 the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Parent Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price upon at the time of issuance of such securities. If the Parent Corporation issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 2.6 then3.4 above, then and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ------------------------------ A + B ------------------------------ (A + B) + [((C – - D) x B) / C] ------------------------------ A = Total amount of Actual shares convertible pursuant outstanding prior to the Notes such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price Such adjustment shall become effective immediately upon the earlier to occur of the date of issuance of such shares of Common Stock or the record date for the determination of stockholders entitled to receive the convertible securities, as the case may be.Offering price