Common use of Share Issuances Clause in Contracts

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

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

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except otherwise than (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such Exercise Price shall event, be adjusted by multiplying the Exercise then current Fixed Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued outstanding immediately prior to such event 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 denominator of which the numerator shall be the number of shares of the Common Stock (excluding treasury sharesoutstanding immediately after such event, if any) issued and outstanding on the date 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 issuance of such rights any successive event 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. events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities.

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

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except otherwise than (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall, simultaneously with the happening of such Exercise Price shall event, be adjusted by multiplying the Exercise then current Fixed Conversion Price in effect immediately prior to such record date by a fraction, the numerator of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued outstanding immediately prior to such event 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 denominator of which the numerator shall be the number of shares of the Common Stock (excluding treasury sharesoutstanding immediately after such event, if any) issued and outstanding on the date 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 issuance of such rights any successive event 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. events described herein in this subsection C. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities.

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price pursuant to the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyParent; (iv) pursuant to securities warrants issued to the original Holder on the date hereof; or key employees as part of incentive programs and (v) pursuant to securities warrants or options issued by the Parent in connection with acquisitions or strategic transactions [of wholly-owned Subsidiaries] in which neither the primary purpose Parent nor any 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 its Subsidiaries receives any respect prior to the two year anniversary of the issuance thereofcash consideration) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 3.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(aSections 3.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (including, without limitation, the options, warrants or other obligations expressly set forth in the Disclosure Schedules 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 Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofParent) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ______________________________________ A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if a21 shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 3.4(a), (b) or (c) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writinghereof; (iii) pursuant to options that may be issued under options, warrants, shares or other obligations to issue shares as consideration for the purchase price in connection with the acquisition of any employee incentive stock option and/or any qualified stock option plan adopted person’s or entity’s equity interests or assets which have been approved by a majority of the Companyindependent directors serving on a21’s Board of Directors; (iv) pursuant to securities issued incentives granted by a21 pursuant to the original Holder on the date hereofplans approved by a21’s Board of Directors; or (v) pursuant to securities issued in connection with acquisitions a joint venture, strategic alliance or strategic transactions the primary purpose of comparable agreement 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 have been approved by a majority of the issuance thereofindependent directors serving on a21's Board of Directors) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise subject to the limitations set forth in the next sentence (x) in respect of any Follow On Offerings, the Fixed Conversion Price shall be adjusted by multiplying immediately reset to the Exercise lowest Offer Price in effect immediately prior of such Following On Offerings and (y) with respect to such record date by a fractionall other offerings, of which the denominator Fixed Conversion Price shall be immediately reset pursuant to the number of shares of formula in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateparagraph below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.; provided, however, that notwithstanding anything to the contrary set forth herein, the Fixed Conversion Price shall in no event, at anytime, be less than $0.50 (as the same may be adjusted pursuant to Sections 3.4(a), (b) and (c) above). No Follow On Offerings shall in any event have an Offer Price of less than $0.50. The Fixed Conversion Price shall only be adjusted downward. Other than with respect to a Follow On Offering, if the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.4 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction:

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

Share Issuances. If Subject to the Company shall provisions of this Section, if the Borrower at any time prior to the exercise in full of this Warrant 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 subsection 4(a) aboveprovided in Sections 3.4(b)A, 3.4(b)B or 3.4(b)D or this subparagraph C; (ii) pursuant to options, warrants 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 Holder in writingBorrower; (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 CompanyCompany or any of its subsidiaries for the acquisition of another business (whether by stock purchase or asset purchase, merger or otherwise; or (iv) pursuant to securities issued to the original Holder on the date hereoffor services rendered by consultants; 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 (vi), (ii), (iii) and (iv) above, are hereinafter referred to as the "EXCLUDED ISSUANCES")) for a consideration 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 so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect outstanding immediately prior to such issue shall be multiplied by the two year anniversary of the issuance thereof) for a consideration per share (the "Offer Price") less than any Exercise Fixed Conversion Price in effect at the time of such issuance, then such Exercise Price issue and the product shall be adjusted added to the aggregate consideration, if any, received by multiplying the Exercise Price in effect immediately prior to Borrower upon such record date by a fraction, issue of which additional shares of Common Stock; and (ii) the denominator sum so obtained shall be divided by the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of immediately after such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator issue. The resulting quotient shall be the number adjusted Fixed Conversion Price. Except for the Excluded Issuances for purposes 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 hereofthis adjustment, the issuance of any security of the Borrower convertible 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 applicable Exercise Fixed Conversion Price at upon the time of issuance of shares of Common Stock upon exercise of such securitiesconversion or purchase rights.

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

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 3.2, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 3.2(b) (A) or (B) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Borrower issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.2 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B -------------------------------------- (A + B) + [((C - D) x B) / C] A = Total amount of shares convertible pursuant to this Note B = Actual shares sold in the offering C = Fixed Conversion Price D = Offer Price

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

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

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

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

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

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

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

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

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

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; or (ii) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofBorrower) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which lower Offer Price pursuant to the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Borrower issues any additional shares pursuant to this Section 3.5 (C) 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 = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Share Issuances. If Subject to the provisions of this Section 3.4, if Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing, other than the disclosure made by the Company to the Holder on Schedule 12(c)(ii) to the Security Agreement (as defined in Section 4.9); or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

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

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

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

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

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

Share Issuances. If Subject to the provisions of this Section 3.4, if the Company shall at any time prior to the exercise in full of this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(a) aboveSection 4 below; (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 or director stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "“Offer Price"”) less than any Exercise Price in effect the Fair Market Value at the time of such issuance, then such the Exercise Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at upon the time of issuance of such securities.. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fair Market Value pursuant to this Section 3.4 then, and thereafter successively upon each such issue, the Exercise Price shall be adjusted by multiplying the then applicable Exercise Price by the following fraction: (A+B) + [((C-D) x B) / C] A = All then-outstanding Common Stock of the Company (including also, as if outstanding, the total amount of shares convertible pursuant to the Laurus Note) B = Actual shares sold in the offering C = Exercise Price D = Offer Price

Share Issuances. If Subject to the Company provisions of this Section 3.4, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsection A above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (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 Company; Borrower or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions acquisition of businesses or strategic transactions assets by the primary purpose of which is not raising capital, so long as, Borrower in the case ordinary course 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 thereofits business consistent with past practices) for a consideration per share (the "“Offer Price"”) less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at the time of issuance of such securities.. If the Corporation issues any additional shares pursuant to this subsection B then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B (A + B) + [((C – D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price

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

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

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

Share Issuances. If Subject to the provisions of this Section 2.6, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 2.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula set forth below. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.securities pursuant to the formula below. If the Company issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------- A + B ` ----------------------------- (A + B) + [((C - D) x B) / C] -----------------------------

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

Share Issuances. If Subject to the Company provisions of this Section 3.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Loans outstanding hereunder issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to in connection with an underwritten public offering of the original Holder on the date hereofBorrower's securities; or (v) pursuant to securities issued in connection with acquisitions a merger or acquisition transaction approved by Borrower's Board of Directors; (vi) to a "strategic transactions the primary purpose partner" as determined by Borrower's Board of which is not raising capital, so long as, in the case Directors; or (vii) to Holder or any 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 thereofits Affiliates) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to pursuant to the formula below. If the Company issues any additional shares pursuant to Section 3.5 C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : ------------------------------- A + B ------------------------------- (A + B) + [((C - D) x B) / C] ------------------------------- A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise C = Fixed Conversion Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.D = Offering price

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

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

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

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

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

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

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

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

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

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

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

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

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Loans outstanding hereunder issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; (iv) pursuant to securities issued to in connection with an underwritten public offering of the original Holder on the date hereofBorrower's securities; or (v) pursuant to securities issued in connection with acquisitions a merger or acquisition transaction approved by Borrower's Board of Directors; (vi) to a "strategic transactions the primary purpose partner" as determined by Borrower's Board of which is not raising capital, so long as, in the case Directors; or (vii) to Holder or any 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 thereofits Affiliates) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset to pursuant to the formula below. If the Corporation issues any additional shares pursuant to Section 2.5 C above then, and thereafter successively upon each such Exercise issue, the Fixed Conversion Price shall be adjusted by multiplying the Exercise then applicable Fixed Conversion Price in effect immediately prior to such record date by a the following fraction, of which the denominator shall be the number : ------------------------------- A + B ------------------------------- (A + B) + [((C - D) x B) / C] ------------------------------- A = Total amount of shares of convertible pursuant to this Note. B = Actual shares sold in the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise C = Fixed Conversion Price on the record date. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Price at the time of issuance of such securities.D = Offering price

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

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

Share Issuances. If Subject to the Company provisions of this Section 2.5, if the Borrower shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the CompanyBorrower; or (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock not to exceed 250,000 in the aggregate (as calculated on the date hereof and appropriately adjusted for any subdivision, combination or similar event), so issued long as (or securities convertible into Common Stock so issuedx) such shares are restricted and do not become freely or publicly traded in any respect prior to the two one year anniversary of the issuance thereofthereof , (y) such shares are issued at a price per share no less than 100% of the average closing price of the Common Stock for the 10 days prior to the issuance thereof and (z) such shares are issued in connection with acquisitions, joint ventures and other business development initiatives) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.

Share Issuances. If Subject to the Company provisions of this Section 2.6, if the Parent shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person Person other than the Holder (except (i) pursuant to subsection 4(aSections 2.6(a) or (b) above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to the Holder in writingwriting (including, without limitation, the options, warrants or other obligations expressly set forth in the Disclosure Schedules 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 Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereofParent) for a consideration per share (the "Offer Price") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying immediately reset pursuant to the Exercise Price in effect immediately prior to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record dateformula below. For purposes hereof, the issuance of any security of the Borrower Parent convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.securities pursuant to the formula below. If the Parent issues any additional shares of Common Stock for a consideration per share less than the then-applicable Fixed Conversion Price pursuant to this Section 3.6 then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ______________________________________ (A + B) + [((C - D) x B) / C] ______________________________________ A = Total amount of shares convertible pursuant to the Notes B = Actual shares sold in the offering C = Fixed Conversion Price

Share Issuances. If Subject to the provisions of this Section 3.5, if the Company shall at any time prior to the exercise conversion or repayment in full of this Warrant the Principal Amount issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to subsection 4(a) Subsections A or B above; (ii) pursuant to options, warrants warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to 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 Company; (iv) pursuant to securities issued to the original Holder on the date hereof; or (v) pursuant to securities issued in connection with acquisitions or strategic transactions the primary purpose of which is not raising capital, so long as, in the case of this clause (v), such shares of Common Stock so issued (or securities convertible into Common Stock so issued) are restricted and do not become freely or publicly traded in any respect prior to the two year anniversary of the issuance thereof) for a consideration per share (the "Offer PriceOFFER PRICE") less than any Exercise the Fixed Conversion Price in effect at the time of such issuance, then such Exercise the Fixed Conversion Price shall be adjusted by multiplying the Exercise Price in effect immediately prior reset to such record date by a fraction, of which the denominator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock (excluding treasury shares, if any) issued and outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at the Exercise Price on the record datelower Offer Price. For purposes hereof, the issuance of any security of the Borrower Company convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the applicable Exercise Fixed Conversion Price at upon the time of issuance of such securities.. If the Company issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: -------------------------------------- A + B -------------------------------------- (A + B) + [((C - D) x B) / C] -------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

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

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

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

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

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

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

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