Common use of OVERALL LIMIT ON COMMON STOCK ISSUABLE Clause in Contracts

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the Option, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. If at any point in time and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failure.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debenturesthe Note, together with the number of shares issuable pursuant to the Warrants, the Old Michigan Notes or New Michigan Notes, the warrants issued under in connection with the Warrants Old Michigan Notes, and the Optionwarrants granted to Middlebury Capital LLC as placement agent for the Original Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% Approval"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATETrigger Date") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by pursuant to the Holders of DebenturesNotes, together with the number of shares issued under of Common Stock issuable pursuant to the Warrants Middlebury Notes (as defined in the Purchase Agreement) and pursuant to warrants granted in connection with the OptionNotes and Middlebury Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% APPROVAL"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock issuable by that would be issued pursuant to this Agreement and the Company and acquirable by the Holders of Debentures, together the transactions contemplated hereby would exceed a number of shares issued under the Warrants and the Option, shall not exceed 19.9equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the Execution Date, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock outstanding on issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the Closing Datetransactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the “Maximum Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"Issuance”), unless the Company’s stockholders have approved the issuance of Common Stock pursuant to this Agreement in excess of the Maximum Common Stock Issuance in accordance with the applicable rules of the Principal Market. If such issuance of shares hereunder in excess of Common Stock could cause a delisting on the Principal Market then the Maximum Common Stock Issuance shall first be approved by the Company's ’s shareholders in accordance with applicable law and the By-laws and Articles the Certificate of Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B Incorporation of the Company. If at any point in time The parties understand and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares agree that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting ’s failure to seek or obtain shareholder approval for the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days in no way adversely affect the validity and due Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B authorization of the Trigger Dateissuance. In addition, or for any Purchase Notice, (A) the Investor’s committed obligation under such Purchase Notice, shall not exceed the Committed Amount, and (B) the maximum amount of Shares the Company may require the Investor to purchase in any Purchase Notice shall be the Purchase Notice Limit. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit with respect to any submitted Purchase Notice, at any time at its sole discretion, following receipt of a written request regarding the same from the holders of Debentures, Warrants and Company. with the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion transactions contemplated by this Agreement under applicable rules of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failurePrincipal Market.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debenturesthe Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued under in connection with the Warrants Michigan Notes, and the Optionwarrants granted to Middlebury Capital LLC as placement agent for the Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% APPROVAL"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debenturesthe Notes, together with the number of shares issuable pursuant to the Old Middlebury Notes or New Middlebury Notes, the warrants issued under in connection with the Warrants Old Middlebury Notes, and the Optionwarrants granted to Middlebury Capital LLC as placement agent for the Old Middlebury Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% Approval"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATETrigger Date") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debenturesthe Notes, together with the number of shares issuable pursuant to the Warrants, the Old Michigan Notes or New Michigan Notes, the warrants issued under in connection with the Warrants Old Michigan Notes, and the Optionwarrants granted to Middlebury Capital LLC as placement agent for the Original Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% Approval"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATETrigger Date") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, if the Company is no longer listed on the OTC electronic bulleting board, the number of Shares issuable by the Company and purchasable by the Investor including the shares of Common Stock issuable by in connection with the Company and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the Optionwarrants issuable hereunder, shall not exceed 19.919.99% of the number of shares of Common Stock outstanding on as of the Closing Datedate hereof, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations recapitalization affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder Shares, including any Common Stock to be issued in connection with Warrants that may be issuable hereunder, in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. If at any point in time and from time to time (each a "TRIGGER DATE") the number , if such issuance of shares of Common Shares issued pursuant to conversion Stock could cause a delisting on the Principal Market. Without limiting the generality of the Debentures and exercise of foregoing, such shareholders' approval must duly authorize the Warrants and the Option, together with the number of Common Shares that would then be issuable issuance by the Company of shares of Common Stock totaling 19.99% or more of the shares of Common Stock outstanding on the date hereof. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Shares hereunder or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed aggregate up to the Maximum Common Stock Issuance but for this Section 3(i)(C)limitation, then and that such approval pertains only to the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess applicability of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined provided in the Registration Rights Agreementthis Section 1(j), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failure.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Shares issuable by the Company and acquirable by the Holders Investor hereunder pursuant to conversion of Debentures, together the number of shares issued under the Warrants and the Option, Preferred Shares shall not exceed 19.9% of the number of 4,941,744 shares of Common Stock outstanding on as of the Closing Datedate hereof, or such smaller amount as shall apply under the rules of the National Association of Securities Dealers, Inc. ("NASD") if the NASD integrates the issuance of the Preferred Shares with the issuance of other securities by the Company, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations recapitalization affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the Company. If at any point in time and from time to time (each a "TRIGGER DATE") Without limiting the number of Common Shares issued pursuant to conversion generality of the Debentures and exercise of foregoing, such shareholders' approval must duly authorize the Warrants and the Option, together with the number of Common Shares that would then be issuable issuance by the Company in the event of conversion shares of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed Common Stock totaling the Maximum Common Stock Issuance but for or more of the shares of Common Stock outstanding on the date hereof. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Preferred Shares hereunder, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 3(i)(C)Section. The Company agrees to provide, upon request by the Investor, information on the number reserved shares of Common Stock which may be issued without exceeding the Maximum Common Stock Issuance. In the event that Common Shares may not be issued without exceeding the Maximum Common Stock Issuance, then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting shall thereupon use its best efforts to obtain shareholder approval for to issue the issuance of Common Shares hereunder in excess of the Maximum Common Stock IssuanceIssuance within 90 days of such deficiency (the "Approval Period"). In the event that such approval is not obtained by the end of the Approval Period, which such shareholder approval the Investor shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal entitled to the "Mandatory Repurchase Price" (as defined conversion deficiency remedies set forth in Section 2(b)(iv) of the Registration Rights Agreement). If a conversion notice for Preferred Shares is tendered by the Investor during the Approval Period, which redemption price then the Investor shall be paid within three entitled to the difference between (3A) Trading Days after a Trigger Date if this clause the closing bid price of the Common Stock on the date preceding the date of the Conversion Notice multiplied by the number of Common Shares issued upon such conversion and (B) is elected. The Company shall make the aggregate conversion price of such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureCommon Shares.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debenturesthe Note, together with the number of shares issuable pursuant to the Old Middlebury Notes or New Middlebury Notes, the warrants issued under in connection with the Warrants Old Middlebury Notes, and the Optionwarrants granted to Middlebury Capital LLC as placement agent for the Old Middlebury Notes, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles Certificate of Incorporation of the CompanyCompany (a "20% Approval"). If at any point in time and from time to time written notice from the Holders of the Note to the Company (each a "TRIGGER DATETrigger Date") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, Note would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C3(l), then the Company shall, at the Company's election, either (A) promptly call a shareholders stockholders meeting to obtain shareholder approval for a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and Holder the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the "Mandatory Repurchase Price" greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as defined in of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Rights Agreement)Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is electedelected (although for purposes of clarification, if clause (A) is elected by the Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B)). The Company shall may make such election with two at any time within thirty (230) days following the Trigger Date by giving written notice to all holders the Holder of Debenturesthe Note, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then in which case the Company shall purchase the Shortfall at the Mandatory Repurchase Price price stated above within three (3) Trading Days following any such failureof delivery of said notice.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the The number of shares of Common Stock issuable by the Company Borrower and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the OptionHolder, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the CompanyBorrower's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Companyshareholders. If at any point in time and from time to time (each each, a "TRIGGER DATETrigger Date") the number of shares of Common Shares Stock issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionNote, together with the number of shares of Common Shares Stock that would then be issuable by the Company Borrower in the event of the conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstandingNote, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a shareholders meeting to obtain shareholder approval for the issuance of the shares of Common Shares Stock hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (Bb) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis Holder such Principal Amount of Debentures, number of Warrants and the portion principal amount of the Option Note plus accrued interest which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement)limitation, which redemption price such payment shall be paid within three five (35) Trading Days business days after a Trigger Date if this clause (Bb) is elected, or, if clause (a) is elected, five (5) business days following the Borrower's failure to so obtain shareholder approval, as the case may be. The Company Borrower shall make such election with two within three (23) business days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureHolder.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock Shares issuable by the Company and acquirable by the Holders Investor hereunder pursuant to conversion of Debentures, together the number of shares issued under the Warrants and the Option, Preferred Shares shall not exceed 19.9% of the number of 4,725,892 shares of Common Stock outstanding on as of the Closing Datedate hereof, or such smaller amount as shall apply under the rules of the National Association of Securities Dealers, Inc. ("NASD") if the NASD integrates the issuance of the Preferred Shares with the issuance of other securities by the Company, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalizations recapitalization affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. Without limiting the generality of the foregoing, such shareholders' approval must duly authorize the issuance by the Company of shares of Common Stock totaling the Maximum Common Stock Issuance or more of the shares of Common Stock outstanding on the date hereof. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Preferred Shares hereunder, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section. The Company agrees to provide, upon request by the Investor, information on the number reserved shares of Common Stock which may be issued without exceeding the Maximum Common Stock Issuance. In the event that Common Shares may not be issued without exceeding the Maximum Common Stock Issuance, then the Company shall thereupon use its best efforts to obtain shareholder approval to issue the Common Shares in excess of the Common Stock Issuance within 90 days of such deficiency (the "Approval Period"). In the event that such approval is not obtained by the end of the Approval Period, the Investor shall be entitled to the conversion deficiency remedies set forth in Section 2(b)(iv) of the Registration Rights Agreement. If at any point in time and from time a conversion notice for Preferred Shares is tendered by the Investor during the Approval Period, then the Investor shall be entitled to time the difference between (each a "TRIGGER DATE"A) the closing bid price of the Common Stock on the date preceding the date of the Conversion Notice multiplied by the number of Common Shares issued pursuant to upon such conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders aggregate conversion price of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureShares.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein At such time as the Borrower again becomes subject to rules or regulations of a Principal Market which requires the Borrower to receive shareholder approval of the issuance of shares of Common Stock pursuant to the contraryterms of this Note, the number of shares of Common Stock issuable by the Company Borrower and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the OptionHolder, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing DateDate or such other limit imposed by such rules or regulations of a Principal Market, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the CompanyBorrower's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Companyshareholders. If the Borrower becomes subject to rules or regulations of a Principal Market such that the limitations imposed by the previous sentence become effective, then at any point in time and from time to time (each each, a "TRIGGER DATE") the number of shares of Common Shares Stock issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionNote, together with the number of shares of Common Shares Stock that would then be issuable by the Company Borrower in the event of the conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstandingNote, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a shareholders meeting to obtain shareholder approval for the issuance of the shares of Common Shares Stock hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (Bb) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis Holder for cash such Principal Amount of Debentures, number of Warrants and the portion principal amount of the Option Note plus accrued interest and fees which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement)limitation, which redemption price such cash payment shall be paid within three five (35) Trading Days business days after a Trigger Date if this clause (Bb) is elected, or, if clause (a) is elected, five (5) business days following the Borrower's failure to so obtain shareholder approval the Borrower shall pay to the Holder an amount equal to the MCSI payment multiplied by 105%, as the case may be. The Company Borrower shall make such election with two within three (23) business days following the Trigger Date by giving written notice to all holders the Holder." 9. Holder waives Section 4.10 of Debenturesthe Note through September 30, Warrants and 2003. In the Optionevent that Section 9.4 of the Purchase Agreement is terminated, Section 4.10 of the Note will automatically terminate. 10. If There are no other modifications to the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureNote.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock issuable by that would be issued pursuant to this Agreement and the Company and acquirable by the Holders of Debentures, together the transactions contemplated hereby would exceed a number of shares issued under the Warrants and the Option, shall not exceed 19.9equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the Execution Date, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock outstanding on issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the Closing Datetransactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the “Maximum Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"Issuance”), unless the Company’s stockholders have approved the issuance of shares hereunder Common Stock pursuant to this Agreement in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with the applicable law and the By-laws and Articles of Incorporation rules of the CompanyPrincipal Market. If at In addition, for any point in time and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionPurchase Notice, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of Investor’s committed obligation under such Purchase Notice, shall not exceed the Maximum Common Stock IssuanceCommitted Amount, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or and (B) the maximum amount of Shares the Company may require the Investor to purchase in any Purchase Notice shall be the Purchase Notice Limit. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit with respect to any submitted Purchase Notice, at any time at its sole discretion, following receipt of a written request regarding the same from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureCompany.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock issuable by that would be issued pursuant to this Agreement and the Company and acquirable by the Holders of Debentures, together the transactions contemplated hereby would exceed a number of shares issued under the Warrants and the Option, shall not exceed 19.9equal to 19.99% of the shares of Common Stock issued and outstanding immediately prior to the Execution Date, which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock outstanding on issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the Closing Datetransactions contemplated by this Agreement under applicable rules of the Trading Market (such maximum number of shares, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the “Maximum Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"Issuance”), unless the Company’s stockholders have approved the issuance of shares hereunder Common Stock pursuant to this Agreement in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with the applicable law and the By-laws and Articles of Incorporation rules of the CompanyPrincipal Market. If at In addition, for any point in time and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionPurchase Notice, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of Investor’s committed obligation under such Purchase Notice, shall not exceed the Maximum Common Stock IssuanceCommitted Amount, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or and (B) the 15 maximum amount of Shares the Company may require the Investor to purchase in any Purchase Notice shall be the Purchase Notice Limit. Notwithstanding the forgoing, the Investor may waive the Purchase Notice Limit with respect to any submitted Purchase Notice, at any time at its sole discretion, following receipt of a written request regarding the same from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureCompany.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the number of shares of Common Stock issuable by the Company and acquirable by the Holders of DebenturesPurchasers under this Option, together the number of shares issued under the Warrants Debentures and the OptionWarrants, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. If at any point in time and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to the exercise of this Option, the conversion of the Debentures and exercise of the Warrants and the OptionWarrants, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of the entire Option and all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C1.4(f)(iii), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the Purchaser, the holders of Debentures, Debentures and Warrants and the Option on a pro rata basis such portion of the Option, Principal Amount of Debentures, Debentures and number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to the Purchasers and all holders of Debentures, Warrants Debentures and the OptionWarrants. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failure.. The following terms shall have meanings set forth below:

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein For so long as the Parent Corporation is subject to the contraryrules of the OTCBB/ American Stock Exchange, the number of shares of Common Stock issuable by the Company Parent Corporation and acquirable by the Holders of Debentures, together Holder under all securities issued by the number of shares issued under Company to the Warrants and the OptionHolder, shall not exceed 19.919.99% of the number of shares of the Parent's Common Stock issued and outstanding on the Closing Datedate hereof , subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Parent's Common Stock (the "MAXIMUM COMMON STOCK ISSUANCEMaximum Common Stock Issuance"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the CompanyCorporation's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Companyshareholders. If at any point in time and from time to time (each a "TRIGGER DATE") the number of shares of Parent's Common Shares Stock issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionPreferred Stock, together with the number of shares of Parent's Common Shares Stock that would then be issuable by the Company Corporation in the event of the conversion of all the Debentures and or exercise of all other securities issued by the Warrants and Company of the entire Option then outstandingStated Value of the Preferred Stock, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C)Section, then upon written notice provided by the Company shallHolder, at which such notice shall not be provided until the CompanyHolder has been issued in the aggregate not less than 19.99% of the number of shares of the Parent's electionCommon Stock issued and outstanding on the date hereof , either (A) the Corporation shall promptly call a shareholders meeting to obtain shareholder approval for the issuance of the shares of Common Shares Stock hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (B) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failure.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein to the contrary, the The number of shares of Common Stock issuable by the Company Borrower and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the OptionHolder, shall not exceed 19.9% of the number of shares of Common Stock outstanding on the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of shares hereunder in excess of the Maximum Common Stock Issuance shall first be approved by the CompanyBorrower's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Companyshareholders. If at any point in time and from time to time (each each, a "TRIGGER DATE") the number of shares of Common Shares Stock issued pursuant to conversion of the Debentures and exercise of the Warrants and the OptionNote, together with the number of shares of Common Shares Stock that would then be issuable by the Company Borrower in the event of the conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstandingNote, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a shareholders meeting to obtain shareholder approval for the issuance of the shares of Common Shares Stock hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of the Trigger Date, or (Bb) purchase from the holders of Debentures, Warrants and the Option on a pro rata basis Holder such Principal Amount of Debentures, number of Warrants and the portion principal amount of the Option Note plus accrued interest which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" Redemption Payment (as defined in the Registration Rights Purchase Agreement), which redemption price such payment shall be paid within three five (35) Trading Days business days after a Trigger Date if this clause (Bb) is elected, or, if clause (a) is elected, five (5) business days following the Borrower's failure to so obtain shareholder approval, as the case may be. The Company Borrower shall make such election with two within three (23) business days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureHolder.

OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything contained herein or in the other Warrants or in the Notes issued pursuant to the Purchase Agreement to the contrary, if the Company has not obtained Shareholder Approval (as defined below), then the Company may not issue, upon exercise of the Warrants, a number of shares of Common Stock issuable by the Company and acquirable by the Holders of Debentures, together the number of shares issued under the Warrants and the Option, shall not exceed 19.9% in excess of the number amount of shares of Common Stock outstanding on which may be issued upon conversion of the Closing Date, subject to appropriate adjustment for stock splits, stock dividends, or other similar recapitalizations affecting Notes and the Common Stock exercise of the Warrants (the "MAXIMUM COMMON STOCK ISSUANCE"“Issuable Maximum”) without causing the Company to breach its obligations under the rules or regulations of the Nasdaq Stock Market (including without limitation Section 5635(d) of the NASDAQ Stock Market Rules), unless provided that any portion of this Warrant which cannot be exercised due to such Issuable Maximum shall be purchased by the Company using the Black-Scholes Option Pricing Model. Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Notes issued and sold to such Holder by (y) the aggregate principal amount of all Notes issued and sold by the Company. If any Holder shall no longer hold any Notes, then such Holder’s remaining portion of the Issuable Maximum, if any, shall be reallocated pro-rata among the other Holders. “Shareholder Approval” means approval by the shareholders of the Company, in accordance with the applicable rules and regulations of the Nasdaq Stock Market (including without limitation Section 5635(e) of the NASDAQ Stock Market Rules) and Delaware corporate law, of the transactions contemplated by the Purchase Agreement and the Notes and the Warrants, including without limitation the issuance of shares hereunder all of the Conversion Shares under the Notes and the Warrant Shares under the Warrants in excess of the Issuable Maximum. The Issuable Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company. If at any point in time and from time to time (each a "TRIGGER DATE") the number of Common Shares issued pursuant to conversion of the Debentures and exercise of the Warrants and the Option, together with the number of Common Shares that would then be issuable by the Company in the event of conversion of all the Debentures and exercise of all the Warrants and the entire Option then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a shareholders meeting to obtain shareholder approval for the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, which such shareholder approval shall be obtained within 60 days of allocated under the Trigger Date, or (B) purchase from the holders of Debentures, Holder’s Notes and Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the portion of the Option which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the "Mandatory Repurchase Price" (as defined in the Registration Rights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected. The Company shall make such election with two (2) days following the Trigger Date determined by giving written notice to all holders of Debentures, Warrants and the Option. If the Company fails to timely make such election, or elects clause (A) but then fails to obtain such shareholder approval within 60 days following the Trigger Date, then the Company shall purchase the Shortfall at the Mandatory Repurchase Price within three (3) Trading Days following any such failureHolder.