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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants 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 Certificate of Incorporation of the Company (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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of 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 the Note, together with the number of shares issuable pursuant to the Warrants, the Old Michigan Notes or New Michigan Notes, the warrants issued in connection with the Old Michigan Notes, and the warrants 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 Certificate of Incorporation of the Company (a "20% APPROVALApproval"). 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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of 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 the NoteDebentures, together with the number of shares issuable pursuant to issued under the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, Warrants and the warrants granted to Middlebury Capital LLC as placement agent for the NotesOption, 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 Certificate Articles of Incorporation of the Company (a "20% APPROVAL")Company. 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 Note 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(l3(i)(C), then the Company shall, at the Company's election, either (A) promptly call a stockholders shareholders meeting to obtain a stockholder vote on 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 Holder holders of Debentures, Warrants and the Option on a pro rata basis such Principal Amount of Debentures, number of Warrants and the Note 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 greater of "Mandatory Repurchase Price" (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to defined in the Registration StatementRights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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))elected. The Company may shall make such election at any time within thirty with two (302) days following the Trigger Date by giving written notice to all holders of Debentures, Warrants and the Holder of Option. If the NoteCompany fails to timely make such election, in which case 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 price stated above Mandatory Repurchase Price within three (3) Trading Days of delivery of said noticefollowing 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 pursuant to the Holders of the NoteNotes, together with the number of shares of Common Stock issuable pursuant to the Warrants, Middlebury Notes (as defined in the Michigan Notes, the Purchase Agreement) and pursuant to warrants issued granted in connection with the Michigan Notes, Notes and the warrants 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 Certificate of Incorporation of the Company (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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of 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 the NoteNotes, together with the number of shares issuable pursuant to the Warrants, the Old Michigan Notes or New Michigan Notes, the warrants issued in connection with the Old Michigan Notes, and the warrants 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 Certificate of Incorporation of the Company (a "20% APPROVALApproval"). 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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of 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 the NoteNotes, together with the number of shares issuable pursuant to the Warrants, the Michigan Old Middlebury Notes or New Middlebury Notes, the warrants issued in connection with the Michigan Old Middlebury Notes, and the warrants 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 Certificate of Incorporation of the Company (a "20% APPROVALApproval"). 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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of 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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the NotesHolder, 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 Certificate of Incorporation of the Company (a "20% APPROVAL")shareholders. If at any point in time and from time to time written notice from the Holders of the Note to the Company (each each, a "TRIGGER DATE") the number of shares of Common Shares Stock issued pursuant to conversion of the Note Note, together with the number of shares of Common Stock that would then be issuable by the Borrower in the event of the conversion of the entire Note, would exceed the Maximum Common Stock Issuance but for this Section 3(l)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a stockholders shareholders meeting to obtain a stockholder vote on 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 Holder the Principal Amount such principal amount of the 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 greater of Mandatory Redemption Payment (i) such Principal Amount of such Shortfall and (ii) as defined in the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration StatementPurchase 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 (although for purposes of clarificationelected, or, if clause (Aa) is elected by elected, five (5) business days following the Company and Borrower's failure to so obtain shareholder approval, as the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B))case may be. The Company may Borrower shall make such election at any time within thirty three (303) business days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said noticeHolder.

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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Old Middlebury Notes or New Middlebury Notes, the warrants issued in connection with the Michigan Old Middlebury Notes, and the warrants 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 Certificate of Incorporation of the Company (a "20% APPROVALApproval"). 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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALLShortfall") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said notice.

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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the NotesHolder, 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 Certificate of Incorporation of the Company (a "20% APPROVAL")shareholders. 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 written notice from the Holders of the Note to the Company (each each, a "TRIGGER DATE") the number of shares of Common Shares Stock issued pursuant to conversion of the Note Note, together with the number of shares of Common Stock that would then be issuable by the Borrower in the event of the conversion of the entire Note, would exceed the Maximum Common Stock Issuance but for this Section 3(l)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a stockholders shareholders meeting to obtain a stockholder vote on 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 Holder the Principal Amount for cash such principal amount of the 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 greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statementlimitation, 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 (although for purposes of clarificationelected, or, if clause (Aa) is elected 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 Company and the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B))case may be. The Company may Borrower shall make such election at any time within thirty three (303) business days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said noticeHolder."

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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the Notes, 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 Certificate of Incorporation of the Company (a "20% APPROVAL")Company. If at any point in time and from time to time written notice from Without limiting the Holders generality of the Note to foregoing, such shareholders' approval must duly authorize the issuance by the Company (each a "TRIGGER DATE") the number of shares of Common Shares issued pursuant to conversion of the Note would exceed 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(l)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 stockholders meeting shall thereupon use its best efforts to obtain a stockholder vote on shareholder approval 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, or the Investor shall be entitled to the 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, then the Investor shall be entitled to the difference between (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 upon such conversion and (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption aggregate conversion price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said noticeCommon Shares.

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 the Company and acquirable by the Holders of the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the Notesissuable 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 Certificate Articles of Incorporation of the Company (Company, if such issuance of shares of Common Stock could cause a "20% APPROVAL")delisting on the Principal Market. If at any point in time and from time to time written notice from Without limiting the Holders generality of the Note to foregoing, such shareholders' approval must duly authorize the issuance by the Company (each 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 "TRIGGER DATE") the number of Common Shares issued pursuant in the aggregate up to conversion of the Note would exceed the Maximum Common Stock Issuance but for this Section 3(l)limitation, then and that such approval pertains only to the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess applicability of the Maximum Common Stock Issuance, or (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if provided in this clause (B) is elected (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 (BSection 1(j)). The Company may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said notice.

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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the Notes, 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 Certificate 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 (a the "20% APPROVALApproval Period"). If at any point in time and from time to time written notice from In the Holders event that such approval is not obtained by the end of the Note Approval Period, the Investor shall be entitled to the Company 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, then the Investor shall be entitled to 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 Note would exceed the Maximum Common Stock Issuance but for this Section 3(l), then the Company shall, at the Company's election, either (A) promptly call a stockholders meeting to obtain a stockholder vote on the issuance of Common Shares hereunder in excess of the Maximum Common Stock Issuance, or and (B) purchase from the Holder the Principal Amount of the Note which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption aggregate conversion price equal to the greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statement, which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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 may make such election at any time within thirty (30) days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said noticeCommon Shares.

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 the Note, together with the number of shares issuable pursuant to the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants granted to Middlebury Capital LLC as placement agent for the NotesHolder, 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 Certificate of Incorporation of the Company (a "20% APPROVAL")shareholders. If at any point in time and from time to time written notice from the Holders of the Note to the Company (each each, a "TRIGGER DATETrigger Date") the number of shares of Common Shares Stock issued pursuant to conversion of the Note Note, together with the number of shares of Common Stock that would then be issuable by the Borrower in the event of the conversion of the entire Note, would exceed the Maximum Common Stock Issuance but for this Section 3(l)Section, then the Company Borrower shall, at the CompanyBorrower's election, either (Aa) promptly call a stockholders shareholders meeting to obtain a stockholder vote on 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 Holder the Principal Amount such principal amount of the 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 greater of (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to the Registration Statementlimitation, 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 (although for purposes of clarificationelected, or, if clause (Aa) is elected by elected, five (5) business days following the Company and Borrower's failure to so obtain shareholder approval, as the Company's stockholders do not approve the proposal, the Company will not be required to comply with clause (B))case may be. The Company may Borrower shall make such election at any time within thirty three (303) business days following the Trigger Date by giving written notice to the Holder of the Note, in which case the Company shall purchase the Shortfall at the price stated above within three (3) Trading Days of delivery of said noticeHolder.

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 the NotePurchasers under this Option, together with the number of shares issuable pursuant to issued under the Debentures and the Warrants, the Michigan Notes, the warrants issued in connection with the Michigan Notes, and the warrants 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 Certificate Articles of Incorporation of the Company (a "20% APPROVAL")Company. 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 the exercise of this Option, the conversion of the Note Debentures and exercise of the Warrants, 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 then outstanding, would exceed the Maximum Common Stock Issuance but for this Section 3(l1.4(f)(iii), then the Company shall, at the Company's election, either (A) promptly call a stockholders shareholders meeting to obtain a stockholder vote on 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 Holder Purchaser, the holders of Debentures and Warrants on a pro rata basis such portion of the Option, Principal Amount of the Note Debentures and number of Warrants which cannot be converted or exercised due to such Maximum Common Stock Issuance limitation ("SHORTFALL") at a redemption price equal to the greater of "Mandatory Repurchase Price" (i) such Principal Amount of such Shortfall and (ii) the Market Price as of the Trigger Date of the Underlying Shares of such Shortfall that could have been sold by the Holder pursuant to defined in the Registration StatementRights Agreement), which redemption price shall be paid within three (3) Trading Days after a Trigger Date if this clause (B) is elected (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))elected. The Company may shall make such election at any time within thirty with two (302) days following the Trigger Date by giving written notice to the Holder Purchasers and all holders of Debentures and Warrants. If the NoteCompany fails to timely make such election, in which case 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 price stated above Mandatory Repurchase Price within three (3) Trading Days of delivery of said notice.following any such failure. The following terms shall have meanings set forth below: