Principal Market Regulation. Notwithstanding any other provision of this Note, the Company shall not issue any shares of Common Stock upon conversion of this Note if the issuance of such shares of Common Stock would exceed the aggregate number of shares of Common Stock which the Company may issue upon conversion without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market, except that such limitation shall not apply in the event that the Company: # obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount, or # obtains a written opinion from outside counsel to the Company that such approval is not required, which opinion is reasonably satisfactory to the Holder.