Common use of Further Registration Statements Clause in Contracts

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described on Schedule 11.1 hereto, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement Agreement, or in connection with the Qualified Acquisition as described on Schedule 11.1 heretodefined in Section 11.1(iv) of this Agreement, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, 144 or are eligible for sale pursuant to Rule 144(k) without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described on Schedule 11.1 heretoAgreement, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described on Schedule 11.1 heretoAgreement, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 365 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 one hundred eighty (180) days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 one hundred (100) days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described Agreement, and a Form S-8 to be filed in connection with not more than 150,000 shares of Common Stock on Schedule 11.1 heretobehalf of officers, directors and employees of the Company, the Company will not file with the Commission or with state regulatory authorities, any registration statements statements, including but not limited to Forms S-8, with the Commission or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein with state regulatory authorities without the consent of the Subscriber until the expiration of the “"Exclusion Period”", which shall be defined as the first to occur sooner of (i) the Registration Statement having shall have been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until the Notes have been fully paid or all the Shares and Warrant Shares issuable upon conversion of the Notes have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144144(k) under the 1933 Act, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default (as defined in the Note).

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described on Schedule 11.1 heretoAgreement, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “"Exclusion Period”", which shall be defined as the first to occur of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 365 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule SCHEDULE 11.1 hereto, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein therein, including but not limited to Forms S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the expiration of the “Exclusion Period”"EXCLUSION PERIOD", which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein therein, including but not limited to Forms S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 365 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without therein, including but not limited to Forms S-8 (except for Forms S-8 registration statements relating to, in the consent aggregate, for each 365 days, not more than $100,000 of shares of Common Stock valued on the date of issue at not less than the highest Conversion Price in effect on such date pursuant to Section 2.1(b) of the Subscriber Note), until the expiration of the “Exclusion Period”, which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 365 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein therein, including but not limited to Forms S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 90 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described Agreement, and a Form S-8 to be filed in connection with not more than 150,000 shares of Common Stock on Schedule 11.1 heretobehalf of officers, directors and employees of the Company, the Company will not file with the Commission or with state regulatory authorities, any registration statements statements, including but not limited to Forms S-8, with the Commission or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein with state regulatory authorities without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur sooner of (i) the Registration Statement having shall have been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until the Notes have been fully paid or all the Shares and Warrant Shares issuable upon conversion of the Notes have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144144(k) under the 1933 Act, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default (as defined in the Note).

Further Registration Statements. Except for a registration statement Registration Statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 ninety (90) days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 sixty (60) days, or (ii) until all the Shares and Warrant Conversion Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein therein, including but not limited to Forms S-8 with the Commission or with state regulatory authorities without the consent of the Subscriber until the expiration of the “"Exclusion Period”", which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default [as hereinafter defined in the NoteSection 10(a)].

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 ninety (90) days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or as described on Schedule 11.1 heretoAgreement, the Company will not file with the Commission or with state regulatory authorities, any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber until the expiration of the “Exclusion Period”, which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i) for a period of 180 days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or Agreement, and as described set forth on Schedule 11.1 hereto, the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements including but not limited to Forms S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such Common Stock is registered therein without the consent of the Subscriber therein, (including but not limited to Forms S-8), until the expiration of the “Exclusion Period”, ,” which shall be defined as the first to occur sooner of (i) the Registration Statement having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(i)) for a period of 180 eighty (80) days, or (ii) until all the Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or (iii) the satisfaction of the Notes. The Exclusion Period will be tolled or reinstated, as the case may be, during the pendency of an Event of Default as defined in the Note.