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 in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”).

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule SCHEDULE 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 365 days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”"EXCLUSION PERIOD").

Further Registration Statements. Except for a registration ---------------------------------- statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares Registrable Securities (as defined in Section 11.1(i) for 270 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 limitations (iii) the date the Note has been fully paid (“"Exclusion Period”").. The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note. (o)

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares Registrable Securities (as defined in Section 11.1(i) for 270 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 limitations (iii) the date the Note has been fully paid (“"Exclusion Period”"). 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 in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, except with respect to a Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 90 days, (ii) until all the 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 date the Note has been fully paid (“"Exclusion Period”").

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified as otherwise set forth on Schedule 11.1 hereto9(n), the Company will not file any registration statements or amend any already filed registration statement statements, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber Subscribers holding 75% of the Shares sold hereunder including any Warrant Shares, if any (the “Applicable Percentage”) until 90 (90) days after the sooner effective date of (i) the Registration Statement filed on behalf of the Subscribers during which such Registration Statement shall have been be current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”).

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 90 days, (ii) until all the 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 date the Note has been fully paid (“"Exclusion Period”").

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares Registrable Securities (as defined in Section 11.1(i) for 270 a period of 120 days, or (ii) until all the Shares, Initial 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 limitations (iii) "EXCLUSION PERIOD"). The Exclusion Period will be tolled during the date pendency of an Event of Default as defined in the Note has been fully paid (“Exclusion Period”)Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 10 of this Agreement or in connection with the securities identified on Schedule 11.1 heretoAgreement, the Company will not file any registration statements or amend any already filed registration statement statements, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner earlier of (i) ninety (90) days after the actual effective date of the registration statement filed pursuant to this Agreement ("Actual Effective Date") during which such Registration Statement shall have been be current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 days("Exclusion Period"), (ii) until all the Subscribers no longer own any of their Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitationsand Warrant Shares, or (iii) the date the Note has been fully paid (“Exclusion Period”)July 29, 2006.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 365 days, or (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”).

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 heretoin the Reports or Other Written Information, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 365 days, (ii) until all the 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 date the Note has been fully paid (“"Exclusion Period”").

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) 180 days after the actual effective date during which such Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 daysShares, or (ii) until all the 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 date the Note has been fully paid limitations (“Exclusion Period”). 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 in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 180 days, (ii) until all the 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 date the Note has been fully paid (“"Exclusion Period”").

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule SCHEDULE 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 ninety (90) days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”"EXCLUSION PERIOD").

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 heretoAgreement, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 180 days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”). The Exclusion Period shall be tolled during the pendency of an Event of Default.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 365 days, (ii) until all the 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 date the Note has been fully paid (“Exclusion Period”).

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 days, 365 days or (ii) until all the Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or limitations (iii) "EXCLUSION PERIOD"). The Exclusion Period will be tolled during the date pendency of an Event of Default as defined in the Note has been fully paid (“Exclusion Period”)Note.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the securities identified on Schedule 11.1 hereto, the Company will not file any registration statements or amend any already filed registration statement statement, including but not limited to Form S-8, with the Commission or with state regulatory authorities without the consent of the Subscriber until the sooner of (i) the Registration Statement shall have been current and available for use in connection with the unrestricted public resale of the Shares and Warrant Shares for 270 days, 365 days or (ii) until all the Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement or Rule 144, without regard to volume limitations, or limitations (iii) the date the Note has been fully paid (“"Exclusion Period”"). The Exclusion Period will be tolled during the pendency of an Event of Default as defined in the Note.