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 Additional Offering [as defined in Section 12(d)], 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 sooner of (i) the Registration Statement described in Section 11.1(iv) having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(iv) 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. 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 and the Additional Offering [as defined in Section 12(dparties listed on Schedule 9(w)], the Company will not not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities, authorities any registration statements (not including but not limited a registration statement on Form S-8 registering up to Forms S-81,000,000 shares reserved for outside securities counsel, reasonably approved by the majority of the Subscribers) 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 company securities are registered therein without the consent of the Subscriber therein, until the expiration of the “Exclusion Period”, ,” which shall be defined as the sooner of (i) the Registration Statement described in Section 11.1(iv) having been current and available for use in connection with the resale of date all of the Registrable Securities (as defined in Section 11.1(iv11.1) have been registered in an effective registration statement that has been effective for a period of 180 not less than one hundred and eighty (180) days, or (ii) until all the Conversion Shares and Warrant Shares have been resold or transferred by the Subscribers pursuant to the Registration Statement a registration statement or Rule 144144b(1)(i), without regard to volume limitations. 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 Registration Statement filed on behalf of the Subscribers pursuant to Section 11 of this Agreement or in connection with the Additional Offering [Agreement, and as defined in Section 12(d)]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 sooner of (i) the Registration Statement described in Section 11.1(iv) having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(iv11.1(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. 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 Agreement, or in connection with the Additional Offering [Qualified Acquisition as defined in Section 12(d)]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 sooner first to occur of (i) the Registration Statement described in Section 11.1(iv) having been current and available for use in connection with the resale of all of the Registrable Securities (as defined in Section 11.1(iv11.1(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.