Common use of Further Registration Statements Clause in Contracts

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers and the parties listed on Schedule 9(w), the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities (as defined in Section 11.1) have been registered in an effective registration statement that has been effective for not less than one year, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of Designation.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers and the parties listed on Schedule 9(w), the Company will not, without the consent of a Majority in Interest of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form S-8, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities (as defined in Section 11.1) have been registered in an effective registration statement that has been effective for not less than one year, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of Designation.

Further Registration Statements. Except for a registration statement filed exclusively on behalf of the Subscribers and the parties listed on Schedule 9(w)Subscribers, the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form statements (excluding 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 company securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities ([as defined in Section 11.1) ] have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers and the parties listed on Schedule 9(w), the The Company will not, without the consent of the Subscribersa Majority in Interest, file with the Commission or with state regulatory authorities any registration statement, statements (not including a registration statement on Form S-8S-8 registering up to 150,000 (post Recapitalization)] shares reserved for outside securities counsel, or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such company securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities (as defined in Section 11.1) have been registered in an effective registration statement that has been effective for not less than one yearsix months, or (ii) until all the Conversion Shares and Warrant Shares have been may be resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed exclusively on behalf of the Subscribers and the parties listed on Schedule 9(w)Subscriber, the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form S-8, statements or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such company securities of the Company are registered 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 date all of the Registrable Securities ([as defined in Section 11.1) 11.1(iv)] have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscribers Subscriber pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed exclusively on behalf of the Subscribers and (including in connection with the parties listed on Schedule 9(wNotes issued in the Additional Offering), the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form statements (excluding 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 company securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities (as defined in Section 11.1) have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Conversion Shares and Warrant Shares have been resold transferable by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers which may include for registration only the Fee Shares and the parties listed Common Stock described on Schedule 9(w9(q), the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, statements (including a registration statement on Form 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 company securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities ([as defined in Section 11.1) ] have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Conversion Shares, Incentive Shares and Warrant Shares have been resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed exclusively on behalf of the Subscribers and the parties listed on Schedule 9(w)Subscriber, the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, including a registration statement on Form S-8, statements or amend any already filed registration statement to increase the amount of Common Stock registered therein, or reduce the price of which such company securities of the Company are registered 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 date all of the Registrable Securities ([as defined in Section 11.1) 11.1(iv)] have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Incentive Shares, Conversion Shares and Warrant Shares have been resold by the Subscribers Subscriber pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.

Further Registration Statements. Except for a registration statement filed on behalf of the Subscribers which may include for registration only the Fee Shares and the parties listed Common Stock described on Schedule 9(w9(q), the Company will not, without the consent of the Subscribers, file with the Commission or with state regulatory authorities any registration statement, statements (including a registration statement on Form 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 company securities of the Company are registered therein, until the expiration of the “Exclusion Period,” which shall be defined as the sooner of (i) the date all of the Registrable Securities ([as defined in Section 11.1) ] have been registered in an effective registration statement that has been effective for not less than one yearstatement, or (ii) until all the Conversion Shares and Warrant Shares have been resold by the Subscribers pursuant to a registration statement or Rule 144b(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 Certificate of DesignationNote.