Common use of Future Financings Clause in Contracts

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.7 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options to employees, officers and directors of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, or (d) the issuance of any securities in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or (e) a one-time issuance to Xxxxxx Xxxxx on or prior to the fifth Trading Day after the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to such issuance, otherwise in the form of the Debentures, or (f) prior to the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing, a one-time issuance of up to $2,000,000 of Capital Shares or Capital Shares Equivalents, provided such securities have an effective price per share of Common Stock of at least $1.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to Section 4(c)(ii) of the Debentures) to the extent the holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of the Debenture, to convert their respective outstanding Debentures and exercise the Warrants in full.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 60 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closing, other than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary hereinforegoing, this Section 4.7 shall not apply to in respect of the following issuance of (a) the granting or issuance of shares of Common Stock or options to employees, consultants, advisors, officers and or directors of the Company pursuant to any stock or option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of, or in connection with the payment of a Debenture interest on or redemption of, the Debentures or any Debentures of this series or of any other series or security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) securities upon the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereofof this Agreement, provided that such securities have not been amended since the date hereofof this Agreement, or (d) the issuance of any securities in connection with acquisitions, acquisitions or strategic investments (including, without limitation, any licensing or strategic partnering distribution arrangements), the primary purpose of which is not to raise capital, or (e) a one-time securities to financial institutions or lessors in connection with commercial credit arrangements, equipment financings or similar transactions, where the principal consideration for such transaction is not the issuance to Xxxxxx Xxxxx on or prior to the fifth Trading Day after the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to such issuance, otherwise in the form of the Debenturessecurities, or (f) prior to up to, in the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closingaggregate, a one-time issuance of up to $2,000,000 of Capital Shares or (not Capital Shares Equivalents), provided such securities have an effective price in a one-time transaction with pre-existing shareholders, for a per share purchase price of Common Stock not less than 90% of at least $1.75the average of the VWAPs during the 5 Trading Days prior to any such transaction ("Market Price") along with up to 25% warrant coverage with an exercise price not less than 112% of the then Market Price, which transaction may have registration rights. For purposes of clarification, an issuance pursuant to clause (f) above shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after anti-dilution provisions in the date of this Agreement and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to Section 4(c)(ii) of the Debentures) to the extent the holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of the Debenture, to convert their respective outstanding Debentures and exercise the Warrants in fullWarrants.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing andDate, if applicable, from the Second Closing Date until 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closingother than as contemplated by this Agreement, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents. Notwithstanding anything herein to the contrary, the 90 120 day period set forth in this Section 4.7 4.13 shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.7 4.13 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options to employees, officers and directors of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants Capital Shares Equivalents issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, or (d) the issuance of any securities Capital Shares or Capital Shares Equivalents in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or (e) a one-time issuance the granting of stock, stock options and/or warrants to Xxxxxx Xxxxx on or prior an investment group in connection with the advancement of $1 million to the fifth Trading Day after Company, which transaction is described in Item 13 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2003. Additionally, in additional to the limitations set forth herein, from the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to until such issuance, otherwise in the form of the time as there are no longer any Debentures, or (f) prior to the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing, a one-time issuance of up to $2,000,000 of Capital Shares or Capital Shares Equivalents, provided such securities have an effective price per share of Common Stock of at least $1.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make be prohibited from effecting or enter into an agreement to effect any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to Section 4(c)(ii) of the Debentures) to the extent the holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of the Debenture, to convert their respective outstanding Debentures and exercise the Warrants in full.Subsequent Financing

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing andDate, if applicable, from the Second Closing Date until 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second Closingother than as contemplated by this Agreement, neither the Company nor any Subsidiary (with respect to Capital Shares Equivalents) shall issue or sell any Capital Shares or Capital Shares EquivalentsEquivalents (other than units of limited partnership issued by U.S. Restaurant Properties Operating L.P. in the ordinary course of acquiring properties) entitling any Person to acquire shares of Common Stock. Notwithstanding anything herein to the contrary, the 90 30 day period set forth in this Section 4.7 shall be extended for the number of Trading Days during such period in which (yi) trading in the Common Stock is suspended by any Principal Market, or (zii) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers each Purchaser for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.7 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options to employees, officers and directors of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture any Preferred Stock or any other security issued by the Company in connection with the offer and sale of this Company's ’s securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, or (d) the issuance of any securities in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or (e) a one-time issuance to Xxxxxx Xxxxx on or prior to the fifth Trading Day after the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to such issuance, otherwise in the form of the Debentures, or (f) prior to the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing, a one-time issuance of up to $2,000,000 of Capital Shares or Capital Shares Equivalents, provided such securities have an effective price per share of Common Stock of at least $1.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Stockholder Approval has been obtained and deemed effective in accordance with Section 4.5(c4.5(d), the Company shall not make any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to Section 4(c)(ii5(c)(ii) of the DebenturesArticles Supplementarys) to the extent the holders of Debentures Preferred Stock would not be permitted, pursuant to Section 4(a)(ii)(B5(a)(iii) of the DebentureArticles Supplementarys, to convert their respective outstanding Debentures and exercise the Warrants Preferred Stock in full.

Future Financings. From the date hereof until 90 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing and, if applicable, from the Second Closing Date until 60 days after the Effective Date of the initial Registration Statement relating to the Securities issued at the Second ClosingSecurities, neither the Company nor any Subsidiary shall issue or sell any Capital Shares or Capital Shares Equivalents; PROVIDED, HOWEVER, such 90 day period shall be 30 days as it solely relates to up to 34 million shares of Common Stock issued in a firm commitment underwritten public offering by Xxxx Capital Partners, the proceeds of which shall first be applied to the redemption of all of the securities held at such time by The Sage Group, plc (or any Affiliates thereof) (the "XXXX OFFERING"). Notwithstanding anything herein to the contrary, the 90 or 30 day period set forth in this Section 4.7 4.7, as applicable, shall be extended for the number of Trading Days during such period in which (y) trading in the Common Stock is suspended by any Principal Market, or (z) following the Effective Date, the Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers for the resale of the Underlying Shares. Notwithstanding anything to the contrary herein, this Section 4.7 shall not apply to the following (a) the granting or issuance of shares of Common Stock or options to employees, officers and directors of the Company pursuant to any stock option plan or employee incentive plan or agreement duly adopted or approved by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) the exercise of a Debenture or any other security issued by the Company in connection with the offer and sale of this Company's securities pursuant to this Agreement, or (c) the exercise of or conversion of any convertible securities, options or warrants issued and outstanding on the date hereof, provided that such securities have not been amended since the date hereof, hereof or (d) the issuance of any securities in connection with acquisitions, strategic investments or strategic partnering arrangements, the primary purpose of which is not to raise capital, or (e) a one-time issuance to Xxxxxx Xxxxx on or prior to the fifth Trading Day after the date hereof of convertible debentures with a principal amount equal to $500,000 and a conversion price equal to the greater of the Set Price and the average of the 5 VWAPs immediately prior to such issuance, otherwise in the form of the Debentures, or (f) prior to the Effective Date of the initial Registration Statement relating to the Securities issued at the First Closing, a one-time issuance of up to $2,000,000 of Capital Shares or Capital Shares Equivalents, provided such securities have an effective price per share of Common Stock of at least $1.75, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and provided the effective price of such security is not adjustable thereafter, other than for stock splits, stock dividends, stock combinations and the like. In addition, unless Shareholder Approval has been obtained and deemed effective in accordance with Section 4.5(c), the Company shall not make any issuance whatsoever of Capital Shares or Capital Shares Equivalents which would cause any adjustment of the Set Price (other than pursuant to Section 4(c)(ii) of the Debentures) to the extent the holders of Debentures would not be permitted, pursuant to Section 4(a)(ii)(B) of the Debenture, to convert their respective outstanding Debentures and exercise the Warrants in full.