Common use of Limitation on Future Financing Clause in Contracts

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) 12 months from the effective date of the Registration Statement or (ii) sixty (60) days after the entire $25,000,000 of Common Stock has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc., or (viii) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viii) above. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with the Company as follows:

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) 12 months from the effective date of the Registration Statement or (ii) sixty (60) days after the entire $25,000,000 of Common Stock has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc., (viii) pursuant to the exercise of any presently issued and outstanding options or warrants, or (viiiix) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viiiix) above. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with the Company as follows:

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the current market price until the earlier of (i) 12 24 months from the effective date of the Registration Statement Effective Date, or (ii) sixty (60) days after the entire $25,000,000 of Common Stock Commitment Amount has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million $500,000 dollars ($5,000,000) 500,000), in the aggregate, with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc.rights, entered into with AMRO International, S.A., (viii) pursuant to the exercise of any presently issued and outstanding options or warrants, or (viiiix) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 1,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c5.1(d) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viiiix) above. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with the Company as follows:.

Limitation on Future Financing. The Investors acknowledge and consent to the Company entering into an equity line financing arranged through Cardinal Capital, L.L.C., with terms acceptable to the Company. The Company agrees that, except as set forth below, that it will not enter into any sale of its equity securities for cash or any Capital Shares Equivalents at a discount to the then-current market bid price until the earlier of (i) 12 months from 180 days after the effective date of the Registration Statement or (ii) sixty three years (603) days after years from the entire $25,000,000 of Common Stock has been purchased by the Purchaserdate hereof. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financingarrangement), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee or director benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or employee, key consultant, or director, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one to which the Investors give their written approval, which will not be unreasonably withheld, or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc., or (viii) any agreement to which Purchaser gives its prior written consentthe Company is currently a party. In the event that the Company enters proposes to enter into a subsequent transaction sale of its securities pursuant to the aforementioned exceptions to the general prohibition on future financing in the case of clauses (ii) and (vi) abovein this Section 6.9 (the "Subsequent Placement"), the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant deliver to the terms Investors a written notice (the "Subsequent Placement Notice") of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of its intention to effect such subsequent transaction lessSubsequent Placement, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth Subsequent Placement Notice shall describe in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viii) above. Such right of first refusal must be exercised in writing within seven (7) Trading Days of the Purchaser's receipt of notice of reasonable detail the proposed terms of such financingSubsequent Placement, the amount of proceeds intended to be raised thereunder, and the persons and/or entities with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto. The Purchaser covenants If an Investor shall not have notified the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after its receipt of the Subsequent Placement Notice of their willingness to provide (or to cause their sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notices, the Company may effect the Subsequent Placement substantially upon the terms and to the persons and/or entities (or affiliates of such persons and/or entities) set forth in the Subsequent Placement Notice and such Investor shall not have any further rights with regard to the sale, conversion or exercise of the Company's securities pursuant to the Subsequent Placement; provided, however, that the Company shall provide each such Investor with a second Subsequent Placement Notice, and the Investors shall again have the right of first refusal set forth above in this Section, if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms set forth in such Subsequent Placement Notice within sixty (60) Trading Days after the date of the initial Subsequent Placement Notice with the Company as follows:persons and/or entities (or an affiliate of such persons and/or entities) identified in the Subsequent Placement Notice.

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its Common Stock or securities for convertible into cash at a discount to the current market price until the earlier of (i) 12 24 months from the effective date of the Registration Statement Effective Date, or (ii) sixty (60) days after the entire $25,000,000 of Common Stock Commitment Amount has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a directors, officers, full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more pursuant to a private placements with placement (not including an equity line type of financing) where the purchasers do have registration rights, rights provided that for each (A) such private placement, placement is entered into within 30 calendar days of the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the completing at least two (2) consecutive months immediately prior Draw Downs each for the applicable maximum Investment Amount pursuant to which the Purchaser has purchased Draw Down Shares on at least 30 Trading Days during the two most recent Draw Down Pricing Periods, and (B) the Company agrees to exercise Draw Downs each for the maximum Investment Amount (and each with a Threshold Price not to exceed 80% of the VWAP on the Trading Day the corresponding Draw Down Notice is delivered) for each month during which any thereafter until the aggregate Purchase Price of such financing is entered into, Draw Downs equals the aggregate gross proceeds received by the Company (viior its affiliates) pursuant to a such private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc.placement, or (viiivii) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and which it shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal belownot unreasonably withhold. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i), (ii), (vi) and (viiivii) above. Such right of first refusal must be exercised in writing and delivered pursuant to Section 9.4 hereof within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with the Company as follows:.

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the then current market price until the earlier of of: (i) 12 months from the effective date Effective Date (or 24 months from the Effective Date if the Company exercises its option to extend the term of the Registration Statement this Agreement pursuant to Section 7.1), or (ii) sixty (60) days after the entire $25,000,000 40,000,000 of Common Stock has been purchased by the Purchaser, or (iii) sixty (60) days after this Agreement is terminated pursuant to this Article VII. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) in one or more private placements where the purchasers do have registration rights provided that the sale of securities is not at a discount to the then current market price, (iv) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholdersboard of directors, (ivv) pursuant to any compensatory plan for a full-time employee or key consultant, (vvi) in connection with a strategic partnership or other similar business transaction, the principal purpose of which is not simply to raise money, (vivii) in one or more private placements placement with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two three (23) consecutive months immediately prior to the month during which any such financing is entered into, (viiviii) pursuant to a in one or more private placement of equity securities of up to five million dollars ($5,000,000) placements with registration rights, provided that such registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc.do not take effect until after this Agreement is terminated, or (viiiix) to which Purchaser gives its prior written consentapproval. In Further, in the event that the Company enters into has agreed with a subsequent third party on the principal terms of a transaction in the case of under (viii), (vii), (viii) or (ix) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant provide written notice of such terms to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, Purchaser. The Company and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right negotiate in good faith to permit the Purchaser to provide such financing in the place of first refusal, to elect to participatesuch third party. However, in the event that the Purchaser does not exercise its right to participate in such subsequent transaction in the case of (i), (ii), (vi) and (viii) above. Such right of first refusal must be exercised financing in writing within seven (7) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with , or if the Company as follows:and the Purchaser have not executed the agreement(s) providing for such financing within five (5) Trading Days of the Purchaser's delivery of notice to Company that the Purchaser intends to provide such financing, then the Company shall have the right to enter into such financing transaction with such third party.

Limitation on Future Financing. The Company agrees that, except as set forth below, that it will not enter into any sale of its securities for cash at a discount to the current market price Market Price or a variable rate transaction (a "Subsequent Placement") until the earlier of one hundred eighty (i180) 12 months from days after the effective date of the Registration Statement or (ii) sixty (60) days after the entire $25,000,000 of Common Stock has been purchased by the Purchaser. The foregoing shall not prevent or limit the Company from engaging in except for any sale of securities sales (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an equity line type of financing), (ii) in one or more private placements where the purchasers do not have registration rights, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (ivii) pursuant to any compensatory plan for a full-time employee or key consultant, or (viii) with the prior approval of a majority in interest of the Investors, which will not be unreasonably withheld, in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc., or (viii) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case sale of (vi) above, the Company hereby agrees and shall be obligated its securities at a discount to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals Market Price or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent a variable rate transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, to elect to participate, in such subsequent transaction in the case of (i)this Section 6.9, (ii)A) the Company delivers to the Investors a written notice (the "Subsequent Placement Notice") of its intention to effect such Subsequent Placement, (vi) and (viii) above. Such right of first refusal must be exercised which Subsequent Placement Notice shall describe in writing within seven (7) Trading Days of the Purchaser's receipt of notice of reasonable detail the proposed terms of such financingSubsequent Placement, the amount of proceeds intended to be raised thereunder, the persons and/or entities with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Investors shall not have notified the Company by 6:30 p.m. (New York City time) on the third (3rd) Trading Day after their receipt of the Subsequent Placement Notice of their willingness to provide (or to cause its sole designee to provide), subject to completion of mutually acceptable documentation, financing to the Company on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms as set forth in the Subsequent Placement Notice. The Purchaser covenants If the Investors shall fail to notify the Company of their intention to enter into such negotiations within such time period, the Company may effect the Subsequent Placement substantially upon the terms and to the persons and/or entities (or Affiliates of such persons and/or entities) set forth in the Subsequent Placement Notice; provided, however, that the Company shall provide the investors with a second Subsequent Placement Notice, and the Investors shall again have the right of first refusal set forth above in this Section, if the Subsequent Placement subject to the initial subsequent Placement Notice shall not have been consummated for any reason on conversion, reset and pricing terms (including original issue discount, if any) and substantially on such other terms set forth in such Subsequent Placement Notice within thirty (30) Trading Days after the date of the initial Subsequent Placement Notice with the Company as follows:persons and/or entities (or an Affiliate of such persons and/or entities) identified in the Subsequent Placement Notice. If an Investor shall

Limitation on Future Financing. The Company agrees that, except as set forth below, it will not enter into any sale of its securities for cash at a discount to the then current market price until the earlier of (i) 12 24 months from the effective date of the Registration Statement or Effective Date, (ii) sixty (60) days after the entire $25,000,000 of Common Stock Commitment Amount has been purchased by the Purchaser, or (iii) the date this Agreement is terminated pursuant to the terms herein. The foregoing shall not prevent or limit the Company from engaging in any sale of securities (i) in a registered public offering by the Company which is underwritten by one or more established investment banks (not including an "equity line line" type of financing), (ii) in one or more private placements where the purchasers do not have registration rightsrights (other than on equity line of credit type of financing) provided that the Company has exercised Draw Downs during the two (2) months immediately preceding the date the Company enters into such financing for the maximum amount permitted based upon the formula contained herein and Draw Down Shares have been purchased on at least thirty (20) Trading Days during such period and further, the Company agrees to exercise the maximum amount permitted based upon the formula contained herein during all subsequent months until the earlier of the date this Agreement is terminated as provided hereunder or the date the aggregate Purchase Price of such Draw Downs equals or exceeds the net proceeds received by the Company pursuant to such financing (and the Threshold Price for such Draw Down Pricing Periods is never set above 90% of the VWAP on the Trading Day immediately prior to the Trading Day on which the applicable Draw Down Notice is delivered, (iii) pursuant to any presently existing or future employee benefit plan which plan has been or is approved by the Company's stockholders, (iv) pursuant to any compensatory plan for a full-time employee or key consultant, (v) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, (vi) in one or more private placements with registration rights, provided that for each such private placement, the Company has drawn down the maximum amount allowed pursuant to the terms of this Agreement during the two (2) consecutive months immediately prior to the month during which any such financing is entered into, (vii) pursuant to a private placement of equity securities of up to five million dollars ($5,000,000) with registration rights arranged through Ladenburg Xxxxxxxx & Co. Inc.entered into before the Effective Date with an aggregate purchase price not to exceed $5,000,000, or (viiivii) to which Purchaser gives its prior written consent. In the event that the Company enters into a subsequent transaction in the case of (vi) above, the Company hereby agrees and shall be obligated to Draw Down the maximum amount allowed pursuant to the terms of this Agreement during each month thereafter until the aggregate amount Drawn Down equals or exceeds the total dollar amount of such subsequent transaction less, (i) as to any Draw Downs after such subsequent transaction, any dollar amounts by which the Company's right to Draw Down $6,000,000 per Draw Down is limited by the formula set forth in Section 6.1(c) hereof, and (ii) the dollar amount, if any, of the Purchaser's investment in such subsequent transaction pursuant to its right of first refusal below. Further, the Purchaser shall have a right of first refusal, refusal to elect to participate, in undertake and complete such subsequent transaction in the case of (i), (ii), (vi) and (viiivii) above. Such right of first refusal must be exercised in writing within seven five (75) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing. The Purchaser covenants with the Company as follows:.