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 then current market price (including securities convertible, exchangeable, adjustable or which may be reset at a discount to the then current market price) until the earlier of (i) 36 months from the Effective Date, (ii) sixty (60) days after the entire 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" type of financing), (ii) pursuant to a private placement where the investors do not have registration rights, (iii) pursuant to any compensatory plan for a full-time employee or key consultant, (iv) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, or (v) to which Purchaser gives its prior written consent. Further, the Purchaser shall have a right of first refusal to undertake and complete such subsequent transaction in the case of (i), (ii) and (v) above. Such right of first refusal must be exercised in writing within five (5) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing or the right to participate in such financing shall be waived.

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 then current market price (including securities convertible, exchangeable, adjustable or which may be reset at a discount to the then current market price) until the earlier of (i) 36 18 months from the Effective Date, or (ii) sixty (60) days after the entire 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) pursuant to a in one or more private placement placements where the investors 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, (ivv) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, or (vvi) to which Purchaser gives its prior written consent, which it shall not unreasonably withhold. Further, the Purchaser shall have a right of first refusal refusal, to undertake and complete elect to participate, in such subsequent transaction in the case of (i), (ii) and (vvi) above. Such right of first refusal must be exercised in writing and delivered pursuant to Section 9.4 hereof within five seven (57) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing or financing. The Purchaser covenants with the right to participate in such financing shall be waived.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 for less than the then current market price greater of: (including securities convertible, exchangeable, adjustable or which may be reset at a discount to i) the then current market price; or (ii) the Draw Down Purchase Price, until the earlier later of (i) 36 12 months from the Effective Date, effective date of the Registration Statement or (ii) sixty (60) days after the entire Commitment Amount $2,400,000 of Shares (excluding the Shares underlying the Warrants) 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" type of financing)banks, (ii) pursuant to a in one or more private placement placements where the investors 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, (ivv) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, money or (vvi) to which Purchaser gives its prior written consentapproval. Further, the Purchaser shall have a right of first refusal refusal, to undertake and complete elect to participate, in such subsequent transaction in the case of (i), (ii) and (vvi) above. Such right of first refusal must be exercised in writing within five seven (57) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing or the right to participate in such financing shall be waivedfinancing.

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 then current market price (including securities convertible, exchangeable, adjustable or which may be reset at a discount to the then current market price) VWAP until the earlier of (i) 36 20 months from the Effective Date, or (ii) sixty (60) days after the entire 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) pursuant to a in one or more private placement placements where the investors 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 directors, officers, employees or key consultantconsultants, (ivv) in connection with a strategic partnership or other business transaction, the principal purpose of which is not simply to raise money, or (vvi) to which Purchaser gives its prior written consent, which it shall not unreasonably withhold. Further, the Purchaser shall have a right of first refusal refusal, to undertake and complete elect to participate, in such subsequent transaction in the case of (i), (ii) and (vvi) above. Such right of first refusal must be exercised in writing and delivered pursuant to Section 9.4 hereof within five seven (57) Trading Days of the Purchaser's receipt of notice of the proposed terms of such financing or financing. The Purchaser covenants with the right to participate in such financing shall be waived.Company as follows: