Common use of No Inclusion of Other Securities Clause in Contracts

No Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required Holders. Until the earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement pursuant to this Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement. Notwithstanding anything contained in this Section 2(i), the Comapany may include any securities issued in accordance with the offering contemplated in Section 7(a)(xv) of the Stock Purchase Agreement on any Registration Statement filed in accordance herewith provided, that the terms of such offering are not amended, modified or changed on or after the date hereof..

No Inclusion of Other Securities. The Except (A) for such securities set forth on Schedule 2(i), which in the event of any Rule 415 cutback by the SEC shall be reduced prior to any reduction in Registrable Securities or (B) securities registered with regard to the Announced Distribution by Axxx Alliance, Inc., formerly known as BitNile Holdings, Inc. (“Axxx”), or (C) securities registered for the Uplist Transaction, the Company shall in no event include any securities other than Registrable Securities on any Registration Statement filed in accordance herewith without the prior written consent of the Required HoldersHolders (which consent shall not be unreasonably withheld, delayed or conditioned). Until the earlier of Applicable Date (x) as defined in the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial Registration Statement pursuant to this Agreement is declared effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information FailurePurchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders, except as otherwise permitted under the Securities Purchase Agreement; provided that in the event the Company grants registration rights in connection with the Axxx Financing, the Company may register the resale by Axxx of the Common Stock underlying the convertible notes issued to Axxx in the Axxx Financing, and such registration rights for such convertible notes shall be expressly subordinated to the registration rights granted pursuant to this Agreement. Notwithstanding For the avoidance of any doubt, notwithstanding anything contained herein or in any other Transaction Document to the contrary, in no event will the Company be precluded from or penalized for registering the transactions involving the securities excepted under this Section 2(i), the Comapany may include any securities issued in accordance with the offering contemplated in Section 7(a)(xv) of the Stock Purchase Agreement on any Registration Statement filed in accordance herewith provided, that the terms of such offering are not amended, modified or changed on or after the date hereof...