Common use of Restriction on Issuance of the Capital Stock Clause in Contracts

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. The restrictions set forth in subparagraphs (i) and (ii) above shall not apply to: (i) the issuance of shares of Common Stock to the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees of the Company and the issuance of shares of Common Stock underlying such options, pursuant to a stock option plan for employees to be adopted by the Company at a future date, provided, however, that any and all grants under such stock option plan, in the aggregate, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 4(k)(2) attached hereto, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; and (iii) warrants to purchase up to One Million (1,000,000) shares of Common Stock to be issued to Trendwith Securities, Inc. and its designees in connection with the transactions contemplated in this Agreement, provided, however, that the exercise price of such warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrants.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof, thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value bid price determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. The restrictions set forth in subparagraphs (i) and (ii) above shall not apply to: (i) the issuance of S-8 except to register up to up to 1,000,000 shares of Common Stock issued to the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees employees, officers or directors of the Company and the issuance of shares of Common Stock underlying or its subsidiaries, provided that such options, pursuant to a stock option plan for employees to be adopted issuances are approved by the Company's Board of Directors and that the recipients have agreed to sell such shares in accordance with the volume limitations of Rule 144(e) of the General Rules and Regulations under the Securities Act of 1933. Notwithstanding the forgoing, the Company at a future dateshall have the right, providedwithout the prior written consent of the Buyers, however, that to issue or sell any and all grants under such stock option plan, in the aggregate, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted Preferred Stock, or any warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock provided that (w) such shares are issued in accordance connection with Schedule 4(k)(2an acquisition of MVSystems, Inc., or (x) attached hereto, and shall vest pro rata the consideration received per share for such issuance is not less than over a three the lower of the Fixed Conversion Price (3as defined in the Convertible Debenture) year or the Common Stock's bid price at the time of such issuance, (y) the aggregate value of such shares issued or issuable in any one month period from does not exceed ten percent (10%) of the respective dates market capitalization of grant; the Company, and (iiiz) such shares are restricted shares. Additionally, the Company shall be permitted to issue warrants to purchase up to One Million (1,000,000) 10,000,000 shares of Common Stock to be issued to Trendwith Securities, Inc. and its designees in connection with without the transactions contemplated in this Agreement, provided, however, that the exercise price of such warrants shall not be less than the Bid Price prior written consent of the Common Stock on Buyers provided that such shares underlying the date of issuance of such warrantswarrants are restricted shares.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof, thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's ’s Bid Price value determined immediately prior to it's ’s issuance, (iii) other than security interests in connection with Purchase Power Agreements (including inventory and receivables relating to the Purchase Power Agreements) which have been disclosed to the Buyer(s), enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. The restrictions set forth Notwithstanding the foregoing the Company shall provide the Buyer(s) ten (10) business days prior written notice prior to granting any security interests in subparagraphs connection with Power Purchase Agreements. Furthermore while there is a principal amount due and outstanding under the Convertible Debentures the Company shall be entitled, every calendar year, upon ten (i10) and business days prior written notice to the Buyer(s), to file a registration statement on Form S-8 registering up to five hundred thousand (ii500,000) above shall not apply to: (i) the issuance of shares of the Company’s Common Stock to under the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees of the Company and the issuance of shares of Common Stock underlying such options, pursuant to a Company’s bona fide employee stock option plan for employees of which of which up to be adopted by the Company at a future date, provided, however, that any and all grants under such stock option plan, in the aggregate, shall not exceed five million two hundred fifty thousand (5,000,000250,000) shares of Common Stock, shall may be granted in accordance with Schedule 4(k)(2) attached hereto, registered for and shall vest pro rata not less than over a three issued to officers and directors and two hundred fifty thousand (3) year period from the respective dates of grant; and (iii) warrants to purchase up to One Million (1,000,000250,000) shares of Common Stock to may be registered for and issued to Trendwith Securities, Inc. and its designees in connection with the transactions contemplated in this Agreement, provided, however, that the exercise price of such warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrantsemployees per calendar year.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, provided; however, that Troon & Co., Jordan X. Xxxxxx and Xxxxxxx X. XxXxxx (collectively, the “Senior Lenders”) pursuant to the Loan Agreement dated September 7, 2005, by and among the Obligor and the Senior Lenders (the “Loan Agreements”), may exercise the warrants issued pursuant thereto to purchase shares of the Obligor’s Common Stock without the prior consent of the Buyer(s) (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof, thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's ’s Bid Price value determined immediately prior to it's ’s issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8, except pursuant to the Company’s 2004 Stock incentive Plan. The restrictions set forth in subparagraphs Notwithstanding the foregoing the Company shall not, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld (i) and (ii) above shall not apply to: (i) the issuance of issue or sell shares of Common Stock or Preferred Stock with or without consideration, including to the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees Senior Lenders and any exercise of the Company and warrants issued to them pursuant to the issuance of Loan Agreement to purchase shares of Common Stock underlying such options, pursuant to a stock option plan for employees to be adopted by the Company at a future date, provided, however, that any and all grants under such stock option plan, in the aggregate, shall not exceed five million (5,000,000) shares of Obligor’s Common Stock, shall be granted in accordance with Schedule 4(k)(2) attached hereto, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; and (iii) warrants to purchase up to One Million (1,000,000) except for shares of the Company’s Common Stock to be issued to Trendwith SecuritiesCompany Counsel, Inc. and its designees in connection with provided that such issuances does not alter the transactions contemplated in this Agreement, provided, however, that the exercise price holdings of such warrants shall not be less than the Bid Price shareholders of the Company who are the beneficial owners of an excess of fifty percent (50%) of the Company’s outstanding shares of Common Stock on as of the date hereof, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock with or without consideration, including to the Senior Lenders and any exercise of issuance the warrants issued to them pursuant to the Loan Agreement to purchase shares of the Obligor’s Common Stock or (iv) file any registration statement on Form S-8, except pursuant to the Company’s 2004 Stock Incentive Plan and the registration of shares of the Company’s Common Stock to be issued to Company Counsel, provided that such warrantsissuances do not alter the holdings of shareholders of the Company who are the beneficial owners of an excess of fifty percent (50%) of the Company’s outstanding shares of Common Stock as of the date hereof, until such time as the authorized shares of the Company’s Common Stock is increased to at least two hundred fifty million (250,000,000) shares of Common Stock.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the closing bid price price, as quoted by Bloomberg, LP (the "Bid Price"), of the Common Stock determined immediately prior to its issuance, (ii) issue any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. The restrictions set forth in subparagraphs (i) and (ii) above foregoing restriction shall not apply toto the following: (ia) the any issuance of shares of Common Stock to the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees of the Company and the issuance of shares of Common Stock underlying such options, pursuant to a stock option plan for employees to be adopted by the Company at of securities in connection with a future datestrategic partnership or a joint venture or other partnering arrangement or to consultants (the primary purpose of which is not to raise equity capital), provided(b) any issuance by the Company of securities as consideration for a merger or consolidation or the acquisition of a business, howeverproduct, that license, or other assets of another person or entity, (c) securities issued pursuant to the conversion or exercise of convertible or exercisable securities issued or outstanding on or prior to the date hereof or issued pursuant to the Securities Purchase Agreement, (d) any and all grants under such stock option plan, in the aggregate, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 4(k)(2) attached hereto, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; and (iii) warrants to purchase up to One Million (1,000,000) shares of Common Stock to be issued to Trendwith Securities, Inc. and its designees in connection with for the transactions contemplated in this by the Securities Purchase Agreement, provided, however, that the exercise price of such warrants shall is not be less than the Bid Price of the Common Stock on the date of issuance of such warrantsoptions, (e) the Warrant Shares and any securities issued or issuable pursuant to the Securities Purchase Agreement, (f) options or grants of options to purchase up to 500,000 shares of Common Stock, provided (I) such options are issued after the date of this Warrant to employees of the Company, and (II) the exercise price of such options is not less than the Bid Price of the Common Stock on the date of issuance of such option and (g) previously issued options prior to the date hereof to R. Dechairo, J. Equale, N. Perna and K. Hale.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer(s), (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, (ii) issue any warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock's Bid Price value determined immediately prior to it's issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. The restrictions set forth in subparagraphs (i) and (ii) above shall not apply to: (i) the issuance of shares of Common Stock to the individuals listed on Schedule 4(k)(1) attached hereto in the respective amounts set forth opposite each individual's name; (ii) grants of options to employees of the Company and the issuance of shares of Common Stock underlying such options, pursuant to a stock option plan for employees to be adopted by the Company at a future date, provided, however, that any and all grants under such stock option plan, in the aggregate, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 4(k)(2) attached hereto, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; , and (iii) warrants to purchase up to One Million (1,000,000) 10,000 shares of Common Stock to be issued to Trendwith Securities, Inc. and or its designees in connection with the transactions contemplated in this the Securities Purchase Agreement, provided, provided however, that the exercise price of such warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrants.