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, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (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 (the “Bid Price”), as quoted by Bloomberg, LP, 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 the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuance, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. “Permitted Issuances” shall mean (i) securities issuable pursuant to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures Notes are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s) (such consent not to be unreasonably withheld), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock Ordinary Shares or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock closing bid price (the “Bid Price”)) of the Ordinary Shares, as quoted reported by Bloomberg, LP, determined immediately prior to its issuanceissuance (except for Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares outstanding on the date hereof, Ordinary Shares to be issued to Alegro Capital Limited in connection with the transaction completed by the Agreement, Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares issued to employees, directors or consultants pursuant to the Company’s equity incentive plans as such plans exist on the date hereof, Ordinary Shares issuable pursuant to the transactions contemplated by the Securities Purchase Agreement dated July 21, 2005 between the Company and M.A.G. Capital LLC and certain of its affiliates), and Ordinary Shares issuable to the Buyer or any of its affiliates, (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 Ordinary Shares without consideration or for a consideration less than such Common Stock’s Bid Price of the Ordinary Shares value determined immediately prior to it’s issuanceissuance (except for options or other rights to acquire Ordinary Shares issued to employees, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of directors or consultants pursuant to the Company’s equity incentive plans as such plans exist on the date hereof and warrants to be issued to Alegro Capital Limited in connection with the transaction completed by the Agreement), or (iviii) file any registration statement on Form S-8. “Permitted Issuances” shall mean S-8 (i) securities issuable pursuant to any agreement other than in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by connection with the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect ’s equity incentive plans existing on the date hereof (and renewals and replacements thereofhereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures or the Warrants are outstanding, except for exercises other than securities issued in connection with the SEDA, and other than securities issued pursuant to options, warrants or conversions of currently convertible securities outstanding options and warrants disclosed on the date hereof or otherwise issued in accordance with the SEC Documents or the disclosure schedules heretoterms hereof, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (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 of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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 Closing Bid Price value determined immediately prior to it’s its issuance, (iii) enter into any security instrument, except Permitted Liens, 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. “Permitted Issuances” shall mean (i) securities issuable pursuant S-8 except to any agreement in effective as register up to 5,000,000 shares of the date hereof Common Stock to be issued under a stock option plan providing for the issuance of incentive stock options and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or non-statutory stock options to purchase such securities) issuable to officers, directors, the Company’s non-executive employees, provided that (x) such shares are not issued without consideration or consultants to for a consideration less than the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect Common Stock’s closing Bid Price on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens of issuance or the interests date on which the obligation to issue any such shares of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; stock first arose, and (iiiy) liens granted such Form S-8 registration statement is not filed prior to 90 days following the effectiveness of the registration statement. “Closing Bid Price” on any day shall be the closing bid price for a share of Common Stock on such date on the American Stock Exchange (or such other exchange, market, or other system that the Common Stock is then traded on), as security for surety reported on Bloomberg, L.P. (or appeal bonds in connection with obtaining such bonds in the ordinary course similar organization or agency succeeding to its functions of businessreporting prices).

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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) enter into any security instrument, except Permitted Liens, instrument granting the holder a security interest in any and all assets of the Company, except that the Company may grant a security interest to a lender that provides purchase money financing for inventory and equipment and such security interest relates solely to the inventory and equipment so purchased, or (iv) file any registration statement on Form S-8. “Permitted Issuances” shall mean ; however, the Company may issue shares of Common Stock to Bxxxxxx X. Xxxxxx, pursuant to the terms of his Employment Agreement of July 1, 2004 and the Company may establish a Stock Option, SAR and Stock Bonus Plan (the "Plan") to retain and compensate independent Consultants by way of granting (i) securities issuable pursuant to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); non-qualified stock options, (ii) up to 5 million securities (or non-qualified stock options to purchase such securities) issuable to officerswith stock appreciation rights attached, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. Stock bonuses pursuant to the Placement Agency Agreement dated October 21Power Technology 2004-B Stock Option, 2005SAR and Stock Bonus Plan and further provided that the total number of shares of Common Stock available for grant to participants under the Plan shall not exceed twenty percent (20%) of the total number of issued and outstanding shares of Common Stock upon the establishment of the Plan; provided that any issuances permitted hereunder shall only be issued if the recipient enters into a lock-up agreement pursuant to which the recipient shall not sell, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect transfer or assign any shares for a period commencing on the date hereof of issuance and expiring six (and renewals and replacements thereof); (ii6) liens arising from purchase money liens or months after the interests of lessors under capital leases to date upon which the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to SEC declares effective the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of businessregistration statement contemplated herein.

Restriction on Issuance of the Capital Stock. So long as any at least $100,000 principal amount Convertible Debentures issued under this Agreement or the Convertible Debentures issued under the Securities Purchase Agreement dated August 4, 2004 are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall ) not to be unreasonably withheld or delayed (i) withheld, issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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) enter into any security instrument, except Permitted Liens, instrument granting the holder a security interest in any and all assets of the CompanyCompany (provided that the Company may enter into security agreements with a third party (the "Third Party") relating to the purchase, lease, and/or financing of equipment and the Buyer will subordinate the priority of Buyer's lien as a secured party to the lien such Third Party specific to the equipment so purchased, leased and/or financed), or (iv) file any registration statement on Form S-8. “Permitted Issuances” shall mean (i) , except to register securities issuable pursuant to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by issued under the Company's Board 2004 Stock Incentive Plan. So long as at least $100,000 principal amount of Directors and shareholders; and (iii) securities issuable to Stonegate Securitiesthe Convertible Debentures issued under this Agreement or the Convertible Debentures issued under the Securities Purchase Agreement dated August 4, Inc. pursuant 2004 remain outstanding, the Company covenants that it shall not make any amendments, modifications or other changes to the Placement Agency Agreement dated October 21, 2005, 2004 Stock Incentive Plan as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect existence on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or hereof, including, without limitation, increasing the interests number of lessors under shares of capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security stock available for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of businessissuance thereunder.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures Notes are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s) (such consent not to be unreasonably withheld), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock Ordinary Shares or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock closing bid price (the “Bid Price”)) of the Ordinary Shares, as quoted reported by Bloomberg, LP, determined immediately prior to its issuanceissuance (except for Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares outstanding on the date hereof, Ordinary Shares to be issued or previously issued to Alegro Capital Limited in connection with the transaction completed by the Agreement, Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares issued to employees, directors or consultants pursuant to the Company’s equity incentive plans as such plans exist on the date hereof, Ordinary Shares issuable pursuant to the transactions contemplated by the Securities Purchase Agreement dated July 21, 2005 between the Company and M.A.G. Capital LLC and certain of its affiliates), and Ordinary Shares issuable to the Buyer or any of its affiliates, (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 Ordinary Shares without consideration or for a consideration less than such Common Stock’s Bid Price of the Ordinary Shares value determined immediately prior to it’s issuanceissuance (except for options or other rights to acquire Ordinary Shares issued to employees, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of directors or consultants pursuant to the Company’s equity incentive plans as such plans exist on the date hereof and warrants to be issued to Alegro Capital Limited in connection with the transaction completed by the Agreement), or (iviii) file any registration statement on Form S-8. “Permitted Issuances” shall mean S-8 (i) securities issuable pursuant to any agreement other than in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by connection with the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect ’s equity incentive plans existing on the date hereof (and renewals and replacements thereofhereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures Notes are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s) (such consent not to be unreasonably withheld), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock Ordinary Shares or Preferred Stock without consideration or for a consideration per share less than the closing bid price (the "Bid Price Price") of the Common Stock (the “Bid Price”)Ordinary Shares, as quoted reported by Bloomberg, LP, determined immediately prior to its issuanceissuance (except for Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares outstanding on the date hereof, Ordinary Shares to be issued to Alegro Capital Limited in connection with the transaction completed by the Agreement, Ordinary Shares issued pursuant to options or other rights to acquire Ordinary Shares issued to employees, directors or consultants pursuant to the Company's equity incentive plans as such plans exist on the date hereof, and Ordinary Shares issuable pursuant to the transactions contemplated by the Securities Purchase Agreement dated July 21, 2005 between the Company and M.A.G. Capital LLC and certain of its affiliates), (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 Ordinary Shares without consideration or for a consideration less than such Common Stock’s Bid Price of the Ordinary Shares value determined immediately prior to it’s issuance's issuance (except for options or other rights to acquire Ordinary Shares issued to employees, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of directors or consultants pursuant to the Company's equity incentive plans as such plans exist on the date hereof and warrants to be issued to Alegro Capital Limited in connection with the transaction completed by the Agreement), or (iviii) file any registration statement on Form S-8. “Permitted Issuances” shall mean S-8 (i) securities issuable pursuant to any agreement other than in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by connection with the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect equity incentive plans existing on the date hereof (and renewals and replacements thereofhereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures or the Warrants are outstanding, except for exercises and other than securities issued pursuant to options, warrants or conversions of currently convertible securities outstanding options and warrants disclosed on the date hereof or otherwise issued in accordance with the SEC Documents or the disclosure schedules heretoterms hereof, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (i) except for the securities to be issued under this Agreement, the Amended and Restated Securities Purchase Agreement (the “PIPE Agreement”), dated the date hereof, between the Company and Prencen, LLC and the Series A Junior Participating Preferred Stock, including without limitation, any Common Stock issued pursuant to exercise or conversion of any securities issued pursuant to such agreements, or except for Common Stock to be issued upon exercise or conversion of warrants and options outstanding on the date of this Agreement (including Common Stock to be issued pursuant to the Plan of Merger between Hermes Holding {00079355.10 / 0860-108} Company, Inc. and Hermes Acquisition Company I LLC upon exercise of such options or warrants) or upon conversion of the shares of Series A Junior Participating Preferred Stock outstanding on the date of this Agreement, issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the Closing Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, determined immediately prior to its issuance, (ii) except for the securities to be issued under this Agreement and the PIPE Agreement, 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 Closing Bid Price value determined immediately prior to it’s its issuance, (iii) enter into any security instrument, except Permitted Liens, 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. “Permitted Issuances” shall mean (i) securities issuable pursuant S-8 except to any agreement in effective as register up to 5,000,000 shares of the date hereof Common Stock to be issued under a stock option plan providing for the issuance of incentive stock options and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or non-statutory stock options to purchase such securities) issuable to officers, directors, the Company’s non-executive employees, provided that (x) such shares are not issued without consideration or consultants to for a consideration less than the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect Common Stock’s Closing Bid Price on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens of issuance or the interests date on which the obligation to issue any such shares of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; stock first arose, and (iiiy) liens granted such Form S-8 registration statement is not filed prior to 90 days following the effectiveness of the registration statement. “Closing Bid Price” on any day shall be the closing bid price for a share of Common Stock on such date on the American Stock Exchange (or such other exchange, market, or other system that the Common Stock is then traded on), as security for surety reported on Bloomberg, L.P. (or appeal bonds in connection with obtaining such bonds in the ordinary course similar organization or agency succeeding to its functions of businessreporting prices).

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed ): (i) enter into any security instrument granting the holder a security interest in the Pledged Property and/or the IP Collateral (ii) file any registration statement on Form S-8 or (iii) except for Excluded Securities, issue or sell in excess of Ten Million Dollars ($10,000,000) of shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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 the right to acquire Common Stock without consideration or for a consideration per share less than such the bid price of the Common Stock’s Bid Price Stock determined immediately prior to it’s its issuance. “Excluded Securities” means, (iiia) enter into shares issued or deemed to have been issued by the Company pursuant to an Approved Stock Plan (b) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security instrumentoutstanding on the date prior to date of the Securities Purchase Agreement, except Permitted Liensprovided that the terms of such right, granting option, obligation or security are not amended or otherwise modified on or after the holder date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement, (c) shares issued in connection with any acquisition by the Company, whether through an acquisition of stock or a security interest in merger of any business, assets or technologies, leasing arrangement or any other transaction the primary purpose of which is not to raise equity capital, and all assets (d) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of the Convertible Debentures or exercise of the Warrants. “Approved Stock Plan” means a stock option plan or other equity compensation award that has been approved by the Board of Directors of the Company, or (iv) file any registration statement on Form S-8. “Permitted Issuances” shall mean (i) securities issuable pursuant to which the Company’s securities may be issued only to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (employee, officer, consultant or options to purchase such securities) issuable to officers, directors, employees, or consultants director for services provided to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of businessits subsidiaries.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock or Preferred Stock with or without consideration or for a consideration per share less than the Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, determined immediately prior to its issuanceconsideration, (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 or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuanceconsideration, (iii) enter into any security instrument, except Permitted Liens, 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. “Permitted Issuances” Notwithstanding the foregoing, the above restriction shall mean not apply to the following: (i1) securities issuable pursuant to any agreement in effective as of the date hereof and Xxx Xxxxxxxx (as set forth in the Disclosure Schedule (which is an exhaustive listSchedule); (ii2) up 2,000,000 shares of Common Stock to 5 million securities Weyerhaeuser Company as set forth in the Disclosure Schedule; (or options 3) the preferred stock to purchase such securities) issuable to officers, directors, employees, or consultants to Fox Communications as set forth in the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholdersDisclosure Schedule; and (iii4) securities issuable to Stonegate Securities, Inc. pursuant Xxxx Xxxx up to the Placement Agency Agreement dated October 21amounts of Common Stock set forth in the Disclosure Schedule. In addition, 2005notwithstanding the foregoing, as amended December 29, 2005. the Company shall be permitted to make issuances of its securities (the “Permitted Liens” Securities”) in accordance with those issuances set forth on Schedule 4(k) hereof. While any portion of the Convertible Debentures are outstanding the Permitted Securities shall mean have the following restrictions upon any sale, disposition and or transfer of such securities: (iA) liens Prior to the date that the Registration Statement is declared effective by the SEC, the Company and the holders of any of the Permitted Securities are restricted from selling, transferring or disposing of any portion of the Permitted Securities; and (B) for a period of one year following the effectiveness of the Registration Statement, any holder of the Permitted Securities may sell such securities in effect an amount equal to a maximum of 1% per quarter of the Company’s outstanding shares of Common Stock at the time of such sale. After one year following the date on which the Registration Statement has been declared effective the holders of the Permitted Securities may sell any portion of the Permitted Securities subject only to the restrictions of state and federal securities laws and the laws of their respective jurisdictions. The Company hereby covenants that any certificate representing any portion of the Permitted Securities that is issued prior to the date hereof (and renewals and replacements thereofshall bear a legend consistent with the restrictions contained in this Section 4(k); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So Other than in connection with the transactions pursuant to or contemplated by the Stock Purchase Agreement among the Company, 2093603 Ontario Inc., and the stockholders of Solar Roofing Systems Inc. dated as of February 8, 2006 (the "Solar Purchase Agreement"), or the Agreement and Plan of Merger dated as of February 6, 2006 by and among the Company, Barnabus/CRE Acquisition Corporation, and the Sellers listed therein (the "CRE Merger Agreement"), so long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s)Buyer, which consent shall not be unreasonably withheld or delayed withheld, (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Fixed Conversion Price of (as this term is defined in the Common Stock (the “Bid Price”Convertible Debentures), as quoted by Bloomberg, LP, 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 the right to acquire Common Stock without consideration or for a consideration per share less than such Common Stock’s Bid the Fixed Conversion Price determined immediately prior to it’s issuance(as this term is defined in the Convertible Debentures), (iii) enter into any security instrument, except Permitted Liens, instrument granting the holder a security interest in any and all assets of the CompanyCompany (except as permitted by the Convertible Debentures, or (iv) file any registration statement on Form S-8S-8 registering shares of the Company’s Common Stock in excess of fifteen percent (15%) of the outstanding shares of the Company’s Common Stock on the date hereof. “Permitted Issuances” Furthermore so long as any Convertible Debentures are outstanding, the Company shall mean (i) securities issuable not, without the prior written consent of the Buyer issue any shares of the Company’s Common Stock pursuant to any agreement in effective as the Form S-8 registration statement currently on file with the SEC file No. 333-119222 (the “Existing Form S-8”), other than shares issued upon the exercise of options granted prior to the date hereof and as set forth in which are disclosed on the Disclosure Schedule (which is an exhaustive list); (ii) up to 5 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of businessattached hereto.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (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 (the “Bid Price”), as quoted by Bloomberg, LP, 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 the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuance, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. “Permitted Issuances” shall mean (i) securities issuable pursuant to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); and (ii) up to 5 25 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock or Preferred Stock (i) without consideration or for a consideration per share less than the Bid Price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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) enter into any security instrument, except Permitted Liens, 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. “Permitted Issuances” shall mean ; except that (i) securities issuable the Company may, without the consent of the Buyer(s), provided, however, fifteen (15) days prior written notice is given to the Buyer(s), issue or sell shares of Common Stock or warrants, options or other rights to purchase in the aggregate up to one million (1,000,000) shares of Common Stock to its executive officer, directors and employees pursuant to any agreement in effective a Board approved option plan or as otherwise may be approved by the Board of Directors of the Company and (ii) commencing on the date hereof and as set forth in terminating thirty (30) days following the Disclosure Schedule (which is an exhaustive list); (ii) date hereof, the Company shall be permitted to issue or sell any Common Stock or Preferred Stock without restriction or limitation up to 5 million securities an aggregate amount of Three Million Dollars (or options to purchase such securities) issuable to officers$3,000,000), directorsprovided, employeeshowever, or consultants to that the Company pursuant to a stock option/stock incentive plan to be approved provides the Buyers with at least ten (10) days prior written notice of such issuance (the "DEFERRAL PERIOD"). Upon request, the Company shall provide the Buyers with any and all information or documentation without limitation evidencing such issuance during the Deferral Period. Following the declaration of effectiveness by the Company's Board Securities and Exchange Commission of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. the registration statement filed pursuant to the Placement Agency Investor Registration Rights Agreement dated October 21of even date herewith, 2005the Company shall be permitted to issue or sell any Common Stock or Preferred Stock without restriction or limitation in order to raise amounts not raised during the Deferral Period up to an aggregate amount of Three Million Dollars ($3,000,000), as amended December 29, 2005provided the Company provides the Buyers with at least ten (10) days prior written notice of such issuance. “Permitted Liens” The Buyers shall mean (i) liens in effect on the date hereof (be entitled to any and renewals all information and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of businessdocumentation without limitation.

Restriction on Issuance of the Capital Stock. So long as any Convertible Debentures are outstanding, except for exercises or conversions of currently outstanding options and warrants disclosed in the SEC Documents or the disclosure schedules hereto, the Company shall not, except for Permitted Issuances, without the prior written consent of the Buyer(s), which consent shall not be unreasonably withheld or delayed (i) issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price bid price of the Common Stock (the “Bid Price”), as quoted by Bloomberg, LP, 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 the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuance, (iii) enter into any security instrument, except Permitted Liens, granting the holder a security interest in any and all assets of the Company, or (iv) file any registration statement on Form S-8. . “Permitted Issuances” shall mean (i) securities issuable pursuant to any agreement in effective as of the date hereof and as set forth in the Disclosure Schedule (which is an exhaustive list); and (ii) up to 5 4 million securities (or options to purchase such securities) issuable to officers, directors, employees, or consultants to the Company pursuant to a stock option/stock incentive plan to be approved by the Company's Board of Directors and shareholders; and (iii) securities issuable to Stonegate Securities, Inc. pursuant to the Placement Agency Agreement dated October 21, 2005, as amended December 29, 2005. “Permitted Liens” shall mean (i) liens in effect on the date hereof (and renewals and replacements thereof); (ii) liens arising from purchase money liens or the interests of lessors under capital leases to the extent that such liens or interests secure purchase money indebtedness and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; and (iii) liens granted as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business.