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 first complying with the provisions of Section 3(u) of this Agreement, and the prior written consent of the Buyer(s), (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 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-8until at least twelve12 months after the Registration Statement is declared effective. The restrictions set forth Moreover, after the one year anniversary hereof, upon a minimum of ten (10) days' prior written notice, the Company may at its discretion grant Common Stock, warrants or options to its employees, officers, directors, agents and representatives, in subparagraphs an amount not to exceed 10% of the Company's outstanding Common Stock. In concurrence with Schedule 2.6 of the Standby Equity Distribution Agreement of even date hereof, the Company's directors, officers and employees can sell securities only in compliance with the limitation of Rule 144 promulgated by the SEC. Notwithstanding anything contained herein to the contrary, Buyer agrees that the Company has the right to (i) file a Form S-8 for a stock option plan with respect to 3,750,000 shares of common stock; the issuance of shares thereunder shall require the stockholder to execute a lock-up restricting such holder's shares to no more than 25% of such shares within each 4 month period, and (ii) above shall not apply to: (i) the issuance of issue restricted 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, common stock pursuant to a stock option plan for employees to be adopted by the Company at a future daterule 144 as follows: David Yerushalmi - 850,000 xxxxxx; Xxxx Xfek- 360,000 shares; Xxx Xxxxfish-360,000 shares xxx XXX Xxnagement, 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 warrantsLLC-1,500,000 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, (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.

Restriction on Issuance of the Capital Stock. (i) So long as any principal or interest on Convertible Debentures are outstandingDebenture remains unpaid and unconverted, the Company shall not, without the prior written consent of the Buyer(s)Buyer, (i) issue or sell shares of Common Stock or Preferred Stock without consideration preferred stock at a discount equal to or for a consideration per share less greater than twenty five percent (25%) of the closing bid price of the Common Stock determined immediately prior to its issuancesuch issuance or sale, as quoted by Bloomberg, LP (ii) issue any warrant, option, right, contract, call, or other security or instrument granting the holder thereof, thereof the right to acquire Common Stock without consideration at a discount equal to or for a consideration less greater than such twenty five percent (25%) of the closing bid price of the Common Stock's Bid Price value Stock determined immediately prior to it's issuancesuch issuance or sale, as quoted by Bloomberg, LP, (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 S-8 registering more than one million (1,000,000) shares pursuant to the Company's bonafide employee stock option plan. (ii) So long as any principal or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without five (5) business days prior written notice to the Buyer(s), (i) and (ii) above shall not apply to: (i) the issuance of issue or sell 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 or Preferred 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 discount less than over a three twenty five percent (325%) 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 determined immediately prior to its issuance, (ii) issue any warrant, option, right, contract, call, or other security or instrument granting the date holder thereof the right to acquire Common Stock at any discount less than twenty five percent (25%) of the Bid Price of the Common Stock determined immediately prior to its issuance. Notwithstanding the above the Company shall not be required to obtain the consent of the Holder with respect to the Company's proposed stockholder rights plan (the "RIGHTS PLAN") but shall be required to provide the Buyer(s) written notice ten (10) days prior to such issuance of such warrants.