Common use of Restriction on Sale of Capital Stock Clause in Contracts

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, (i) issue or sell any 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 or sell 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 Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth in subparagraph (i) and (ii) above shall not apply to (i) the issuance of shares of Common Stock to the individuals listed on Schedule 6.7(i) attached hereto in the respective amounts set forth opposite each individual's name (the "Loan Conversions"); (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 (the "Stock Option Plan"), provided, however, that any and all grants under the 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 6.7(ii) 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price of the Trendwith Warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrants.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the not with out five (5) business days prior written consent of notice to the Investor, Holder issue or sell (i) issue or sell any Common Stock or Preferred Stock 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 or sell 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 Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth in subparagraph ; provided however the Company may, with five (i5) and (ii) above shall not apply business days prior written notice to (i) the issuance of Holder, issue or sell its shares of Common Stock (or options, warrants or rights therefor) (a) granted or issued hereafter to employees, officers, directors, contractors, consultants or advisers to, the individuals listed on Schedule 6.7(iCompany pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board of Directors; (b) attached hereto issued to parties that are (i) strategic partners investing in connection with a commercial relationship with the respective amounts set forth opposite each individual's name (the "Loan Conversions"); Company or (ii) grants providing the Company with equipment leases, real property leases, loans, credit lines, guaranties of options indebtedness, cash price reductions or similar transactions; (c) issuable upon exercise of any options, warrants or rights to employees purchase any securities of the Company outstanding as of the date of this Debenture; and the issuance of shares of Common Stock underlying such options, (d) issued pursuant to a stock option plan for employees to be adopted the acquisition of another corporation or entity by the Company at a future date (by consolidation, merger, purchase of all or substantially all of the "Stock Option Plan")assets, provided, however, that any and all grants under or other reorganization in which the Stock Option PlanCompany acquires, in the aggregatea single transaction or series of related transactions, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 6.7(ii) 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price all or substantially all of the Trendwith Warrants shall not be less than the Bid Price assets of such other corporation or entity or fifty percent (50%) or more of the Common Stock on the date of issuance voting power of such warrantsother corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the prior written consent of the Investor, not issue or sell (i) issue or sell any Common Stock or Preferred Stock 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 or sell 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 Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth in subparagraph ; however, the Company may issue shares of Common Stock to Xxxxxxx X. Xxxxxx, pursuant ot 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) and non-qualified stock options, (ii) above non-qualified stock options with stock appreciation rights attached, and (iii) Stock bonuses. Provided that the Plan shall not apply have terms identical to (i) the issuance Power Technology 2004 Stock Option, SAR and Stock Bonus Plan attached as Exhibit 10 to the Form S-8 Registration Statement filed on June 18, 2004 and further provided that the total number of shares of Common Stock available for grant to participants under the individuals listed on Schedule 6.7(iPlan shall not exceed twenty percent (20%) attached hereto in the respective amounts set forth opposite each individual's name (the "Loan Conversions"); (ii) grants of options to employees of the Company total number of issued and the issuance of outstanding shares of Common Stock underlying such options, 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 a stock option plan for employees to be adopted by which the Company at a future date (the "Stock Option Plan"), provided, however, that any and all grants under the Stock Option Plan, in the aggregate, recipient shall not exceed five million (5,000,000) sell, transfer or assign any shares of Common Stock, shall be granted in accordance with Schedule 6.7(ii) attached hereto, and shall vest pro rata not less than over for 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price of the Trendwith Warrants shall not be less than the Bid Price of the Common Stock commencing on the date of issuance of such warrantsand expiring six (6) months after the date upon which the SEC declares effective the registration statement contemplated herein.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall not, without the not with out five (5) business days prior written consent of notice to the Investor, Holder issue or sell (i) issue or sell any Common Stock or Preferred Stock 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 or sell 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 ’s Bid Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth in subparagraph ; provided however the Company may, with five (i5) and (ii) above shall not apply business days prior written notice to (i) the issuance of Holder, issue or sell its shares of Common Stock (or options, warrants or rights therefor) (a) granted or issued hereafter to employees, officers, directors, contractors, consultants or advisers to, the individuals listed on Schedule 6.7(iCompany pursuant to incentive agreements, stock purchase or stock option plans, stock bonuses or awards, warrants, contracts or other arrangements that are approved by the Board of Directors; (b) attached hereto issued to parties that are (i) strategic partners investing in connection with a commercial relationship with the respective amounts set forth opposite each individual's name (the "Loan Conversions"); Company or (ii) grants providing the Company with equipment leases, real property leases, loans, credit lines, guaranties of options indebtedness, cash price reductions or similar transactions; (c) issuable upon exercise of any options, warrants or rights to employees purchase any securities of the Company outstanding as of the date of this Debenture; and the issuance of shares of Common Stock underlying such options, (d) issued pursuant to a stock option plan for employees to be adopted the acquisition of another corporation or entity by the Company at a future date (by consolidation, merger, purchase of all or substantially all of the "Stock Option Plan")assets, provided, however, that any and all grants under or other reorganization in which the Stock Option PlanCompany acquires, in the aggregatea single transaction or series of related transactions, shall not exceed five million (5,000,000) shares of Common Stock, shall be granted in accordance with Schedule 6.7(ii) 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price all or substantially all of the Trendwith Warrants shall not be less than the Bid Price assets of such other corporation or entity or fifty percent (50%) or more of the Common Stock on the date of issuance voting power of such warrantsother corporation or entity or fifty percent (50%) or more of the equity ownership of such other entity.

Restriction on Sale of Capital Stock. During the Commitment Period, the Company shall notnot issue or sell, without the prior written consent of the Investor, (i) issue or sell any Common Stock or Preferred Stock without consideration or for a consideration per share less than the Bid Price of the Common Stock or the conversion price of the Preferred Stock, respectively, determined immediately prior to its issuance, (ii) issue or sell 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 Price or Preferred Stock's conversion price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth in subparagraph (i) and (ii) above shall not apply to (i) ; notwithstanding the issuance of foregoing, the Company may issue shares of Common its Preferred Stock to the individuals listed on Schedule 6.7(i) attached hereto in the respective amounts set forth opposite each individual's name (the "Loan Conversions"); (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 (the "Stock Option its Plan"), provided, however, that any and all grants under the 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 6.7(ii) 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price total number of shares of Preferred Stock issued under the Plan shall not exceed twenty percent (20%) of the Trendwith Warrants total number of issued and outstanding shares of the Company's Preferred Stock and provided that any issuances permitted hereunder shall only be issued if the recipient is the beneficial owner of less than 4.9% of any class of the Company's capital stock and enters into a lock-up agreement pursuant to which the recipient shall not be less than sell, transfer or assign any shares of (i) Preferred Stock or (ii) Common Stock issuable upon the Bid Price conversion of the Common Stock Preferred Stock, for a period commencing on the date of issuance of such warrantsand expiring two (2) years after the date upon which the SEC declares effective the registration statement contemplated herein.

Restriction on Sale of Capital Stock. During the ----------------------------------------- Commitment Period, the Company shall not, without the prior written consent of the Investor, which consent shall not be unreasonably withheld, conditioned or delayed, (i) issue or sell any 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 or sell 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 Price determined immediately prior to its issuance, or (iii) file any registration statement on Form S-8. The restrictions set forth ; provided however, (a) the Company's obligations pursuant to this Section 6.7 shall terminate in subparagraph (i) the event the Investor breaches any provision of Article II of this Agreement, and (iib) above the prior written consent of the Investor shall not apply be required pursuant to (i) the Company's issuance of shares of capital stock to investors at an aggregate purchase price not to exceed $5,000,000, (ii) the Company's issuance of an aggregate of up to 30,000,000 shares of Common Stock issued or issuable pursuant to the acquisition of another corporation or entity by the Company by merger, purchase of substantially all of the assets or other reorganization, or to a joint venture agreement provided the Company is not in a Pricing Period; and (iii) the Company's issuance of shares of Common Stock to the individuals listed on Schedule 6.7(i) attached hereto in the respective amounts set forth opposite each individual's name (the "Loan Conversions"); (ii) grants or grant 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 (the "Stock Option Plan"), provided, however, that any and all grants under the Stock Option Plan, in the aggregate, shall not exceed five million (5,000,000) purchase shares of Common Stock, shall be granted in accordance with Schedule 6.7(ii) attached heretoeach as approved by the Company's board of directors, and shall vest pro rata not less than over a three (3) year period from the respective dates of grant; and (iii) warrants pursuant 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 the Securities Purchase Agreement dated of even date herewith between the Company and the Investor (the "Trendwith Warrants"), provided, however, that the exercise price stock option plans authorized as of the Trendwith Warrants shall not be less than the Bid Price of the Common Stock on the date of issuance of such warrantshereof.