Excluded Securities

Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the SPA Securities or the exercise of the SPA Warrants issued pursuant to the Securities Purchase Agreement; (iii) in connection with the payment of any Interest Shares on the SPA Securities; (iv) upon exercise of any Options or Convertible Securities which are outstanding, or that are subject to a written agreement as to their issuance listed on a schedule to the Securities... Purchase Agreement; (v) in an amount not to exceed 250,000 shares of Common Stock in the aggregate pursuant to a judgment or settlement in connection with (i) the PIN Financial Matter, or (ii) the UOS Energy Matter, including, without limitation, Common Stock issuable pursuant to Options granted or Convertible Securities issued pursuant to such judgment or settlement; and (vi) otherwise pursuant to a written agreement that is listed on a schedule to the Securities Purchase Agreement, provided that the terms of conversion price, exchange price, exercise or other purchase price is not reduced, and the number of shares of Common Stock issued or issuable is not increased, by virtue of any amendment, modification or change to such Options, Convertible Securities or written agreements after the Closing Date. View More

Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan up to a maximum of five percent (5%) of the outstanding Common Stock; (ii) upon conversion of, or in exchange for, this Note; and (iii) upon conversion of any Options or Convertible Securities which are outstanding on the day immediately preceding the Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Issuance Date.

Excluded Securities. Means any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon conversion of the SPA Securities or the exercise of the SPA Warrants; (iii) in connection with the payment of any Interest Shares on the SPA Securities; (iv) upon exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on... or after the Subscription Date; (iv) pursuant to acquisitions or strategic acquisition related transactions that are approved by a majority of the disinterested directors of the Company, and provided any such issuance be to a Person which is, itself, or through its subsidiaries, an operating company in a business synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (v) in connection with the issuance of securities disclosed in the Company's Form 8-K dated June 30, 2008, as filed with the SEC on July 7, 2008, as amended on August 6, 2008; and (vi) the 7,000,000 shares of the Company's Common Stock issued in the name of earth Biofuels, inc.. View More

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan, (ii) upon conversion of the SPA Securities or exercise of the Warrants; provided that neither the terms of the SPA Securities nor the Warrants are amended, modified or changed on or after the date hereof and (iii) upon exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the date hereof; provided that the terms of such Options or Convertible Securities are not... amended, modified or changed on or after the date hereof. View More

Excluded Securities. Means any shares of Common Stock issued or issuable: (i) in connection with any Approved Stock Plan in an aggregate amount not to exceed, in any one fiscal year, two percent (2.00%) of the number of shares of Common Stock outstanding at the start of such fiscal year; (ii) upon exercise of the Warrants or pursuant to the Notes issued pursuant to the Securities Purchase Agreement, in each case, as in effect on the Issuance Date; (iii) upon conversion of any Options or Convertible Securities which... are outstanding on the day immediately preceding the Subscription Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Subscription Date; (iv) equity securities issued as an "equity kicker" in connection with any direct or indirect non-convertible debt financings, by the Company from a bank or other similar financial institution that is approved by the Board of Directors; provided that the value of the "equity kicker" portion of any such non-convertible debt financing, including warrants, options or other rights to purchase capital stock and other interests convertible into capital stock of the Company, shall not exceed such amounts which are customary in similar transactions and in no event shall such value exceed ten percent (10%) of the value of the non-convertible indebtedness being borrowed; and (v) in connection with bona fide, strategic transactions, stock acquisitions, mergers, asset acquisitions, joint ventures or similar transactions approved by the Board of Directors occurring after the Subscription Date in each case with non-affiliated third parties and otherwise on an arm's-length basis; provided that (x) the purpose of such issuance is not to raise capital and (y) a fairness opinion with respect to any acquisition by the Company of a controlling interest in any corporation or other entity is rendered by an investment bank of national recognition. Notwithstanding the foregoing, any shares of Common Stock issued or issuable in connection with any transaction contemplated by clause (v) above, including without limitation, securities issued in one or more related transactions or that result in similar economic consequences, to raise capital for the Company or its Subsidiaries (regardless of whether such capital is to be used to fund any transaction contemplated by clause (v) above), or that is otherwise attributable to capital raising for the Company or its Subsidiaries (other than nominal amounts of capital) shall not be deemed to be Excluded Securities. View More

Excluded Securities. Means (i) any Common Shares issued or issuable: (A) upon exercise of the WPA Warrants; and (B) upon exercise of any Options or Convertible Securities which are outstanding on the day immediately preceding the Issuance Date, provided that the terms of such Options or Convertible Securities are not amended, modified or changed on or after the Issuance Date so as to reduce the exercise price of such Options or the conversion price of such Convertible Securities or to increase the number of Common... Shares issuable upon conversion or exercise thereof (but not including any such reduction in the conversion price or exercise price or increase in the number of Common Shares issuable upon conversion or exercise thereof, in each case, in accordance with the terms of such options or Convertible Securities as in effect on the Subscription Date), (ii) any Pill Rights, and (iii) sales or issuances of Common Shares, Options or Convertible Securities to employees, consultants or directors of Company directly or pursuant to a stock option plan, employee stock purchase plan or restricted stock plan, or other similar arrangements related to compensation for services consistent with past practices and approved by the Board of Directors, but in any event not to exceed in the aggregate a number of Common Shares equal to10% of the outstanding Common Shares on the Issuance Date in any 365-day period. View More

Excluded Securities. Shall mean securities issued as compensation for bona fide services or in connection with acquisitions.

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of the Agent Warrants; and (iii) warrants issued by the Buyers pursuant to the Securities Purchase Agreement.

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of this Warrant or the SPA Warrants; (iii) upon conversion of the Convertible Note, (iv) warrants issued by the Company to the Placement Agent (as defined in the Securities Purchase Agreement), and (v) in connection with the Sibiono Acquisition (provided, however, that the aggregate number of shares of Common Stock issued in connection with the... Sibiono Acquisition which shall be considered Excluded Securities may not exceed 9,952,008). View More

Excluded Securities. Any Common Stock issued or issuable: (i) in connection with any Approved Stock Plan; (ii) upon the exercise of the SPA Warrants; and (iii) warrants issued by the Company to the Placement Agent (as defined in the Securities Purchase Agreement).