Common use of Protective Provisions Clause in Contracts

Protective Provisions. From and after the Original Issue Date and prior to the Mandatory Conversion Date, for so long as any shares of Series 1 Preferred Stock shall be outstanding, the Corporation shall not, at any time or from time to time, without the prior vote or written consent of the Required Holders, voting separately as a single class: (i) amend, alter or repeal any provision of the Certificate of Incorporation, if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the Series 1 Preferred Stock so as to affect them adversely; (ii) directly or indirectly, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3); (iii) enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to act; (iv) issue any additional shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorize, create or issue any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a Liquidation.

Protective Provisions. From and after the Original Issue Date and prior to the Mandatory Conversion Date, for For so long as any shares of the Apollo Purchasers --------------------- beneficially own not less than 100,000 Series 1 A Preferred Stock shall be outstandingShares, the Corporation Company shall not, at and shall not permit any time or from time to timeSubsidiary to, without the prior vote or written consent of the Required HoldersApollo Purchasers, voting separately as a single classwhich consent shall not be unreasonably withheld: (ia) amendmerge, alter consolidate, or repeal amalgamate with any person or entity, except in connection with any Permitted Acquisition; (b) effect, approve or authorize any Liquidation of the Company or any recapitalization or reorganization of the Company or any Subsidiary; (c) directly or indirectly declare or pay any dividend or make any other distribution in respect thereof, or directly or indirectly redeem or repurchase any shares of capital stock of the Company, whether in cash or property or in obligations of the Company or any Subsidiary; provided, however, -------- ------- that the Company may declare or pay any dividend on, distribution upon or redemption of the Preferred Shares and the Warrants, in accordance with their terms and the provisions of this Agreement; (d) agree to, or permit any Subsidiary to agree to, any provision in any agreement that would impose any restriction on the ability of the Certificate Company to honor the exercise of Incorporationany rights of the holders of the Preferred Shares or the Warrants; (e) enter into any transaction, if including, without limitation, any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate unless such amendmenttransaction is (a) in the ordinary course of business of the Company and its Subsidiaries, alteration or repeal and (b) upon fair and reasonable terms no less favorable to the Company and its Subsidiaries than they would obtain in a comparable arm's length transaction with a Person which is not an Affiliate; (f) materially alter or change the powers, preferences or special rights business of the Series 1 Preferred Stock so Company or any Subsidiary as it is currently conducted or planned to affect them adversely; be conducted (ii) directly or indirectly, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt including related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3Internet ventures); (iiig) enter into hire or fire, or amend the employment terms of, the Chief Executive Officer or the Chief Operating Officer of the Company; (h) acquire or dispose of any business or assets in a single transaction or a series of related transactions with an aggregate value in such transaction or series of related transactions in excess of $2,500,000 (includingincluding all assumed debt, without limitationall cash payments, and the purchase, sale, lease, transfer fair market value of all securities or exchange of other property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors issued as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to act; (iv) issue any additional shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreementsconsideration); (vi) authorizeadopt any employee stock option plan or stock incentive plan, create or issue alter any additional class of the Company's equity incentive plan for executive officers; (j) take any of the actions described in Section 7(d)(x)(i)(B), 7(d)(x)(ii) or series 7(d)(x)(iii) of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance Certificate of any additional class or series Designation of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B)Series A Preferred Stock; or (vik) consummate a Liquidationagree or otherwise commit to take any of the actions set forth above.

Protective Provisions. From and after the Original Issue Date and prior to the Mandatory Conversion Date, for so long as any shares of Series 1 Preferred Stock shall be outstandingEffective Time, the Corporation Company shall not, at any time or from time to timeand shall cause its subsidiaries not to, without the prior vote or written consent of (A) Stockholder, solely with respect to clauses (a) through (i), and (B) Oramed Pharmaceuticals Inc (“Oramed”), solely with respect to clauses (j) through (p) and only until the Required Holdersdate on which all payments under the Oramed Note and all other obligations under the Oramed Note have been paid in full in cash (such date, voting separately as a single class:the “Release Date”): (a) take any of the actions set forth in clauses (i) amend, alter or repeal any provision through (iii) of Section 7(b) of the Certificate certificate of Incorporationdesignations filed by the Company in connection with the Merger, if such amendmentproviding for, alteration or repeal would alter or change among other things, the designations, powers, rights and preferences or special rights and qualifications, limitations and restrictions of the Series 1 A Preferred Stock so (as may be amended and/or amended and restated from time to affect them adverselytime in accordance with the terms thereof, the “Company Certificate of Designations”); (b) amend, alter, modify or repeal (whether by merger, consolidation, by operation of law or otherwise) any provisions of the Company Certificate of Incorporation (including the Company Certificate of Designations) or Company Bylaws that would increase or decrease the authorized number of directors constituting the Board; (c) take any action that would have the effect of increasing or decreasing the number of directors constituting the Board; (d) amend, alter, modify or repeal (whether by merger, consolidation, reclassification, by operation of law or otherwise) any provisions of the respective charters (and any related organizational documents) of any of the committees of the Board; (e) file any voluntary petition under any applicable federal or state bankruptcy or insolvency law on behalf of the Company or any subsidiary of the Company; (f) (i) incur or permit any of its subsidiaries to incur any indebtedness in an aggregate principal amount in excess of $10,000,000 (with “principal amount” for purposes of this definition to include undrawn committed or available amounts) or (ii) directly enter into, modify, amend or indirectly, Incur renew (or permit any of its subsidiaries to Incurenter into, modify, amend or renew) any Debt contract or other than (A) any Existing Debt and (B) up to agreement in respect of indebtedness in an aggregate principal amount in excess of $600,000,000 10,000,000 (with “principal amount” for purposes of Debt related this definition to include undrawn committed or available amounts); (1g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Southern Pipeline Project Company Certificate of Designations), joint venture or Northern Pipeline Project, including water storage corporate reorganization by the Company or any of its subsidiaries; (collectively, h) declare or pay any dividend or distribution on common stock of the Company (“Water ProjectsCommon Stock”), other Junior Security (2as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); (i) purchase, redeem or otherwise acquire for consideration by the Company, directly or indirectly, any Common Stock, other Junior Security or Parity Security (except as necessary to effect (i) a reclassification of any Junior Security for or into other Junior Securities, (ii) a reclassification of any Parity Security for or into other Parity Securities with the same or lesser aggregate liquidation preference, (iii) a reclassification of any Parity Security into a Junior Security, (iv) the establishment exchange or conversion of related infrastructure any Junior Security for or into another Junior Security, (v) the exchange or conversion of any Parity Security for or into another Parity Security with the same or lesser per share dividend rights and farming costs liquidation amount, (vi) the exchange or conversion of any Parity Security for developing agriculture on land owned or into any Junior Security or (vii) the settlement of incentive equity awards (including any applicable withholdings and the net exercise of options) in accordance with the terms thereof); (j) enter into any amendment, modification or waiver of any provision of this Agreement, the Merger Agreement, the Parent Certificate of Incorporation, the Parent Bylaws, the Semnur Pharmaceuticals, Inc. 2024 Stock Option Plan, the Stockholder Support Agreement, the Domesticated Parent Certificate of Designations or the Debt Exchange Agreement or enter into, amend, modify or waive any other agreement, in each case, that (i) adversely affects the rights, privileges, preferences or obligations of any class or series of capital stock of the Company held by the Corporation and Stockholder or any of its subsidiaries controlled Affiliates (the “Farming Project”)including any amendment, (3) working capital for the Water Projects, the Farming Project modification or general corporate purposes, and (4) a Refinancing waiver of any of the Debt described provisions of this Agreement set forth in Sections 5(a), (e), (f), (g), (h), (i) or (j) through (p) hereof following the foregoing clauses Effective Time), or (1ii) – alters the manner of or timing for the calling of stockholder meetings or actions by written consent of the stockholders of the Company or alters the election or removal of members of the Board; (3k) approve the issuance of any capital stock of the Company (or reclassifying any existing class or series of capital stock of the Company) or any class or series of equity securities convertible or exchangeable for capital stock of the Company if, as the result of such issuance (or such conversion or exchange), the aggregate capital stock of the Company held by the Stockholder would constitute less than 55% of the fully-diluted share capital or of the voting power of the outstanding shares of Company capital stock; (l) form any subsidiary that is not wholly-owned and controlled by the Company (or another wholly-owned and controlled subsidiary of the Company) or the issuance of any capital stock of any subsidiary that causes it to cease to be so wholly-owned and controlled by the Company (or another wholly-owned and controlled subsidiary of the Company); (iiim) enter into any exclusive license or royalty agreement or sale of material intellectual property or assets of the Company or any of its subsidiaries, other than exclusive licenses or royalty agreements in non-U.S. jurisdictions which licenses are on terms (including as to the amount, timing and pricing of royalty or other payments and the duration of such license or agreement, which in any event shall not be perpetual) not less favorable to the Company and such of its Affiliates (as defined in the that certain Securities Purchase Agreement, dated as of September 21, 2023, between Stockholder, Oramed, as the initial purchaser, and Acquiom Agency Services LLC, a Colorado limited liability company, as agent) (the “Oramed SPA”) than would be obtained in a reasonable, arm’s length transaction between sophisticated, unaffiliated parties; (n) permit any Company Option granted to any individual who is or was an officer, manager, director or senior employee of Scilex or any of its controlled Affiliates or to any related party of any such Person (each, a “Scilex Insider”) (or any trust, Affiliate or related party thereof) under the Semnur Pharmaceuticals, Inc. 2024 Stock Option Plan prior to the date of the Merger Agreement to (i) be or become exercisable, eligible for exchange, redemption or repurchase, eligible to participate in any dividends or distributions (including the proceeds of any Change of Control Transaction (as defined in the Oramed SPA)) or have any voting rights in respect of the Company, or (ii) be amended, modified, any rights thereunder accelerated or any obligations thereunder waived; (o) permit the Company to consummate any transaction pursuant to which (i) any Scilex Insider (irrespective of the capacity in which such individual is acting) may be paid compensation (including in respect of base compensation or bonus compensation, whether in the form of cash, equity interests or other in-kind remuneration), unless, in each case, such payment is contingent entirely upon the occurrence of the Release Date, or (ii) any Scilex Insider (irrespective of the capacity in which such individual is functioning) would have any right or entitlement to receive any severance, retention, change of control or similar payment (whether in the form of cash, equity interests or other in-kind remuneration); provided, that agreements with respect to any of the foregoing may be entered into, approved or adopted by or on behalf of the Company so long as the effectiveness of any such agreement is conditioned upon the occurrence of the Release Date; or (p) enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of agreement providing for any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable actions set forth in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to act; Sections 5(j) through (ivo) issue any additional shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorize, create or issue any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a Liquidationhereof.

Protective Provisions. From (a) The Company hereby agrees that the Company shall not either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following, without (in addition to any other vote required by law of the Restated Certificate) the written consent or affirmative vote of each of (A) the Founder (as defined below) and after (B) a majority of the Original Issue Date and prior to the Mandatory Conversion Date, for so long as any shares of Series 1 Common Stock held by the Prior Preferred Stock shall be outstandingStockholders (as defined below) given in writing or by vote at a meeting, consenting or voting (as the Corporation shall not, at any time or from time to time, without the prior vote or written consent of the Required Holders, voting separately case may be) as a single class: (i) amend, alter or repeal any provision of the Certificate of Incorporation, if such amendment, alteration or repeal would alter or change the powersrights, preferences powers or special rights privileges of Common Stock by way of amending the Restated Certificate, as then in effect, Bylaws of the Series 1 Preferred Stock so as to affect them adverselyCompany (the “Bylaws”) or otherwise; (ii) directly increase or indirectly, Incur (or permit any decrease the authorized number of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate shares of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3)Common Stock; (iii) enter into authorize or create (by reclassification or otherwise) any transaction new class or series of related transactions (includingshares having rights, without limitation, preferences or privileges senior to or on parity with the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to actCommon Stock; (iv) issue redeem or repurchase any additional shares of Series 1 Preferred Stock capital stock (other than pursuant to Company’s right to repurchase shares at the original cost, including as contemplated by may result from equity incentive agreements with service providers giving the Exchange AgreementsCompany the right to repurchase shares upon the termination of services); (v) authorizeeffect any Deemed Liquidation Event (as defined in the Restated Certificate), create merger, other corporate reorganization, sale of control or issue any additional class transaction in which all or substantially all of the assets of the Company are sold; (vi) amend or waive any provision of the Company’s Restated Certificate or Bylaws; (vii) declare or pay any dividend or otherwise make a distribution to holders of any series of Liquidation Senior Stock or Liquidation Parity Stock capital stock (other than distributions permitted by Section 1.4(a)(iv) above); (viii) increase or decrease the authorization, creation or issuance authorized number of any additional class or series directors of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing Company constituting the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B)Board; or (viix) consummate a Liquidationliquidate, dissolve or wind-up the business and affairs of the Company, or consent, agree or commit to any of the foregoing without conditioning such consent, agreement or commitment upon obtaining the approval required by this Section 1.4. (b) For purposes of this Section 1.4, the following terms shall have the following meanings: (i) the term the “Founder” shall mean Xxx Xxxxxxx and (ii) the term “Prior Preferred Stockholders” shall mean the following Stockholders who held shares of Preferred Stock of the Company immediately prior to the Recapitalization: Venrock Associates VI, L.P., Venrock Partners VI, L.P., Comcast Ventures, Shatki Group, Zeev Ventures II, L.P., Zeev Children Trust, Union Square Ventures 0000, X.X., Xxxxx Xxxxxx Ventures 2012 Fund, LP, USV Investor 2012 Fund LP, USV 2012, LP, Xxxx Xxxxxxxxx, Founder Collective Management Co., LLC, Founder Collective Entrepreneurs’ Fund, LLC, Xxxxxxx Xxxxxxx, Xxxxxx X. Xxxx, Thrive Capital Partners, Xxxxxxxx X’Xxxxx, Senja Holdings LLC, Silicone Alley Venture Partners LLC, Upstage Ventures, Xxxx Xxxxxxxx, Ruvi Xxxxxxx, Radioone, LLC, Valley Investment Ventures, LLC, Landan Family Trust, Xxxxxx Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx, Gekko Holdings, LLC, Gyanni Family Trust, DRRN Ltd., Tal Barnoach, Xxxx and Xxxxx Xxxxx Living Trust, Xxxx Xxxxx, Xxxx Xxxx, SG VC LLC, Xxxx Xxxxxxx, Grabiner LLP, Xxxxx Xxxxxx LTD, Xxxxxxxxxxx Xxxxx, Primera Capital, Xxxxx Xxxxxxxx, Xxxxxxxxxx Xxxxx, Collab + LINE LLC, Rahul Meta, Xxxxx Xxxx, KTW Xxxxxxxxx Investments S.A., Broadway Video Ventures LLC, S-Curve Holdings LLC, Xxx Xxxxxxxx, Milestone Venture Partners III LP, Milestone Venture Partners III New York LP, and Milestone Venture Partners IV LP.

Protective Provisions. From and after the Original Issue Date and prior to the Mandatory Conversion Date, for so So long as any of the shares of Series 1 E Preferred Stock shall be are outstanding, the Corporation shall not, at any time or from time to time, without first obtaining the prior approval (by vote or written consent consent) of the Required Holders, voting separately as Holders of a single class: majority of the then outstanding shares of Series E Preferred Stock (i) amend the rights, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Certificate Articles of Incorporation, if such amendment, alteration Incorporation or repeal would alter or change the powers, preferences or special rights Bylaws of the Series 1 Preferred Stock so Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as to affect them adversely; defined in Section 6(a)) or Corporate Change (iias defined in Section 7(b) directly hereof); (vi) authorize or indirectly, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3); (iii) enter into any transaction or series of or related transactions (including, without limitation, in which the purchase, sale, lease, transfer holder or exchange holders of property or assets capital stock of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries immediately prior to such transaction or between series of transactions will hold, immediately after such transaction or among the Corporation’s subsidiaries and (B) transactions approved by series of transactions, less than a majority of the Corporation’s independent directors and a majority aggregate voting power of the members outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors as no less favorable is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the Corporation or its subsidiaries than would applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be obtainable included in a comparable arm’s length transaction between fully informedeach such series, willing unaffiliated parties who are under no compulsion and to act; (iv) issue any additional fix the designation, powers, preferences and rights of the shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorizeeach such series and any qualifications, create limitations or issue any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a Liquidationrestrictions thereon.

Protective Provisions. From In addition to other rights provided by law or in the Company’s certificate of incorporation and after the Original Issue Date and prior to the Mandatory Conversion Dateby-laws, for so long as any shares of Series 1 Preferred Common Stock shall be remain outstanding, after the Corporation date hereof, the Company shall not, at any time or from time to timeand shall cause its Subsidiaries not to, without first obtaining the prior approval (by vote or written consent consent, as provided by law) of the Required Holdersholders of at least 75% of the then outstanding shares of Common Stock, voting separately together as a single class: (i) amend, alter do or repeal any provision of the Certificate of Incorporation, if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the Series 1 Preferred Stock so as commit to affect them adversely; (ii) directly or indirectly, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of do any of the Debt described in the foregoing clauses following actions (1) – (3);either directly or by amendment, merger, consolidation, or otherwise): (iiia) enter into any transaction between or among the Company and/or any Subsidiary, on the one hand, and any Person who holds 5% or more of the Common Stock on the date such transaction is approved, any director of the Company or any of such Persons Affiliates (excluding the Company and its Subsidiaries), on the other hand; provided, however, that nothing in this Section 3.1(a) shall be deemed to prohibit (A) normal and customary compensation and benefit programs for employees and directors on terms approved by the Board, (B) transactions which are unanimously approved by the Board (excluding directors who abstain because they, or a Person with which they have a relationship, are interested in the transaction being approved), and (C) transactions entered into in the ordinary course of the Company’s or its Subsidiaries’ business that are on terms no less favorable to the Company and/or its Subsidiaries than those the Company and/or its Subsidiaries could otherwise receive in an arms length transaction from an unaffiliated third party; (b) amend or modify the certificate of incorporation or by-laws of the Company, other than amendments which are customary or necessary in connection with the Company’s Initial Public Offering, or are required for the Company to comply with the listing standards of any exchange or NASDAQ National Market upon which the Company is proposed to be listed, or in order to comply with the Exchange Act or the provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated by the SEC thereunder; (c) authorize, enter into or consummate (i) a single transaction or series of related transactions (including, without limitation, constituting the purchase, sale, lease, transfer or exchange sale of property or material assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation Company and its subsidiaries or between or among Subsidiaries, taken as a whole, other than in the Corporation’s subsidiaries and (B) transactions approved by a majority ordinary course of business of the Corporation’s independent directors Company and its Subsidiaries, or (ii) a majority Change of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to actControl; (ivd) make any material change in the lines of business in which the Company and its Subsidiaries operate on the date hereof; (e) grant options to purchase Common Stock or issue any additional shares of Series 1 Preferred Common Stock (other than pursuant to the exercise of options previously issued) to employees, consultants, officers and directors of the Company and its Subsidiaries as contemplated by equity incentive compensation, if after such grant or issuance the Exchange Agreements)aggregate number of shares of Common Stock issued or issuable upon exercise of options (without duplication) exceeds in the aggregate 3,196.66 (adjusted to give effect to stock splits, stock dividends, stock combinations, recapitalizations and the like with respect to the Common Stock; (vf) authorizevoluntarily liquidate, create wind-up or issue dissolve the Company or voluntarily commence any additional class bankruptcy, insolvency, reorganization or series of Liquidation Senior Stock other case or Liquidation Parity Stock other than proceeding under any bankruptcy or insolvency law with respect to the authorization, creation Company or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions make a general assignment for the purpose benefit of financing creditors of the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a LiquidationCompany.

Protective Provisions. From and after the Original Issue Date and prior Notwithstanding anything contained herein to the Mandatory Conversion Datecontrary, for including but not limited to paragraphs 10.1 through 10.3 above, so long as any shares of Series 1 Preferred Stock the Warrants shall be outstanding, the Corporation Company shall not, at any time or from time to time, not without first obtaining the prior approval (by vote or written consent consent, as provided by law) of the Required Holders, voting separately as a single classholders of at least two-thirds of the total number of Warrants: (i) amend, alter or repeal any provision of the Certificate of Incorporation, if such amendment, alteration or repeal would alter or change the powersrights, preferences or special privileges contained in the Warrants by way of reverse stock split, reclassification, merger consolidation or otherwise, so as to adversely affect in any manner the rights of the Series 1 Preferred Stock so as Holder(s); notwithstanding the effects of any reverse stock split, recapitalization, or reincorporation which has the effect of reducing the total number of issued and outstanding shares of the Company's Common Stock, each Warrant shall entitle the Holder to affect them adverselypurchase one (1) Warrant Share at an exercise Price not to exceed Five Dollars ($5.00); (ii) directly create any new class of Warrants to purchase Common Stock, or indirectly, Incur (or permit any increase the authorized number of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3)Warrants; (iii) enter into create any transaction new class of shares having preferences over or series being on a parity with the Company's Common Stock as presently constituted as to dividends or assets, unless the purpose of related transactions (includingcreation of such class is, without limitationand the proceeds to be derived from the sale and issuance thereof are to be used for, the purchase, sale, lease, transfer or exchange retirement of property or assets of any kind or all the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to actNotes then outstanding; (iv) issue any additional shares effect a merger, consolidation or reorganization of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements)Company; (v) authorize, create effect a sale or issue any additional class other transfer of all or series substantially all of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); orCompany's assets; (vi) consummate effect a Liquidation.sale of additional shares of the Company's Common Stock so as to give a person or entity fifty percent (50%) or greater voting control of the Company; (vii) effect a purchase or redemption by the Company of its capital stock except as provided herein; (viii) make a payment of a dividend or distribution from funds legally available therefor; (ix) issue or sell any shares of Common Stock (other than the Warrant Shares) without consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, unless and except the Company forthwith upon such issuance or sale, reduces the Exercise Price of the Warrant Shares to a price (computed to the nearest cent) determined by dividing (i) the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or sale multiplied by the Exercise Price in effect immediately prior to such issue or sale, and (y) the consideration, if any, received by the Company upon such issue or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. For purposes of this subsection, the following provisions (A) to (B) shall also be applicable:

Protective Provisions. From and after the Original Issue Date and prior Subject to the Mandatory Conversion DateDelaware law, for so long as any at least 500,000 shares of the Series 1 A Preferred Stock shall be outstandingremain outstanding and owned by the Investor, the Corporation Company shall not, at any time or from time to time, without the prior approval, by vote or written consent of the Required HoldersInvestor and a majority of the Board of Directors of the Company and, if required under Delaware law, a majority of the outstanding shares of voting equity securities of the Company, voting separately as a single class: class (i1) liquidate, dissolve or wind up the affairs of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; (2) amend, alter alter, or repeal any provision of the Company’s Certificate of IncorporationIncorporation or Bylaws in a manner materially adverse to the Series A Preferred Stock; (3) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, if such amendment, alteration or repeal would alter or change the powershaving rights, preferences or special rights privileges senior to or on parity with the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock; (4) purchase or redeem or pay any dividend on any capital stock prior to the Series A Preferred Stock, other than stock repurchased from former employees or consultants in connection with the cessation of their employment/services, at the lower of fair market value or cost, other than as approved by the Board, including the approval of the Series 1 Preferred Stock so as to affect them adversely; A Directors; (ii5) directly or indirectlyadopt any equity incentive plan, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3); (iii) enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions unless approved by a majority of the Corporation’s independent directors Board of Directors of the Company; (6) sell or dispose of the whole or a substantial part of the assets of the Company and/or any subsidiary; (7) approve or make adjustments or modifications to terms of transactions involving the interest of any director or shareholder of the Company and/or affiliate, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder of the Company and/or affiliates, except any such transactions between the Company and PESI, the Company and Digirad or those transactions that have been approved by a majority of the members of the Board of Directors as no less favorable to of the Corporation Company; or its subsidiaries than would be obtainable in (8) increase or decrease the size of the Board; If at any time the Investor owns a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to act; (iv) issue any additional majority of the outstanding voting shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorize, create or issue any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline ProjectCompany, the gross cash proceeds Company shall not, without approval, by vote or written consent of which shall be offset againstthe non-Investor shareholders of the Company, and shall not exceed carry out or perform any of the actions listed above in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a Liquidationthis paragraph “Protective Provisions”.

Protective Provisions. From and after As long as at least twenty percent (20%) of the Series C Investor Shares outstanding as of the Original Series C Issue Date and prior to (as defined in the Mandatory Conversion Date, for so long as any shares of Series 1 Preferred Stock shall be Charter) remain outstanding, the Corporation shall notnot take, at nor shall it permit any time or from time of its Subsidiaries to timetake, after the Original Series C Issue Date, any of the following actions without the prior vote or written consent approval of the Required Holdersholders of a majority of all outstanding Series C Investor Shares: (a) (A) issue or authorize any options (other than options or other convertible securities (not to exceed 1,113,232 options or convertible securities) issued pursuant to any of the Corporation's stock incentive plans), voting separately or (B) issue or authorize any Equity Securities, warrants, or options (other than as set forth in (A) above) or other rights to purchase Equity Securities of the Corporation, or (C) issue any stock appreciation or similar rights, (D) create a single class:bonus plan or program or issue any bonuses or agree to issue bonuses, the payment of which is contingent upon the occurrence of a Liquidation, change of control or similar event, or (E) redeem, repurchase or acquire any debt or Equity Securities (other than the Series C Investor Shares, repurchases upon termination of service or employment of consultants, directors, or employees pursuant to equity restriction agreements or the exercise by the Corporation of contractual rights of first refusal); (b) take any action that could result in a Liquidation; (c) effect any acquisition by the Corporation of any business (whether by purchase of stock or assets) for consideration in excess of $250,000, not included in the annual operating budget; (d) incur or have outstanding any indebtedness for borrowed money in an amount greater than $250,000 in the aggregate; (e) effect any changes in the Charter, By-laws, or other governing documents of the Corporation; (f) effect the sale of a material part of the Corporation or effect any sales, leases, pledging or other dispositions of assets outside the ordinary course of business; (g) make any material deviation from the annual operating budget and business plans approved by the Board, including at least one Insight Director; (h) make investments in any other Person; (i) amend, alter or repeal any provision the size of the Certificate of IncorporationBoard; (j) agree to or take any action which may alter, if such amendmentadversely affect or amend the preferences, alteration privileges or repeal would alter or change the powers, preferences or special rights of the Series 1 Preferred Stock so as C Investor Shares or create any class of securities that is senior to affect them adverselyor pari passu with the Series C Investor Shares; (iik) directly declare or indirectly, Incur pay any dividends (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up with respect to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing of any of the Debt described in the foregoing clauses (1) – (3Series C Investor Shares); (iiil) enter into grant any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of exclusive rights to any intellectual property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than would be obtainable in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who are under no compulsion to act; (ivm) issue grant any additional shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements)exclusive distribution rights; (vn) authorize, create make any amendment to the provisions of this Section 2.6; or issue (o) agree to take any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (vi) consummate a Liquidationforegoing actions.

Protective Provisions. From and after the Original Issue Date and prior to the Mandatory Conversion Date, for (a) For so long as any shares of Series 1 Preferred Stock shall be Units are outstanding, the Corporation shall not, at any time or from time to time, without the prior vote or written consent of the Required HoldersPLC Manager shall be required for the following, voting separately including any such actions effected pursuant to or as a single classresult of a merger, consolidation or business combination, and the Company shall not take, and shall cause its Subsidiaries not to take, any such action without such prior vote or written consent: (i) amend, alter the entry into by the Company or repeal any provision Subsidiary of any contract that imposes restrictions or limitations on the Certificate of Incorporation, if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the Series 1 amounts payable to Preferred Stock so as to affect them adverselyMembers in accordance with this Schedule A; (ii) directly or indirectly, Incur (or permit any of its subsidiaries to Incur) any Debt other than (A) any Existing Debt and (B) up to an aggregate of $600,000,000 of Debt related to (1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “Water Projects”), (2) the establishment of related infrastructure and farming costs for developing agriculture on land owned issuance by the Corporation and its subsidiaries (the “Farming Project”), (3) working capital for the Water Projects, the Farming Project or general corporate purposes, and (4) a Refinancing Company of any Capital Stock that is senior to or pari passu with the Preferred Units (including issuance of the Debt described additional Preferred Units but excluding increases in the foregoing clauses (Liquidation Preference pursuant to Section 1) – (3); (iii) enter the issuance or sale of any Capital Stock of any Subsidiary, other than to the Company or a wholly owned Subsidiary, or the creation or ownership of any Subsidiary, other than a wholly owned Subsidiary; provided, however, that this Section 4(a)(iii) shall not apply in connection with the Company’s entry into a bona fide joint venture transaction with an unaffiliated third party so long as such unaffiliated third party agrees to subordinate its interest in such joint venture to the Preferred Units in a manner satisfactory to the holders of Preferred Units; (iv) the incurrence of any Indebtedness other than as permitted under Section 9.01 the Loan Agreement; (v) the commencement of an Insolvency Event; (vi) the amendment, modification or waiver of this Agreement, the Company’s Certificate of Formation or any other organizational documents that (A) amends, modifies or waives in any respect the powers, preferences, or other rights of the Preferred Units or (B) has an adverse effect on Preferred Members in their capacity as such; (vii) the declaration or payment of distributions upon, or any sum set apart for the payment of distributions upon, any classes or series of Capital Stock of the Company other than the Preferred Units as contemplated by this Agreement or the last sentence of Section 1(c) above; (viii) the purchase, redemption, acquisition or retirement for value by the Company or any of its Subsidiaries, of any classes or series of Capital Stock of the Company other than the Preferred Units as contemplated by this Agreement or pursuant to a Plan to the extent not prohibited by Section 9.06(e) of the Loan Agreement and so long as no Redemption Breach has occurred and is not continuing; (ix) the direct or indirect purchase of warrants, rights, calls or options of any classes or series of Capital Stock by the Company other than Preferred Units unless undertaken under a Plan to the extent not prohibited by Section 9.06(e) of the Loan Agreement and so long as no Redemption Breach has occurred and is not continuing; (x) the payment into or set apart or made available for a sinking or other like fund monies for the purchase, redemption or other acquisition or retirement for value of any classes or series of Capital Stock of the Company other than Preferred Units by the Corporation or any of its Subsidiaries or pursuant to a Plan to the extent not prohibited by Section 9.06(e) of the Loan Agreement and so long as no Redemption Breach has occurred and is not continuing; (xi) any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (A) transactions between the Corporation and its subsidiaries or between or among the Corporation’s subsidiaries and (B) transactions approved by a majority of the Corporation’s independent directors and a majority of the members of the Board of Directors as no less favorable to the Corporation or its subsidiaries than that would be obtainable result in a comparable arm’s length transaction between fully informed, willing unaffiliated parties who Change of Control unless the Preferred Units are under no compulsion to act; (iv) issue any additional shares redeemed in full in cash upon the consummation of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorize, create or issue any additional class or series such Change of Liquidation Senior Stock or Liquidation Parity Stock other than the authorization, creation or issuance of any additional class or series of Liquidation Senior Stock or Liquidation Parity Stock in one or more financing transactions for the purpose of financing the Northern Pipeline Project and the Southern Pipeline Project, the gross cash proceeds of which shall be offset against, and shall not exceed in the aggregate, the $600,000,000 limit of Debt permitted to be Incurred pursuant to Section 4(b)(ii)(B)Control; or (vixii) consummate the taking of any act or omission that would result in a Liquidationfailure of the Company or any of its Subsidiaries to comply with their obligations under Section 8 (other than Sections 8.01(d), 8.10, 8.11, 8.12, 8.13, 8.14, 8.16, 8.17, 8.20, 8.21, 8.22 and 8.23) or Section 9 (other than (A) Sections 9.02, 9.07, 9.11, 9.13, 9.15, 9.16 and 9.20, (B) in the case of Section 9.03, any transaction where the Preferred Units are redeemed in full in cash upon the consummation of such transaction, (C) in the case of Section 9.06, Restricted Payments payable solely in Common Units pursuant to Section 7.2 of the Agreement and (D) in the case of Section 9.14, becoming liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of the Preferred Units pursuant to this Schedule A) of the Loan Agreement, treating the Company in the same manner as the “Borrower” thereunder, and each Subsidiary of the Company as a “Subsidiary” thereunder, but giving effect to all baskets, thresholds, limitations, and qualifications set forth therein and for purposes hereof, treating the Company and each of its Subsidiaries as “Loan Parties”; provided, that the foregoing shall not be interpreted to alter the treatment of the Borrower or any other Loan Party under the Loan Agreement); it being understood that if any failure to comply with any of such provisions of Section 8 or Section 9 of the Loan Agreement is cured in accordance with the terms thereof, such provisions shall be deemed (with retroactive effect to the first date of any such failure to so comply) to have been complied with for purposes of this Schedule A. (b) For the avoidance of doubt, each of the foregoing clauses (i) through (xii) is an independent covenant and any action or transaction involving the Company or its Subsidiaries, as applicable, requiring the vote or consent of the PLC Manager under any such clause shall require such consent, notwithstanding that such action or transaction may be permitted without such vote or consent by any other clause in Section 4.