Common use of Protective Provisions Clause in Contracts

Protective Provisions. From and after the Effective Time, the Company shall not, and shall cause its subsidiaries not to, without the prior written consent of Stockholder: (a) take any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed by the Company in connection with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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).

Protective Provisions. From and after the Effective TimeOriginal Issue Date and prior to the Mandatory Conversion Date, for so long as any shares of Series 1 Preferred Stock shall be outstanding, the Company Corporation shall not, and shall cause its subsidiaries not toat any time or from time to time, without the prior vote or written consent of Stockholderthe Required Holders, voting separately as a single class: (ai) take amend, alter or repeal any provision of the actions set forth in clauses (i) through (iv) Certificate of Section 7(b) of Incorporation, if such amendment, alteration or repeal would alter or change the certificate of designations filed by the Company in connection with the Merger, providing for, among other things the designations, powers, preferences or special rights and preferences and qualifications, limitations and restrictions of the Series A 1 Preferred Stock (so as may be amended and/or amended and restated from time to time in accordance with the terms thereof, the “Company Certificate of Designations”)affect them adversely; (bii) amenddirectly or indirectly, alter, modify or repeal Incur (whether by merger, consolidation, by operation of law or otherwise) any provisions of the Company Certificate of Incorporation (including this 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 Incur) any indebtedness in Debt other than (A) any Existing Debt and (B) up to an aggregate principal amount in excess of $10,000,000 600,000,000 of Debt related to (with 1) the Southern Pipeline Project or Northern Pipeline Project, including water storage (collectively, the “principal amount” Water Projects”), (2) the establishment of related infrastructure and farming costs for purposes 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 this definition to include undrawn committed or available amounts) or (ii) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renewthe Debt described in the foregoing clauses (1) any contract or other agreement in respect of 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 amounts3); (giii) consummate or otherwise enter into any other contract transaction or agreement 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 effect any Change of Control (as defined the Corporation or its subsidiaries than would be obtainable in the Company Certificate of Designations)a comparable arm’s length transaction between fully informed, joint venture or corporate reorganization by the Company or any of its subsidiarieswilling unaffiliated parties who are under no compulsion to act; (hiv) declare issue any additional shares of Series 1 Preferred Stock (other than as contemplated by the Exchange Agreements); (v) authorize, create or pay issue any dividend additional class or distribution on common stock series of Liquidation Senior Stock or Liquidation Parity Stock other than the Company (“Common Stock”)authorization, other Junior Security (as defined 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 Company Certificate aggregate, the $600,000,000 limit of Designations) or Parity Security (as defined in the Company Certificate of DesignationsDebt permitted to be Incurred pursuant to Section 4(b)(ii)(B); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)consummate a Liquidation.

Protective Provisions. From and after For so long as the Effective TimeApollo Purchasers --------------------- beneficially own not less than 100,000 Series A Preferred Shares, the Company shall not, and shall cause its subsidiaries not permit any Subsidiary to, without the prior written consent of Stockholderthe Apollo Purchasers, which consent shall not be unreasonably withheld: (a) merge, consolidate, or 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 Company to honor the exercise of any rights of the holders of the Preferred Shares or the Warrants; (e) enter into any transaction, 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 transaction is (a) in the ordinary course of business of the Company and its Subsidiaries, 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 business of the Company or any Subsidiary as it is currently conducted or planned to be conducted (including related Internet ventures); (g) 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 (including all assumed debt, all cash payments, and the fair market value of all securities or other property issued as consideration); (i) adopt any employee stock option plan or stock incentive plan, or alter any 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 7(d)(x)(iii) of the Certificate of Designation of Series A Preferred Stock; or (k) agree or otherwise commit to take any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed by the Company in connection with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)above.

Protective Provisions. From and after the Effective Time, the The Company shall not, and shall cause its subsidiaries not to, take any of the following actions without the prior affirmative written consent of StockholderPurchaser or, following the Closing, of the holders of the Warrant and holders of at least two-thirds (2/3) of the Series B Shares: (a) take alter, change or amend (by merger or otherwise) any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed by the Company in connection with the Mergerrights, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions or privileges of the Series A B Preferred Stock (as may be amended and/or amended and restated from time to time in accordance with the terms thereof, the “Company Certificate of Designations”)Stock; (b) alter, change or amend any of the terms of the Warrant; (c) other than as provided in Section 5.11(c) hereof, amend, restate, alter, modify or repeal (whether by merger, consolidation, by operation of law merger or otherwise) its Articles of Incorporation or Bylaws, including, without limitation, amending, restating, modifying or repealing (by merger or otherwise) (i) any certificate of designation or preferences (as in effect from time to time) relating to any series of Preferred Stock or (ii) any of the rights, preferences and privileges of any other class of Capital Stock or the terms or provisions of the Company Certificate any option or Convertible Security; (d) (i) create, authorize or issue Senior Securities, Parity Securities, Supervoting Securities or shares of Incorporation any such class or series; (ii) create, authorize or issue any securities (including this Company Certificate Convertible Securities) convertible into, or exercisable, redeemable or exchangeable for, shares of DesignationsSenior Securities, Parity Securities or Supervoting Securities; (iii) or Company Bylaws that would increase or decrease the authorized number of directors constituting shares of Series B Preferred Stock; or (iv) increase or decrease the Boardauthorized number of shares of any class or series of Senior Securities, Parity Securities, Supervoting Securities or shares of any such class or series; (ci) take initiate or suffer to exist any action Liquidation Event with respect to the Company, (ii) enter into any merger or consolidation with any other Person that would have results in the effect holders of increasing the Company's Capital Stock immediately prior to such transaction owning less than fifty percent (50%) of the voting power of the successor entity's Capital Stock after such transaction or decreasing (iii) otherwise discontinue or dispose of more than ten percent (10%) of the number assets of directors constituting the Boardbusiness of the Company, taken as a whole; (df) amend, alter, modify initiate or repeal (whether by merger, consolidation, reclassification, by operation of law or otherwise) suffer to exist any provisions recapitalization of the respective charters (and Company, or reclassify 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 authorized Capital Stock of the Company into any other class or any subsidiary series of Capital Stock 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into redeem any other contract or agreement to effect any Change shares of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiariesCapital Stock; (h) declare acquire, in one or pay a series of transactions, any dividend equity ownership interest, by way of merger or distribution on common stock otherwise, in any Person, or any asset or assets of any Person, where the Company aggregate consideration payable in connection with such acquisition (“Common Stock”)including, other Junior Security without limitation, cash consideration, the fair market value of any securities and the net present value of any deferred consideration) is at least $1,000,000, or (as defined ii) make any capital expenditures in the Company Certificate excess of Designations) $500,000 individually or Parity Security (as defined in the Company Certificate of Designations); or$1,000,000 for any fiscal year; (i) purchasechange the number of directors of the Company to a number other than seven (7) or the manner in which the directors are selected, redeem or otherwise acquire for consideration by the Company, directly or indirectly, any Common Stock, other Junior Security or Parity Security (except as necessary set forth in Section 5.11(c) hereof; (j) make any material change in the nature of its business as conducted on the Closing Date, or fail 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 conduct its business in the ordinary course consistent with the same or lesser aggregate liquidation preference, (iii) a reclassification of any Parity Security into a Junior Security, (iv) the exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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).past practice;

Protective Provisions. From and after For so long as the Effective TimeInvestor holds (taking into account, for the Company shall notavoidance of doubt, and shall cause its subsidiaries not to, without the prior written consent a designee of Stockholder: (aACCBT) take any at least 5% of the actions set forth in clauses (i) through (iv) of Section 7(b) issued and outstanding share capital of the certificate of designations filed by the Company in connection with the MergerCompany, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time 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 no obligation of the Company Certificate (which, for purposes of Incorporation (including this 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 Section is deemed to include any subsidiary of the Company; ) will be entered into, no decision will be made, and no action will be taken by or with respect to the Company, either directly or indirectly (f) (i) incur including by merger, consolidation or permit reclassification, or through the making of any shareholder proposal by any of its subsidiaries shareholder), with respect to incur the following matters without the written consent of the Investor: 5.7.1 any indebtedness change in an aggregate principal amount in excess the Certificate of $10,000,000 (with “principal amount” for purposes Incorporation or the Bylaws, or alteration of this definition to include undrawn committed the capital structure of the Company through any reclassification or available amounts) consolidation; 5.7.2 the allotment or (ii) enter into, modify, amend or renew (or permit issuance of any of its subsidiaries enter into, modify, amend or renew) any contract shares or other agreement in respect of indebtedness in an aggregate principal amount in excess of $10,000,000 securities (with “principal amount” for purposes of this definition to include undrawn committed or available amounts); (gincluding convertible debt) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”or the entering into of any agreement or the making of any offer or the granting of any right capable of becoming an agreement to allot or issue any shares or other securities of the Company), other Junior Security except for: (i) shares issuable pursuant to (A) the Warrants, this Agreement and outstanding share options, convertible debt or warrants existing as defined of the date hereof, (B) up to 2,180,000 shares issuable to Company’s service providers under existing arrangements, and Common Shares under the Company’s equity incentive plans (where applicable), and (C) shares issuable as an introduction fee for the transaction contemplated hereby acceptable to the Investor, at its sole discretion; (ii) where the Investor has given notice of its declination, or otherwise fails, to make further payments toward the Maximum Subscription Price; and (iii) where prior to the First Closing the Company accepts any offer for investment in the Company Certificate of Designationsup to $500,000, in the same terms of the investments made by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as of March 14, 2007; 5.7.3 the redemption, repurchase or other acquisition by the Company of any of its shares (or the payment into or setting aside of a fund for such purpose); 5.7.4 the declaration or payment of any dividend or the making of any distributions to any holders of any shares in the capital of the Company; 5.7.5 any dealings with, or the making of any payments to, any Person that is not at arm’s length to the Company, its directors, officers, employees or shareholders (or any of their respective Affiliates), except for those outstanding obligations existing as of the date hereof; 5.7.6 the sale, lease, exchange or other disposition granting of a security interest in, or exclusive license of, any material part of or all or substantially all of the property or assets (including intellectual property) of the Company or Parity Security the incurrence of any Indebtedness or capital expenditures greater than $25,000 (as defined except in the ordinary course of business or for a debt investment in the Company Certificate up to $500,000 prior to the First Closing Date); 5.7.7 the taking of Designationsany steps to voluntarily liquidate, dissolve, wind-up or otherwise terminate the corporate existence of the Company; 5.7.8 the creation, acquisition or disposition of any subsidiary, the purchase or acquisition of any partnership interest or securities issued by, or other equity or ownership interest in, any other entity, participation in any joint venture or strategic alliance; 5.7.9 any material change to the direction of the business of the Company or the related business plan as described in the SEC Documents; 5.7.10 engage in any share sale or exchange, merger, consolidation, amalgamation, arrangement, asset acquisition or any other similar transaction the effect of which is to place control of the business of the Company in the hands of an arm’s length third party; 5.7.11 any acquisition of at least the majority of shares or all, or substantially all, of the assets of any other Person; 5.7.12 pay any compensation to any officer, director or employee involving a cash or cash equivalent commitment of more than US$60,000 per annum (not taking into account any share-based awards pursuant to a board approved plan or existing arrangements); or (i) purchase, redeem 5.7.13 any commitment or otherwise acquire for consideration by agreement to do any of 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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)foregoing.

Protective Provisions. From and after (a) In addition to such matters as to which Board approval is required by Law, without the Effective Timeapproval of the Board, the Company shall will not, and shall will cause each of its subsidiaries Subsidiaries not to, without take or consent to any of the prior written consent of Stockholderfollowing actions: (ai) adopt a capital budget or make capital expenditures in excess of $250,000 per item or project not specifically set forth on a capital budget approved by the Board; (ii) approve the Company’s annual operating budget; (iii) acquire, purchase or enter into capital leases for assets in excess of $250,000 in the aggregate; (iv) make any investments, other than in short-term, government issued, liquid securities; (v) change the name or fiscal year of the Company or any of its Subsidiaries; or (vi) issue new equity Securities. (b) For so long as at least 25% of the shares of Common Stock issued or issuable upon conversion of the Series B Preferred Stock outstanding on the date of filing of the Charter remain outstanding and any shares of Series C Preferred Stock remain outstanding, without the approval of the holders of at least a majority of the votes represented by all outstanding Series B Preferred Stock and Series C Preferred Stock of the Company (as determined under Article V, Section 6 of the Charter); provided, however, that in the event there are not shares of Series B Preferred Stock outstanding that represent such 25% threshold or shares of Series C Preferred Stock outstanding, only the approval of the majority of the holders of such series of Preferred Stock as satisfies the threshold described above is required in connection herewith, the Company will not, and will cause each of its Subsidiaries not to, take or consent to any of the actions set forth in clauses following actions: (i) through incur any Indebtedness in excess of $500,000 or become a party to or amend any indenture, mortgage, guaranty, lease (whether capital or operating), sublease, license or other contract, agreement or understanding, written or oral, which involves payments to or from the Company in excess of $500,000 in the aggregate, in each case, except for the Senior Credit Facility, the Convertible Notes and transactions contemplated by the Purchase Agreement; (ii) enter into any transaction with its security holders, directors, officers, key management employees or Affiliates, or a relative or spouse of any such Person (including the hiring of or any changes in the employment terms or compensation of any such Person), including amendment, termination, renewal or non-renewal of any employment agreements with Security Holders or Affiliates thereof; (iii) create, authorize or issue (or obligate itself to create, authorize or issue) any new class or series of shares (or reclassify any existing series of shares) or any other equity (or securities convertible into equity) having any rights, preferences or privileges senior to or on parity with Preferred Stock with respect to voting, dividends or rights upon liquidation; (iv) increase the aggregate number of Section 7(b) of the certificate of designations filed Options or other awards issued or issuable by the Company under the Stock Option Plan (by amendment of the Stock Option Plan or otherwise) (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar events), or make any changes to the Stock Option Plan or implement any new stock option plan or any equivalent thereto, or offer or grant any equity Options or other incentive awards, options, warrants or other rights in the Company or any Subsidiary; (v) make any material change in its line of business, whether resulting from the acquisition of another business or otherwise; (vi) acquire or sell, pledge, license, transfer, mortgage or encumber, except, in each case, in connection with the MergerSenior Credit Facility and Convertible Notes, providing for(A) any material intellectual property or other material asset of the Company, among (B) any interest in any Subsidiary or Affiliate (other things than the designationsInvestor or an Affiliate of the Investor) of the Company, powersor (C) all or substantially all of its assets; (vii) sell all or substantially all of its assets or merge or consolidate with (or enter into any other form of business combination with) any other entity or effect a Company Sale; (viii) amend, rights alter, waive or repeal any provision of, or add any provision to, its Charter or Bylaws or similar governing documents (including any amendment, alteration or repeal resulting from a merger, consolidation, share exchange or other transaction to which it is a party, by the filing of a certificate of designation or otherwise) other than any amendment, alteration, waiver or repeal required to (A) consummate a Company Sale approved pursuant to the terms hereof or (B) give effect to any new issuance contemplated by Article IV; or (ix) dissolve, liquidate, terminate or wind-up its business and preferences and qualificationsaffairs, limitations and restrictions or institute proceedings to adjudicate the Company or any Subsidiary as bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the United States Bankruptcy Code or any other similar applicable Law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary, or make an assignment for the benefit of creditors of the Company or admit in writing the Company’s or any Subsidiary’s inability to pay its debts generally as they become due. (c) For so long as at least 25% of the shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock and Series B Preferred Stock outstanding on the date of filing the Charter remain outstanding and any shares of Series C Preferred Stock remain outstanding, without the approval of (as may be amended and/or amended and restated from time to time in accordance with i) the terms thereofBoard, (ii) the “Company Certificate holders of Designations”); (b) amend, alter, modify or repeal (whether at least a majority of the votes represented by merger, consolidation, by operation of law or otherwise) any provisions all outstanding Series A Preferred Stock of the Company Certificate and Series B Preferred Stock of Incorporation the Company, (including this in each case, as determined under Article V, Section 6 of the Charter and voting together as a class), and (iii) the holders of a majority of the votes represented by the outstanding Series C Preferred Stock of the Company Certificate (as determined under Article V, Section 6 of Designationsthe Charter) provided, however, in the event there are not shares of Series A Preferred Stock and Series B Preferred Stock outstanding that represent such 25% threshold or shares of Series C Preferred Stock outstanding, the approval of the majority of the holders of such series, or series taken together, as applicable, of Preferred Stock as satisfies the threshold described above, the holders of such series or series taken together, will no longer have such approval right, the Company Bylaws that would will not, and will cause each of its Subsidiaries not to, take or consent to any of the following actions: (i) subject to Section 6(d) of Article V of the Charter and Section 6.1 hereof, increase or decrease the authorized number of directors constituting the Board; (c) take , make any action that would have changes to the effect of increasing powers, structure 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 composition of the respective charters (and Board or establish any related organizational documents) of any of the committees of the Board; (eii) file purchase, acquire or obtain any voluntary petition under equity securities or other proprietary interest, directly or indirectly, in any applicable federal other entity, or state bankruptcy enter into or insolvency law on behalf of the Company commit to enter into or make any investment in any joint ventures or any subsidiary of partnerships, establish any Subsidiaries not in existence on the Companydate hereof, or form any joint venture; (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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (hiii) declare or pay any dividend dividends or distribution on common make any distributions of cash, property or securities in respect of the capital stock of the Company (“Common Stock”)except as expressly contemplated by the Purchase Agreement, other Junior Security (this Agreement or as defined set forth in the Company Certificate Charter, or apply any of Designations) its assets to the redemption, retirement, purchase or Parity Security (as defined in the Company Certificate other acquisition of Designations); or (i) purchase, redeem or otherwise acquire for consideration by the Companyits capital stock, directly or indirectly, any Common Stockthrough Subsidiaries or otherwise, other Junior Security or Parity Security (except as necessary expressly contemplated by the Purchase Agreement, this Agreement or in a manner consistent with the rights, powers and privileges of the Series C Preferred Stock in the order of preference as set forth in the Charter; (iv) alter or change the rights, preferences, privileges or powers of Preferred Stock in a manner adverse to effect the holders thereof; (v) make any change in its corporate form for tax, accounting or other purposes; or (vi) make any change in its independent certified public accounting firm which, in all events, will be a firm of national recognition or make any change to any of its material accounting principles or methods. (d) Notwithstanding anything to the contrary in this Section 6.9, the consummation of a Company Sale (along with the transactions contemplated by the Company Sale) shall not require the consent of the Investors or the holders of Series C Preferred Stock if (i) a reclassification such Company Sale does not alter the liquidation preferences of any Junior Security for or into other Junior Securities, the Series C Preferred Stock in connection with such Company Sale and (ii) the consideration to be received by the holders of Series C Preferred Stock on 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 exchange or conversion of 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 of Series C Preferred Stock basis (either as holders of the Series C Preferred Stock or underlying shares of Common Stock) is equal to the original price per share under which the Series C Preferred Stock was issued plus an amount equal to a compounding 15% annual rate of return on such original amount. This Section 6.9(d) shall terminate at the time that the aggregate investment in Convertible Notes and liquidation amountSeries C Preferred Stock issued under the Purchase Agreement is equal or greater than $85,000,000 in aggregate, (vi) in which case, the exchange or conversion consent of any Parity Security for 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)Majority Investors will be required.

Protective Provisions. From and (A) So long as any shares of Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of a majority of the Preferred Stock then outstanding, voting as a single class on an as-converted basis, either directly or by amendment, merger, consolidation or otherwise: (1) Authorize, create or issue any new class or series of equity securities, or reclassify any existing capital stock into any new class or series of equity securities, having any preference or priority as to voting, dividends, or distribution of assets upon liquidation, merger or otherwise that is superior to or on a parity with any such preference or priority of any series of Preferred Stock then outstanding; (2) Effect a liquidation, dissolution or winding up of the Corporation, including any Deemed Liquidation; (3) Authorize, issue, or obligate the Corporation to issue any shares of any series of Preferred Stock after the Effective Timefirst date on which any shares of such series were issued, or increase or decrease (other than by redemption or conversion) the number of authorized shares of any series of Preferred Stock; (4) Declare or pay any cash dividends or other distribution (other than liquidation payments pursuant to Section 4.2 hereof or dividends to the holders of Preferred Stock pursuant to the first sentence of Section 4.1 hereof) on any equity securities prior to any series of Preferred Stock; (5) Redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of capital stock of the Corporation; provided, however, that this restriction shall not apply to (i) the repurchase of shares of Common Stock at the original cost from employees, officers, directors, consultants or other persons performing services for this Corporation pursuant to agreements under which this Corporation has the right to repurchase such shares upon the occurrence of certain events, such as the termination of services, (ii) the redemption of Preferred Stock by the Corporation pursuant to Section 4.4, (iii) the net exercise of any warrant of the Corporation, and (iv) the cashless exercise of stock options pursuant to the Corporation’s 2005 Stock Plan; (6) Issue any new equity securities for consideration other than cash other than pursuant to the Corporation’s 2005 Stock Plan, unless such issuance is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (7) Enter into any transaction with any employee, officer, director or stockholder of the Corporation or member of his or her immediate family, other than advances to employees for travel or other business expenses incurred in the ordinary course of business, unless such transaction is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (8) Incur indebtedness in excess of $2,000,000 in the aggregate; (9) Make any loans or advances to, or guarantee the indebtedness or obligations of, any person, other than advances to employees for travel or other business expenses incurred in the ordinary course of business, unless such loan, advance or guarantee is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (10) Change the Corporation’s primary line of business, unless such change is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (11) Hire any senior executive officer of the Company, unless such hiring is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (12) Own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity that is not a wholly-owned subsidiary of the Corporation, unless such ownership or control is approved by the Corporation’s Board of Directors (including the approval of at least two (2) of the Preferred Directors); (13) Increase or decrease the number of authorized directors of the Corporation’s Board of Directors; (14) Increase the number of shares of Common Stock reserved for issuance pursuant to the Corporation’s 2005 Stock Plan or create any new equity incentive plan; (15) Amend, alter or repeal any provision of the Restated Certificate or Bylaws; or (16) Enter into any agreement or commitment to do any of the things described in this Section 4.6(A), unless the effectiveness of such agreement or commitment or action described in this Section 4.6(A) is conditioned upon the Corporation obtaining the approval required by this Section 4.6(A). The provisions of this Section 4.6(A) shall be in addition to any rights which any holder of Preferred Stock may have under the DGCL. (B) So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least two-thirds (2/3) of the Series B Preferred Stock then outstanding, voting as a separate class, either directly or by amendment, merger, consolidation or otherwise: (1) Authorize, issue, or obligate the Corporation to issue any shares of Series B Preferred Stock after the initial date that shares of Series B Preferred Stock were initially issued (the “Series B Original Issue Date”) (other than pursuant to the terms of the Series B Preferred Stock Purchase Agreement dated as of the Series B Original Issue Date), or increase or decrease (other than by redemption or conversion) the number of authorized shares of Series B Preferred Stock; (2) Take any action that would alter, change or amend the powers, preferences or rights of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock in such a manner that would affect the powers, preferences or rights of the Series B Preferred Stock in an adversely different manner from the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock; or (3) Enter into any agreement or commitment to do any of the things described in this Section 4.6(B), unless the effectiveness of such agreement or commitment or action described in this Section 4.6(B) is conditioned upon the Corporation obtaining the approval required by this Section 4.6(B). The provisions of this Section 4.6(B) shall be in addition to any rights which any holder of Series B Preferred Stock may have under the DGCL. (C) So long as any shares of Series C Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least two-thirds (2/3) of the Series C Preferred Stock then outstanding, voting as a separate class, either directly or by amendment, merger, consolidation or otherwise: (1) Authorize, issue, or obligate the Corporation to issue any shares of Series C Preferred Stock after the initial date that shares of Series C Preferred Stock were initially issued (the “Series C Original Issue Date”) (other than pursuant to the terms of the Series C Preferred Stock Purchase Agreement dated as of the Series C Original Issue Date, as amended after the date of the Series C Original Issue Date (including pursuant to any subsequent closing provisions contained therein), or pursuant to the terms of any stock purchase warrant issued by the Corporation and outstanding on the date of filing of this Restated Certificate) or increase or decrease (other than by redemption or conversion) the number of authorized shares of Series C Preferred Stock; (2) Take any action that would alter, change or amend the powers, preferences or rights of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock in such a manner that would affect the powers, preferences or rights of the Series C Preferred Stock in an adversely different manner from the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock or Series E Preferred Stock; or (3) Enter into any agreement or commitment to do any of the things described in this Section 4.6(C), unless the effectiveness of such agreement or commitment or action described in this Section 4.6(C) is conditioned upon the Corporation obtaining the approval required by this Section 4.6(C). The provisions of this Section 4.6(C) shall be in addition to any rights which any holder of Series C Preferred Stock may have under the DGCL. (D) So long as any shares of Series D Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of at least two-thirds (2/3) of the Series D Preferred Stock then outstanding, voting as a separate class, either directly or by amendment, merger, consolidation or otherwise: (1) Authorize, issue, or obligate the Corporation to issue any shares of Series D Preferred Stock after the initial date that shares of Series D Preferred Stock were initially issued (the “Series D Original Issue Date”) (other than pursuant to the terms of the Series D Preferred Stock Purchase Agreement dated as of the Series D Original Issue Date, as amended after the date of the Series D Original Issue Date (including pursuant to any subsequent closing provisions contained therein) or increase or decrease (other than by redemption or conversion) the number of authorized shares of Series D Preferred Stock; (2) Take any action that would alter, change or amend the powers, preferences or rights of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or Series E Preferred Stock in such a manner that would affect the powers, preferences or rights of the Series D Preferred Stock in an adversely different manner from the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series E Preferred Stock; or (3) Enter into any agreement or commitment to do any of the things described in this Section 4.6(D), unless the effectiveness of such agreement or commitment or action described in this Section 4.6(D) is conditioned upon the Corporation obtaining the approval required by this Section 4.6(D). The provisions of this Section 4.6(D) shall be in addition to any rights which any holder of Series D Preferred Stock may have under the DGCL. (E) So long as any shares of Series E Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) of the holders of a majority of the Series E Preferred Stock then outstanding, voting as a separate class, either directly or by amendment, merger, consolidation or otherwise: (1) Authorize, issue, or obligate the Corporation to issue any shares of Series E Preferred Stock after the Series E Original Issue Date (other than pursuant to the terms of the Series E Preferred Stock Purchase Agreement dated as of the Series E Original Issue Date, as amended after the date of the Series E Original Issue Date (including pursuant to any subsequent closing provisions contained therein)) or increase or decrease (other than by redemption or conversion) the number of authorized shares of Series E Preferred Stock; (2) Take any action that would alter, change or amend the powers, preferences or rights of the Series E Preferred Stock; (3) Reclassify any existing equity security into any new class or series of equity securities, having any preference or priority as to voting, dividends, or distribution of assets upon liquidation, merger or otherwise that is superior to or on a parity with any such preference or priority of the Series E Preferred Stock; (4) Authorize, create or issue any new equity security having any preference or priority as to voting, dividends, or distribution of assets upon liquidation, merger or otherwise that is superior to any such preference or priority of the Series E Preferred Stock or having a per share preference or priority as to distribution of assets upon liquidation, merger or otherwise that is greater than the actual cost per share paid for such security, plus declared but unpaid dividends thereon; (5) Declare or pay any cash dividends or other distribution on any equity securities (other than liquidation payments pursuant to Section 4.2 hereof); (6) Redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any shares of capital stock of the Corporation; provided, however, that this restriction shall not apply to (i) the repurchase of shares of Common Stock at the original cost from employees, officers, directors, consultants or other persons performing services for this Corporation pursuant to agreements under which this Corporation has the right to repurchase such shares upon the occurrence of certain events, such as the termination of services, (ii) the redemption of Preferred Stock by the Corporation pursuant to Section 4.4, (iii) the net exercise of any warrant of the Corporation, and (iv) the cashless exercise of stock options pursuant to the Corporation’s 2005 Stock Plan; (7) Take any action that would result in the Series E Preferred Stock automatically converting to Common Stock in any situation other than a Qualified IPO or pursuant Section 4.3(K) of this Restated Certificate; or (8) Enter into any agreement or commitment to do any of the things described in this Section 4.6(D), unless the effectiveness of such agreement or commitment or action described in this Section 4.6(D) is conditioned upon the Corporation obtaining the approval required by this Section 4.6(D). The provisions of this Section 4.6(D) shall be in addition to any rights which any holder of Series E Preferred Stock may have under the DGCL. (F) So long as any shares of Preferred Stock are outstanding, the Company shall not, and shall cause its subsidiaries not to, without the prior written consent of Stockholder: (a) take any approval of the actions set forth in clauses (i) through (iv) holders of Section 7(b) at least two-thirds of the certificate Preferred Stock, voting as a single class on an as-converted basis, either directly or by amendment, merger, consolidation or otherwise, consummate a public offering of designations filed by its equity securities, unless the Company public offering price per share (before deducting underwriting commissions and expenses) is at least $3.7635 per share (as adjusted for any stock dividend, stock split or combination with respect to such share), in connection with which case the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions separate vote of the Series A Preferred Stock (as may will not be amended and/or amended and restated from time to time 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)required.

Protective Provisions. From and after the Effective Time, the Company shall not, and shall cause its subsidiaries not to, without the prior 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 date 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, the “Release Date”): (a) take any of the actions set forth in clauses (i) through (iviii) of Section 7(b) of the certificate of designations filed by the Company in connection with the Merger, providing for, among other things things, the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or; (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for or into any Junior Security) 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 Stockholder or any of its controlled Affiliates (including any amendment, modification or waiver of any of the provisions of this Agreement set forth in Sections 5(a), (e), (f), (g), (h), (i) or (j) through (p) hereof following the Effective Time), or (ii) 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; (k) 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); (m) 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 agreement providing for any of the actions set forth in Sections 5(j) through (o) hereof.

Protective Provisions. From (a) For so long as any Preferred Units are outstanding, the prior vote or written consent of the PLC Manager shall be required for the following, including any such actions effected pursuant to or as a result of a merger, consolidation or business combination, and after the Effective Time, the Company shall notnot take, and shall cause its subsidiaries Subsidiaries not toto take, any such action without the such prior vote or written consent of Stockholderconsent: (a) take any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed entry into by the Company or any Subsidiary of any contract that imposes restrictions or limitations on the amounts payable to Preferred Members in accordance with this Schedule A; (ii) the issuance by the Company of any Capital Stock that is senior to or pari passu with the Preferred Units (including issuance of additional Preferred Units but excluding increases in Liquidation Preference pursuant to Section 1); (iii) 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 MergerCompany’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, providing formodification or waiver of this Agreement, among the Company’s Certificate of Formation or any other things organizational documents that (A) amends, modifies or waives in any respect the designations, powers, preferences, or other rights and preferences and qualifications, limitations and restrictions of the Series A 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 may 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 transactions that would result in a Change of Control unless the Preferred Units are redeemed in full in cash upon the consummation of such Change of Control; or (xii) the taking of any act or omission that would result in a failure 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 amended and/or amended and restated from time interpreted to time 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 “Company Certificate first date of Designations”);any such failure to so comply) to have been complied with for purposes of this Schedule A. (b) amendFor the avoidance of doubt, alter, modify or repeal (whether by merger, consolidation, by operation of law or otherwise) any provisions each of the Company Certificate of Incorporation foregoing clauses (including this Company Certificate of Designationsi) or Company Bylaws that would increase or decrease the authorized number of directors constituting the Board; through (cxii) take is an independent covenant and 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 transaction involving the Company or any subsidiary its Subsidiaries, as applicable, requiring the vote or consent of the Company; (f) (i) incur PLC Manager under any such clause shall require such consent, notwithstanding that such action 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 transaction may be permitted without such vote or available amounts) or (ii) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into consent by any other contract or agreement to effect any Change of Control (as defined clause in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)Section 4.

Protective Provisions. From Subject to Delaware law, so long as at least 500,000 shares of the Series A Preferred Stock remain outstanding and after owned by the Effective TimeInvestor, the Company shall not, and shall cause its subsidiaries not to, without the prior approval, by vote or written consent of Stockholder: (a) take any the Investor and a majority of the actions set forth in clauses (i) through (iv) Board of Section 7(b) Directors of the certificate of designations filed by the Company in connection with the Mergerand, providing forif required under Delaware law, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions a majority of the Series A Preferred Stock outstanding shares of voting equity securities of the Company, voting as a single class (as may be amended and/or amended and restated from time to time in accordance with 1) liquidate, dissolve or wind up the terms thereofaffairs of the Company, the “Company Certificate of Designations”); or effect any merger or consolidation or any other Deemed Liquidation Event; (b2) amend, alter, modify or repeal any provision of the Company’s Certificate of Incorporation or Bylaws in a manner materially adverse to the Series A Preferred Stock; (whether 3) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or 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 mergerthe Board, consolidationincluding the approval of the Series A Directors; (5) adopt any equity incentive plan, unless approved by operation a majority of law the Board of Directors of the Company; (6) sell or otherwise) any provisions dispose of the whole or a substantial part of the assets of the Company Certificate and/or any subsidiary; (7) approve or make adjustments or modifications to terms of Incorporation 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 Board of Directors of the Company; or (including this Company Certificate of Designations) or Company Bylaws that would 8) increase or decrease the authorized number size of directors constituting the Board; (c) take ; If at any action that would have time the effect Investor owns a majority of increasing or decreasing the number outstanding voting shares of directors constituting the Board; (d) amendCompany, alterthe Company shall not, modify or repeal (whether by merger, consolidation, reclassificationwithout approval, by operation of law vote or otherwise) any provisions written consent of the respective charters (and any related organizational documents) non-Investor shareholders of the Company, carry out or perform 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 actions listed above in an aggregate principal amount in excess of $10,000,000 (with this paragraph “principal amount” for purposes of this definition to include undrawn committed or available amounts) or (ii) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common StockProtective Provisions”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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).

Protective Provisions. From and after the Effective TimeFor so long as any Camden Purchaser holds any shares of Company Securities, the Company shall will not, and shall cause its subsidiaries not to, without the prior written consent of Stockholderthe Camden Purchasers, take any action which: (ai) take any alters or changes the rights, preferences or privileges of the actions set forth in clauses Series A Preferred Stock; (iii) through increases or decreases the authorized number of shares of Common Stock or Series A Preferred Stock; (iii) creates (by reclassification or otherwise), authorizes, designates or issues any new class or series of securities having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock; (iv) results in the redemption of Section 7(b) any shares of the Company's Securities; (v) amends or waives any provision of the Company's Certificate of Incorporation or Bylaws relative to the Series A Preferred Stock; (vi) would be a Deemed Liquidation (as defined in the Company's certificate of designations filed by the Company in connection incorporation, as amended from time to time) with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions net proceeds to holders of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time in accordance with less than 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control Liquidation Preference (as defined in the Company Certificate Company's certificate of Designationsincorporation, as amended from time to time), joint venture or corporate reorganization by the Company or any of its subsidiaries; (hvii) declare pays or pay declares any dividend or distribution on common stock dividends; (viii) increases the size of the Company Board of Directors to more than seven (“Common Stock”)7) members; (ix) grant any options under the 2000 Stock Option Plan at an exercise price less than Fair Market Value, other Junior Security calculated on the date of the grant; (as defined in x) incurs indebtedness or guarantees the Company Certificate debt of Designationsanother Person such that the Company's aggregate debt (including, without limitation, guaranteed debt) or Parity Security (as defined in the Company Certificate of Designations)exceeds $5,000,000; or (ixi) purchaseresults in any Company expenditure or commitment (including but not limited to debt repayments, redeem acquisitions, and joint ventures) in excess of $5,000,000 to the extent that such expenditure or otherwise acquire for consideration commitment has not been previously approved by the Company's Board of Directors, directly or indirectly, any Common Stock, other Junior Security or Parity Security (except as necessary to effect (i) a reclassification including the designee 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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)Camden Purchasers.

Protective Provisions. From and after the Effective TimeFor so long as any Camden Purchaser holds any --------------------- shares of Company Securities, the Company shall will not, and shall cause its subsidiaries not to, without the prior written consent of Stockholderthe Camden Purchasers, take any action which: (ai) take any alters or changes the rights, preferences or privileges of the actions set forth in clauses Series A Preferred Stock; (iii) through increases or decreases the authorized number of shares of Common Stock or Series A Preferred Stock; (iii) creates (by reclassification or otherwise), authorizes, designates or issues any new class or series of securities having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock; (iv) results in the redemption of Section 7(b) any shares of the Company's Securities; (v) amends or waives any provision of the Company's Certificate of Incorporation or Bylaws relative to the Series A Preferred Stock; (vi) would be a Deemed Liquidation (as defined in the Company's certificate of designations filed by the Company in connection incorporation, as amended from time to time) with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions net proceeds to holders of the Series A Preferred Stock (as may be amended and/or amended and restated from time to time in accordance with less than 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 this 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control Liquidation Preference (as defined in the Company Certificate Company's certificate of Designationsincorporation, as amended from time to time), joint venture or corporate reorganization by the Company or any of its subsidiaries; (hvii) declare pays or pay declares any dividend or distribution on common stock dividends; (viii) increases the size of the Company Board of Directors to more than seven (“Common Stock”)7) members; (ix) grant any options under the 2000 Stock Option Plan at an exercise price less than Fair Market Value, other Junior Security calculated on the date of the grant; (as defined in x) incurs indebtedness or guarantees the Company Certificate debt of Designationsanother Person such that the Company's aggregate debt (including, without limitation, guaranteed debt) or Parity Security (as defined in the Company Certificate of Designations)exceeds $5,000,000; or (ixi) purchaseresults in any Company expenditure or commitment (including but not limited to debt repayments, redeem acquisitions, and joint ventures) in excess of $5,000,000 to the extent that such expenditure or otherwise acquire for consideration commitment has not been previously approved by the Company's Board of Directors, directly or indirectly, any Common Stock, other Junior Security or Parity Security (except as necessary to effect (i) a reclassification including the designee 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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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)Camden Purchasers.

Protective Provisions. From and after the Effective Time, the The Company shall not, and shall cause its subsidiaries not to, take any of the --------------------- following actions without the prior affirmative written consent of StockholderPurchaser or, following the Closing, of the holders of the Warrant and holders of at least two-thirds (2/3) of the Series B Shares: (a) take alter, change or amend (by merger or otherwise) any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed by the Company in connection with the Mergerrights, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions or privileges of the Series A B Preferred Stock (as may be amended and/or amended and restated from time to time in accordance with the terms thereof, the “Company Certificate of Designations”)Stock; (b) alter, change or amend any of the terms of the Warrant; (c) other than as provided in Section 5.11(c) hereof, amend, restate, alter, modify or repeal (whether by merger, consolidation, by operation of law merger or otherwise) its Articles of Incorporation or Bylaws, including, without limitation, amending, restating, modifying or repealing (by merger or otherwise) (i) any certificate of designation or preferences (as in effect from time to time) relating to any series of Preferred Stock or (ii) any of the rights, preferences and privileges of any other class of Capital Stock or the terms or provisions of the Company Certificate any option or Convertible Security; (d) (i) create, authorize or issue Senior Securities, Parity Securities, Supervoting Securities or shares of Incorporation any such class or series; (ii) create, authorize or issue any securities (including this Company Certificate Convertible Securities) convertible into, or exercisable, redeemable or exchangeable for, shares of DesignationsSenior Securities, Parity Securities or Supervoting Securities; (iii) or Company Bylaws that would increase or decrease the authorized number of directors constituting shares of Series B Preferred Stock; or (iv) increase or decrease the Board; (c) take any action that would have the effect of increasing or decreasing the authorized 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) shares of any class or series of the committees Senior Securities, Parity Securities, Supervoting Securities or shares of the Boardany such class or series; (e) file (i) initiate or suffer to exist any voluntary petition under Liquidation Event with respect to the Company, (ii) enter into any applicable federal merger or state bankruptcy consolidation with any other Person that results in the holders of the Company's Capital Stock immediately prior to such transaction owning less than fifty percent (50%) of the voting power of the successor entity's Capital Stock after such transaction or insolvency law on behalf (iii) otherwise discontinue or dispose of more than ten percent (10%) of the assets of the business of the Company, taken as a whole; (f) initiate or suffer to exist any recapitalization of the Company, or reclassify any authorized Capital Stock of the Company into any other class or any subsidiary series of Capital Stock 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) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into redeem any other contract or agreement to effect any Change shares of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiariesCapital Stock; (h) declare acquire, in one or pay a series of transactions, any dividend equity ownership interest, by way of merger or distribution on common stock otherwise, in any Person, or any asset or assets of any Person, where the aggregate consideration payable in connection with such acquisition (including, without limitation, cash consideration, the fair market value of any securities and the net present value of any deferred consideration) is at least $1,000,000, or (ii) make any capital expenditures in excess of $500,000 individually or $1,000,000 for any fiscal year; (i) change the number of directors of the Company to a number other than seven (“Common Stock”)7) or the manner in which the directors are selected, other Junior Security except as set forth in Section 5.11(c) hereof; (as defined j) make any material change in the Company Certificate nature of Designations) its business as conducted on the Closing Date, or Parity Security (as defined fail to conduct its business in the Company Certificate ordinary course consistent with past practice; (k) sell, transfer, convey, lease or dispose of, outside the ordinary course of Designationsbusiness, any material assets or properties of the Company, whether now or hereafter acquired, in any transaction or transactions that call for payments in excess of $500,000; (l) establish or purchase any Subsidiary; (m) enter into any agreements, transactions or leases not in the ordinary course of the Company's business as conducted on the Closing Date that call for payments in excess of $250,000; (n) incur any new or additional Indebtedness which exceeds $500,000 provided that this clause (n) shall not prohibit the extension, renewal, amendment or refinancing (including refinancings with other lenders) of the Company's existing credit facility with Spectrum Commercial Services, a Division of Lyon Financial Services, Inc. on terms no more restrictive than those contained in the General Credit and Security Agreement dated November 19, 1998, as amended on August 20, 1999 (except interest rate "spreads" may increase by no more than 50 basis points over prime and principal amounts advanced against accounts receivable or inventory (but no other amounts of principal) may increase or decrease provided that advance rates are no greater than those currently in effect). (o) other than as set forth in an annual compensation plan approved by the Series B Directors, increase management compensation with respect to any Person in an amount greater than ten percent (10%) in any single fiscal year (including without limitation by issuance of warrants, options or other contingent compensation); or hire any new employee whose annual compensation exceeds $125,000; or (ip) purchaseexcept for transactions on customary and reasonable terms, redeem or otherwise acquire for consideration by the Company, directly or indirectly, enter into any Common Stock, other Junior Security or Parity Security (except as necessary to effect transaction with (i) a reclassification any Affiliate of any Junior Security for or into other Junior Securitiesthe Company, (ii) a reclassification any employee of any Parity Security for or into other Parity Securities with the same or lesser aggregate liquidation preferenceCompany, (iii) a reclassification any holder of more than five percent (5%) of the outstanding capital stock of any Parity Security into a Junior Securityclass or series of Capital Stock of the Company, (iv) any member of the exchange or conversion immediate family of any Junior Security for Person set forth in clauses (i), (ii) and (iii) above, or into another Junior Security, (v) the exchange any corporation, partnership, trust or conversion of other entity in which any Parity Security for or into another Parity Security with the same or lesser per share dividend rights and liquidation amountPerson set forth in clauses (i), (vi) the exchange or conversion of any Parity Security for or into any Junior Securityii), (iii) or (viiiv) above, or member of the settlement family of incentive equity awards any such Person, is a director, officer, trustee, partner or holder of more than five percent (including 5%) of the outstanding capital stock thereof. For purposes of this Agreement, the members of the "immediate family" of any applicable withholdings Person shall consist of the spouse, parents, children, siblings, mothers- and the net exercise fathers-in-law, sons-and daughters-in-law, and brothers- and sisters-in-law of options) in accordance with the terms thereof)such Person.

Protective Provisions. From and after the Effective Time, the Company shall not, and shall cause its subsidiaries not to, without the prior written consent For so long as any shares of Stockholder: (a) take any of the actions set forth in clauses (i) through (iv) of Section 7(b) of the certificate of designations filed by the Company in connection with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock (as may shall be amended and/or amended and restated from time to time in accordance with the terms thereofoutstanding, the “Company Corporation shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, without (in addition to any other vote required by the Certificate of Designations”)Incorporation or applicable law) the prior vote or consent of the holders of at least ninety percent (90%) of the then outstanding shares of Series A Preferred Stock, voting or consenting separately as a single class, and any such act or transaction entered into without such vote or consent shall, to the fullest extent permitted by applicable law, be null and void ab initio, and of no force or effect: (i) Amend, alter or repeal any provision of the Certificate of Incorporation or this Certificate of Designation if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the shares of Series A Preferred Stock so as to affect them adversely; (bii) amendCreate, alteror authorize the creation of, modify or repeal (whether by mergerissue any series of Preferred Stock, consolidation, by operation or reclassify any class or series of law or otherwise) capital stock into any provisions series of the Company Certificate of Incorporation (including this Company Certificate of Designations) or Company Bylaws that would increase or decrease the authorized number of directors constituting the BoardPreferred Stock; (ciii) take Purchase or redeem, or permit 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 subsidiary of the respective charters (and Corporation to purchase or redeem, any related organizational documents) shares of any Series A Dividend Junior Stock, Series A Liquidation Junior Stock, Series A Qualifying Merger Junior Stock or Series A Qualifying Sale Junior Stock, other than repurchases of shares of such capital stock from former directors, officers, employees, consultants or other persons performing services for 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 Corporation or any subsidiary of the CompanyCorporation in connection with the cessation of employment or service and for a purchase price per share of such capital stock not exceeding the original purchase price thereof; (fiv) (i) incur Incur, or permit any of its the Corporation’s subsidiaries to incur incur, or issue, or permit the Corporation’s subsidiaries to issue, any indebtedness in an aggregate principal amount in excess of $10,000,000 for borrowed money, including obligations (with “principal amount” for purposes of this definition to include undrawn committed whether or available amounts) not contingent), under guaranties, or (ii) enter intoloans or debt securities, modify, amend including equity-linked or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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)convertible debt securities; (gv) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare Declare or pay any dividend or distribution on common stock of the Company (“Common any Series A Dividend Junior Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (ivi) purchaseEnter into, redeem or otherwise acquire for consideration by permit the Company, directly or indirectlyCorporation’s subsidiaries to enter into, any Common Stockagreement, other Junior Security arrangement or Parity Security (except as necessary to effect understanding providing for any of the actions described in the aforesaid clauses (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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).

Protective Provisions. From and after Notwithstanding anything contained herein to the Effective Timecontrary, including but not limited to paragraphs 10.1 through 10.3 above, so long as any of the Warrants shall be outstanding, the Company shall notnot without first obtaining the approval (by vote or written consent, and shall cause its subsidiaries not to, without as provided by law) of the prior written consent holders of Stockholderat least two-thirds of the total number of Warrants: (ai) take alter or change the rights, preferences or 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 actions set forth in clauses (i) through (iv) Holder(s); notwithstanding the effects of Section 7(b) any reverse stock split, recapitalization, or reincorporation which has the effect of reducing the total number of issued and outstanding shares of the certificate of designations filed by Company's Common Stock, each Warrant shall entitle the Company in connection with the Merger, providing for, among other things the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock Holder to purchase one (as may be amended and/or amended and restated from time 1) Warrant Share at an exercise Price not to time in accordance with the terms thereof, the “Company Certificate of Designations”exceed Five Dollars ($5.00); (bii) amendcreate any new class of Warrants to purchase Common Stock, alter, modify or repeal (whether by merger, consolidation, by operation of law or otherwise) any provisions of the Company Certificate of Incorporation (including this Company Certificate of Designations) or Company Bylaws that would increase or decrease the authorized number of directors constituting the BoardWarrants; (ciii) take create any action that would have new class of shares having preferences over or being on a parity with the effect Company's Common Stock as presently constituted as to dividends or assets, unless the purpose of increasing or decreasing creation of such class is, and the number proceeds to be derived from the sale and issuance thereof are to be used for, the retirement of directors constituting all the BoardNotes then outstanding; (div) amend, alter, modify or repeal (whether by effect a merger, consolidation, reclassification, by operation of law consolidation 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 reorganization of the Company; (fv) effect a sale or other transfer of all or substantially all of the Company's assets; (vi) effect a 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) incur the sum of (x) the number of shares of Common Stock outstanding immediately prior to such issue or permit any 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 its subsidiaries to incur any indebtedness in an aggregate principal amount in excess shares of $10,000,000 (with “principal amount” for Common Stock outstanding immediately after such issue or sale. For purposes of this definition subsection, the following provisions (A) to include undrawn committed or available amounts(B) or (ii) enter into, modify, amend or renew (or permit any of its subsidiaries enter into, modify, amend or renew) any contract or other agreement in respect of 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); (g) consummate or otherwise enter into any other contract or agreement to effect any Change of Control (as defined in the Company Certificate of Designations), joint venture or corporate reorganization by the Company or any of its subsidiaries; (h) declare or pay any dividend or distribution on common stock of the Company (“Common Stock”), other Junior Security (as defined in the Company Certificate of Designations) or Parity Security (as defined in the Company Certificate of Designations); or (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 exchange or conversion of 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 liquidation amount, (vi) the exchange or conversion of any Parity Security for 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).shall also be applicable: