Common use of Protective Provisions Clause in Contracts

Protective Provisions. So long as any of the 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 then outstanding shares of Series E Preferred Stock (i) amend the rights, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon.

Protective Provisions. So long as any Until the closing by the Company of an additional $5,000,000 equity financing from institutional investors, approval of the shares holders of Series E Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) at least 2/3 of the Holders of a majority of the then outstanding shares of the Series E A-1 Preferred Stock voting together separately as a class will be required for: a) a merger, sale of all, or substantially all of the assets or intellectual property, recapitalization, or reorganization the Company; b) the authorization or issuance of any equity security having any right, preference or priority superior to or on parity with the Series A-1 Preferred (iexcluding debt not convertible into any such senior or pari passu equity security); c) amend the redemption, repurchase or acquisition, directly or indirectly, through subsidiaries or otherwise, of any equity securities (other than the repurchase of equity securities of the Company at cost upon termination of employment or service pursuant to vesting agreements or stockholder agreements or a repurchase of the Series A-1 Preferred) or the payment of dividends or other distributions on equity securities by the Company (other than on the Series A-1 Preferred); d) any amendment or repeal of any provision of the Company’s certificate of incorporation or by-laws that would adversely affect the rights, preferences preferences, or privileges of the Series E Preferred Stock set forth A-1 Preferred; e) a significant change in this Statement With Respect the principal business of the Company as conducted at the time of the consummation of the closing of the Merger; f) the making of any loan or advance to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (entity other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practicesunless it is wholly owned by the Company; g) the making of any loan or advance to any person, with including, without limitation, any officer, employee or director or beneficial owner of five percent (5%) or more of the Common Stock Company or any affiliate subsidiary, except advances and similar expenditures in the ordinary course of business or under the foregoing. Notwithstanding the foregoing, no consent terms of an employee stock or approval of the Holders will be required for, and option plan approved by the Board of Directors is expressly authorized to provide forand Investor; or h) the guarantee, directly or indirectly, of any indebtedness or obligations, except for trade accounts of any subsidiary arising in the issuance ordinary course of shares of Preferred Stock if such series would constitute Junior Securitiesbusiness. Any liquidation, by filing a certificate pursuant to the applicable law dissolution, recapitalization or reorganization of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights Company would require a unanimous vote of the shares of each such series and any qualificationsBoard Closing Condition- Series D: The Company further agrees to release approximately $780,000 held in Escrow to SDS Merchant Fund upon closing. SDS shall in lieu ‘put’ back the equivalent Series D stock as per the agreement laid out in the Series-D Securities Purchase Agreement dated March, limitations or restrictions thereon2003.

Protective Provisions. So For so long as any of the shares of Series E A Preferred Stock are remain outstanding, the Corporation shall notnot (including, without first obtaining limitation by amendment to the approval Charter or through a merger or consolidation, or otherwise), without the consent or the affirmative vote of the holders of at least fifty-one percent (by vote or written consent51%) of the Holders of a majority shares of the then outstanding shares of Series E A Preferred Stock outstanding at the time (the “Series A Majority”), given in person or by proxy, either in writing or at a meeting (with the Series A Preferred Stock voting separately as a class), (i) amend voluntarily or involuntarily liquidate, dissolve or wind up the rightsCorporation, preferences or privileges effect any merger or consolidation or any other liquidation event (other than the merger between an affiliate of the Corporation and Xxxxx Watermark Investors Incorporated on the Original Issue Date); provided, however, that the consent or the affirmative vote of the Series E Preferred Stock set forth A Majority shall not be required if, at the effective time of consummation of such transaction described in this Statement With Respect clause (i) (except to Sharesthe extent as otherwise provided in Section 6(b) above), the Series A Preferred receive the then-due full redemption price pursuant to Section 6(b) above; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter alter, or repeal any provision of the Articles Corporation’s Charter or bylaws or the governing documents of Incorporation its operating partnership in a manner that affects adversely the rights, preferences, privileges or Bylaws voting rights of the Corporationholders of the Series A Preferred; (viii) effect authorize, create or issue shares of any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction class or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior or any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to such transaction the Series A Preferred, or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting shares of Series A Preferred; provided, however, that any amendment to the Board of Directors; (viii) decrease Charter to authorize any increase in the number of authorized shares of Preferred Stock; (ix) redeem Stock or offer Common Stock or the creation or issuance of any other class or series of Parity Securities or Junior Securities, shall not be deemed to redeem adversely affect any right, preference, privilege or voting right of shares of Series E A Preferred Stock; or (xiv) authorize purchase or effect a transaction in which the Corporation would incur any debt secured by the assets redeem capital stock of the Corporation (excluding shares purchased pursuant to the Corporation’s share redemption plan to the extent funded with proceeds from the Corporation’s dividend reinvestment plan, or amend its current secured debt facility; or DRIP),3 except with respect to this clause (xiiv) enter into any transaction, other than employment or consulting agreements in as necessary to maintain the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more REIT status of the Common Stock Corporation. For purposes of this Section 8(b), the filing in accordance with applicable law of articles supplementary or any affiliate similar document setting forth or changing the designations, preferences, conversion or other rights, voting powers, restrictions, limitation as to dividends and other distributions, qualifications or other terms of any class or series of stock of the foregoingCorporation shall be deemed an amendment to the Charter. Notwithstanding Except as set forth herein, the foregoing, no consent or approval holders of the Holders will Series A Preferred Stock shall not have any voting rights with respect to, and the consent of the holders of shares of the Series A Preferred Stock shall not be required for, and the Board taking of Directors any corporate action that is expressly authorized required to provide for, maintain the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law REIT status of the Commonwealth Corporation, regardless of Pennsylvania, to establish from time to time the number of shares to be included in each effect that such series, and to fix corporate action or event may have upon the designation, powers, preferences and preferences, voting power or other rights or privileges of the shares of each such series and any qualifications, limitations or restrictions thereonSeries A Preferred Stock.

Protective Provisions. So long as any of the shares of Series E A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by the CO-CORP LAW) of the Holders holders of at least a majority of the then outstanding shares of Series E A Preferred Stock (i) amend Stock: alter or change the rights, preferences or privileges of the Series E A Preferred Stock set forth in this Statement With Respect or any capital stock of the Corporation so as to Sharesaffect adversely the Series A Preferred Stock; (ii) create any new class or series of capital stock that would constitute having a preference over the Series A Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined in Article II hereof, "Senior Securities"); create any new class or series of capital stock ranking pari passu with the Series A Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined in Article II hereof, "Pari Passu Securities"); increase the authorized number of shares of Series A Preferred Stock; issue any Senior Securities or Pari Passu Securities; (iii) redeemincrease the par value of the Common Stock, or declare do any act or pay any dividend thing not authorized or other distribution on account of, any contemplated by this Certificate of Designation which would result in taxation of the holders of shares of Common the Series A Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any comparable provision of the Articles of Incorporation or Bylaws of Internal Revenue Code as hereafter from time to time amended). In the Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or event holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than at least a majority of the aggregate voting power of the then outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E A Preferred Stock; (x) authorize or effect a transaction in which Stock agree to allow the Corporation would incur any debt secured by to alter or change the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powersrights, preferences and rights or privileges of the shares of each Series A Preferred Stock, pursuant to subsection (a) above, so as to affect the Series A Preferred Stock, then the Corporation will deliver notice of such series approved change to the holders of the Series A Preferred Stock that did not agree to such alteration or change (the "Dissenting Holders") and any qualifications, limitations Dissenting Holders shall have the right of Dissenting Stockholders under the NVGCL to petition for the payment of the fair value of their shares as it exists prior to such alteration or restrictions thereonchange or continue to hold their shares of Series A Preferred Stock.

Protective Provisions. So long as any of the Until fewer than 1,000,000 shares of Series E Convertible Preferred Stock are outstandingoutstanding (as adjusted for stock splits, stock dividends and the like), the Corporation Company shall not, without first obtaining the approval (by of the Board of Directors and the affirmative vote or written consent) consent of the Holders holders of a majority of the then outstanding shares of Series E Convertible Preferred Stock Stock: (i) amend authorize or issue (including, without limitation, by way of recapitalization), or obligate itself to authorize or issue, any equity security of the Corporation, or any other security exercisable for or convertible into an equity security of the Corporation, that has redemption rights or that is senior to or on parity with the Convertible Preferred Stock as to dividend rights, voting rights, liquidation preferences or any other rights, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Sharesprivileges; (ii) create any new class increase or series decrease (other than by conversion) the total number of capital stock that would constitute Senior Securities authorized shares of Convertible Preferred Stock or Pari Passu SecuritiesCommon Stock; (iii) redeemeffect any sale, lease, assignment, transfer or other conveyance or encumbrance of all or substantially all of the assets of the Corporation or any of its subsidiaries in one or more related transactions, or declare any consolidation or pay merger resulting in a change in control of the Company, or any dividend reclassification, recapitalization or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms change of any capital stock option plan for directors, officers, employees, advisors or consultants approved by of the Board of Directors)Corporation; (iv) amend, alter or repeal any provision change the authorized number of the Articles of Incorporation or Bylaws directors of the Corporation; (v) effect amend or repeal the Certificate (including by way of any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)Certificate of Designation) or Corporate Change (as defined in Section 7(b) hereof)the Corporation's Bylaws; (vi) authorize redeem, purchase or enter otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or common stock equivalents; provided, however, that this restriction shall not apply to the repurchase of up to a maximum of $100,000 of Common Stock per year from employees, officers, directors, consultants, advisors or other persons performing services for the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment; (vii) effect the liquidation, dissolution or winding up of the Corporation; or (viii) agree, promise, commit or undertake to do any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon.

Protective Provisions. So long as 10.1 Acts of the Group Companies Requiring Approval of Requisite Preferred Holders. Regardless of anything else contained herein or in the Charter Documents of any Group Company, no Group Company shall take, permit to occur, approve, authorize, or agree or commit to do any of the shares following, and each Party shall procure each Group Company not to, and the shareholders of the Company shall procure the Company not to, take, permit to occur, approve, authorize, or agree or commit to do any of the following, whether in a single transaction or a series of related transactions, whether directly or indirectly, and whether or not by amendment, merger, consolidation, scheme of arrangement, amalgamation, or otherwise, unless approved in writing by the Requisite Preferred Holders in advance; provided that (i) if any of the following affects adversely the Series E C Preferred Stock are outstandingShares specifically or affects adversely the Series C Preferred Shares differently from any other series of the Preferred Shares, the Corporation such approval shall not, without first obtaining also include the approval (by vote or written consent) of the Holders holders of at least a majority of the then-outstanding Series C Preferred Shares, (ii) if any of the following affects adversely the Series B Preferred Shares differently from any other series of the Preferred Shares, such approval shall also include the approval of the holders of a majority of the then then-outstanding shares of Series E B Preferred Stock (i) amend the rightsShares, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; and (iii) redeem, or declare or pay if any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Articles following affects adversely any series of Incorporation or Bylaws Series A Preferred Shares differently from any other series of the Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which Preferred Shares, such approval shall also include the holder or approval of the holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate then-outstanding Series A Preferred Shares (voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect together as a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business single class and on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon.an as-converted basis):

Protective Provisions. So long as any of the shares of Series E B Preferred Stock Shares are outstanding, the Corporation shall not, not without first obtaining the approval (by vote or written consent) of the Holders holders of at least a majority of the Series B Preferred Shares then outstanding shares outstanding, voting together as a separate class: 8.1. sell, lease, exchange, transfer, convey, exclusively license or otherwise dispose of Series E Preferred Stock (i) amend the rights, preferences all or privileges substantially all of the Series E Preferred Stock set forth in this Statement With Respect to Shares; Corporation's assets or merge into or consolidate with any other corporation (iiother than a wholly-owned subsidiary corporation provided that the Corporation is the surviving corporation) create or effect any new class transaction or series of capital stock that would constitute Senior Securities related transactions in which 50% or Pari Passu Securitiesmore of the voting power of the Corporation is transferred or otherwise disposed of; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) 8.2. amend, alter alter, or repeal any provision of the Articles Corporation's certificate of Incorporation incorporation or Bylaws (whether by merger, consolidation or otherwise) if such amendment, alteration or repeal would alter or change the powers, preferences or special rights of the CorporationSeries B Preferred Shares so as to effect them adversely; (v) effect 8.3. authorize, create or issue any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction class or series of stock or related transactions any other securities convertible into or exercisable for or issued in which the holder or holders of capital stock connection with equity securities of the Corporation immediately prior having rights, preferences or privileges superior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of on parity with the aggregate voting power of the outstanding capital stock of the surviving entitySeries B Preferred Shares; (vii) 8.4. increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Series B Preferred Stock; (ix8.5. pay any dividend or other distribution on, or make any repurchase or redemption of, any shares(s) redeem of any class or offer series of stock or other securities of the Corporation; provided, however, that this restriction shall not apply to redeem any shares of Series E Preferred Stockthe redemption described in Section 4; (x) authorize or effect a transaction in which the Corporation would 8.6. incur any debt secured obligations or any other liabilities (beyond those existing on the Series B Issuance Date), provided such restrictions will apply only with respect to: (A) the funding of merger, consolidation and acquisition transactions (or the portion thereof) undertaken by the Corporation or its affiliates that are paid in cash; and (B) financings by the Corporation and/or any of its subsidiaries (collectively, the "CBH Group") that are undertaken outside of the normal course of business such as capital expenditure, bank financing or refinancing, or similar funding normally undertaken by the CBH Group pursuant to prior board approvals or within pre-approved operating budgets; 8.7. asset disposals by the CBH Group over cumulative amount of $10,000,000 or resulting in total remaining carrying cost of net property, plant and equipment and other long-term tangible assets of the Corporation CBH Group decreasing below $15,000,000; 8.8. diversifications into ventures not related to the Corporation's core business on the Series B Issuance Date; 11 <PAGE> 8.9. the departure of Xx. Xxx Mingsheng or amend its current secured debt facilityMm. Xxxxx Xxxx from the CBH Group (voluntary or otherwise); or (xi) enter into 8.10. the occurrence of any transactiontransaction or series of related transaction pursuant to which stockholders of the Corporation comprising members of its senior management and directors on the Series B Issuance Date, other than employment and those shareholders affiliated with Suzhou Erye Pharmaceutical Company Ltd., sell, exchange, transfer, convey, pledge or consulting agreements otherwise dispose in full or in part any of their securities in the ordinary course of business on Corporation to an unrelated third party who then as a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more result will have the ability to exert control of the Common Stock or any affiliate Corporation by virtue of the foregoing. Notwithstanding the foregoing, no consent or approval gaining control of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereonthrough other similar means. 9.

Protective Provisions. So long as any of the Until fewer than 1,000,000 shares of Series E Convertible Preferred Stock are outstandingoutstanding (as adjusted for stock splits, stock dividends and the like), the Corporation Company shall not, without first obtaining the approval (by of the Board of Directors and the affirmative vote or written consent) consent of the Holders holders of a majority of the then outstanding shares of Series E Convertible Preferred Stock Stock: (i) amend authorize or issue (including, without limitation, by way of recapitalization), or obligate itself to authorize or issue, any equity security of the Corporation, or any other security exercisable for or convertible into an equity security of the Corporation, that has redemption rights or that is senior to or on parity with the Convertible Preferred Stock as to dividend rights, voting rights, liquidation preferences or any other rights, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Sharesprivileges; (ii) create any new class increase or series decrease (other than by conversion) the total number of capital stock that would constitute Senior Securities authorized shares of Convertible Preferred Stock or Pari Passu SecuritiesCommon Stock; (iii) redeemeffect any sale, lease, assignment, transfer or other conveyance or encumbrance of all or substantially all of the assets of the Corporation or any of its subsidiaries in one or more related transactions, or declare any consolidation or pay merger resulting in a change in control of the Company, or any dividend reclassification, recapitalization or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms change of any capital stock option plan for directors, officers, employees, advisors or consultants approved by of the Board of Directors)Corporation; (iv) amend, alter or repeal any provision change the authorized number of the Articles of Incorporation or Bylaws directors of the Corporation; (v) effect amend or repeal the Certificate (including by way of any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)Certificate of Designation) or Corporate Change (as defined in Section 7(b) hereof)the Corporation’s Bylaws; (vi) authorize redeem, purchase or enter otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or common stock equivalents; provided, however, that this restriction shall not apply to the repurchase of up to a maximum of $100,000 of Common Stock per year from employees, officers, directors, consultants, advisors or other persons performing services for the Corporation, pursuant to agreements under which the Corporation has the option to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment; (vii) effect the liquidation, dissolution or winding up of the Corporation; or (viii) agree, promise, commit or undertake to do any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon.

Protective Provisions. So long as any Until the closing by the Company of an additional $5,000,000 equity financing from institutional investors, approval of the shares holders of Series E Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent) at least 2/3 of the Holders of a majority of the then outstanding shares of the Series E A-1 Preferred Stock voting together separately as a class will be required for: a) a merger, sale of all, or substantially all of the assets or intellectual property, recapitalization, or reorganization of the Company; b) the authorization or issuance of any equity security having any right, preference or priority superior to or on parity with the Series A-1 Preferred (iexcluding debt not convertible into any such senior or pari passu equity security); c) amend the redemption, repurchase or acquisition, directly or indirectly, through subsidiaries or otherwise, of any equity securities (other than the repurchase of equity securities of the Company at cost upon termination of employment or service pursuant to vesting agreements or stockholder agreements or a repurchase of the Series A-1 Preferred) or the payment of dividends or other distributions on equity securities by the Company (other than on the Series A-1 Preferred); d) any amendment or repeal of any provision of the Company’s certificate of incorporation or by-laws that would adversely affect the rights, preferences preferences, or privileges of the Series E Preferred Stock set forth A-1 Preferred; e) a significant change in this Statement With Respect the principal business of the Company as conducted at the time of the consummation of the closing of the Merger; f) the making of any loan or advance to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (entity other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Articles of Incorporation or Bylaws of the Corporation; (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practicesunless it is wholly owned by the Company; g) the making of any loan or advance to any person, with including, without limitation, any officer, employee or director or beneficial owner of five percent (5%) or more of the Common Stock Company or any affiliate subsidiary, except advances and similar expenditures in the ordinary course of business or under the foregoing. Notwithstanding the foregoing, no consent terms of an employee stock or approval of the Holders will be required for, and option plan approved by the Board of Directors is expressly authorized to provide forand Investor; or h) the guarantee, directly or indirectly, of any indebtedness or obligations, except for trade accounts of any subsidiary arising in the issuance ordinary course of shares of Preferred Stock if such series would constitute Junior Securitiesbusiness. Any liquidation, by filing a certificate pursuant to the applicable law dissolution, recapitalization or reorganization of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights Company would require a unanimous vote of the shares of each such series and any qualifications, limitations or restrictions thereon.Board Other Terms

Protective Provisions. So long as any of the shares of Series E Preferred Stock are outstanding, the Corporation (a) The Company shall not, without first obtaining the approval (by vote or written consent) consent of the Holders of a majority of the then outstanding shares of Series E Preferred Stock each Shareholder: (i) amend the rights, preferences or privileges of the Series E Preferred Stock set forth in this Statement With Respect to Shares; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal any provision of the Memorandum and Articles of Incorporation Association in a manner that would adversely effect any Shareholder; (ii) sell, transfer or Bylaws lease, whether in a single transaction or pursuant to a series of related transactions or plan, all or a substantial portion of the Corporationassets of the Company or any of its material Subsidiaries; (iii) effect a voluntary liquidation, dissolution or winding up of the Company or any of its material Subsidiaries; (iv) approve any merger, scheme of amalgamation or similar transaction in connection with which (i) the Shares held immediately prior to a transaction by a Shareholder will be diluted disproportionately to any other Shareholders (except where this arises in a transaction involving the issuance of Shares by the Company and a Shareholder has not exercised its pre-emptive rights set out in Article IV) or (ii) any Shareholder would not receive the same form of consideration as any other Shareholders; or (v) effect convert (by merger or otherwise) the Company from an exempted company incorporated in the Cayman Islands with limited liability to any transaction that would be deemed a Liquidation Event other entity, other than an entity with the same tax attributes in another jurisdiction. (as defined in Section 6(a)b) The Company shall not, without Supermajority Consent: (i) appoint outside independent auditors for the Company or Corporate Change (as defined in Section 7(b) hereof)replace such auditors; (viii) authorize materially change the nature of the business of the Company and its Subsidiaries; or (iii) issue equity incentive awards (either in the form of options, restricted stock or other similar awards) to directors, officers or employees, which awards represent in the aggregate in excess of 10% of the outstanding Shares, calculated as of December 29, 2006 (giving effect to any stock splits, combinations or similar transactions effected after such date). (c) The Company shall not enter into any transaction or series or related transactions in which Related Party Transaction unless approved by the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than Shareholders representing a majority of the aggregate voting power outstanding Shares (other than those Shares Beneficially Owned by any Shareholder who may have an interest (other than as a Shareholder) in such Related Party Transaction, either directly or indirectly through such Shareholder’s Affiliates or a Significant Shareholder Debtor, as the case may be). (d) The Company shall not redeem Capital Securities other than on a pro rata basis from every Shareholder holding such Capital Securities and the Company shall not redeem debt securities held by any Shareholder or any of its Affiliates, except as required by the Note Purchase Agreement or the terms of the outstanding capital stock Notes; provided that the foregoing shall not prohibit the redemption or repurchase of Capital Securities issued to directors, officers or employees of the surviving entity; (vii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets of the Corporation or amend its current secured debt facility; or (xi) enter into any transactionCompany, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more of the Common Stock or any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereon.whether originally issued

Protective Provisions. So Subject to Delaware law, so long as any at least 500,000 shares of the shares of Series E A Preferred Stock are outstandingremain outstanding and owned by the Investor, the Corporation Company shall not, without first obtaining the approval (approval, by vote or written consent) consent of the Holders of Investor and a majority of the then Board of Directors of the Company and, if required under Delaware law, a majority of the outstanding shares of Series E Preferred Stock (i) amend the rights, preferences or privileges voting equity securities of the Series E Preferred Stock set forth in this Statement With Respect to SharesCompany, voting as a single class (1) liquidate, dissolve or wind up the affairs of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; (ii) create any new class or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv2) amend, alter alter, or repeal any provision of the Articles Company’s Certificate of Incorporation or Bylaws in a manner materially adverse to the Series A Preferred Stock; (3) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, 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 the Board, including the approval of the CorporationSeries A Directors; (v5) effect adopt any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will holdequity incentive plan, immediately after such transaction or series of transactions, less than unless approved by a majority of the aggregate voting power Board of Directors of the outstanding capital stock Company; (6) sell or dispose of the surviving entitywhole or a substantial part of the assets of the Company and/or any subsidiary; (vii7) approve or make adjustments or modifications to terms of transactions involving the interest of any director or shareholder of the Company and/or affiliate, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder of the Company and/or affiliates, except any such transactions between the Company and PESI, the Company and Digirad or those transactions that have been approved by a majority of the Board of Directors of the Company; or (8) increase or decrease the authorized number size of directors constituting the Board Board; If at any time the Investor owns a majority of Directors; (viii) decrease the number of authorized outstanding voting shares of Preferred Stock; (ix) redeem the Company, the Company shall not, without approval, by vote or offer to redeem any shares of Series E Preferred Stock; (x) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets written consent of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more non-Investor shareholders of the Common Stock Company, carry out or perform any affiliate of the foregoing. Notwithstanding the foregoing, no consent or approval of the Holders will be required for, and the Board of Directors is expressly authorized to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included actions listed above in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereonthis paragraph “Protective Provisions”.

Protective Provisions. So long as any of the shares of Series E B Preferred Stock are remains outstanding, the Corporation Company shall not, without first obtaining the approval (by vote or written consent) consent from holders of the Holders of at least a majority of the then outstanding shares Series B Preferred Stock, including XL (the “Series B Majority”), take any of the actions described requiring the approval of the Series E A Preferred Stock Director pursuant to the Current Charter, as well as (i) amend adversely and disproportionately alter or change the rights, preferences or privileges of the Series E B Preferred Stock set forth in this Statement With Respect to Shares; Stock, (ii) create any new class amend or series of capital stock that would constitute Senior Securities or Pari Passu Securities; (iii) redeem, or declare or pay any dividend or other distribution on account of, any shares of Common Stock or Junior Securities (other than pursuant to the terms of any stock option plan for directors, officers, employees, advisors or consultants approved by the Board of Directors); (iv) amend, alter or repeal waive any provision of the Articles Company’s Certificate of Incorporation or Bylaws By-laws in a manner that would adversely and disproportionately alter or change the rights, preferences or privileges of the Corporation; Series B Preferred Stock, or (v) effect any transaction that would be deemed a Liquidation Event (as defined in Section 6(a)) or Corporate Change (as defined in Section 7(b) hereof); (vi) authorize or enter into any transaction or series or related transactions in which the holder or holders of capital stock of the Corporation immediately prior to such transaction or series of transactions will hold, immediately after such transaction or series of transactions, less than a majority of the aggregate voting power of the outstanding capital stock of the surviving entity; (viiiii) increase or decrease the authorized number of directors constituting the Board of Directors; (viii) decrease the number of authorized shares of Preferred Stock; (ix) redeem or offer to redeem any shares of Series E B Preferred Stock. It is understood that the creation of a senior to or pari passu series or class of stock shall not, by itself, trigger clauses (i) or (ii); nor shall the proportional differences in the amounts of respective issue prices, liquidation preferences, and conversion prices arising out of differences in the original issue price vis-à-vis other series or class of stock. The Company’s charter will provide that, except as provided by law and indicated above, each series of Preferred Stock will vote together with all other series of Preferred Stock on all matters, and not as a separate series or class. Drag-Along: In connection with any Deemed Liquidation Event, all of the Company’s stockholders shall vote for any such Deemed Liquidation Event approved by (i) the Board; (xii) authorize or effect a transaction in which the Corporation would incur any debt secured by the assets approval of the Corporation or amend its current secured debt facility; or (xi) enter into any transaction, other than employment or consulting agreements in the ordinary course holders of business on a basis consistent with past practices, with any officer, director or beneficial owner of five percent (5%) or more majority of the Common Stock or any affiliate Stock; and (iii) the holders of a majority of the foregoingPreferred Stock, which shall include XL for so long as it holds Preferred Stock, voting together as a separate class. Notwithstanding the foregoing, no consent or approval of the Holders The Company’s equity incentive plan will be required for, and the Board of Directors is expressly authorized contain provisions binding all optionees to provide for, the issuance of shares of Preferred Stock if such series would constitute Junior Securities, by filing a certificate pursuant to the applicable law of the Commonwealth of Pennsylvania, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereonthis provision.