Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. Upon liquidation, dissolution and winding up of the Corporation (whether voluntary or involuntary) (a "Liquidation Event"), the Corporation shall pay to the holders of the Series I Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3.

Liquidation Preference. Upon liquidation, dissolution and winding up (ii) If the per-share value of the Corporation (whether voluntary stock, cash, other assets or involuntary) (a "any combination thereof to be received by the holders of Series C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event is an amount that is less than the Series C-2 Liquidation Event")Preference, then the Corporation shall pay will notify each holder of Series C-2 Preferred Stock at least fifteen (15) days prior to the effective date of such Preferred Stock Conversion Event, and at the sole election of the holders of a majority of the Series C-2 Preferred Stock, and only to the extent that the per-share value to be received by the holders of the Series I C-2 Preferred Stock (unless otherwise provided for is an amount that is less than the Series C-2 Liquidation Preference, after giving effect to and including in the resolution or resolutions creating such stock) calculation of the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets per-share value to be distributed among to such holders any amounts paid or payable to such holders under the Option Agreement, (A) the Preferred Stock Conversion Price applicable to the Series C-2 Preferred Stock will be adjusted immediately prior to the Preferred Stock Conversion Event such that the total value of the securities to be received by the holders of Series C-2 Preferred Stock for each share of Series C-2 Preferred Stock to be converted in such Preferred Stock Conversion Event will be equal to the Series C-2 Liquidation Preference, (B) the Corporation shall make a Cash Payment to the holders of each share of Series C-2 Preferred Stock such that the value of the securities to be received by the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H C-2 Preferred Stock and Series I Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and for each share of Common Series C-2 Preferred Stock to be converted in connection with such Preferred Stock Conversion Event plus such Cash Payment will equal the Series C-2 Liquidation Event. A change of control Preference or (C) a combination of the Corporation actions described in (A) and (B) shall not be deemed a Liquidation Event for purposes made, provided that the total amount of this Section 3.value received by such holders in any such combination of the actions described in (A) and (B) shall not, in the aggregate, exceed the aggregate Series C-2

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the rights of series of Preferred Stock that may from time to time come into existence, the Corporation holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall pay be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series I A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "ShareOriginal Series A Issue Price") plus any accrued and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends thereonon each share, (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share and (iii) with respect to the Series C Preferred Stock, an amount per share equal to the sum of (A) $8.00 for each outstanding share of Series C Preferred Stock (the "Original Series C Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series C Issue Price, compounded annually from the Series C Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon any the occurrence of such Liquidation Eventevent, the Corporation's assets to be and funds thus distributed among the holders of the Junior SecuritiesSeries A Preferred Stock, Series B Preferred Stock, Stock and Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant full aforesaid preferential amounts, then, subject to the Corporation's Amended and Restated Certificate rights of Incorporation, as amended series of Preferred Stock that may from time to time (the "Charter")come into existence, as applicable, then the entire assets and funds of the corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the CharterSeries A Preferred Stock, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H B Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior Stock in proportion to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to such stock owned by each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this Corporation, either voluntary or involuntary) (a "Liquidation Event"), the holders of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation shall pay to the holders of the Common Stock or any other junior equity security by reason of their ownership thereof an amount for each share of Series I A Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior SecuritiesStock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Stock and Series F E Preferred Stock, respectively, held by such holder equal to the sum of (i) $1.00 for each such outstanding share of Series G Preferred Stock, Series H A Preferred Stock and (the "Original Series I A Issue Price"), (ii) $1.10 for each such outstanding share of Series B Preferred Stock are (the "Original Series B Issue Price"), (iii) $1.25 for each such outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $2.3073 for each outstanding share of Series D Preferred Stock (the "Original Series D Issue Price"), (v) $3.036 for each outstanding share of Series E Preferred Stock (the "Original Series E Issue Price") and (vi) in each case, an amount equal to all declared but unpaid dividends on each such share. If upon the occurrence of such an event the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull aforesaid preferential amounts, then the entire assets and funds of this Corporation legally available to for distribution shall be distributed distributed, ratably among the holders of the Preferred Stock in proportion to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 product of the Charter, with liquidation preference of each such share and the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date number of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to shares owned by each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the rights of series of Preferred Stock that may from time to time come into existence, the Corporation holders of Series A Preferred Stock and Series B Preferred Stock shall pay be entitled to receive, pro-rata and prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, (i) with respect to the Series I A Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series A Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "ShareOriginal Series A Issue Price") plus any accrued and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series A Issue Price, compounded annually from the Series A Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends thereonon each share and (ii) with respect to the Series B Preferred Stock, an amount per share equal to the sum of (A) $6.675 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price") and (B) an amount equal to the sum of (I) five percent (5%) return on the Original Series B Issue Price, compounded annually from the Series B Purchase Date (as defined herein) through the date of liquidation, dissolution or winding up of this corporation and (II) declared but unpaid dividends on each share. If upon any the occurrence of such Liquidation Eventevent, the Corporation's assets to be and funds thus distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H A Preferred Stock and Series I B Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant full aforesaid preferential amounts, then, subject to the Corporation's Amended and Restated Certificate rights of Incorporation, as amended series of Preferred Stock that may from time to time (the "Charter")come into existence, as applicable, then the entire assets and funds of the corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I A Pre- ferred Stock and Series B Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior in proportion to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to such stock owned by each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon liquidation4.1. In the event of any Liquidation, dissolution and winding up before any payment or distribution of the assets of the Corporation (whether voluntary capital or involuntarysurplus) shall be made to or set apart for the holders of Junior Shares, the holders of Series D Preferred Shares shall be entitled (subject to the Continuation Right of such holders described below) to receive an amount in cash equal to the greater of (i) (a "A) Thirteen Dollars and Fifty Nine Cents ($13.59) per Series D Preferred Share plus dividends (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution to such holder (the “Liquidation Event"Preference”) plus (B) 20.0% (the “Premium”), (ii) an amount per Series D Preferred Share equal to the Corporation amount that would have been payable had each Series D Preferred Share been converted into Common Shares at the Conversion Price immediately prior to such Liquidation (for purposes of this clause (ii), assuming that the day prior to the Liquidation is the Conversion Election Date) or (iii) the consideration payable to the holders of Common Shares in such Liquidation. The foregoing amounts shall pay be subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the capital structure of the Series D Preferred Shares. Until the holders of the Series I D Preferred Stock (unless otherwise provided for Shares have been paid the Liquidation Preference in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable full, no payment will be made to such shares (eachany holder of Junior Shares upon Liquidation. If, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation EventLiquidation, the assets of the Corporation's assets , or proceeds thereof, distributable among the holders of Series D Preferred Shares shall be insufficient to pay in full the preferential amount aforesaid and liquidating payments on any other shares of any class or series of Parity Shares, then such assets, or the proceeds thereof, shall be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, such Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock Shares and Series I Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed other Parity Shares ratably in accordance with the priorities set forth amounts that would be payable on such Series D Preferred Shares and such other Parity Shares if all amounts payable thereon were paid in Article IVfull. In connection with a Merger Liquidation (as defined below), Section 3 each holder of Series D Preferred Shares shall have the Charterright (a “Continuation Right”) to elect, with by delivering written notice to the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and Corporation not less than five Business Days prior to the Merger Liquidation, to require the Corporation to make provision for the Series B and C D Preferred Stock. Not less than sixty (60) days prior Shares to be assumed by the payment date surviving entity as described in Section 7(h); provided, however, notwithstanding the election by any of the Liquidation Valueholders of the Series D Preferred Shares of the Continuation Right, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stockhave the right, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such any Merger Liquidation, to elect, by delivering written notice to the holders of Series D Preferred Shares at any time prior to the Merger Liquidation, to redeem any or all of the outstanding Series D Preferred Shares for an amount per Series D Preferred Share equal to the Liquidation EventPreference plus the Premium. A change of control “Merger Liquidation” shall be a Liquidation which constitutes a consolidation or merger of the Corporation with one or more entities that are not affiliates of the Corporation and as a result of which the Corporation is not the surviving entity. Upon a merger or consolidation of the Corporation with one or more entities that are affiliates of the Corporation, the Corporation shall not make provision for the Series D Preferred Shares to be deemed a Liquidation Event for purposes of this assumed by the surviving entity as described in Section 37(h).

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether voluntary Corporation, prior and in preference to any distribution of any of the assets or involuntary) (a "Liquidation Event"), funds of the Corporation shall pay to the holders of Series C-1 Preferred Stock and any Junior Securities by reason of their ownership of such stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive for each outstanding share of Series A Preferred Stock and Series B Preferred Stock then held by them an amount equal to $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). Following the payment of the Series I A/B Liquidation Preference, and prior and in preference to any distribution of any of the assets or funds of the Corporation to the holders of Junior Securities by reason of their ownership of such stock, the holders of Series C-1 Preferred Stock shall be entitled to receive for each outstanding share of Series C-1 Preferred Stock then held by them in an amount equal to $1,000.00 (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate "Series C-1 Liquidation Value attributable to such shares (each, a "SharePreference") plus any accrued declared but unpaid dividends thereonon such shares (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). If If, upon any such Liquidation Eventthe occurrence of a liquidation, dissolution or winding up, the Corporation's assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be insufficient to permit the payment of the full aforementioned preferential amount on the Series C-1 Preferred Stock, then the entire assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H C-1 Preferred Stock and Series I Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed any other such Parity Securities ratably in accordance with the priorities set forth in Article IV, Section 3 respective amounts that would be payable on such shares of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H C-1 Preferred Stock and prior to such Parity Securities if the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth amounts payable thereon were paid in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3full.

Liquidation Preference. Upon liquidation, 8.1.1. In the event of: (i) any dissolution and winding up or liquidation of the Corporation Company; or (whether voluntary ii) the appointment of a receiver or involuntaryliquidator with respect to all or substantially all of the Company's assets: (A) (a "Liquidation Event"), the Corporation shall pay to the holders of the Series I Preferred Stock B Shares at such event, shall be entitled to receive, prior to and in preference to any payments to any of the holders of any other classes of shares of the Company, in full, the U.S. Dollar amount paid for such Preferred B Shares plus interest on such amount of 10% per year (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "SharePreferred B Preference Amount") plus any accrued but unpaid dividends thereon). If upon any such Liquidation Event, the Corporation's assets to be thus distributed among the holders of the Junior Securities, Series Preferred B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are Shares shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull Preferred B Preference Amount, then the entire assets available to be distributed to the Corporation's stockholders for distribution shall be distributed pro-rata among the holders of the Preferred B Shares in accordance proportion to the Preferred B Preference Amount each such holder would otherwise have been entitled to receive; and (B) after payment to holders of Preferred B Shares of the Preferred B Preference Amount, prior to and in preference to any distribution of the entire remaining assets and funds of the Company legally available for distribution, if any, to the holders of all other classes of shares, Isratech shall be entitled to receive in full, the US Dollar amount paid by Isratech for each of the Ordinary A Shares, held by Isratech at that time (the aggregate amount shall be not more than USD 1,000,000), plus interest on such amount of 4% per year (the "Isratech Preference Amount") (which collectively together with the priorities set forth in Article IV, Section 3 Preferred B Preference Amount shall be hereinafter referred to as the "Preference Amount"); and (C) after payment to the holders of the CharterPreferred B Shares and Israetech of the respective Preference Amounts, with the Series I Preferred Stock ranking pari passu with entire remaining assets and funds of the Series DCompany legally available for distribution, Fif any, G and H Preferred Stock and prior shall be distributed ratably to the Series holders of all Ordinary Shares, Ordinary A Shares and Preferred B and C Shares (treating the Preferred Stock. Not less than sixty (60) days prior B Shares on an as converted basis), in each case in proportion to the payment date nominal value of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3shares then held by them.

Liquidation Preference. (a) Upon any voluntary or involuntary liquidation, dissolution and or winding up of the Corporation, each Series 6 Preferred Share entitles the holder thereof to receive and to be paid out of the assets of the Corporation available for distribution, before any distribution or payment may be made to a holder of any Class A Shares, any Class B Shares of the Corporation (whether voluntary or involuntary) (a "Liquidation Event"the “Class B Shares”), any Class C Shares of the Corporation shall pay (“Class C Shares”) or any other shares ranking junior as to capital to the holders Series 6 Preferred Shares, an amount per Series 6 Preferred Share equal to the greater of (i) the Series I Preferred Stock Base Liquidation Preference (unless otherwise as defined below), as increased by the Accretion Rate (as defined below) from the most recent Quarterly Compounding Date to the date of such liquidation, dissolution or winding up (without duplication of changes to the Base Liquidation Preference as provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share"SECTION 3(b)) plus any accrued but unpaid dividends thereon. If upon any such Liquidation EventDividends with respect thereto, and (ii) an amount equal to the Corporation's assets to be distributed among amount the holders of the Junior SecuritiesSeries 6 Preferred Shares would have received per Series 6 Preferred Share upon liquidation, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are insufficient to permit payment to dissolution or winding up of the Corporation had such holders of the aggregate amount of converted their respective liquidation preference pursuant Series 6 Preferred Shares into Class A Shares immediately prior thereto, without giving effect to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities limitations set forth in Article IV, Section 3 SECTION 6(b) and disregarding any rounding for fractional amounts (the greater of the Charteramount in clause (i) and clause (ii), with the Series I Preferred Stock ranking pari passu with “Liquidation Preference”). Notwithstanding the Series Dforegoing or anything in this Designation to the contrary, F, G and H Preferred Stock and immediately prior to and conditioned upon the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if the amount set forth in clause (i) above is greater than the amount set forth in clause (ii) above, any holder of outstanding Series B 6 Preferred Shares shall have the right to convert its Series 6 Preferred Shares into Class A Shares by substituting the Fair Market Value of a Class A Share for the then-applicable Conversion Price (as defined below) and C Preferred Stock. Not less than sixty (60) days prior without giving effect to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting limitations set forth in reasonable detail the amount of proceeds to be paid with respect to each Share SECTION 6(b) and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event disregarding any rounding for purposes of this Section 3fractional amounts.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the Corporation shall pay rights of series of Preferred Stock that may from time to time come into existence, the holders of the Series I A Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon. If upon any such Liquidation Event, the Corporation's assets to be distributed among the holders of the Junior SecuritiesStock, Series B Preferred Stock, Series C Preferred Stock, Series D Z Preferred Stock, Series F A-1 Preferred Stock, Series G B-1 Preferred Stock and Series C-1 Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Series J Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $0.50 for each outstanding share of Series A Preferred Stock (the "Original Series A Issue Price"), (ii) $0.75 for each outstanding share of Series B Preferred Stock (the "Original Series B Issue Price"), (iii) $0.62 for each outstanding share of Series C Preferred Stock (the "Original Series C Issue Price"), (iv) $0.50 for each outstanding share of Series Z Preferred Stock (the "Original Series Z Issue Price"), (v) $0.50 for each outstanding share of Series A-1 Preferred Stock (the "Original Series A-1 Issue Price"), (vi) $0.75 for each outstanding share of Series B-1 Preferred Stock (the "Original Series B-1 Issue Price"), (vii) $0.62 for each outstanding share of Series C-1 Preferred Stock (the "Original Series C-1 Issue Price") and (viii) an amount equal to declared but unpaid dividends on such share of Series A Preferred Stock, Series H B Preferred Stock, Series C Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series I C-1 Preferred Stock, respectively. If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series Z Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock are and Series C-1 Preferred Stock shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant full aforesaid preferential amounts, then, subject to the Corporation's Amended and Restated Certificate rights of Incorporation, as amended series of Preferred Stock that may from time to time (the "Charter")come into existence, as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed in accordance with the priorities set forth in Article IV, Section 3 and funds of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3.corporation

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether voluntary Corporation, prior and in preference to any distribution of any of the assets or involuntary) (a "Liquidation Event"), funds of the Corporation shall pay to the holders of Series C-2 Preferred Stock and any Junior Securities by reason of their ownership of such stock, the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive for each outstanding share of Series A Preferred Stock and Series B Preferred Stock then held by them an amount equal to $1,000.00 (the "Series A/B Liquidation Preference") plus accrued and unpaid cumulative dividends on such share (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). Following the payment of the Series I A/B Liquidation Preference, and prior and in preference to any distribution of any of the assets or funds of the Corporation to the holders of Junior Securities by reason of their ownership of such stock, the holders of Series C-2 Preferred Stock shall be entitled to receive for each outstanding share of Series C-2 Preferred Stock then held by them in an amount equal to $1,000.00 (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate "Series C-2 Liquidation Value attributable to such shares (each, a "SharePreference") plus any accrued declared but unpaid dividends thereonon such shares (as adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like). If If, upon any such Liquidation Eventthe occurrence of a liquidation, dissolution or winding up, the Corporation's assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be insufficient to permit the payment of the full aforementioned preferential amount on the Series C-2 Preferred Stock, then the entire assets and funds of the Corporation legally available for distribution to stockholders by reason of their ownership of stock of the Corporation shall be distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H C-2 Preferred Stock and Series I Preferred Stock are insufficient to permit payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicable, then the entire assets available to be distributed to the Corporation's stockholders shall be distributed any other such Parity Securities ratably in accordance with the priorities set forth in Article IV, Section 3 respective amounts that would be payable on such shares of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H C-2 Preferred Stock and prior to such Parity Securities if the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth amounts payable thereon were paid in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3full.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this Corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of Series AA Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation shall pay to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $30.59 for each outstanding share of Series I AA Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "ShareOriginal Series AA Issue Price") plus (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series AA Preferred Stock), (ii) accrued but unpaid dividends thereonon such share, and (iii) a per share amount equal to the difference obtained by subtracting (A) the product of ten percent of the annual per share dividend multiplied by a fraction, the numerator of which is the number of days elapsed since the date upon which the first share of Series AA Preferred Stock was first issued (the "Purchase Date") and the denominator of which is 365, from (B) the annual per share dividend. The sum obtained by adding the amounts described in clauses (i), (ii) and (iii) of the preceding sentence is referred to herein as the "Series AA Liquidation Preference". If upon any the occurrence of such Liquidation Eventevent, the Corporation's assets to be and funds thus distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H AA Preferred Stock and Series I Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant full aforesaid preferential amounts, then, subject to the Corporation's Amended and Restated Certificate rights of Incorporation, as amended series of Preferred Stock that may from time to time (the "Charter")come into existence, as applicable, then the entire assets and funds of this Corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I AA Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior in proportion to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to such stock owned by each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the rights of series of Preferred Stock which may from time to time come into existence, the Corporation holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall pay be entitled to receive, prior and in preference to any distribution of any of the assets of this corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.00 for each outstanding share of Series I A Preferred Stock, $4.45 for each outstanding share of Series B Preferred Stock and $8.04 for each outstanding share of Series C Preferred Stock (unless otherwise provided for in hereafter referred to as the resolution or resolutions creating such stock"Original Series A Issue Price", "Original Series B Issue Price," and "Original Series C Issue Price", respectively), and (ii) the aggregate Liquidation Value attributable an amount equal to such shares (each, a "Share") plus any accrued declared but unpaid dividends thereonon such share. If upon any the occurrence of such Liquidation Eventevent, the Corporation's assets to be and funds thus distributed among the holders of the Junior SecuritiesSeries A Preferred Stock, Series B Preferred Stock, Stock and Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant full aforesaid preferential amounts, then, subject to the Corporation's Amended and Restated Certificate rights of Incorporation, as amended series of Preferred Stock which may from time to time (the "Charter")come into existence, as applicable, then the entire assets and funds of the corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the CharterSeries A Preferred Stock, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H B Preferred Stock and prior Series C Preferred Stock in proportion to the Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date product of the Liquidation Value, liquidation preference of each such share and the Corporation shall mail written notice number of any such Liquidation Event to shares owned by each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon (a) In the event of any liquidation, dissolution and or winding up of the Corporation (whether this Corporation, either voluntary or involuntary) (a "Liquidation Event"), subject to the rights of series of Preferred Stock which may from time to time come into existence, the holders of Series B Preferred Stock and Series C Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation shall pay to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $3.20511 for each outstanding share of Series I B Preferred Stock (unless otherwise provided subject to appropriate adjustments for in stock splits, stock dividends, combinations or other recapitalizations and hereafter referred to as the resolution "Original Series B Issue Price"), plus declared but unpaid dividends and (ii) $5.38126 for each outstanding share of Series C Preferred Stock (subject to appropriate adjustments for stock splits, stock dividends, combinations or resolutions creating such stock) other recapitalizations and hereafter referred to as the aggregate Liquidation Value attributable to such shares (each, a "ShareOriginal Series C Issue Price") plus any accrued declared but unpaid dividends thereonand (iii) an amount equal to eight percent (8%) compounded per annum on the Original Series B Issue Price and on the Original Series C Issue Price calculated from the date of the initial issuance and sale of shares of Series B Preferred Stock and Series C Preferred Stock, respectively, and on declared but unpaid dividends from the date of declaration through the effective date of the liquidation, dissolution or winding up of this Corporation. If upon any the occurrence of such Liquidation Eventevent, the Corporation's assets to be and funds thus distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I C Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull aforesaid preferential amount, then the entire assets and funds of the Corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H B Preferred Stock and prior to the Series B and C Preferred Stock. Not less than sixty (60) days prior Stock in proportion to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to such stock owned by each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3holder.

Liquidation Preference. Upon (i) In the event of any liquidation, dissolution and or winding up of the Corporation (Company, whether voluntary or involuntary) (, each holder of the Preferred Shares shall be entitled to receive, on a "Liquidation Event")pro rata basis, prior and in preference to any distribution of any of the Corporation shall pay assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, (A) in the case of the Series I A Preferred Stock Shares, the greater of (unless otherwise provided for in the resolution or resolutions creating such stock1) the aggregate Liquidation Value attributable to sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such shares holder and (each, a "Share"y) plus any accrued and all declared but unpaid dividends thereon. If upon any on each such Liquidation EventSeries A Preferred Share and (2) such amount per Series A Preferred Share as would have been payable had all such Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the Corporation's “Series A Liquidation Preference”), and (B) in the case of the Series B Preferred Shares, the greater of (1) the sum of (x) the Series B Preferred Shares Purchase price (as adjusted for any share dividends, combinations, splits, recapitalizations, or the like on, of or affecting the Series B Preferred Shares), for each Series B Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series B Preferred Share and (2) such amount per Series B Preferred Share as would have been payable had all such Series B Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Series B Liquidation Preference”). If, upon the occurrence of such event, the assets to be and funds thus distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are Shares shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull Liquidation Preference, then the entire assets and funds of the Company legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with pro rata among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior Shares in proportion to the Series B and C Preferred Stockrelevant Liquidation Preference each such holder is otherwise entitled to receive. Not less than sixty (60) days prior to the payment date of the Liquidation Value, the Corporation shall mail written notice of If any such Liquidation Event to each record holder of Series I Preferred StockShares shall be deemed to have converted Preferred Shares into Ordinary Shares pursuant to this paragraph, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with then such Liquidation Event. A change of control of the Corporation holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Shares that have not converted (or have not been deemed a Liquidation Event for purposes of this Section 3to have converted) into Ordinary Shares.

Liquidation Preference. Upon (a) Subject to the rights of additional series of Preferred Stock which may be designated by the Board from time to time subject to Section 6 hereof, in the event of any liquidation, dissolution and or winding up of the Corporation (whether voluntary corporation, either voluntarily or involuntary) (a "Liquidation Event")involuntarily, the Corporation holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and Series F Preferred shall pay be entitled to receive, prior and in preference to any distribution of any of the assets of the corporation to the holders of the Junior Shares by reason of their ownership thereof, an amount per share equal to $0.3125 (the "Original Series I Preferred Stock (unless otherwise provided for in the resolution or resolutions creating such stock) the aggregate Liquidation Value attributable to such shares (each, a "ShareA Issue Price") plus any accrued declared but unpaid dividends thereonfor each share of Series A Preferred then held by them, $1.875 (the "Original Series B Issue Price") plus any declared but unpaid dividends for each share of Series B Preferred then held by them, $6.25 (the "Original Series C Issue Price") plus any declared but unpaid dividends for each share of Series C Preferred then held by them, $3.775 (the "Original Series D Issue Price") plus any declared but unpaid dividends for each share of Series D Preferred then held by them, $3.775 (the "Original Series E Issue Price") plus any declared but unpaid dividends for each share of Series E Preferred then held by them, and $6.125 (the "Original Series F Issue Price") plus any declared but unpaid dividends for each share of Series F Preferred then held by them. If upon any such Liquidation EventAfter payment to the holders of the Preferred of the amounts set forth in this Section 3, the Corporation's entire remaining assets to and funds of the corporation legally available for distribution, if any, shall be distributed among the holders of the Junior SecuritiesShares in proportion to the shares of Common Stock then held by them and the shares of Common Stock which they then have the right to acquire upon conversion of any other Junior Shares then held by them. If, Series B upon the occurrence of such event, the assets thus distributed among the holders of the Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull aforesaid preferential amount, then the entire assets and funds of the corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior in proportion to the Original Series A Issue Price, the Original Series B and C Preferred Stock. Not less than sixty (60) days prior to the payment date of the Liquidation ValueIssue Price, the Corporation shall mail written notice of Original Series C Issue Price, the Original Series D Issue Price, the Original Series E Issue Price and the Original Series F Issue Price of, plus any such Liquidation Event to each record holder declared but unpaid dividends on, the shares of Series I A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3or Series F Preferred then held by them.

Liquidation Preference. Upon In the event of any liquidation, dissolution and or winding up of the Corporation (whether Corporation, either voluntary or involuntary) , or any Deemed Liquidation Event (a "Liquidation Event"as defined below), subject to the Corporation shall pay rights of any series of Preferred Stock that may from time to time come into existence, the holders of the Series I C Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to its shareholders prior and in preference to any distribution of any of the assets of the Corporation to the holders of Series B Preferred Stock, Series A Preferred Stock, Common Stock or any other shares of capital stock of the Corporation by reason of their ownership thereof, an amount per share equal to $2.75 per share (unless otherwise provided subject to appropriate adjustment for in stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares) for each share of Series C Preferred Stock then held by them (the resolution “Series C Original Issue Price”), plus an amount equal to all accumulated (whether or resolutions creating such stocknot declared) the aggregate Liquidation Value attributable to such shares (each, a "Share") plus any accrued but unpaid dividends thereon(including any unpaid Series C Dividends) (such amount hereinafter being referred to as the “Series C Liquidation Amount”); provided, however, that the holders of the Series C Preferred Stock shall not be entitled to receive such accumulated but unpaid dividends in the event of a Deemed Liquidation Event in which the Deemed Liquidation Event Consideration paid or distributed to the holders of capital stock of the Corporation is at least $8.25 per share (subject to appropriate adjustment for stock splits, stock disbursements, combinations and other similar recapitalizations affecting such shares). If If, upon any the occurrence of such Liquidation Eventliquidation event, the Corporation's assets to be and funds thus distributed among the holders of the Junior Securities, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and Series I Preferred Stock are shall be insufficient to permit the payment to such holders of the aggregate amount of their respective liquidation preference pursuant to the Corporation's Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), as applicablefull Series C Liquidation Amount, then the entire assets and funds of the Corporation legally available to be distributed to the Corporation's stockholders for distribution shall be distributed in accordance with ratably among the priorities set forth in Article IV, Section 3 holders of the Charter, with the Series I C Preferred Stock ranking pari passu with the Series D, F, G and H Preferred Stock and prior in proportion to the Series B and C Preferred Stock. Not less than sixty (60) days prior preferential amount each such holder is otherwise entitled to the payment date of the Liquidation Value, the Corporation shall mail written notice of any such Liquidation Event to each record holder of Series I Preferred Stock, setting forth in reasonable detail the amount of proceeds to be paid with respect to each Share and each share of Common Stock in connection with such Liquidation Event. A change of control of the Corporation shall not be deemed a Liquidation Event for purposes of this Section 3receive.