Common use of Dividend Preference Clause in Contracts

Dividend Preference. The Series A Stock will have the following dividend provisions: (a) Dividends will automatically accrue with respect to issued and outstanding shares of Series A Stock at the annual rate of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for that stock and be payable quarterly in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend shall be payable to the Holder of the Series A Stock (i) in cash in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares of Series A Stock, with the number of shares equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date). (b) The Holders of shares of Series A Stock will be entitled to receive dividends out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Company) on the Common Stock of the Company, payable when, as and if declared by the Board. Any dividends paid with respect to the Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as of the date of such payment; provided, however, that if, notwithstanding the prohibitions herein, dividends are paid with respect to all classes and series of capital stock of the Company, such dividends will not be applied to reduce the applicable Series A Liquidation Amount. (c) As long as any shares of Series A Stock are issued and outstanding: (i) no dividends whatsoever, whether in cash or in property, will be declared or paid, and no distribution will be made, on any shares of Common Stock, and (ii) no shares of Common Stock will be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of the holders of 67% of the then outstanding shares of Series A Stock.

Dividend Preference. The Series A Stock will have the following dividend provisions: (a) Dividends will automatically accrue with respect to issued and holders of outstanding shares of Series A Preferred Stock at the annual rate of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for that stock and be payable quarterly in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend shall be payable to the Holder of the Series A Stock (i) in cash in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares of Series A Stock, with the number of shares equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date). (b) The Holders of shares of Series A Stock will be entitled to receive dividends dividends, out of any assets at the time legally available therefortherefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock of the this Company) on the Common Stock of the this Company, payable at the rate of ten cents ($0.10) per share per annum for the Series A Preferred Stock, thirty cents ($0.30) per share per annum for the Series B Preferred Stock, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as and if declared by the Board. Any dividends paid with respect to the Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as Board of the date of such paymentDirectors; provided, however, that ifthe Board of Directors is under no obligation to pay dividends to such holders, notwithstanding and such dividends, if any, shall be noncumulative such that no rights shall accrue to the prohibitions herein, holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or paid on the Preferred Stock of any series in accordance with the preceding sentences unless dividends are simultaneously declared or paid with respect to all classes on the Preferred Stock of each other series, and if less than the full annual dividend for each series of capital stock of the Company, such dividends will not be applied to reduce the applicable Series A Liquidation Amount. (c) As long as any shares of Series A Stock are issued and outstanding: (i) no dividends whatsoever, whether in cash or in property, will be is so declared or paid, the amounts declared and no distribution will paid for each series shall be made, determined pro rata on any the basis of the Liquidation Preferences for the shares of the respective series. If and to the extent that the Board of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and (ii) no shares any resulting fractional share of Common Stock will shall be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of the holders of 67% of the then outstanding shares of Series A Stockdisregarded.

Dividend Preference. The Series A Stock will have the following dividend provisions: (a) Dividends will automatically accrue with respect to issued and holders of outstanding shares of Series A Preferred Stock at the annual rate of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for that stock and be payable quarterly in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend shall be payable to the Holder of the Series A Stock (i) in cash in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares of Series A Stock, with the number of shares equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date). (b) The Holders of shares of Series A Stock will be entitled to receive dividends dividends, out of any assets at the time legally available therefortherefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Companythis Companyny) on the Common Stock of the this Company, payable at the rate of ten cents ($0.10) per share per annum for the Series A Preferred Stock, thirty cents ($0.30) per share per annum for the Series B Preferred Stock, sixty cents ($0.60) per share per annum for the Series C Preferred Stock, thirty-seven and six-tenths cents ($0.376) per share per annum for the Series D Preferred Stock and fifty cents ($0.50) per share per annum for the Series E Preferred Stock, when, as and if declared by the Board. Any dividends paid with respect to the Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as Board of the date of such paymentDirectors; provided, however, that ifthe Board of Directors is under no obligation to pay dividends to such holders, notwithstanding and such dividends, if any, shall be noncumulative such that no rights shall accrue to the prohibitions herein, holders of the Preferred Stock as a result of the failure to declare such dividends in any prior year. Such dividends may be payable quarterly or otherwise as the Board of Directors may from time to time determine. No such dividend shall be declared or paid on the Preferred Stock of any series in accordance with the preceding sentences unless dividends are simultaneously declared or paid with respect to all classes on the Preferred Stock of each other series, and if less than the full annual dividend for each series of capital stock of the Company, such dividends will not be applied to reduce the applicable Series A Liquidation Amount. (c) As long as any shares of Series A Stock are issued and outstanding: (i) no dividends whatsoever, whether in cash or in property, will be is so declared or paid, the amounts declared and no distribution will paid for each series shall be made, determined pro rata on any the basis of the Liquidation Preferences for the shares of the respective series. If and to the extent that the Board of Directors of the Company shall declare and set aside for payment any other and further amount of cash or property (other than Common Stock of the Company) as a distribution, such distribution shall be made with equal priority to the Common Stock and the Preferred Stock, with each share of Preferred Stock of each series being treated for such purpose as if it had been converted into Common Stock at the then effective Conversion Rate for such series. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated, and (ii) no shares any resulting fractional share of Common Stock will shall be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of the holders of 67% of the then outstanding shares of Series A Stockdisregarded.

Dividend Preference. The Series A Stock will have the following dividend provisions: (a) Dividends will automatically accrue with respect to issued and outstanding shares holders of Series A Stock at the annual rate of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for that stock and be payable quarterly in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend shall be payable to the Holder of the Series A Stock (i) in cash in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares of Series A Stock, with the number of shares equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date). (b) The Holders of shares of Series A Stock will be entitled to receive dividends receive, out of any assets funds legally available therefor, prior and in preference to any declaration or payment dividends at an annual rate of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock 6% of the CompanyOriginal Series A Issue Price (as defined in Section 2(a)(i) on the Common Stock below) for each outstanding share of the CompanySeries A Preferred (as adjusted for combinations, consolidations, subdivisions, or stock splits with respect to such shares) held by them, payable when, as when and if declared by the BoardBoard of Directors, in preference and priority to the payment of dividends on any shares of Common Stock (other than those payable solely in Common Stock or involving the repurchase of shares of Common Stock from terminated employees, officers, directors, or consultants pursuant to contractual arrangements). Any In the event dividends are paid to the holders of Series A Preferred that are less than the full amounts to which such holders are entitled pursuant to this Section 1, such holders shall share ratably in the total amount of dividends paid with respect according to the respective amounts due such holder if such dividends were paid in full. After payment of dividends to the holders of Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as Preferred, 16 dividends may be declared and distributed among all holders of the date of such paymentCommon Stock; provided, however, that if, notwithstanding no dividend may be declared and distributed among holders of Common Stock at a rate greater than the prohibitions herein, rate at which dividends are paid with respect to all classes and series the holders of capital stock of the Company, such dividends will not be applied to reduce the applicable Series A Liquidation Amount. (c) As long as any Preferred based on the number of shares of Common Stock into which such shares of Series A Stock Preferred are issued convertible (as adjusted for stock splits and outstanding: (ithe like) no on the date such dividend is declared. The dividends whatsoever, whether in cash or in property, will payable to the holders of the Series A Preferred shall not be declared or paidcumulative, and no distribution will be made, on any shares of Common Stock, and (ii) no shares of Common Stock will be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of right shall accrue to the holders of 67% the Series A Preferred by reason of the then fact that dividends on the Series A Preferred are not declared or paid in any previous fiscal year of the corporation, whether or not the earnings of the corporation in that previous fiscal year were sufficient to pay such dividends in whole or in part. In the event that the corporation shall have declared but unpaid dividends outstanding shares immediately prior to, and in the event of, a conversion of Series A StockPreferred (as provided in Section 4 hereof), the corporation shall, at the option of the corporation, pay in cash to the holder(s) of the Series A Preferred subject to conversion the full amount of any such dividends or allow such dividends to be converted into Common Stock in accordance with, and pursuant to the terms specified in, Section 4 hereof.

Dividend Preference. The Series A Stock will have Any such dividend that is to be paid in PIK Dividends shall be payable by delivery to such holders, at their respective addresses as they appear in the following dividend provisions: (a) Dividends will automatically accrue with respect to issued stock register, of certificates representing the appropriate number of duly authorized, validly issued, fully paid and outstanding nonassessable shares of Series A Stock at the annual rate D Perpetual Preferred Shares to holders of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for D Perpetual Preferred Shares. Any such dividend that stock and is to be payable quarterly paid in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend Perpetual Capital Distributions shall be payable by delivery of such amounts to such holders at their respective addresses as they appear in the stock register. Notwithstanding anything to the Holder contrary set forth in this Section 4, if at any time during which any Series D Perpetual Preferred Share remains outstanding the dividend rate payable thereon exceeds the highest rate of interest permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto (the Series A Stock (i) "Maximum Lawful Rate"), then in cash such event and so long as the Maximum Lawful Rate would be so exceeded, the dividend rate in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares respect of Series A Stock, with the number of shares D Perpetual Preferred Shares shall be equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date). (b) The Holders of shares of Series A Stock will be entitled to receive dividends out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Company) on the Common Stock of the Company, payable when, as and if declared by the Board. Any dividends paid with respect to the Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as of the date of such paymentMaximum Lawful Rate; provided, however, that if, notwithstanding if at any time thereafter the prohibitions hereindividend rate payable thereon is less than the Maximum Lawful Rate, dividends shall continue to accrue thereon at the Maximum Lawful Rate until such time as the total dividends earned are paid with respect equal to the total dividends which would have been earned had the dividend rate on such Series D Perpetual Preferred Share been (but for the operation of this paragraph) the dividend rate payable since the Closing. The rights of the Series D Perpetual Preferred Shares shall rank senior in all respects to the Common Shares and all other classes and series of capital stock shares of the Company, such dividends will not be applied to reduce including without limitation other classes and series of preferred shares other than the applicable Series A Liquidation AmountTrust Preferred and Senior Stock (collectively, "Junior Stock"). (c) As long as any shares of Series A Stock are issued and outstanding: (i) no dividends whatsoever, whether in cash or in property, will be declared or paid, and no distribution will be made, on any shares of Common Stock, and (ii) no shares of Common Stock will be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of the holders of 67% of the then outstanding shares of Series A Stock.