Common use of Dividend Provisions Clause in Contracts

Dividend Provisions. a. The holders of shares of Series A Preferred Stock and Series B Preferred Stock shall 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 per share of Series A Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

Dividend Provisions. a. The holders of shares of Series A Preferred Stock and Series B Preferred Stock shall 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 per share of Series A Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) per annum payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of the Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

Dividend Provisions. a. The holders of shares (i) Each holder of Series A Preferred Stock and Series B Preferred Stock shall 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 dividends per annum per share of Series A Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments for stock splitsas set forth below, stock dividends, combinations or other recapitalizations) payable when, as and if declared by the Board of Directors, out of funds legally available therefor. Such dividends shall be payable in equal amounts quarterly in arrears on each Quarterly Dividend Payment Date (as defined in Paragraph II), commencing on the first Quarterly Dividend Payment Date after the date of issuance of such Series A Preferred Stock. (ii) Each dividend on Series A Preferred Stock shall be payable to the holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date as may be fixed by the Board of Directors, which record date shall not be cumulativeless than fifteen (15) nor more than thirty (30) days prior to the applicable Quarterly Dividend Payment Date. No cash Dividends shall commence to accrue in respect of any shares of Series A Preferred Stock on the date such shares are issued and shall cease to accrue on the date such shares are converted to shares of Common Stock in accordance with Paragraph I (5) hereof or redeemed in accordance with Paragraph I (6) hereof. Dividends on each share of Series A Preferred Stock shall accrue at a rate equal to $7.50 per share per annum. Accrued dividends on the Series A Preferred Stock if not paid on the first or any subsequent Quarterly Dividend Payment Date within a Dividend Period following accrual shall thereafter accrue additional dividends ("Additional Dividends") in respect thereof compounded annually, at the rate of 7 1/2% per annum. (iii) Notwithstanding the forgoing no dividend shall accrue or be declared or paid payable with respect to any Dividend Period following the second Anniversary Date (as defined in Paragraph II) (other than Additional Dividends with respect to dividends for any prior Dividend Period which were accrued in accordance with the terms hereof, but were unpaid as of the Dividend Period in question) unless, during such Dividend Period, for a period of forty (40) consecutive trading days (on each of which trading days no purchases were made (other than through the exercise of options or warrants granted by the Company) by the holders or beneficial owners (including any limited partner, shareholder or member of any entity that is a holder) of the Series A Preferred Stock or Series B Preferred Stock unless at any of their respective affiliates, other than in compliance with the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates procedures set forth abovein Rule 10b-18 under the Exchange Act (as defined in Paragraph II)), is declared and paid with respect the Common Stock Market Price was equal to or greater than the target prices set forth below: Dividend Period commencing the second Anniversary Date $4.00 Dividend Period commencing the third Anniversary Date $5.00 Dividend Period commencing the fourth Anniversary Date $6.00 The foregoing target prices shall be adjusted proportionately to reflect any adjustment in the Conversion Price of the Series A Preferred Stock pursuant to Paragraph I(5). If a target price is achieved at any time within a Dividend Period all dividends with respect to such Dividend Period shall be due and payable (including any dividends with respect to any prior Quarterly Dividend Payment Dates with respect to such Dividend Period that had theretofore not been paid because such target price had not been achieved). The fact that a target price is achieved in a subsequent Dividend Period shall not change the Series B Preferred Stockdetermination of whether or not a dividend was payable with respect to a prior Dividend Period. b. In the event this corporation (b) All dividends paid with respect to shares of Series A Preferred Stock pursuant to Paragraph I(3)(a) shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights be paid pro rata to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of thereto. (c) Dividends on the Series A Preferred Stock and will, unless otherwise provided, be payable in cash. The Corporation (as determined by the Common Stock Directors) may, at any time prior to the date which is ten (10) days prior to the date such dividend is scheduled to be paid (such scheduled date a "Dividend Payment Date"), elect to pay all or a portion of such dividend in additional shares of Series B A Preferred Stock were the holders in which event, if more than sixty percent (60%) of the number of such dividend is payable in additional shares of Common Stock Series A Preferred Stock, the Corporation shall mail not later than ten (10) days prior to such Dividend Payment Date, to each holder of this corporation into which their respective record on the record date for such dividend payment, a notice (the "Dividend Payment Election Notice") stating the date such dividend is to be paid, the percentage of such dividend that will be payable in additional shares of Series A Preferred Stock and that each holder of the Series B A Preferred Stock are convertible as has the right, to the extent permitted by applicable law, to elect to receive up to forty percent (40%) of such dividend in cash by delivering to the Corporation, not later than five days prior to the applicable Dividend Payment Date, a duly completed Dividend Payment Election Notice specifying the name of the holder, the number of shares covered by such Dividend Payment Election Notice and the percentage (not in excess of forty percent (40%)) of such dividend such holder has elected to receive in cash. (d) Dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any Quarterly Dividend Payment Date, to the holders of Series A Preferred Stock of record on any date as may be fixed by the Board of Directors, which date is not more than fifteen (15) days prior to the Dividend Payment Date. (e) The holders of Series A Preferred Stock shall be entitled to receive the dividends provided for the determination in Paragraph I(3)(a) hereof in preference to and in priority over any dividends upon any of the Series A Junior Securities. Such dividends on the Series A Preferred Stock shall be cumulative, whether or not earned or declared, so that if at any time full Accumulated Dividends on all shares of Series A Preferred Stock then outstanding have not been paid for all Dividend Periods then elapsed and a prorated dividend on the Series A Preferred Stock at the rate aforesaid from the Dividend Payment Date immediately preceding the Series A Junior Payment Date (as defined below) to the Series A Junior Payment Date have not been paid or set aside for payment, the amount of such unpaid dividends shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any shares of Series A Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be paid or declared and set apart for payment on any Series A Junior Securities (the date of any such actions to be referred to as the "Series A Junior Payment Date"); provided, however, that the restrictions set forth in this sentence shall not apply to the purchase or other acquisition of Series A Junior Securities (A) pursuant to any employee or director incentive or benefit plan or arrangement (including any employment, severance or consulting agreement) of the Corporation or any subsidiary of the Corporation heretofore or hereafter adopted, (B) solely in exchange for or upon conversion into Series A Junior Securities or (C) pursuant to a redemption at the stated redemption price of any rights granted to holders of Common Stock pursuant to a stockholder rights plan. (f) Dividends payable on Series A Preferred Stock for any period less than one quarter shall be computed on the basis of this corporation entitled to receive the actual number of days elapsed in the period for which such distributiondividends are payable.

Dividend Provisions. a. The Subject to the rights of Series of Preferred Stock which may from time to time come into existence, the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall 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 this corporationthe Corporation) on the Common Stock of this corporationthe Corporation, at the rate of $0.10 0.08 per share per annum at the beginning of each calendar quarter beginning after the first issuance of Series A Preferred Stock, provided, however, in the event a cash dividend is declared on the Series A Preferred Stock, the Corporation may, at its option, declare and pay the corresponding dividend on shares of Series A Preferred Stock by issuance of additional shares of fully paid and nonassessable shares of Series A Preferred Stock. The number of shares of Series A Preferred Stock to be issued in lieu of cash shall be determined by dividing the amount of the cash dividend per share by the Original Series A Issue Price. No fractional shares of Series A Preferred Stock shall be issued as a dividend. Instead, the aggregate number of shares of Series A Preferred Stock issued to each record holder shall be rounded to the nearest whole number. The payment of dividends to holders of Series A Preferred Stock in shares of Series A Preferred Stock as set forth above shall constitute full payment of such dividend. Dividends shall accrue on each share (including any shares issued as dividends) from the date of issuance, and shall accrue from day to day, whether or not earned or declared. Such dividends shall be cumulative so that, except as provided below, if such dividends in respect of any previous or current annual dividend period, at the annual rate specified above, shall not have been paid the deficiency shall first be fully paid before any dividend or other distribution shall be paid on or declared and set apart for the Common Stock. Cumulative dividends with respect to a share of Series A Preferred Stock per annum and $0.22 per which are accrued, payable and/or in arrears shall, upon conversion of such share to Common Stock, subject to the rights of Series B of Preferred Stock per annum (subject which may from time to appropriate adjustments time come into existence, be paid to the extent assets are legally available therefor and any amounts for stock splits, stock dividends, combinations or other recapitalizations) payable when, as and if declared by the Board of Directors. Such dividends shall which assets are not be cumulative. No cash dividend legally available shall be declared or paid with respect promptly as assets become legally available therefor; any partial payment will be made pro rata among the holders of such shares. 1 The actual number of shares to be issued would equal a number of Series A Preferred shares that will represent a percentage of the total outstanding capital stock of AccessMedia Networks, Inc. after giving effect to such issuance determined by dividing (i) the total dollar amount advanced pursuant to the Note, plus all accrued interest thereon (the “Advance”) by (ii) the amount of the Advance plus $25,000,000. Unless full dividends on the Series A Preferred Stock for all past dividend periods and the then current dividend period shall have been paid or Series B Preferred Stock unless at the same time declared and a like proportionate cash dividend sum sufficient for the same payment thereof set apart: (A) no dividend period, ratably whatsoever (other than a dividend payable solely in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Common Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other personssecurities and rights convertible into or entitling the holder thereof to receive, assets directly or indirectly, additional shares of Common Stock) shall be paid or declared, and no distribution shall be made, on any Common Stock, and (excluding cash dividendsB) or options or rights to purchase any such securities or evidences no shares of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Common Stock shall be entitled purchased, redeemed, or acquired by the corporation and no funds shall be paid into or set aside or made available for a sinking fund for the purchase, redemption, or acquisition thereof; provided, however, that this restriction shall not apply to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number repurchase of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed held by employees, officers, directors, consultants or other persons performing services for the determination corporation or any wholly-owned subsidiary (including, but not by way of limitation, distributors and sales representatives) that are subject to restrictive stock purchase agreements under which the holders corporation has the option to repurchase such shares at cost upon the occurrence of Common Stock certain events, such as the termination of this corporation entitled to receive such distributionemployment.

Dividend Provisions. a. (a) The holders of shares of Series A A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series B D Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, on a pari passu basis with each other and 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 this corporationCorporation) on the Series A-1 Preferred Stock or the Common Stock of this corporationCorporation, at the rate of $0.10 0.06 per share of per annum for the Series A A-2 Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments as such may be adjusted for any stock splits, stock dividends, combinations or other recapitalizationscombinations, recapitalizations and the like with respect to the Series A-2 Preferred Stock), at a rate of $0.026 per share per annum for the Series B Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series B Preferred Stock), at a rate of $0.054 per share per annum for the Series C Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series C Preferred Stock) and at a rate of $0.072 per share per annum for the Series D Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series D Preferred Stock), payable when, as as, and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash The holders of the outstanding Series A-2 Preferred Stock can waive any dividend preference that such holders shall be declared entitled to receive under this Section 1(a) upon the affirmative vote or paid with respect to written consent of the holders of two thirds of the Series A A-2 Preferred Stock or then outstanding. The holders of the outstanding Series B Preferred Stock unless at can waive any dividend preference that such holders shall be entitled to receive under this Section 1(a) upon the same time a like proportionate cash dividend for affirmative vote or written consent of the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and holders of two thirds of the Series B Preferred Stock. b. In Stock then outstanding. The holders of the event outstanding Series C Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this corporation shall declare a distribution payable in securities Section 1(a) upon the affirmative vote or written consent of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of at least seventy percent (70%) of the Series A C Preferred Stock and then outstanding. The holders of the outstanding Series B D Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1(a) upon the affirmative vote or written consent of the holders of at least seventy percent (70%) of the Series D Preferred Stock then outstanding. (b) The holders of shares of Series A-1 Preferred Stock shall be entitled to a proportionate share receive dividends, out of any such distribution as though assets legally available therefor, on a pari passu basis with each other and 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 holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of holder thereof to receive, directly or indirectly, additional shares of Common Stock of this corporation into which their respective Corporation) on the Common Stock of this Corporation, at the rate of $0.054 per share per annum for the Series A-1 Preferred Stock (as such may be adjusted for any stock splits, stock dividends, combinations, recapitalizations and the like with respect to the Series A-1 Preferred Stock), payable when, as, and if declared by the Board of Directors. Such dividends shall not be cumulative. The holders of the outstanding Series A-1 Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1(b) upon the affirmative vote or written consent of the holders of more than a majority of the Series A-1 Preferred Stock then outstanding. (c) The Corporation shall not declare or pay any dividends on shares of Common Stock (except for dividends payable solely in the form of Common Stock) until (i) the holders of the Series A A-2 Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock and the holders of the Series A-1 Preferred Stock have first received the dividend preferences set forth in subparagraph 1(a) and 1(b), respectively; and (ii) in addition, the holders of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock receive a distribution on each outstanding share of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock are convertible as and Series D Preferred Stock in an amount at least equal to the product of (A) the per share amount, if any, of the record date fixed dividends to be declared, paid or set aside for the determination Common Stock, multiplied by (B) the number of whole shares of Common Stock into which such shares of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, as applicable, are then convertible. (a) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the holders of Series A-2 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be entitled to receive, on a pari passu basis with each other and prior and in preference to any distribution of any of the assets of this Corporation to the holders of Series A-1 Preferred Stock or the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $1.00 for each outstanding share of Series A-2 Preferred Stock (the “Original Series A-2 Issue Price”), plus declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series A-2 Preferred Stock), an amount per share equal to $0.425 for each outstanding share of Series B Preferred Stock (the “Original Series B Issue Price”) plus declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series B Preferred Stock), an amount per share equal to $0.90 for each outstanding share of Series C Preferred Stock (the “Original Series C Issue Price”) plus declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series C Preferred Stock) and an amount per share equal to $1.20 for each outstanding share of Series D Preferred Stock (the “Original Series D Issue Price”) plus declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series D Preferred Stock). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A-2 Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this corporation Corporation legally available for distribution shall be distributed ratably among the holders of the Series A-2 Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this subsection (a). (b) Upon completion of the distribution required by subsection (a) of this Section 2, the holders of Series A-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 Common Stock, by reason of their ownership thereof, an amount per share equal to $0.90 for each outstanding share of Series A-1 Preferred Stock (the “Original Series A-1 Issue Price”), plus declared but unpaid dividends on such share (subject to adjustment of such fixed dollar amounts for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series A-1 Preferred Stock). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A-1 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this Corporation legally available for distribution, after completion of the distribution required by subsection (a) of this Section 2, shall be distributed ratably among the holders of the Series A-1 Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this subsection (b).

Dividend Provisions. a. The holders of shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior Prior and in preference to any declaration or payment of any dividend dividends to the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Common Stock, or any other class of capital stock of this corporation, the holders of shares of the Series A-1 Preferred Stock and Series B-1 Preferred Stock (together, the “Prime Preferred Stock”) shall be entitled to receive cumulative dividends whether or not declared by the board of directors of this corporation, on a pari passu basis, out of any assets legally available therefor (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 this corporation) on the Common Stock of this corporation), at the rate of $0.10 six percent (6%) of the applicable Original Issue Price (as defined herein) per share per annum. Such dividends shall accrue and be cumulative from the date of Series A issuance of the shares of Prime Preferred Stock, whether or not earned or declared by the board of directors of this corporation. In the event that the board of directors of this corporation declares a dividend, the amount of which is insufficient to permit payment of the full aforesaid dividends, such dividends will be paid ratably to each holder in proportion to the dividend amounts to which each holder of Prime Preferred Stock per annum is entitled. Any dividend payment made on shares of Prime Preferred Stock shall first be credited against the dividends accumulated with respect to the earliest dividend period for which dividends have not been paid. In addition, holders of shares of Prime Preferred Stock shall be entitled to receive, on an as-converted basis, dividends declared and paid to holders of Common Stock. The “Original Issue Price” of each series of the Preferred Stock shall be Nine and One-Tenth Cents ($0.22 0.091) per share of Series B Preferred Stock per annum (subject to appropriate adjustments as adjusted for stock splits, stock dividends, combinations or other recapitalizations) payable when, as recapitalization and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stocksimilar events). b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

Dividend Provisions. a. The (a) Subject to the rights of series of Preferred Stock which may from time to time come into existence in accordance with Section 6 hereof, the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend 26 (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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 0.14 per share of Series A Preferred Stock per annum and annum, $0.22 0.21 per share of Series B Preferred Stock per annum, $0.42 per share of Series C Preferred Stock per annum, $0.504 per share of Series D Preferred Stock per annum, and $0.56 per share of Series E Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) ("Preferred Dividend Preference") payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend dividends shall be declared or paid with respect to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series B E Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth in above, is declared and paid with respect to the Series A Preferred Stock and Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock. b. In (b) After paying the event full Preferred Dividend Preference in any calendar year, whenever this corporation shall declare declares a distribution payable further dividend in securities such calendar year, the holders of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case Common Stock and the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of receive dividends ratably based upon the number of shares of Common Stock held by each (assuming conversion of this corporation into which their respective shares all of such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series B E Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributionStock).

Dividend Provisions. a. The holders of shares of Series A D Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock) on any other class of capital stock of this Corporation, at the rate of eight percent (8%) of the Original Series B D Issue Price (as defined below, and as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) per share per annum. Following the payment of any dividends to the holders of shares of Series D Preferred, the holders of shares of Preferred Stock (other than the Series D Preferred) shall 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 this corporationStock) on the Common Stock of this corporationCorporation, at the rate of $0.10 per share eight percent (8%) of Series A Preferred Stock per annum such series’ respective Original Issue Price (as defined below, and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations stock distributions, combinations, consolidations or other recapitalizations) payable when, as and if declared by the Board of Directorssplits with respect to such shares). Such dividends shall not be cumulativecumulative and shall be paid only when, if and as declared by the Board of Directors of the Corporation. No cash dividend shall be declared or paid with respect to on shares of a series of Preferred (other than the Series A D Preferred) in any fiscal year unless the holders of shares of each other series of Preferred (other than the Series D Preferred) participate in such dividend, pro rata among the holders thereof based upon the full dividend amount to which they are entitled. No dividend shall be paid on shares of Common Stock or Series B in any fiscal year unless (i) the aforementioned preferential dividends of the Preferred shall have been paid in full and (ii) the holders of Preferred participate in any such dividend on the Common Stock unless at the same time on a like proportionate cash dividend for the same dividend period, ratably pro rata basis in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock held of this corporation record by each such holder of Preferred (assuming the conversion of all Preferred into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributionStock).

Dividend Provisions. a. The holders of shares of Series A Preferred ------------------- Stock and ("Series A Preferred"), Series B Preferred Stock ("Series B Preferred"), Series C Preferred Stock ("Series C Preferred") and Series D Preferred Stock ("Series D Preferred") shall 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 this corporationCorporation) on the Common Stock of this corporationCorporation, at the rate of $0.10 0.03 per annum per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), $0.075 per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizationscombinations, splits, recapitalizations and the like with respect to such shares), $0.10 per annum per share of Series C Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) and $0.59 per annum per share of Series D Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) or, if greater (as determined on a per annum basis and on an as converted basis for the Preferred Stock), an amount equal to that paid on the Common Stock. Such dividends shall be payable when, as as, and if declared by the Board of Directors. Such dividends , and shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior period. No cash dividend After payment has been made to the holders of Preferred Stock of the full amounts to which they shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates entitled as set forth abovein this Section 1, is declared and paid with respect to the Series A holders of Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Common Stock shall be entitled to a proportionate share of receive ratably on an as-converted basis any such distribution remaining funds declared as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributiondividends.

Dividend Provisions. a. The holders Upon issuance, dividends shall accrue on each share of shares of outstanding Series A Preferred Stock and Series B Preferred Stock shall be entitled at an annual rate equal 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 1.264 per share of Series A Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) payable when8% of the Original Issue Price, as and if declared by the Board of Directorsdefined herein). Such dividends shall not be cumulative. No cash dividend cumulative and shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase upon any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders conversion of the Series A Preferred Stock pursuant to Section 3 hereof. Such dividends shall only be paid out of legally available funds of the Company. Such dividends shall be payable by the Company, in its sole discretion, all in cash or all by the issuance of a number of shares of the Company's unrestricted, freely tradable common stock equal to the dividends owing on the Series A Preferred Stock; provided, however, that prior to the payment of any such dividend by the issuance of shares of the Company's common stock, the Company shall deliver to the Investors an opinion of its counsel stating that all such shares have been validly registered, and Series B Preferred Stock were that they are duly authorized, validly issued and nonassessable. For the holders of purposes hereof, the number of shares of Common the Company's common stock issuable in lieu of any cash dividend payment shall equal the total dividend payment then due divided by the per share price of such stock. The per share price of the Company's common stock shall be determined based on the average closing bid price of such stock quoted on The Nasdaq Stock Market for the ten consecutive trading days prior to the payment of this corporation into which their respective such dividends. Dividends on shares of the Series A Preferred Stock shall accrue beginning on the date of issuance of the shares of Series A Preferred Stock Stock, shall compound on an annual basis and shall be payable upon conversion of the Series B A Preferred Stock are convertible as (a "Payment Date"). All accrued and unpaid dividends on the Series A Preferred Stock must be paid before any dividends may be declared or paid on any other junior series of preferred or common stock issued by the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributionCompany.

Dividend Provisions. a. The (a) Subject to the rights of series of Preferred Stock that may from time to time come into existence, the holders of shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive dividendsdividends at the rate of $0.01 per share per annum for the Series A Preferred Stock and at the rate of $0.03 per share per annum for the Series B Preferred Stock, 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 per share of Series A Preferred Stock per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) corporation payable when, as and if declared by a unanimous vote or consent of the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid Declared but unpaid dividends with respect to the a share of Series A Preferred Stock or Series B Preferred Stock unless shall, upon conversion of such share to Common Stock, be paid to the extent assets are legally available therefor either in cash or in Common Stock (valued at the same time a like proportionate cash dividend fair market value on the date of payment as determined by the Board of Directors of this corporation). Any amounts for the same dividend periodwhich assets are not legally available shall be paid promptly as assets become legally available therefor. (b) After payment of any such dividends, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred any additional dividends or distributions shall be distributed among all holders of Common Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the all holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled in proportion to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective would be held by each such holder if all shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of were converted to Common Stock of this corporation entitled to receive such distributionat the then effective conversion rate.

Dividend Provisions. a. The holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series B D Preferred Stock shall 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 per share of Series A Preferred Stock per annum and annum, $0.22 per share of Series B Preferred Stock per annum, $0.275 per share of Series C Preferred Stock per annum, and $0.375 per share of Series D Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid with respect to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series B D Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series B D Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series B D Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series B D Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series B D Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

Dividend Provisions. a. The holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall 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 this corporation) on the Common Stock of this corporation, at the rate of $0.10 per share of Series A Preferred Stock per annum and annum, $0.22 per share of Series B Preferred Stock per annum, and $0.275 per share of Series C Preferred Stock per annum (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No cash dividend shall be declared or paid with respect to the Series A Preferred Stock, Series B Preferred Stock or Series B C Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to Series A Preferred Stock, the Series A B Preferred Stock and the Series B C Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

Dividend Provisions. a. The holders of shares of Series A E Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefore, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock) on any other class of capital stock of this Corporation, at the rate of eight percent (8%) of the Original Series B E Issue Price (as defined below, and as adjusted for any stock dividends, stock distributions, combinations, consolidations or splits with respect to such shares) per share per annum. Following the payment of any dividends to the holders of shares of Series E Preferred, the holders of shares of Series D Preferred Stock shall 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 Stock) on any other class or series of capital stock of this Corporation, other securities than the Series E Preferred, at the rate of eight percent (8%) of the Original Series D Issue Price (as defined below, and rights convertible into as adjusted for any stock dividends, stock distributions, combinations, consolidations or entitling splits with respect to such shares) per share per annum. Following the holder thereof payment of any dividends to receive, directly or indirectly, additional the holders of shares of Series E Preferred and Series D Preferred, the holders of shares of Preferred (other than the Series E Preferred and the Series D Preferred) shall 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 of this corporationStock) on the Common Stock of this corporationCorporation, at the rate of $0.10 per share eight percent (8%) of Series A Preferred Stock per annum such series’ respective Original Issue Price (as defined below, and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations stock distributions, combinations, consolidations or other recapitalizationssplits with respect to such shares) payable when, as and if declared by the Board of Directorsper share per annum. Such dividends shall not be cumulativecumulative and shall be paid only when, if and as declared by the Board of Directors of the Corporation. No cash dividend shall be declared or paid with respect to on shares of a series of Preferred (other than the Series A E Preferred and the Series D Preferred) in any fiscal year unless the holders of shares of each other series of Preferred (other than the Series E Preferred and the Series D Preferred) participate in such dividend, pro rata among the holders thereof based upon the full dividend amount to which they are entitled. No dividend shall be paid on shares of Common Stock or Series B in any fiscal year unless (i) the aforementioned noncumulative preferential dividends of the Preferred shall have been paid in full and (ii) the holders of Preferred participate in any such dividend on the Common Stock unless at the same time on a like proportionate cash dividend for the same dividend period, ratably pro rata basis in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock held of this corporation record by each such holder of Preferred (assuming the conversion of all Preferred into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributionStock).

Dividend Provisions. a. The (a) Subject to the rights of series of Preferred Stock which may from time to time come into existence, the holders of shares of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock shall 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 in: (a) 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 this corporation; or (b) capital stock of other persons (including without limitation subsidiaries of this corporation) or options or rights to purchase any such capital stock) on the Common Stock of this corporation, at the rate of (i) $0.10 0.08 per share of Series A Preferred Stock per annum and annum, $0.22 0.356 per share of Series B Preferred Stock per annum and $0.6432 per share of Series C Preferred Stock per annum, or (subject ii) if greater, the amount per annum which would be paid per share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, as the case may be, on the number of shares of Common Stock into which such share is convertible as of the record date fixed for determination of the stockholders entitled to appropriate adjustments for stock splitsreceive such distribution (assuming conversion of all convertible Preferred Stock), stock dividends, combinations or other recapitalizations) payable quarterly when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. No Dividends paid in a form other than cash dividend shall be declared or paid with respect deemed to be the Series A Preferred Stock or Series B Preferred Stock unless at fair value thereof as determined by the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates set forth above, is declared and paid with respect to the Series A Preferred Stock and the Series B Preferred StockBoard of Directors irrespective of any accounting treatment. b. (b) In the event this corporation shall declare a distribution payable in securities capital stock of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) persons or options or rights to purchase any such securities or evidences of indebtednesscapital stock, then, (i) in each case the holders event this corporation distributes at the same time (A) common stock of another person and (B) Series A preferred stock, Series B preferred stock and Series C preferred stock of such other person, with rights, preferences, privileges and restrictions substantially the same as the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, and the number of shares of common stock, Series A preferred stock, Series B preferred stock and Series C preferred stock distributed are in substantially the same relative proportions as this corporation's then outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, then (V) all such common stock shall be distributed to the Common Stock, (W) all such Series A Preferred Stock and shall be distributed to the Series A Preferred Stock, (X) all such Series B Preferred Stock shall be distributed to the Series B Preferred Stock, and (Y) all such Series C Preferred Stock shall be distributed to the Series C Preferred Stock and (ii) in all other cases the holders of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall be entitled (together with the Common Stock) to a proportionate share share, and no more, of any such distribution as though the holders of the Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock, Series B Preferred Stock and Series B C Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation stockholders entitled to receive such distribution.

Dividend Provisions. a. The holders of shares of Series A Preferred ------------------- Stock and ("Series A Preferred"), Series B Preferred Stock ("Series B Preferred") and Series C Preferred Stock ("Series C Preferred") shall 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 this corporationCorporation) on the Common Stock of this corporationCorporation, at the rate of $0.10 0.03 per annum per share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares), $0.075 per annum and $0.22 per share of Series B Preferred Stock per annum (subject to appropriate adjustments as adjusted for stock splits, any stock dividends, combinations or other recapitalizationscombinations, splits, recapitalizations and the like with respect to such shares) and $0.10 per annum per share of Series C Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) or, if greater (as determined on a per annum basis and on an as converted basis for the Series A Preferred, Series B Preferred and Series C Preferred), an amount equal to that paid on the Common Stock. Such dividends shall be payable when, as as, and if declared by the Board of Directors. Such dividends , and shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior period. No cash dividend After payment has been made to the holders of Preferred Stock of the full amounts to which they shall be declared or paid with respect to the Series A Preferred Stock or Series B Preferred Stock unless at the same time a like proportionate cash dividend for the same dividend period, ratably in proportion to the respective annual dividend rates entitled as set forth abovein this Section 1, is declared and paid with respect to the Series A holders of Preferred Stock and the Series B Preferred Stock. b. In the event this corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each case the holders of Series A Preferred Stock and Series B Preferred Common Stock shall be entitled to receive ratably on a proportionate per-share of basis any such distribution remaining funds declared as though the holders of the Series A Preferred Stock and Series B Preferred Stock were the holders of the number of shares of Common Stock of this corporation into which their respective shares of Series A Preferred Stock and Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distributiondividends.