Common use of Liquidation and Redemption Rights Clause in Contracts

Liquidation and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the Holders of the Series A Preferred Stock shall be entitled to receive, and before any payment or distribution shall be made on any shares of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectively, the “Junior Stock”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A Stated Value and all accrued and unpaid dividends to and including the date of payment thereof. Upon the payment in full of all amounts due to the Holders of the Series A Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution. If the assets of the Corporation available for distribution to the Holders of the Series A Preferred Stock shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A Preferred Stock upon a Liquidation Event, then all such assets of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A Preferred Stock. “Liquidation Event” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the Holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”), unless the Holders of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders elect otherwise.

Liquidation and Redemption Rights. Upon the occurrence of a “Liquidation Event Event” (as defined below), the Holders of the Series A B Preferred Stock shall be entitled to receive, and before any payment or distribution shall be made on any shares of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectively, the “Junior Stock”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A B Stated Value per share of Series B Preferred Stock and all accrued and unpaid dividends to and including the date of payment thereof. Upon the payment in full of all amounts due to the Holders of the Series A B Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution. If the assets of the Corporation available for distribution to the Holders of the Series A B Preferred Stock shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A B Preferred Stock upon a Liquidation Event, then all such assets of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A B Preferred Stock. “Liquidation Event” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, corporations unless (a) the Holders of the Series A B Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A B Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”)thereafter, unless the Holders of a Majority in Interest [as defined in Section 4(E)] of the shares of Series A B Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders of a Majority in Interest elect otherwise.

Liquidation and Redemption Rights. Upon (i) In the occurrence event of (i) any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (each, a “Liquidation”), (ii) a merger, consolidation or transfer of voting control in which the stockholders immediately prior to such transaction do not own securities representing a majority of the voting power of the surviving entity or its parents immediately following such transaction, but excluding (x) any transaction effected exclusively to change the domicile of the Corporation, or (y) any transaction effected principally for bona fide equity financing purposes in which cash is received by the Corporation or indebtedness is cancelled or converted or a combination thereof (an “Acquisition”), (iii) a sale, lease, or other disposition of all or substantially all of the assets of the Corporation (an “Asset Transfer”) (items (i), (i) and (iii), each a “Liquidation Event (as defined belowEvent”), the Holders holder of the Series A Preferred Stock shall be entitled to receive, prior and before any payment or distribution shall be made on any shares in preference to holders of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectivelyStock, the “Junior Stock”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A Stated Value and all accrued and unpaid dividends to and including the date of payment thereof. Upon the payment in full of all amounts due to the Holders of the Series A Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution. If the assets of the Corporation available for distribution to the Holders holders of capital stock of the Corporation up to and including the amount of any dividends, due and owing pursuant to Section 2.B. above. Following the payment of any dividends due the Holders, the Series A Preferred Stock shall not have any priority or preference with respect to any distribution of any of the assets of the Corporation. After the payment of the liquidation preference (consisting of any unpaid cumulative dividend) of the Series A Preferred Stock as contemplated above (which shall be paid ratably if insufficient to be paid in full), the assets legally available for distribution, if any, shall be distributed ratably to the holders of Common Stock and Series A Preferred Stock (based on the number of shares of Common Stock the Series A Preferred Stock is convertible into pursuant to Section D regardless of whether or not such shares have been authorized and reserved by the stockholders, such number determined on the last business day prior to such payment). In the case of any Acquisition or Asset Transfer, (i) if the consideration received is securities of a corporation or property other than cash, its value will be deemed its fair market value as determined in good faith by the Board on the date such determination is made and (ii) any payments or proceeds that could be made or distributed following the closing of any Acquisition or Asset Transfer as a result of the termination or expiration of an escrow or operation of an earn-out or similar arrangement or termination of dissenter’s or appraisal rights, shall be treated for the purposes of this Section C as if paid at the closing of such Acquisition or Asset Transfer. (i) If within one year of the date hereof the Corporation has not authorized and reserved shares of Common Stock sufficient for the purpose of effecting the conversion contemplated hereby then all of the outstanding shares the Series A Preferred Stock shall be insufficient to permit payment redeemable by the Holders (by majority vote thereof), in full their sole discretion, for fifteen years from the date hereof, at the greater of (i) the fair market value of the amounts payable as aforesaid Common Stock into which the Series A Preferred Stock is contemplated to be convertible hereby (regardless of whether authorized by stockholders) on the date of such optional redemption (a letter by hand or certified mail to the Corporation signed by a majority of the Holders shall be sufficient for redemption by the Corporation) as determined in good faith by an independent investment banking firm of nationally recognized standing retained by the Board of Directors less $500,000 or (ii) $725,000 plus any unpaid dividends required to be paid hereby. If a court of competent jurisdiction shall determine that the fair market value of the shares is 10% or greater than as determined above then the fair market value for purposes of this subsection shall be such amount plus the reasonable legal fees of Holders. The payment for and closing of such redemption of Series A Preferred Stock upon a Liquidation Event, then all such assets shall occur at the offices of the Corporation on a date that is three months from the date of notice of redemption. The Corporation shall not be distributed entitled to the exclusion of any representations or warranties from the Holders of Junior Stock ratably among at such closing other than their title to such shares and the Holders of the Series A Preferred Stock. “Liquidation Event” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares absence of any class of stock or the merger or consolidation of the Corporation with or into any liens thereon. No other corporation or corporations, unless (a) the Holders redemption of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”), unless the Holders of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, is permitted by the Corporation’s assets, unless the Holders elect otherwise.

Liquidation and Redemption Rights. Upon the occurrence of a “Liquidation Event Event” (as defined below), the Holders of the Series A Preferred Stock shall be entitled to receive, and before any payment or distribution shall be made on any shares of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectively, the “Junior Stock”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A Stated Value per share of Series A Preferred Stock and all accrued and unpaid dividends to and including the date of payment thereof. Upon the payment in full of all amounts due to the Holders of the Series A Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution. If the assets of the Corporation available for distribution to the Holders of the Series A Preferred Stock shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A Preferred Stock upon a Liquidation Event, then all such assets of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A Preferred Stock. “Liquidation Event” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, corporations unless (a) the Holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”)thereafter, unless the Holders of a Majority in Interest [as defined in Section 4(E)] of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders of a Majority in Interest elect otherwise.

Liquidation and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the Holders of the Series A Preferred Stock shall be entitled to receive, and before any payment or distribution shall be made on any shares of any Common Stock or other class of stock presently authorized or to be authorized (the Common Stock and such other stock being hereinafter collectively, the ““ Junior StockStock ”), out of the assets of the Corporation available for distribution to stockholders, an amount equal to two (2) times the Series A Stated Value and all accrued and unpaid dividends to and including the date of payment thereof. Upon the payment in full of all amounts due to the Holders of the Series A Preferred Stock (on an as converted basis), the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation legally available for distribution. If the assets of the Corporation available for distribution to the Holders of the Series A Preferred Stock shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A Preferred Stock upon a Liquidation Event, then all such assets of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A Preferred Stock. ““ Liquidation EventEvent ” shall mean (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the Holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the ““ Permitted MergerMerger ”), unless the Holders of the shares of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders elect otherwise.

Liquidation and Redemption Rights. (i) Upon any liquidation, dissolution, or winding up of the occurrence of Company, whether voluntary or involuntary (a “Liquidation Event (as defined belowEvent”), the Holders of the Series A Preferred Stock shall be entitled to receive, and before any distribution or payment or distribution shall be made on any shares to the holders of any Common Stock or other class Preferred Stock, the holders of stock presently authorized or Series A-1 Preferred shall be entitled to be authorized (the Common Stock and such other stock being hereinafter collectively, the “Junior Stock”), paid out of the assets of the Corporation Company legally available for distribution to stockholdersfor each share of Series A-1 Preferred held by them, an amount per share of Series A-1 Preferred equal to two the Original Issue Price multiplied by a factor of three (2) times the Series A Stated Value and 3), plus all accrued declared and unpaid dividends on the Series A-1 Preferred, if any (the "Liquidation Preference"). If, upon any such Liquidation Event, the assets of the Company shall be insufficient to and including make full payment of the date Liquidation Preference to all holders of payment thereof. Upon Series A-1 Preferred, then such assets (or consideration) shall be distributed among all the holders of Series A-1 Preferred, ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (ii) After the payment in of the full of all amounts due to the Holders Liquidation Preference of the Series A Preferred Stock (on an as converted basis)A-1 Preferred, the Common Stock and any other class of Junior Stock shall collectively receive all remaining assets of the Corporation Company legally available for distribution. If , if any, shall be distributed ratably to the assets holders of the Corporation available for distribution Common Stock as well as other Preferred Stock. (iii) In the event that the Company is a party to the Holders of the Series A Preferred Stock an Acquisition or Asset (iv) An Acquisition or Asset Transfer shall be insufficient to permit payment in full of the amounts payable as aforesaid to the Holders of Series A Preferred Stock upon constitute a Liquidation Event, then all such assets . For the purposes of the Corporation shall be distributed to the exclusion of the Holders of Junior Stock ratably among the Holders of the Series A Preferred Stock. this Subsection (f): (1) “Liquidation EventAcquisition” shall mean (iA) the liquidation, dissolution any consolidation or winding-up, whether voluntary or involuntary, merger of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation Company with or into any other corporation or corporationsother entity or person, unless (a) the Holders of the Series A Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series A Preferred Stock and or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the stockholders of the Corporation Company immediately prior to such transaction are holders of consolidation, merger or reorganization, continue to hold at least a majority of the voting securities power of the successor corporation surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately thereafter after such consolidation, merger or reorganization; or (B) any transaction or series of related transactions to which the “Permitted Merger”), unless the Holders Company is a party in which in excess of 50% of the shares Company’s voting power is transferred; provided that, an Acquisition shall not include any transaction or series of Series A Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the Holders elect otherwise.transactions principally for bona fide equity financing purposes in which cash is received