Common use of Liquidation Dissolution or Winding Up Certain Mergers Consolidations and Asset Sales Clause in Contracts

Liquidation Dissolution or Winding Up Certain Mergers Consolidations and Asset Sales. 2.1 Preferential Payments to Holders of Series B Preferred Stock and the Holders of Series B-1 Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event (as defined below), the holders of shares of Series B Preferred Stock and the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid, and in each case on a pari passu basis, out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to: (I) with respect to the Series B Preferred Stock, the greater of (i) one (1) times the Original Issue Price for the Series B Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such series of Series B Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”); and (II) with respect [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the Series B-1 Preferred Stock, the greater of (i) one (1) times the Original Issue Price for the Series B-1 Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such series of Series B-1 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B-1 Liquidation Amount”). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and the holders of Series B-1 Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B Preferred Stock and the holders of shares of Series B-1 Preferred Stock shall share ratably on a pari passu basis in any distribution of the assets available for distribution in proportion to the respective amounts to which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

Liquidation Dissolution or Winding Up Certain Mergers Consolidations and Asset Sales. 2.1 Preferential Payments to Holders of Series B Preferred Stock and the Holders of Series B-1 Preferred Stock. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation Corporation, including any insolvency or Deemed Liquidation Event bankruptcy proceeding affecting the Company which is not dismissed within sixty (as defined below)60) days of the filing thereof, the holders of shares of Series B Preferred Stock and the holders of shares of Series B-1 Preferred Stock then outstanding shall be entitled to be paid, and in each case on a pari passu basis, paid out of the assets of the Corporation available for distribution to its stockholders stockholders, before any payment shall be made to the holders of Common Stock or any other class or series of stock ranking on liquidation junior to the Series A B Preferred Stock or (such Common Stock and other stock being collectively referred to as "Junior Stock") by reason of their ownership thereof, an amount per share equal to: (I) with respect to the Series B Preferred Stock, the greater of (i) one $9.165 per share (1) times subject to appropriate adjustment in the Original Issue Price for the Series B Preferred Stockevent of any stock dividend, stock split, combination or other similar recapitalization affecting such shares), plus any dividends accrued and unpaid dividends, whether declared but unpaid thereonor not, or (ii) such amount per share as would have been payable had all shares of each such series of Series B Preferred Stock share been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, dissolution or winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”); and (II) with respect [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. to the Series B-1 Preferred Stock, the greater of (i) one (1) times the Original Issue Price for the Series B-1 Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such series of Series B-1 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B-1 Liquidation Amount”)up. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and the holders of Series B-1 Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1entitled, the holders of shares of Series B Preferred Stock and any class or series of stock ranking on liquidation on a parity with the holders of shares of Series B-1 B Preferred Stock shall share ratably on a pari passu basis in any distribution of the remaining assets available for distribution and funds of the Corporation in proportion to the respective amounts to which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.C-1

Liquidation Dissolution or Winding Up Certain Mergers Consolidations and Asset Sales. 2.1 Preferential Payments to Holders of Series B Preferred Stock and the Holders of Series B-1 Preferred Stock. (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event (as defined below)Corporation, the holders of shares of Series B Preferred Stock and the holders of shares of Series B-1 Convertible Preferred Stock then outstanding shall be entitled to be paid, and in each case on a pari passu basis, paid out of the assets of the Corporation available for distribution to its stockholders stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other class or series of stock of the Corporation ranking on liquidation prior and in preference to the Convertible Preferred Stock (collectively referred to as "Senior Preferred Stock"), but before any payment shall be made to the holders of Series A Common Stock or any other class or series of stock ranking on liquidation junior to the Convertible Preferred Stock or (such Common Stock and other stock being collectively referred to as "Junior Stock") by reason of their ownership thereof, an amount equal to $ 105.0916925 per share equal to: (I) with respect subject to appropriate adjustment in the Series B Preferred Stockevent of any stock dividend, the greater of (i) one (1) times the Original Issue Price for the Series B Preferred Stockstock split, combination or other similar recapitalization affecting such shares), plus any dividends declared but unpaid thereon, or (ii) on such amount per share as would have been payable had all shares of shares. Any such series of Series B Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”); and (II) with respect [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. payment shall be rounded to the Series B-1 Preferred Stock, the greater of (i) one (1) times the Original Issue Price for the Series B-1 Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of such series of Series B-1 Preferred Stock been converted into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amounts payable pursuant to this sentence is hereinafter referred to as the “Series B-1 Liquidation Amount”)nearest cent. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock and the holders of Series B-1 Convertible Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1entitled, the holders of shares of Series B Convertible Preferred Stock and any class or series of stock ranking on liquidation on a parity with the holders of shares of Series B-1 Convertible Preferred Stock shall share ratably on a pari passu basis in any distribution of the remaining assets available for distribution and funds of the Corporation in proportion to the respective amounts to which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.