Common use of Number; Designation; Rank Clause in Contracts

Number; Designation; Rank. (a) This series of convertible participating Preferred Stock is designated as the “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock is [ ] shares, par value $.001 per share. (b) The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company: (i) senior in preference and priority to the common stock of the Company, par value $.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, and each other class or series of Equity Security of the Company the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Parity Securities”), and (iii) junior in preference and priority to each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Senior Securities”).

Number; Designation; Rank. (a) This series of convertible participating redeemable Preferred Stock is designated as the “Series A Convertible Redeemable Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock is [ ] 7,401,832 shares, par value $.001 0.001 per shareshare (which number includes 3,401,832 shares of Series A Preferred Stock reserved exclusively for the payment of dividends in kind). (b) The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Companya Liquidation Event: (i) senior in preference and priority to the common stock of the Company, par value $.001 0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, and each other class or series of Equity Security of the Company Company, the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively, the “Parity Securities”), ; and (iii) junior in preference and priority to each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively, the “Senior Securities”).

Number; Designation; Rank. (a) This series of convertible participating Preferred Stock is designated as the “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock is [ ] 23,625 shares, par value $.001 per share. (b) The Series A Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company: (i) senior in preference and priority to the common stock of the Company, par value $.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, and each other class or series of Equity Security of the Company the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Parity Securities”), and (iii) junior in preference and priority to each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Senior Securities”).

Number; Designation; Rank. (a) This series of convertible participating redeemable Preferred Stock is designated as the “Series A Convertible Redeemable Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock is [ ] 7,401,832 shares, par value $.001 0.001 per shareshare (which number includes 3,401,832 shares of Series A Preferred Stock reserved exclusively for the payment of dividends in kind). (b) The Series A Preferred Stock ranks, with respect to dividend rights and and, subject to Section 3(e), rights upon liquidation, dissolution or winding up of the Companya Liquidation Event: (i) senior in preference and priority to the common stock of the Company, par value $.001 0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, and each other class or series of Equity Security of the Company Company, the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively, the “Parity Securities”), ; and (iii) junior in preference and priority to each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company a Liquidation Event (collectively, the “Senior Securities”).

Number; Designation; Rank. (a) This series of convertible participating Preferred Stock is designated as the “Series A C Junior Participating Convertible Preferred Stock” (the “Series A C Preferred Stock”). The number of shares constituting the Series A C Preferred Stock is [ ] 36,900 shares, par value $.001 per share. (b) The Series A C Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company: (i) senior in preference and priority to the common stock of the Company, par value $.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, ) and each other class or series of Equity Security of the Company the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that are designated as “Junior Participating Preferred Stock,” par value $.001 per share, the “Series B Junior Participating Convertible Preferred Stock,” par value $.001 per share (the “Series B Preferred Stock”), and each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Parity Securities”), and (iii) junior in preference and priority to the series of Preferred Stock of the Company that is designated as “Series A Convertible Preferred Stock,” par value $.001 per share (the “Series A Preferred Stock”), and each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Senior Securities”).

Number; Designation; Rank. (a) This series of convertible participating Preferred Stock is designated as the “Series A B Junior Participating Convertible Preferred Stock” (the “Series A B Preferred Stock”). The number of shares constituting the Series A B Preferred Stock is [ ] 23,625 shares, par value $.001 per share. (b) The Series A B Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company: (i) senior in preference and priority to the common stock of the Company, par value $.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Junior Participating Preferred Stock”, par value $.001 per share, ) and each other class or series of Equity Security of the Company the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series A B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that are designated as “Junior Participating Preferred Stock,” par value $.001 per share, the “Series C Junior Participating Convertible Preferred Stock,” par value $.001 per share (the “Series C Preferred Stock”), and each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series A B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Parity Securities”), and (iii) junior in preference and priority to the series of Preferred Stock of the Company that is designated as “Series A Convertible Preferred Stock,” par value $.001 per share (the “Series A Preferred Stock”), and each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series A B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Senior Securities”).