Common use of Payments to Holders of Series A Preferred Stock Clause in Contracts

Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (each, a “Liquidation Event”), the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Series B Preferred Stock or the holders of Junior Stock, by reason of their ownership thereof, an amount per share equal to the aggregate Original Issue Price of the shares of Series A Preferred Stock then outstanding, plus an amount equal to the difference between (i) an amount equal to ten percent (10%) per annum of the Original Issue Price of the shares of Series A Preferred Stock from the Original Issue Date through and including the date of the Liquidation Event, less (ii) the aggregate amount of Series A Dividends previously paid on such shares of Series A Preferred Stock in accordance with Section 2.1 (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Liquidation Amount”), which such amount shall be shared ratably among the holders of Series A Preferred Stock in proportion to the respective amounts which are payable to such holders in respect of the shares of Series A Preferred Stock held by them upon a distribution of the Series A Liquidation Amount. If upon any such Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full Series A Liquidation Amount to which they shall be entitled under this Section 4.1, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Series A Preferred Stock shall rank, as to the distribution of assets of the Corporation upon a Liquidation Event, senior to the Series B Preferred Stock and the Junior Stock.

Payments to Holders of Series A Preferred Stock. In Subject to the prior and superior rights of the holders of any shares of any other class or series of Preferred Stock, par value $0.0001 per share, of the Corporation (the “Preferred Stock”) ranking prior and superior to the shares of Series A Preferred Stock with respect to such transactions, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event (eachas defined below), a before any payment shall be made to the holders of the Corporation’s Common Stock, par value $.0001 (the “Liquidation EventCommon Stock”), the holders by reason of their ownership thereof, each holder of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the funds and assets of the Corporation available for distribution to its stockholders before stockholders, the greater of (x) such holder’s Liquidation Preference and (y) the amount such holder would receive pursuant to Section 2.2. “Liquidation Preference” means, as to any payment shall be made to the holders of Series B Preferred Stock or the holders of Junior Stock, by reason of their ownership thereof, an amount per share equal to the aggregate Original Issue Price of the shares holder of Series A Preferred Stock then outstandingStock, plus an amount equal to the difference between (i) an amount equal to ten percent (10%) per annum number of the Original Issue Price of the shares of Series A Preferred Stock from the Original Issue Date through and including the date of the Liquidation Event, less (ii) the aggregate amount of Series A Dividends previously paid on such shares of Series A Preferred Stock in accordance with Section 2.1 (the amount payable pursuant to this sentence is hereinafter referred to as the “Series A Liquidation Amount”), which such amount shall be shared ratably among the holders of Series A Preferred Stock in proportion to the respective amounts which are payable to such holders in respect of the shares of Series A Preferred Stock held by them upon a distribution of such holder multiplied by $25.50 (as adjusted for stock splits, combinations, reorganizations and the like with respect to the Series A Liquidation AmountPreferred Stock) (the “Original Issue Price”). If upon any such liquidation, dissolution or winding up or Deemed Liquidation EventEvent of the Corporation, the funds and assets of the Corporation available for distribution to its the stockholders of the Corporation shall be insufficient to pay the holders of shares of Series A Preferred Stock the full Series A Liquidation Amount amount to which they shall be are entitled under this Section 4.12.1, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the funds and assets available for distribution in proportion to the respective amounts which that would otherwise be payable in respect of the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Series A Preferred Stock shall rank, as to the distribution of assets of the Corporation upon a Liquidation Event, senior to the Series B Preferred Stock and the Junior Stock.

Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (each, a “Liquidation Event”)Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders the Corporation’s stockholders, by reason of their ownership thereof and before any payment shall be made to the holders of Series B Preferred Common Stock or to Arrowhead Research Corporation (“Arrowhead”) or any successor or assign of Arrowhead to satisfy the holders of Junior Stock, $5.3 million in unsecured demand notes held by reason of their ownership thereofArrowhead, an amount per share (the “Series A Preferential Amount”) equal to (i) two and one-half (2.5) times the aggregate Series A Original Issue Price (subject to appropriate adjustment in the event of the shares of Series A Preferred Stock then outstandingany stock split, plus an amount equal to the difference between (i) an amount equal to ten percent (10%) per annum of the Original Issue Price of the shares of Series A Preferred Stock from the Original Issue Date through and including the date of the Liquidation Eventcombination or other similar recapitalization affecting such shares), less (ii) the aggregate amount sum of any dividends on a per share basis previously paid to the holder of such Series A Dividends previously paid on such shares Preferred Stock. For purposes hereof, (i) “Series A Original Issue Price” shall mean One Thousand Dollars ($1,000) per share of Series A Preferred Stock in accordance with Section 2.1 issued on the Series A Original Issue Date and (the amount payable pursuant to this sentence is hereinafter referred to as the ii) “Series A Liquidation Amount”), Original Issue Date” shall mean the date on which such amount shall be shared ratably among the holders first share of Series A Preferred Stock in proportion to the respective amounts which are payable to such holders in respect of the shares of Series A Preferred Stock held by them upon a distribution of the Series A Liquidation Amountwas issued. If upon any such Liquidation Eventliquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full aforesaid Series A Liquidation Preferential Amount to which they shall be entitled under this Section 4.1entitled, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the remaining assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares of Series A Preferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The Series A Preferred Stock shall rank, as to the distribution of assets of the Corporation upon a Liquidation Event, senior to the Series B Preferred Stock and the Junior Stock.