Common use of Preference on Liquidation Clause in Contracts

Preference on Liquidation. (a) Upon the liquidation or dissolution of the Company ("Liquidation Event"), the holders of Series A Preferred Stock shall be entitled to receive out of the Company's assets, for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. (a) Upon the liquidation or dissolution of the Company ("Liquidation Event"), the holders of Series A Preferred Stock shall be entitled to receive out of the Company's assets, for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 0.57 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. (a) Upon the liquidation or dissolution of the Company ("Liquidation Event"), the holders of Series A B Preferred Stock shall be entitled to receive out of the Company's assets, for each share of Series A B Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A B Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A B Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A B Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A B Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A B Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A B Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. (a) Upon In the liquidation event of any voluntary or involuntary liquidation, dissolution or winding up of the Company ("Liquidation Event")Corporation, the holders of Series A shares of Preferred Stock then outstanding shall be entitled to receive be paid, out of the Company's assetsassets of the Corporation available for distribution to its stockholders, for each whether from capital surplus or earnings, before any payment shall be made with respect to the Common Stock, an amount equal to (i) $0.7042254 per share of Series A Preferred Stock outstanding at then held by them, $3.63 per share of Series B Preferred Stock then held by them, $5.249 per share of Series C Preferred Stock then held by them and $12.00 ($6.00 after the time thereof, distributions in the Series D Dividend) per share of Series D Preferred Stock then held by them (each such amount of $0.31755 (subject to adjustment from time be adjusted to time as a result of a reflect subsequent stock splitdividends, stock combination splits or any other similar event affecting the outstanding number of shares of Series A Preferred Stockrecapitalizations), and (ii) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but declared and unpaid dividends thereon, whether or not declared (with respect to each such series to the Original Issue Price together with such dividends, the "Liquidation Preference")date fixed for distribution. (b) Distributions If upon liquidation, dissolution or winding up of the Company's cashCorporation, securities and other the assets pursuant of the Corporation available for distribution to this Section 3 its stockholders shall be made insufficient to pay the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total full amounts to which they shall be entitled under Section 2(a) above, the holders of all shares of Series A the Preferred Stock and all other Parity Stock are entitled shall share ratably in any distribution of assets according to the respective amounts which would be payable with respect to the shares held by them upon a Liquidation Event. (c) No payment or such distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, if all amounts due in payable on or with respect of any to said shares of Senior Stock have been were paid in full. (dc) No payment After setting apart or distribution shall be made paying in respect of any shares of Junior Stock unless, at full the time of such distribution, amounts due the holders of shares of Series A the Preferred Stock under Sections 2(a) and 2(b), above, the remaining assets of the Corporation available for distribution to stockholders, if any, shall have received be distributed ratably on a per share basis among the Liquidation Preference with respect holders of Common Stock and the holders of Preferred Stock as if fully converted to each shareCommon Stock. (ed) Upon The (i) merger or consolidation of the payment Corporation into or with another corporation in full which the stockholders of the Corporation shall own less than 50% of the voting securities of the surviving corporation, (ii) sale, transfer or lease (but not including a transfer or lease by pledge or mortgage to a bona fide lender) of all amounts due to a holder or substantially all of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the CompanyCorporation, or (iii) sale by the Corporation's stockholders of 50% or more of the Corporation's outstanding securities in one or more related transactions shall be deemed to be a liquidation, dissolution or winding up of the Corporation as those terms are used in this Section 2; provided that the transactions described in subsections (i), (ii) and (iii) of the foregoing sentence shall not be deemed to be a liquidation, dissolution or winding up if the holders of the shares of Preferred Stock would receive under the terms of the agreement regarding the transaction described in clause (i), (ii) or (iii) above, an amount per share of Preferred Stock which is equal to or greater than the amount which would be received upon a liquidation, dissolution or winding up of the Corporation on the date of such transaction, assuming for such purpose that the aggregate consideration received by such holders in such transaction were treated as an asset of the Corporation.

Preference on Liquidation. (a) Upon In the liquidation event of any liquidation, dissolution or dissolution winding up of the Company Corporation, distributions to the stockholders of the Corporation shall be made in the following manner: ("Liquidation Event"), the i) The holders of Series A the Preferred Stock shall be entitled to receive out receive, prior and in preference to any distribution of any of the Company's assetsassets or surplus funds of the Corporation to the holders of the Common Stock by reason of their ownership of such stock, the amount of (A) $1.17087 per share for each share of Series A Preferred Stock outstanding at the time thereofthen held by them, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a adjusted for any stock split, combination, consolidation, or stock combination distributions or any other similar event affecting the outstanding number of shares of Series A Preferred Stockstock dividends with respect to such shares, and (B) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereonon the Preferred Stock as provided in Subsection 1 above. If the assets and funds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, whether then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Preferred Stock in proportion to their aggregate preferential amounts. (ii) The remaining assets of the Corporation, after payment in full to the holders of Preferred Stock of all amounts exclusively payable on or not declared (with respect to said shares, shall be distributed ratably among the Original Issue Price together with such dividends, holders of the "Liquidation Preference")Common Stock. (b) Distributions The following shall be deemed to be a liquidation, dissolution or winding up within the meaning of this Subsection: (i) an acquisition, consolidation or merger of this Corporation with or into any other corporation or corporations unless the stockholders of the Company's Corporation prior to such transaction directly or indirectly own more than fifty percent (50%) of the voting stock of the surviving or acquiring corporation or corporations; (ii) the sale, transfer or other disposition of all or substantially all of the assets of this Corporation to a person other than a corporation or partnership controlled by the Corporation or its stockholders; and (iii) the effectuation by the Corporation of a transaction or series of related transactions in which more than 50% of the outstanding voting power of the Corporation prior to such transaction or series of related transactions is disposed of. (c) In the event the Corporation shall propose to take any action of the type described in subsection (a) or (b) of this Subsection 2, the Corporation shall, within ten (10) days after the date the Board of Directors approves such action or twenty (20) days prior to any stockholders' meeting called to approve such action, whichever is earlier, give each holder of shares of the Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the holders of shares of the Preferred Stock upon consummation of the proposed action and the proposed date of delivery thereof. If any material change in the facts set forth in the notice shall occur, the Corporation shall promptly give written notice to each holder of shares of the Preferred Stock of such material change. (d) The Corporation shall not consummate any proposed action of the type described in subsection (a) or (b) of this Subsection 2 before the expiration of thirty (30) days after the mailing of the initial written notice or ten (10) days after the mailing of any subsequent written notice, whichever is later; provided, however, that any such 30-day or 10-day period may be shortened upon the written consent of the holders of a majority of the outstanding shares of the Preferred Stock. (e) If the Corporation shall propose to take any action of the type described in subsection (a) or (b) of this Subsection 2 which will involve the distribution of assets other than cash, securities and other the Corporation shall, if requested by the holders of a majority of the Preferred Stock, promptly engage independent competent appraisers to determine the value of the assets pursuant to this Section 3 shall be made distributed to the holders of shares of Series A the Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled Common Stock. The Corporation shall, upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time receipt of such distributionappraiser's valuation, all amounts due in respect give prompt written notice of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders appraiser's valuation to each holder of shares of Series A the Preferred Stock shall have received the Liquidation Preference with respect to each shareStock. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A-1 Preferred Stock and the Series A-2 Preferred Stock will be entitled to receive, on pari passu basis with one another and prior to any distributions made to the holders of Common Stock or any other junior equity security, (a) Upon in the liquidation or dissolution case of the Company Series A-1 Preferred Stock, an amount equal to $1.25 per share ("Liquidation Event"as adjusted for stock splits and the like) plus all declared but unpaid dividends on such shares and (b) in the case of the Series A-2 Preferred Stock, an amount equal to $1.75 per share (as adjusted for stock splits and the like) plus all declared but unpaid dividends on such shares (collectively, the “Preferential Amounts”). After payment of each of the respective Preferential Amounts to the holders of Series A Preferred, the holders of Series A Preferred and the Common Stock shall will be entitled to receive out the remaining assets or property of the Company's assets, for Company on an as converted basis until each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3has received an aggregate of seven (7) times its respective Preferential Amount. Thereafter, such holder any remaining assets or property of the Company shall not be entitled to any further participation in distributed pro-rata among the holders of the Common Stock. In the event the assets of the Company are insufficient to pay the full Preferential Amounts to all holders of Series A Preferred, the assets of the Company shall be distributed ratably among such holders in proportion to the product of the liquidation preference for each such share and the number of shares owned by such holder. Merger, Consolidation A merger, other corporate reorganization, sale Of control, or any transaction in which all or substantially all of the assets of the Company are sold (other than a merger into a wholly owned subsidiary) (a “Liquidating Merger”) will be treated as a liquidation for purposes of the Series A Preferred liquidation preference. Registration Rights Commencing upon the earlier to occur of (a) four (4) years from -the date of the closing of the sale of the Series A-1 Preferred ‘Stock or (b) six (6) months after the Initial Public Offering (as defined below), the holders of Registrable Securities (Common Stock issued or issuable upon conversion of the Series A Preferred) will have the right to demand two (2) registrations, each such demand being at the request of the holders of at least twenty percent (20%) of the then outstanding Registrable Securities. Holders of at least 1,000,000 shares of such securities will also have rights to an unlimited number of piggyback registrations, subject to the right of the Company and its underwriters to reduce the number of Registrable Securities proposed to be registered on a pro rata basis in light of market conditions. In addition, all holders will be entitled to two (2) demand registrations on Form S-3 per year, provided such registered offerings are not less than $1,000,000. The Company will bear registration Expenses (exclusive of underwriting discounts and commissions) of all demand and piggyback registrations and registrations on Form S-3. The registration rights may be transferred to (i) a transferee or assignee of all of an investor’s Registrable Securities, (ii) another holder of Registrable Securities who already possesses registration rights, (iii) a transferee or assignee acquiring 10% or more of the outstanding stock of the Company, provided that the Company is given written notice thereof, or (iv) to a current or former affiliated limited partnership, a limited partner, general partner or other affiliate of an investor. Registration rights will terminate on the sixth (6th) anniversary of the closing of the first firmly underwritten public offering of shares of Common Stock of the Company (the “Initial Public Offering”), or, with respect to each investor, at the time the investor is entitled to sell all of such investor’s Company shares pursuant to Rule 144 (including Rule 144(k)). In connection with the grant of registration rights, the investors will agree not to sell their Company shares for a specified period (not to exceed 180 days) following the effective date of the Initial Public Offering.

Preference on Liquidation. (a) Upon In the liquidation event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding up of the Company, before any payment or distribution of the assets of the Company ("Liquidation Event")whether capital or surplus) shall be made to or set apart for the holders of Common Stock or of any other class of stock of the Company ranking junior to the Preferred Stock in distribution of assets upon liquidation, the holders of Series A shares of the Preferred Stock shall each be entitled to receive payment of the stated value per share held by them plus any accrued and unpaid dividends and interest thereon to the date of final distribution to such holders, but they shall be entitled to receive out of the Company's assets, for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject no further payment with respect to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference")shares. (b) Distributions Nothing herein contained shall be deemed to prevent redemption of shares of the Preferred Stock by the Company in the manner provided in Paragraph 4. Neither the merger nor consolidation of the Company into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Company, nor a sale, transfer or lease of all or any part of the assets of the Company's cash, securities shall be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this Paragraph 3. (c) Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, stating a payment date and other assets pursuant the place where the distributable amounts shall be payable and containing a statement of or reference to this Section 3 the conversion, if any, right set forth in Paragraph 6, shall be given, by not less than thirty (30) days prior to the payment date stated therein, to the holders of record of the Preferred Stock. (d) No payment on account of such liquidation, dissolution or winding up of the affairs of the Company shall be made to the holders of shares any class or series of Series A stock ranking on a parity with the Preferred Stock and all other Parity in respect to the distribution of assets, unless there shall likewise be paid at the same time to the holders of the Preferred Stock like proportionate distributive amounts, ratably, in proportion to the total full distributive amounts to which they and the holders of all shares of Series A Preferred Stock and all other Parity Stock such parity stock are respectively entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each sharesuch preferential distributions. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. (a) Upon the liquidation any voluntary or involuntary liquidation, dissolution or winding-up of the Company ("Liquidation Event")Corporation, the holders of Series A J Preferred Stock shall be entitled to receive be paid, out of the Company's assetsassets of the Corporation available for distribution to stockholders, for each the liquidation preference of $100.00 per share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A J Preferred Stock) , plus, without duplication, an amount in cash equal to all accrued and unpaid dividends thereon to the date fixed for liquidation, dissolution or winding-up (as adjusted from time to time, the "Original Issue Price") plus including an amount equal to all accumulated but unpaid dividends thereona prorated dividend for the period from the last Dividend Payment Date, whether or not declared (if such event is prior to the Original Issue Price together with such dividendsfirst Dividend Payment Date, from the "Liquidation Preference"Closing Date, to the date fixed for liquidation, dissolution or winding-up), before any distribution is made on any Junior Stock, including, without limitation, any class of common stock of the Corporation. (b) Distributions If, upon any voluntary or involuntary liquidation, dissolution or winding-up of the Company's cashCorporation, securities the amounts payable with respect to the Series J Preferred Stock and all Parity Stock are not paid in full, then the assets of the Corporation available for distribution among the holders of the Series J Preferred Stock and any Parity Stock shall bear to each other assets pursuant to this Section 3 shall be made the same ratio that the full amounts payable on liquidation, dissolution or winding-up of the Corporation to the holders of shares of Series A J Preferred Stock and all other any Parity Stock in proportion bear to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Eventeach other. (c) No After payment or distribution shall be made in respect of any shares the full amount of Series A Preferred Stock pursuant the liquidation preference and accumulated and unpaid dividends to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distributionwhich they are entitled, the holders of shares of Series A J Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the any distribution of assets of the CompanyCorporation. (d) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consolidation) of all or substantially all of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more entities shall be deemed to be or constitute a liquidation, dissolution or winding-up of the Corporation. (e) Notice of any payment to the holders of Series J Preferred Stock as a result of the liquidation, dissolution or winding-up of the Corporation, stating the payment date or dates when and the place or places where the amounts distributable in such circumstances shall be payable, shall be given not more than sixty (60) but not less than thirty (30) days prior to any payment date stated therein, to the holders of shares of Series J Preferred Stock as provided in Section 11 herein.

Preference on Liquidation. (a) Upon In the liquidation event that the Corporation shall liquidate, dissolve or dissolution wind up, whether voluntarily or involuntarily, or if there shall occur any reduction or decrease in the Corporation's equity securities resulting in a distribution of assets to the holders of any class or series of the Company ("Liquidation Event")Corporation's equity securities, the holders of each share of Series A Preferred Stock shall be entitled to receive out of the Companyassets of the Corporation available for distribution to holders of the Corporation's assetscapital stock of all classes, for each share whether such assets are capital, surplus or earnings ("Available Assets"), before any distribution or payment is made to any holders of Pari Passu Securities, Common Stock or Series A Junior Securities, or any other class or series of capital stock of the Corporation designated to be junior to the Series A Preferred Stock outstanding at in liquidation preference, jointly (to the time thereofextent there exist more than one Series A Preferred holder), distributions the Vacman Property (the "Vacman Preference"); provided, that, if the total value of the Vacman Preference (as determined in accordance with Section II(b)5.c below) is: (i) less than the amount product of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting a) the outstanding Series A Stated Value multiplied by (b) the total number of then issued and outstanding shares of Series A Preferred Stock(such product being the "Liquidation Value"), then a percentage ownership interest in Available Assets equal to the difference between the Liquidation Value and the Vacman Preference (such difference being the "Shortfall Preference") equal to each Series A Preferred holder's percentage ownership interest in the authorized Series A Preferred shall be distributed to each such Series A Preferred holder; or (ii) greater than the Liquidation Value, then, the Series A Preferred holders shall, at their option, either (a) accept the Vacman Property, acknowledge and agree to the third party valuation thereof and pay to the Corporation the difference between the Liquidation Value and the Vacman Preference or (b) reject the Vacman Property and require that the Corporation sell the Vacman Property at auction, the proceeds of which, up to a maximum amount of the Liquidation Value, shall be distributed by the Corporation pro rata to the holders of the Series A Preferred. The aggregate value of the Vacman Preference, as adjusted from time to timeif necessary, and the "Original Issue Price") plus an amount Shortfall Preference, if any, shall be equal to all accumulated but unpaid dividends thereonto, whether or not declared (the Original Issue Price together with such dividendsand shall mean, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Section 3, such holder shall not be entitled to any further participation in the assets of the Company.

Preference on Liquidation. (a1) Upon In the liquidation event of any liquidation, dissolution or dissolution winding up of the Company ("Liquidation Event"), the holders of Series A Preferred Stock shall be entitled to receive out of the Company's assets, for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereonCorporation, whether voluntary or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distributioninvoluntary, the holders of shares of Series A Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to it stockholders, whether from capital, surplus or earnings before any payment shall be made in respect of the Common Stock of the Corporation, an amount equal to $.10 plus all accrued, but unpaid dividends, if any, per share (the "Preference Price"). In the case of any liquidation, dissolution, or winding up of the corporation occurring on or prior to June 11, 1989, after the holders of shares of Series A Stock have received an amount equal to the Preference Price, and the further payment of the full preferential amounts to which the holders of any other Preferred Stock are specifically entitled, the assets remaining shall be distributed ratably among the holders of Common Stock until each holder of Common Stock has received an amount per share equal to the price paid per share to the Corporation by the original holder of each share of Common Stock plus all accrued but unpaid dividends, if any, on such Common Stock. Thereafter, any assets remaining shall be distributed ratably among the holders of all of the stock of the Corporation (Preferred and Common). In case of any liquidation, dissolution or winding up of the Corporation occurring subsequent to June 11, 1989, after the holders of shares of Series A Stock have received an amount equal to the Liquidation Preference with respect Price, and the further payment of the full preferential amounts to which the holders of any other Preferred Stock are specifically entitled, the assets remaining shall be distributed ratably among the holders of Common Stock until each holder of Common Stock has received an amount equal to the Preference Price. (The amount required to pay the full Preference Price to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Stock and other preferred stock and the amount required to be paid to each holder of Common Stock hereunder is hereinafter collectively referred to as the "Payout.") Thereafter, any assets remaining shall be distributed ratably among the holders of all of the stock of the Corporation (Preferred Stock pursuant to this Section 3and Common). (2) The sale, such holder shall not be entitled to any further participation in transfer or lease of all or substantially all of the assets of the CompanyCorporation, the gross proceeds of which do not exceed the Payout, shall be deemed to be a liquidation, dissolution or winding up of the Corporation as those terms are used in this paragraph (b). (3) If upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay the full preferential amounts required to be paid to the holders of series A Stock and the holders of any other Preferred Stock on a parity therewith as to liquidation preferences, then the entire assets of the Corporation legally available to be distributed shall be distributed ratably among the holders of Series A Stock and such other holders according to the respective preferential amounts to which such holders would otherwise be entitled.

Preference on Liquidation. (a) Upon Amount, Priority, Etc. --------------------- (i) In the liquidation event of any voluntary or involuntary liquidation, dissolution or winding up of the Company ("Liquidation Event")Corporation, the holders of shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock then outstanding shall be entitled to receive be paid, out of the Companyassets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made in respect of the Corporation's assetsCommon Stock, for each an amount equal to Fifty Cents ($0.50) per share of Series A Preferred Stock outstanding at Stock, One Dollar ($1.00) per share of Series B Preferred Stock, One Dollar ($1.00) per share of Series C Preferred Stock, One Dollar and Twenty-five Cents ($1.25) per share of Series D Preferred Stock, Seventy-five Cents ($0.75) per share of Series E Preferred Stock, and Fifty-five Cents ($0.55) per share of Series F Preferred Stock, for each such share held plus all declared and unpaid dividends thereon to the time thereof, distributions in the amount of $0.31755 date fixed for distribution (subject to adjustment from time to time as a result of a adjusted for stock splitsplits, stock combination dividends, recapitalizations and the like). If, upon liquidation, dissolution or any other similar event affecting winding up of the outstanding number Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock the full amounts to which they shall be entitled pursuant to this Article FOURTH, Section 2 (a) (i), the entire assets of the Corporation available for distribution shall be distributed to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock ratably according to the respective amounts which would be payable in respect of the shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereonSeries B Preferred Stock, whether or not declared (the Original Issue Price together with such dividendsSeries C Preferred Stock, the "Liquidation Preference"). (b) Distributions of the Company's cashSeries D Preferred Stock, securities Series E Preferred Stock, and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A F Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled held by them upon a Liquidation Event. (c) No payment or such distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, if all amounts due in payable on or with respect of any to said shares of Senior Stock have been were paid in full. (dii) No payment After setting apart or distribution shall be made paying in respect of any shares of Junior Stock unless, at full the time of such distribution, preferential amounts due the holders of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock pursuant to this Article FOURTH, Section 32(a)(i), such holder shall not be entitled to any further participation in the remaining assets of the CompanyCorporation available for distribution to stockholders, if any, shall be distributed to the holders of Preferred Stock and Common Stock, with the amount of such distribution for each share of Preferred Stock equal to the amount of such distribution for one share of Common Stock (each such issued and outstanding share of Common Stock entitling the holder thereof to receive an equal proportion of said remaining assets) multiplied by the number of shares of Common Stock into which such share of Preferred Stock is convertible as of the date fixed for such distribution.

Preference on Liquidation. (a) Upon 1. In the liquidation event of any voluntary or involuntary liquidation, dissolution or winding up of the Company ("Liquidation Event")Corporation, the holders Holders of shares of Series A G Preferred Stock then outstanding shall be entitled to receive be paid, out of the Company's assets, assets of the Corporation available for each share of Series A Preferred Stock outstanding at the time thereof, distributions in the amount of $0.31755 (subject distribution to adjustment from time to time as a result of a stock split, stock combination or any other similar event affecting the outstanding number of shares of Series A Preferred Stock) (as adjusted from time to time, the "Original Issue Price") plus an amount equal to all accumulated but unpaid dividends thereonits stockholders, whether from capital, surplus or not declared (the Original Issue Price together with such dividendsearnings, the "Liquidation Preference"). (b) Distributions of the Company's cash, securities and other assets pursuant to this Section 3 shall be made to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No before any payment or distribution shall be made in respect of the Common Stock (and before payment with respect to any other series of preferred stock then in existence and outstanding which is not expressly senior to the Series G Preferred Stock as permitted by Section (A)), if any, an amount equal to Twenty Dollars ($20) per share of Series G Preferred Stock, plus all accrued and unpaid dividends thereon to the date fixed for distribution. After setting apart or paying in full the preferential amounts due to the Holders, the remaining assets of the Corporation available for distribution to stockholders, if any, shall be distributed exclusively to the holders of Common Stock, each such issued and outstanding share of Common Stock entitling the holder thereof to receive an equal proportion of said remaining assets, unless the rights, preferences or privileges of another series of preferred stock then in existence and outstanding has priority over the Common Stock, in which case the holders of such preferred stock would be entitled to receive assets prior to the receipt by holders of the Common Stock as mandated by the terms of such preferred stock issue. If upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the Holders the full amount to which they shall be entitled, the Holders shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares of Series A G Preferred Stock pursuant to Section 3(a) unless, at the time of held by them upon such distribution, distribution if all amounts due in payable on or with respect of any to said shares of Senior Stock have been were paid in full. (d) No payment or distribution shall be made in respect 2. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Corporation shall, within ten (10) days after the date the Board of Directors approves such action, or twenty (20) days prior to any stockholders' meeting called to approve such action, or twenty (20) days after the commencement of any involuntary proceeding, whichever is earlier, give each Holder initial written notice of the proposed action by airmail or other express delivery service. Such initial written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the Holders upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice by airmail or other express delivery service to each Holder of such material change. 3. The Corporation shall not consummate any voluntary or involuntary liquidation, dissolution or winding up of the Corporation before the expiration of thirty (30) days after the mailing by airmail or other express delivery service of the initial notice or ten (10) days after the mailing by airmail or other express delivery service of any subsequent written notice, whichever is later; provided that any such 30- day or 10-day period may be shortened upon the written consent of the Holders of all of the outstanding shares of Junior Stock unlessSeries G Preferred Stock. 4. In the event of any voluntary or involuntary liquidation, at dissolution or winding up of the time Corporation which will involve the distribution of such distributionassets other than cash, the Corporation shall promptly engage competent independent appraisers to determine the value of the assets to be distributed to the Holders, the holders of shares of Series A Preferred other series of preferred stock then in existence and outstanding, if any, and the holders of shares of Common Stock shall have received the Liquidation Preference (it being understood that with respect to each share. (e) Upon the payment in full valuation of all amounts due to securities, the Corporation shall engage such appraiser as shall be approved by the Holders of a holder majority of outstanding shares of Series A G Preferred Stock pursuant to this Section 3Stock, such holder which approval shall not be entitled unreasonably withheld). The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to any further participation in the assets each Holder of the Companyappraiser's valuation.

Preference on Liquidation. (a) Upon Subject to the liquidation preferences of any series of Preferred Stock other than the Series A Preferred Stock, including, without limitation, any liquidation preference prior to any liquidation preference set forth in this Section 2, in the event of any liquidation, dissolution or dissolution winding up of the Company ("Liquidation Event")Company, distributions to holders of Series A Preferred Stock and holders of Common Stock shall be made in the following manner: Amount, Priority, Etc. The holders of Series A Preferred Stock shall be entitled to receive out receive, prior and in preference to any distribution of any of the Company's assetsassets of the Company to the holders of the Common Stock by reason of their ownership of such stock, the amount of (i) $325.00 per share for each share of Series A Preferred Stock outstanding at the time thereofthen held by them, distributions in the amount of $0.31755 (subject to adjustment from time to time as a result of a adjusted for any stock split, stock combination combination, stock distribution or stock dividend with respect to such shares, plus all dividends declared but unpaid pursuant to Section 1 hereof with respect to each share of Series A Preferred Stock. If the assets and funds available for distribution among the holders of Series A Preferred Stock and among the holders of any series of Preferred Stock ranking on a parity with the Series A Preferred Stock with respect to this subsection (a)(1) of Section 2 as to the distribution of assets and funds upon such dissolution, liquidation or winding up shall be insufficient to permit the payment to such holders of their full liquidation payments, then the entire assets and funds of the Company legally available for such distribution shall be distributed ratably among such holders in proportion to their aggregate preferential amounts. After payment in full to the holders of Series A Preferred Stock of all amounts exclusively payable on or with respect to said shares pursuant to subsection (a)(1) of this Section 2, the holders of the Common Stock and any holders of the Company's Preferred Stock who are entitled to participate with the Common Stock on an as-converted basis in any remaining assets of the Company legally available for distribution, if any (collectively, the "Participants") shall be entitled to receive the entire remaining assets and funds of the Company legally available for such distribution, with such amounts to be distributed ratably among such Participants in proportion to their actual and as-converted holdings of shares of Common Stock. For purposes of this Section 2, a merger or consolidation of the Company with or into any other similar corporation or corporations, or the merger of any other corporation or corporations into the Company, in which the stockholders of the Company shall own less than a majority of the voting securities of the surviving corporation, or a sale, transfer or lease (but not including a transfer by pledge or mortgage to a bona fide lender) of all or substantially all of the assets of the Company, shall be treated as a liquidation, dissolution or winding up of the Company. In the event affecting the outstanding number Company shall propose to take any action of the types described in subparagraphs (a) and (b) of this Section 2, the Company shall, within ten (10) days after the date the Board approves such action, or twenty (20) days prior to any stockholders' meeting called to approve such action, whichever is earlier, give each holder of shares of Series A Preferred Stock) (as adjusted from time Stock initial written notice of the proposed action. Such initial written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to timebe received by the holders of shares of Series A Preferred Stock upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the "Original Issue Price"Company shall promptly give written notice to each holder of shares of Series A Preferred Stock of such material change. The Company shall not consummate any proposed action of the types described in subparagraphs (a) plus an amount equal to all accumulated but unpaid dividends thereon, whether or not declared (the Original Issue Price together with such dividends, the "Liquidation Preference"). and (b) Distributions of this Section 2 before the expiration of thirty (30) days after the mailing of the Company's initial notice or twenty (20) days after the mailing of any subsequent written notice, whichever is later; provided that any such 30-day or 20-day period may be shortened upon the written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock. In the event the Company shall propose to take any action of the types described in subparagraphs (a) and (b) of this Section 2 which will involve the distribution of assets other than cash, securities and other the Board shall make a good faith appraisal of the value of the assets pursuant to this Section 3 shall be made distributed to the holders of shares of Series A Preferred Stock and all other Parity Stock in proportion Stock. The Company shall give prompt written notice to the total amounts to which the holders of all shares of Series A Preferred Stock and all other Parity Stock are entitled upon a Liquidation Event. (c) No payment or distribution shall be made in respect of any shares of Series A Preferred Stock pursuant to Section 3(a) unless, at the time of such distribution, all amounts due in respect of any shares of Senior Stock have been paid in full. (d) No payment or distribution shall be made in respect of any shares of Junior Stock unless, at the time of such distribution, the holders each holder of shares of Series A Preferred Stock shall have received the Liquidation Preference with respect to each share. (e) Upon the payment in full of all amounts due to a holder of Series A Preferred Stock such valuation. All notices pursuant to this Section 3, such holder 2 hereof shall not be entitled to any further participation deemed given upon personal delivery or five (5) days after deposit in the assets of the Companya United States Post Office by registered or certified mail.