Common use of Series D Preferred Stock Clause in Contracts

Series D Preferred Stock. Effective from and after the Effective Time and until the Amendments (as defined in Section 2.2(b)) have been approved by the stockholders of the Company and filed by the Company with, and accepted by, the Delaware Secretary of State, Pillar I, as the sole holder of the Company’s outstanding Series D Convertible Preferred Stock, par value $0.01 per share (the “SERIES D PREFERRED STOCK”) hereby (i) irrevocably waives the right of the holders of the Series D Preferred Stock under Section 2.1 of the Certificate of Designations, Preferences and Rights of Series D Preferred Stock, as amended from time to time (the “SERIES D CERTIFICATE OF DESIGNATIONS”) to receive, in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company (herein, a “LIQUIDATION”), an amount per share of Series D Preferred Stock equal to the Series D Original Issue Price (as defined in the Series D Certificate of Designations) plus any dividends accrued or declared but unpaid thereon to the extent such amount is greater than the amount that would have been payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation (the “SERIES D LIQUIDATION PREFERENCE RIGHT”) and (ii) irrevocably agrees that in accordance with Section 2.1 of the Certificate of Designations upon a Liquidation the holders of the Series D Preferred Stock shall receive under Section 2.1 of the Series D Certificate of Designations an amount per share of Series D Preferred Stock equal to the amount that would be payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(A), and in accordance with Section 8 of the Series D Certificate of Designations, simultaneously upon the execution of this Agreement Pillar I, in its capacity as the holder of 100% of the issued and outstanding shares of Series D Preferred Stock, has delivered to the Company an irrevocable waiver of the Series D Liquidation Preference Right.

Series D Preferred Stock. Effective from and after the Effective Time and until the Amendments (as defined in Section 2.2(b)) have been approved by the stockholders of the Company and filed by the Company with, and accepted by, the Delaware Secretary of State, Pillar I, as the sole holder of the Company’s outstanding Series D Convertible Preferred Stock, par value $0.01 per share (the “SERIES D PREFERRED STOCK”) hereby (i) irrevocably waives the right of the holders of the Series D Preferred Stock under Section 2.1 of the Certificate of Designations, Preferences and Rights of Series D Preferred Stock, as amended from time to time (the “SERIES D CERTIFICATE OF DESIGNATIONS”) to receive, in In the event of a any voluntary or involuntary liquidation, dissolution or winding up of the Company Corporation, the holders of shares of Series D Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to payment in full of all amounts required to be distributed to the holders of Series E Preferred Stock, Series F Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series A, B and D Preferred Stock (hereinsuch Series E Preferred Stock, a “LIQUIDATION”)Series F Preferred and other stock being collectively referred to as "Senior to D Preferred Stock") but before any payment shall be made to the holders of Series A and B Preferred Stock, Common Stock or any other class or series of stock ranking on liquidation junior to the Series D Preferred Stock (such Series A and Series B Preferred Stock, Common Stock and other stock being collectively referred to as "Junior to D Stock") by reason of their ownership thereof, an amount per equal to the greater of (A) $6.00 for each share of Series D Preferred Stock equal then held by them (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) or (B) that amount which they would have received had they converted each share of Series D Original Issue Price (as defined in Preferred Stock held by them on the Series D Certificate date of Designations) plus such liquidation, dissolution, or winding up into Common Stock on such date. If upon any dividends accrued such liquidation, dissolution or declared but unpaid thereon winding up of the Corporation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the extent such amount is greater than the amount that would have been payable with respect to such share had all holders of shares of Series D Preferred Stock been converted into Common Stock pursuant the full amount to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation (the “SERIES D LIQUIDATION PREFERENCE RIGHT”) and (ii) irrevocably agrees that in accordance with Section 2.1 of the Certificate of Designations upon a Liquidation which they shall be entitled, the holders of shares of Series D Preferred Stock and any class or series of stock ranking on liquidation on a parity with the Series D Preferred Stock shall receive under Section 2.1 share ratably in any distribution of the Series D Certificate remaining assets and funds of Designations an amount per share of Series D Preferred Stock equal the Corporation in proportion to the amount that respective amounts 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 share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(A), and were paid in accordance with Section 8 of the Series D Certificate of Designations, simultaneously upon the execution of this Agreement Pillar I, in its capacity as the holder of 100% of the issued and outstanding shares of Series D Preferred Stock, has delivered to the Company an irrevocable waiver of the Series D Liquidation Preference Rightfull.

Series D Preferred Stock. Effective from and after (i) In the Effective Time and until event the Amendments (as defined in Section 2.2(b)) have been approved by the stockholders of the Company and filed by the Company withCorporation voluntarily or involuntarily liquidates, and accepted bydissolves or winds up, the Delaware Secretary of State, Pillar I, as the sole holder of the Company’s outstanding Series D Convertible Holders at the time shall be entitled to receive liquidating distributions in an amount equal to the Series D Liquidation Preference per share of Series D Preferred Stock, par value $0.01 per share (before any distribution of assets is made to or set aside for the “SERIES D PREFERRED STOCK”) hereby (i) irrevocably waives the right holders of the holders Common Stock or any other Series D Junior Securities. (ii) After payment of the full amount of the liquidation distribution set forth in Section 5(b)(i), the Series D Holders shall be entitled to receive additional liquidating distributions in such amounts as the Series D Holders would be entitled to receive if all of the Series D Preferred Stock under Section 2.1 of were converted solely and directly into Common Stock by the Certificate of Designations, Preferences and Rights of Series D Preferred Stock, as amended from time Holders (without regard to time (the “SERIES D CERTIFICATE OF DESIGNATIONS”Applicable Ownership Limit) to receive, in the event of a voluntary or involuntary immediately before such liquidation, dissolution or winding winding-up. (iii) In the event the assets of the Corporation available for distribution (or proceeds from the sale thereof) to stockholders upon any liquidation, dissolution or winding-up of the Company (hereinaffairs of the Corporation, a “LIQUIDATION”)whether voluntary or involuntary, an amount per share of Series D Preferred Stock equal shall be insufficient to pay in full the Series D Original Issue Price (as defined in the Series D Certificate of Designationsamounts payable pursuant to Section 5(b)(i) plus any dividends accrued or declared but unpaid thereon to the extent such amount is greater than the amount that would have been payable with respect to such share had all outstanding shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation (the “SERIES D LIQUIDATION PREFERENCE RIGHT”) and (ii) irrevocably agrees that in accordance with Section 2.1 of the Certificate of Designations upon a Liquidation the holders of the Series D Preferred Stock shall receive under Section 2.1 of and the corresponding amounts payable on any Series D Parity Securities, the Series D Certificate Holders and the holders of Designations an amount per share of such Series D Preferred Stock equal Parity Securities shall share ratably in any distribution of assets of the Corporation in proportion to the amount that full respective liquidating distributions to which they would otherwise be payable respectively entitled. (iv) For purposes of this Section 5(b), the Corporation’s consolidation or merger with respect to such share had or into any other entity, the consolidation or merger of any other entity with or into the Corporation, or the sale of all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 or substantially all of the Series D Certificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(A)Corporation’s assets, and in accordance with Section 8 of the Series D Certificate of Designationsproperty or business will not constitute its liquidation, simultaneously upon the execution of this Agreement Pillar I, in its capacity as the holder of 100% of the issued and outstanding shares of Series D Preferred Stock, has delivered to the Company an irrevocable waiver of the Series D Liquidation Preference Rightdissolution or winding up.

Series D Preferred Stock. Effective from and after the Effective Time and until the Amendments (as defined in Section 2.2(b)) have been approved by the stockholders of the Company and filed by the Company with, and accepted by, the Delaware Secretary of State, Pillar I, as the sole holder of the Company’s outstanding Series D Convertible Preferred Stock, par value $0.01 per share (the “SERIES D PREFERRED STOCK”) hereby (i) irrevocably waives the right of the holders of the Series D Preferred Stock under Section 2.1 of the Certificate of Designations, Preferences and Rights of Series D Preferred Stock, as amended from time to time (the “SERIES D CERTIFICATE OF DESIGNATIONS”) to receive, in In the event of a any voluntary or involuntary liquidation, dissolution or winding up of the Company Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Series E Preferred Stock and Series D-1 Preferred Stock, the holders of shares of Series D 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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Common Stock by reason of their ownership thereof (herein, including a “LIQUIDATION”dividend to such other stockholders), an amount per share of Series D Preferred Stock equal to the greater of (i) the Series D Original Issue Price (as defined in the plus any Series D Certificate of Designations) plus Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends accrued or declared but unpaid thereon to the extent thereon, or (ii) such amount is greater than the amount that per share as would have been payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such liquidation, dissolution or winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “SERIES Series D LIQUIDATION PREFERENCE RIGHTLiquidation Amount”) and (ii) irrevocably agrees that in accordance with Section 2.1 ). If upon any such liquidation, dissolution or winding up of the Certificate Corporation or Deemed Liquidation Event, the assets of Designations upon a Liquidation the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of the Series D Preferred Stock shall receive under Section 2.1 of the Series D Certificate of Designations an amount per share of Series D Preferred Stock equal to the amount that would be payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant the full amount to Section 4 which they shall be entitled under this Subsection 2.1.3, the holders of the Series D Certificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(A), and in accordance with Section 8 of the Series D Certificate of Designations, simultaneously upon the execution of this Agreement Pillar I, in its capacity as the holder of 100% of the issued and outstanding shares of Series D Preferred Stock, has delivered Stock shall share ratably in any distribution of the assets available for distribution in proportion to the Company an irrevocable waiver respective amounts which would otherwise be payable in respect of the shares of Series D Liquidation Preference RightPreferred Stock held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.