Common use of Liquidation Preference Clause in Contracts

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) a. In the event of any liquidation, dissolution ----------------------- or winding up of the Corporationcorporation, whether voluntary or involuntary (a "Liquidation")involuntary, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible shares of Preferred Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock on a pari passu basis and prior and in preference to any distribution of any of the assets or surplus funds of the Corporation corporation to the holders of any other shares of stock of the corporation Common Stock by reason of their ownership of such stockthereof, an amount equal to $1.00 per share with respect to the Original Issue Price for each share of Class A Convertible Preferred. (2) Preferred Stock then held by such holder, plus all accrued or declared but unpaid dividends on each such share. If upon the occurrence of a Liquidation such event, the assets and funds thus distributed among the holders of the Class A Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation corporation legally available for distribution shall be distributed ratably among the holders of the Class A Convertible Preferred ratably Stock in proportion to the full amounts preferential amount each such holder is otherwise entitled to which they would otherwise be respectively entitledreceive. (3) b. After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock of the amounts set forth in Article 4(B)(2)(a) above, the entire remaining assets and funds of the corporation legally available for distribution, if any, shall be distributed ratably among the holders of the Common Stock. c. Each holder of an outstanding share of Preferred Stock shall be deemed to have consented, for purposes of Section 160 of the General Corporation Law of the Delaware (and, if applicable, Sections 502, 503 and 506 of the California Corporations Code), to distributions made by this corporation in connection with the repurchase of shares of Common Stock at a price per share no greater than cost issued to or held by employees or consultants upon termination of their employment or services pursuant to agreements providing for the right of said repurchase between this corporation and such persons provided that such repurchases are effected in accordance with Section 6(a)(7) below. d. A sale, conveyance or disposition (in the case one or a series of the Preferred Stock, on an "as converted" basis into Common Stock). (brelated transactions) If any of all or substantially all of the assets of this corporation, a grant of an exclusive license or other transfer (in one or a series of related transactions) of all or substantially all of the Corporation are corporation’s intellectual property or a consolidation or merger of this corporation with or into any other entity or entities, shall be deemed to be distributed a liquidation, dissolution or winding up within the meaning of this Article (4)(B)(2); provided, however, that a consolidation or merger involving this corporation shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Article (4)(B)(2)(d) if following completion of the transaction, the holders of shares of this corporation immediately prior to the transaction own shares which represent at least a majority of the voting power of the surviving corporation. e. Whenever the distribution provided for in this Article 4(B)(2) shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or property. Any securities shall be valued as follows: (i) Freely traded securities: (A) If traded on a securities exchange or through the NASDAQ National Market, the value shall be based on the formula specified in cash under this Section 4the definitive agreements for the deemed liquidation transaction(s) or if no such formula exists, then the board value of directors such securities shall be deemed to be the average of the Corporation closing prices of the securities on such exchange or system over the thirty (30) day period ending three (3) days prior to the closing; (B) If actively traded over-the-counter but not on the NASDAQ National Market, the value shall promptly engage independent competent appraisers to determine be based on the formula specified in the definitive agreements for the deemed liquidation transaction(s) or if no such formula exists, then the value of the assets such securities shall be deemed to be distributed the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the closing; and (C) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis. (ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i)(A), (B) or (C) above to reflect the approximate fair market value thereof, as mutually determined by the corporation and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis. (iii) In the event the requirements of this Section 2 are not complied with, this corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 2 have been complied with; or (B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock or Common Stock. The Corporation shallshall revert to and be the same as such rights, upon receipt preferences and privileges existing immediately prior to the date of such appraiser's valuation, the first notice referred to in Section 2(e)(iv) below. (iv) This corporation shall give prompt written notice to each holder of record of Preferred Stock written notice of such impending transaction within ten (10) days after the Board of Directors approves such transaction or within ten (10) days after the commencement of any involuntary proceeding, whichever is earlier. Such written notice shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and this corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after this corporation has given the first notice provided for herein or sooner than ten (10) days after this corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of the Preferred Stock that are entitled to such notice rights or similar notice rights and that represent a majority of the voting power of all such outstanding shares of Preferred Stock or Stock, voting together as a single class and on an as-converted to Common Stock of the appraiser's valuationbasis.

Liquidation Preference. (a) In the event of Section 5.1. Upon any voluntary or involuntary liquidation, dissolution ----------------------- or winding up of the Corporationaffairs of the Company, whether voluntary or involuntary (a "Liquidation"), the Holder of each share of the Series HP Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation Company available for distribution to its stockholders an amount equal to the Note Conversion Price for each share of Series HP Convertible Preferred Stock then held by such Holder (such amount being herein called the "Liquidation Preference") before any payment shall be made or any assets distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock series or class of the corporation by reason of their ownership of such stock, an amount equal Company's Common Stock and before any payment shall be made to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of any series of the Class A Company's preferred stock. If the assets of the Company are not sufficient to pay in full the payments payable to the Holders of outstanding shares of Series HP Convertible Preferred shall be insufficient to permit Stock upon the payment to such holders liquidation, dissolution or winding up of the full preferential amountaffairs of the Company, then the entire assets and funds Holders of the Corporation legally available for distribution all such shares shall be distributed among the holders share ratably with all other Holders of the Class A shares of Series HP Convertible Preferred ratably Stock in such distribution of assets in proportion to the full amounts to which they would otherwise be respectively entitledLiquidation Preference of the respective shares. Section 5.2. For the purposes of this Section 5, neither the voluntary sale, conveyance, exchange or transfer (3for cash, shares of stock, securities or other consideration) After payment of all or substantially all the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining property or assets of the Corporation Company nor the consolidation or merger of the Company with or into one or more other corporations or other entities shall be distributed pro rata deemed to the holders be a liquidation, dissolution or winding up of the Preferred Stock and Common Stock (in the case of the Preferred StockCompany, on an "as converted" basis into Common Stock)voluntarily or involuntarily. (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. Each share of Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon (a) the “Liquidation Preference”). In the event of any a liquidation, dissolution ----------------------- or winding up of the Corporation (which shall include any merger, reorganization, sale of assets in which control of the Corporation is transferred or event which results in all or substantially all of the Corporation, whether voluntary or involuntary ’s assets being transferred) (a "“Liquidation"”), the holders of Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receiveCorporation, prior before any payment is made to the holders of the other series of Preferred Stock Corporation’s common stock and prior and either in preference to any distribution of the assets or surplus funds of the Corporation to pari pasu with the holders of any other shares series of preferred stock of that may be issued in the corporation by reason of their ownership of such stockfuture, an a per share amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) the Liquidation Preference. If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata insufficient to the holders of the Preferred Stock and Common Stock (pay in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4full such amounts, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the entire assets to be distributed to the holders of Preferred Stock or Common Stockshall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Any remaining assets of the Corporation shall, upon receipt following payment of such appraiser's valuation, give prompt written notice the Liquidation Preference to each holder of shares the holders of Preferred Stock or Common Stock shall be distributed to the holders of the appraiser's valuationCorporation’s common stock and any junior series of preferred stock then outstanding.

Liquidation Preference. (a) In the event of any liquidationa Liquidation Event and after satisfaction of all creditors’ claims and claims that may be mandated by law, dissolution ----------------------- or winding up of distributions to the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders Shareholders shall be distributed as follows:made in the following manner (and the Founders and the Original Shareholders shall procure that distributions to the Shareholders be made in the following manner): (1a) The holders of the Class A Convertible Preferred Each Investor Shareholder shall be entitled to receivereceive for each Series A Preferred Share it holds, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of any of the assets or surplus funds of the Corporation Company to the holders of any other shares of stock of the corporation Ordinary Shares, by reason of their ownership of such stockShares, an the amount equal to $1.00 per share the greater of (x) the aggregate of (i) the applicable Original Issue Price, (ii) any dividends declared and unpaid with respect to each share such Series A Preferred Share, and (iii) an amount that would give such Investor Shareholder a simple non-compounded interest of Class ten percent (10%) per annum on the applicable Original Issue Price, calculated from the applicable Original Issue Date up until the date of receipt by the holder of the full liquidation preference amount thereof, and (y) the then fair market value of one Series A Convertible Preferred. Preferred Share (2) the “Investor Shareholder Liquidation Preference”). If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred available for distribution shall be insufficient to permit the payment to such holders of the full preferential amountInvestor Shareholder Liquidation Preference, then the entire assets and funds of the Corporation Company legally available for distribution shall be distributed ratably among the holders of the Class A Convertible Preferred ratably Investor Shareholders in proportion to the full amounts Investor Shareholder Liquidation Preference to which they would each such Investor Shareholder is otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of After setting aside or paying in full the Investor Shareholder Liquidation Preference due pursuant to Section 7.01 (a) above, the remaining assets of the Corporation are to be distributed other than in cash under this Section 4Company available for distribution, then the board of directors of the Corporation if any, shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shallOrdinary Shares on a pro rata basis, upon receipt based on the number of Ordinary Shares then held by each such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationholder.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up Liquidation of the Corporation, each Holder shall be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders of the Corporation (whether voluntary capital or involuntary (a "Liquidation"surplus), before any distribution of assets is made on the Common Stock or any other Junior Stock, an amount per share of Series A Preferred Stock held by such Holder equal to the sum of (x) the Liquidation Preference plus (y) all accrued and unpaid dividends with respect to such share through and including the date of such Liquidation of the Corporation. Without limiting the provisions set forth in Section 6(c) below, none of (i) the sale of all or substantially all of the property or business of the Corporation (other than in connection with the Liquidation of the Corporation), (ii) the merger, division, conversion or consolidation of the Corporation into or with any other Person or (iii) the merger, division, conversion or consolidation of any other Person into or with the Corporation, shall constitute a Liquidation of the Corporation for the purposes of the immediately preceding sentence. If the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to Holders upon any distribution of the assets or surplus funds Liquidation of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment pay in full all amounts to which such holders of the full preferential amountHolders are entitled pursuant to this Section 4, then the entire assets and funds of the Corporation legally available for no such distribution shall be distributed among the holders made on account of any shares of Parity Stock upon such Liquidation unless proportionate distributable amounts shall be paid on account of the Class shares of Series A Convertible Preferred ratably Stock, ratably, in proportion to the full distributable amounts for which such Holders and holders of any Parity Stock are entitled upon such Liquidation, with the amount allocable to each class or series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each class or series and accrued and unpaid dividends to which they would otherwise be respectively each class or series is entitled. (3) . After the payment to the Holders of the full preferential amounts provided for in this Section 4, such Holders such shall have no right or claim to any of the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock)Corporation. (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) In the event of a. Upon any voluntary or involuntary liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders of all shares of Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled an amount in cash equal to receive$10.00 per share, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, plus an amount equal to $1.00 per share full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution (the "Liquidation Preference") and no more, before any distribution is made on any Series C Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to each share Series C Preferred Stock and all other Series C Parity Securities would not result in payment in full of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation Series C Preferred Stock and such other Series C Parity Securities, the assets Holders and funds thus distributed among the holders of the Class A Convertible Preferred Series C Parity Securities shall be insufficient to permit the payment to such holders share equally and ratably in any distribution of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts liquidation preference to which they would otherwise each is entitled. After payment in full pursuant to this paragraph 4.E.iv.a., the Holders shall not be respectively entitledentitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. b. For the purposes of this paragraph 4.E.iv., neither the voluntary sale, conveyance, exchange or transfer (3for cash, shares of stock, securities or other consideration) After payment of all or substantially all of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining property or assets of the Corporation shall be distributed pro rata to nor the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stockconsolidation, on an "as converted" basis into Common Stock). (b) If any of the assets merger or other business combination of the Corporation are with one or more corporations (whether or not the Corporation is the surviving corporation) shall be deemed to be distributed other than in cash under this Section 4a voluntary or involuntary liquidation, then the board of directors dissolution or winding up of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationCorporation.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class Series A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation Corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class Series A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class Series A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class Series A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class Series A Convertible Preferred as set forth above in paragraph (1)) of this Section 5, any remaining assets of the Corporation shall be distributed pro rata to the holders of the Series A Convertible Preferred Stock and Common Stock (in the case of the Preferred StockSeries A Convertible Preferred, on an "as converted" basis into Common Stock). (b) For purposes of this Section 5, and unless a majority of the holders of the Series A Convertible Preferred affirmatively vote or agree by written consent to the contrary, a Liquidation shall be deemed to include (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) and (ii) a sale of all or substantially all of the assets of the Corporation, unless the Corporation's stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Corporation's acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. (c) If any of the assets of the Corporation are to be distributed other than in cash under this Section 45, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Series A Convertible Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Series A Convertible Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders of all shares of Series C Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled an amount in cash equal to receive$10.00 per share, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, plus an amount equal to $1.00 per share full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution (the "Liquidation Preference") and no more, before any distribution is made on any Series C Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to each share Series C Preferred Stock and all other Series C Parity Securities would not result in payment in full of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation Series C Preferred Stock and such other Series C Parity Securities, the assets Holders and funds thus distributed among the holders of the Class A Convertible Preferred Series C Parity Securities shall be insufficient to permit the payment to such holders share equally and ratably in any distribution of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts liquidation preference to which they would otherwise be respectively each is entitled. (3) . After payment in full pursuant to this paragraph A(4)(a), the Holders shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets affairs of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock)Corporation. (b) If any For the purposes of this paragraph A(4), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation are to be distributed nor the consolidation, merger or other than in cash under this Section 4, then the board of directors business combination of the Corporation with one or more corporations (whether or not the Corporation is the surviving corporation) shall promptly engage independent competent appraisers be deemed to determine the value be a voluntary or involuntary liquidation, dissolution or winding up of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationCorporation.

Liquidation Preference. (a) In the event of any liquidation, a dissolution ----------------------- or winding up of the Corporation, whether Company with voluntary or involuntary liquidation (a "“Deemed Liquidation"”), subject to clause 7.2, the proceeds available for distribution to the Company’s shareholders after redemption of all third parties’ claims and liquidation costs, shall be allocated to the Shareholders in the following order of precedence: (a) First to the holders of C Shares then outstanding in the amount corresponding to the value of their investment and no more, up to a total amount of CHF 47,124,000 (such figure to be adjusted accordingly, both in this Shareholders’ Agreement and in the Articles, in case of a Qualified Investor investing in the Company pursuant to the Investment Agreement) before any amount shall be paid or any assets of the Corporation Company shall be distributed in respect of preference rights of other Shares. If the Deemed Liquidation proceeds of the Shareholders’ Agreement Auris Medical AG Company available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shareholders shall be insufficient to permit such payment in full to the payment to such holders of the full preferential amountC Shares, then the entire assets and funds Deemed Liquidation proceeds of the Corporation legally Company available for distribution to its shareholders shall be distributed among the holders of the Class A Convertible Preferred ratably C Shares in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment their investment in respect of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock).C Shares; (b) If any Thereafter, the remaining Deemed Liquidation proceeds of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation Company shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock B Shares then outstanding in the amount corresponding to the value of their investment and no more, up to a total amount of CHF 20,000,000 before any amount shall be paid or any assets of the Company shall be distributed in respect of preference rights of other Shares. If the Deemed Liquidation proceeds of the Company available for distribution to its shareholders shall be insufficient to permit such payment in full to the holders of B Shares, then the Deemed Liquidation proceeds of the Company available for distribution to its shareholders shall be distributed among the holders of B Shares in proportion to their investment in respect of B Shares; (c) Thereafter, the remaining Deemed Liquidation proceeds of the Company shall be distributed among the holders of A Shares up to the value of their investment, up to a total amount of CHF 5,872,345, before any amount shall be paid or any assets of the Company shall be distributed in respect of preference rights of other Shares. If the Deemed Liquidation proceeds of the Company available for distribution to holders of A Shares shall be insufficient to permit such payment in full to the holders of A Shares, then the Deemed Liquidation proceeds of the Company available for distribution to holders of A Shares shall be distributed among the holders of A Shares in proportion to their investment in A Shares. (d) Thereafter, the remaining Deemed Liquidation proceeds of the Company shall be distributed among the holders of Common StockShares up to the value of their investment, up to a total of CHF 232,320, before any amount shall be paid or any assets of the Company shall be distributed in respect of preference rights of other Shares. The Corporation shallIf the Deemed Liquidation proceeds of the Company available for distribution to holders of Common Shares shall be insufficient to permit such payment in full to the holders of Common Shares, upon receipt then the Deemed Liquidation proceeds of such appraiser's valuation, give prompt written notice the Company available for distribution to each the holder of shares Common Shares shall be distributed among the holders of Preferred Stock or Common Stock Shares in proportion to their investment in Common Shares. Thereafter, the remaining Deemed Liquidation proceeds of the appraiser's valuation.Company available for distribution to shareholders shall be paid to all of the Shareholders in proportion to their shareholding in the Company. Without limiting the generality of the foregoing, the Shareholders acknowledge and agree that in case of a Deemed Liquidation by way of a transfer of all or part of the Company’s assets, the Shareholders shall resolve on a dividend or liquidation of the Company in order to effect the liquidation preference under this clause 7.1. Shareholders’ Agreement Auris Medical AG

Liquidation Preference. (a) In the event of Upon any liquidation, dissolution ----------------------- or winding winding-up of the Corporation, whether voluntary or involuntary (a "“Liquidation"”), the Holders shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus, for each share of Preferred Stock an amount equal to the Stated Value per share plus any accrued and unpaid Dividends thereon, immediately after any distributions required by the Corporation’s Certificate of Incorporation, or any certificate(s) of designation in respect of the Series C-1 Preferred Stock and Series C-2 Preferred Stock and any other securities of the Corporation having priority over the Series B Preferred Stock and before any distribution or payment shall be made to the holders of any Junior Securities. If, upon such a Liquidation, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receiveHolders, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share Parity Securities with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of distribution on a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to pay in full such holders of the full preferential amountamounts, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the Holders and the holders of Preferred Stock or Common StockParity Securities shall be distributed among the Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full, pari passu with the Parity Securities based upon the liquidation preferences of each such series. The consolidation or merger of the Corporation shallwith or into another entity, upon receipt or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of such appraiser's valuationrelated transactions, give prompt written notice by the Corporation or any subsidiary of the Corporation, of all or substantially all of its assets to each holder another Person or group of Persons, or a purchase, tender or exchange offer made to and accepted by the holders of more than the 50% of the outstanding shares of Preferred Stock or Common Stock shall not be deemed to be a Liquidation within the meaning of the appraiser's valuationthis Section 6.

Liquidation Preference. (a) In the event of any liquidation, an involuntary or voluntary liquidation or dissolution ----------------------- or winding up of the CorporationCorporation at any time, whether voluntary or involuntary (a "Liquidation"), the holders of shares of Series III Preferred Stock shall be entitled to receive out of the assets of the Corporation available for distribution an amount equal to its stockholders the Per Share Purchase Price (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes hereafter effected), plus dividends unpaid and accumulated or accrued thereon. In the event of either an involuntary or a voluntary liquidation or dissolution of the Corporation payment shall be distributed as follows: (1) The made to the holders of shares of Series III Preferred Stock in the Class A Convertible Preferred amounts herein fixed pari passu with series I convertible preferred stock and before any payment shall be entitled to receive, prior made or any assets distributed to the holders of the Common Stock or any other series class of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds shares of the Corporation ranking junior to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share Series III Preferred Stock with respect to each share payment upon dissolution or liquidation of Class A Convertible Preferred. (2) the Corporation. If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds any liquidation or dissolution of the Corporation legally the assets available for distribution shall be distributed among insufficient to pay the holders of all outstanding shares of Series III Preferred Stock the Class A Convertible Preferred ratably full amounts to which they respectively shall be entitled, the holders of such shares shall share pro rata in any such distribution in proportion to the full amounts to which they such holders would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as . Nothing hereinabove set forth above shall affect in (1), any remaining assets way the right of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Series III Preferred Stock or Common Stock of the appraiser's valuationto convert such shares at any time and from time to time in accordance with subparagraph (2) below.

Liquidation Preference. (a) In the event of any liquidationLiquidation Event (as defined below), dissolution ----------------------- or winding up of the Corporation, whether either voluntary or involuntary (a "Liquidation")involuntary, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Series D Preferred Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds proceeds of such Liquidation Event (the Corporation "Proceeds") to the holders of any the other shares series of preferred stock of or the corporation Common Stock by reason of their ownership of such stockthereof, an amount per share equal to $1.00 per share with respect to each share of Class A Convertible Preferred. the Series D Original Price (2) If as defined below), plus declared but unpaid dividends on such share. If, upon the occurrence of a Liquidation such event, the assets and funds Proceeds thus distributed among the holders of the Class A Convertible Series D Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountamounts, then the entire assets and funds of the Corporation Proceeds legally available for distribution shall be distributed ratably among the holders of the Class A Convertible Series D Preferred ratably Stock in proportion to the full amounts preferential amount that each such holder is otherwise entitled to which they would otherwise be respectively entitled. receive under this subsection (3) After payment a). For purposes of this Certificate of Designation, "Series D Original Issue Price" shall mean per share for each share of the full amounts Series D Preferred Stock the lower of (i) $1.27 or (ii) the closing price on the Trading Day immediately preceding the Purchase Notice Date (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the holders Series D Preferred Stock). Upon the completion of Class A Convertible Preferred as set forth above in the distribution required by this subsection (1a), any remaining assets of the Corporation Proceeds available for distribution to stockholders shall be distributed pro rata to among the holders of the Preferred Stock and Common Stock (in pro rata, based on the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder number of shares of Preferred Stock or Common Stock held by each (assuming full conversion of the appraiser's valuationall preferred stock).

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the affairs of the Corporation, whether voluntary or involuntary (a "Liquidation")involuntary, the holders of Series C Preferred Stock at that time shall be entitled to receive out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: shareholders an amount equal to $100.00 per share plus (1) The holders an amount equal to accrued and unpaid dividends thereon through and including the date of such distribution and (2) plus to the Class A Convertible Preferred extent that distributions under this provision on the Common Stock exceeds the Common Liquidation Equivalent Amount, an amount equal to such excess times the Notional Exchange Ratio, before any distribution shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation made to the holders of any other shares class of stock of the corporation by reason Corporation ranking junior to the Series C Preferred Stock as to the distribution of their ownership of such stock, an amount assets. The Common Liquidation Equivalent Amount shall be equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation 100.00 divided by the assets and funds thus distributed among Notional Exchange Ratio, plus the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock)Regular Dividend. (b) If the assets of the Corporation available for distribution to shareholders upon any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, are insufficient to pay in full the amounts payable with respect to the Series C Preferred Stock, the holders of Series C Preferred Stock at that time shall share ratably in any distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. (c) The merger or consolidation of the Corporation into or with any other corporation, the merger or consolidation of any other corporation into or with the Corporation or the sale of the assets of the Corporation are to substantially as an entirety shall not be distributed other than in cash under this Section 4deemed a liquidation, then dissolution or winding up of the board of directors affairs of the Corporation shall promptly engage independent competent appraisers to determine within the value meaning of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationthis paragraph.

Liquidation Preference. (ab) In Subject to the event last sentence of this Section, a consolidation or merger of the Corporation with or into any liquidationother corporation or corporations, dissolution ----------------------- or winding up a sale of all or substantially all of the assets of the Corporation, whether voluntary shall, at the option of the holders of the 6% Preferred, be deemed a liquidation, dissolution or involuntary (a "Liquidation"), winding up within the assets meaning of this Section 2 if the shares of stock of the Corporation available for distribution (along with all derivative securities) outstanding immediately prior to its stockholders such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation's assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the 6% Preferred at any time within thirty calendar days after written notice of the essential terms of such transaction shall be distributed as follows: (1) The have been given to the holders of the Class A Convertible 6% Preferred as provided in Section 5 hereof. Such notice shall be given by the Corporation immediately following determination of such essential terms. If such option is exercised, the holders of the 6% Preferred shall be entitled to receive, prior in cash, immediately upon the occurrence of such transaction, an amount per share equal to the holders of Liquidation Preference divided by the other series of Preferred difference between 100% and the Applicable Percentage determined pursuant to Section 4 hereof. This Section shall not apply to a business combination in which the Common Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of is converted solely into or exchanged solely for voting common stock of the corporation by reason of their ownership of surviving such stockbusiness combination, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. if (2i) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders such common stock of the Class A Convertible Preferred shall be insufficient to permit surviving corporation is listed and traded on the payment to such holders NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange, and (ii) the Board of the full preferential amount, then the entire assets and funds Directors of the Corporation legally available for distribution shall be distributed among determines in good faith that the holders conversion rights and other rights and preferences of the Class A Convertible 6% Preferred ratably in proportion to are preserved and not rendered of less value by the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt terms of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationbusiness combination.

Liquidation Preference. (a) In the event of Upon any liquidation, dissolution ----------------------- or winding up of the Corporation, Corporation (whether voluntary or involuntary involuntary) (a "LiquidationLiquidation Event"), the assets each holder of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Series D Preferred Stock shall be entitled to receivebe paid, prior to before any distribution or payment is made upon any Junior Securities but pari passu with any payment made upon the holders of the other series of Series B Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stockSeries C Preferred Stock, an amount in cash equal to $1.00 per share with respect to each share the aggregate Liquidation Value of Class A Convertible Preferred. all shares of Series D Preferred Stock (2each, a "Share") held by such holder (plus all accrued and unpaid dividends thereon). If upon occurrence of a any such Liquidation Event, the Corporation's assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Series B Preferred ratably in proportion Stock, Series C Preferred Stock and Series D Preferred Stock are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 3, then the entire assets available to be distributed to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation Corporation's stockholders shall be distributed pro rata to among the holders of the Series B Preferred Stock, Series C Preferred Stock and Common Series D Preferred Stock based upon the aggregate Liquidation Value (in plus any unpaid dividends thereon) attributable to each such holder. Not less than 60 days prior to the case payment date stated therein, the Corporation shall mail written notice of the any such Liquidation Event to each record holder of Series D Preferred Stock, on an "as converted" basis into Common Stock). (b) If any setting forth in reasonable detail the amount of the assets of the Corporation are proceeds to be distributed other than paid with respect to each Share and each share of Common Stock in cash under connection with such Liquidation Event. A Change of Control shall not be deemed a Liquidation Event for purposes of this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation3.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the this Corporation, whether either voluntary or involuntary (a "Liquidation")involuntary, the assets each holder of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders shares of the Class A Convertible Preferred Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of any of the assets of this Corporation or surplus funds of the Corporation to the holders of any other shares of the common stock of the corporation by reason of their ownership thereof, the aggregate Liquidation Value of the shares of Preferred Stock held by such stockholder. The Corporation shall give holders of the Preferred Stock 60 days' advance written notice of any intent to liquidate, an amount equal to $1.00 per share with respect to each share dissolve or wind up the affairs of Class A Convertible Preferredthe Corporation. (2b) If If, upon occurrence any such liquidation, dissolution or winding up of a Liquidation this Corporation, the Corporation's assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion Stock are insufficient to permit payment to such holders of the full amounts to aggregate amount which they would otherwise are entitled to be respectively entitled. (3) After payment of paid, then the full amounts entire assets to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to will be distributed ratably among such holders based upon the holders aggregate Liquidation Value of the Preferred Stock and Common held by each such holders. The "Liquidation Value," as of any particular date, shall be equal to the greater of (i) the Put Price, as defined hereunder, or (ii) $400 per share for each share of Preferred Stock then held by such holder (in the case of "Original Preferred Stock Price"), plus an amount equal to all accrued or declared but unpaid dividends on the Preferred Stock, on an "as converted" basis into Common Stock)Stock held by them. (bc) If assets remain in this Corporation after the distributions provided for in subparagraph (a) of this section 3 have been fully made, the holders of any other class of stock shall be entitled to receive any other of the surplus funds or assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationCorporation.

Liquidation Preference. (a) In the event of a. Upon any voluntary or involuntary liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders of all shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled an amount in cash equal to receive$10.00 per share, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, plus an amount equal to $1.00 per share full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution (the "Liquidation Preference") and no more, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to each share Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation Series B Preferred Stock and such other Series B Parity Securities, the assets Holders and funds thus distributed among the holders of the Class A Convertible Preferred Series B Parity Securities shall be insufficient to permit the payment to such holders share equally and ratably in any distribution of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts liquidation preference to which they would otherwise each is entitled. After payment in full pursuant to this paragraph 4.D.iv.a., the Holders shall not be respectively entitledentitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the affairs of the Corporation. b. For the purposes of this paragraph 4.D.iv., neither the voluntary sale, conveyance, exchange or transfer (3for cash, shares of stock, securities or other consideration) After payment of all or substantially all of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining property or assets of the Corporation shall be distributed pro rata to nor the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stockconsolidation, on an "as converted" basis into Common Stock). (b) If any of the assets merger or other business combination of the Corporation are with one or more corporations (whether or not the Corporation is the surviving corporation) shall be deemed to be distributed other than in cash under this Section 4a voluntary or involuntary liquidation, then the board of directors dissolution or winding up of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationCorporation.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or ---------------------- winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the CorporationCompany, whether voluntary either voluntarily or involuntary (a "Liquidation")involuntarily, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred Holders shall be entitled to receive, prior immediately after any distributions to Senior Securities required by the holders Company's certificate of the other series incorporation, as amended, or any certificate(s) of Preferred Stock designation, and prior and in preference to any distribution of the assets or surplus funds of the Corporation to Junior Securities, but on parity with any distribution to the holders of any other shares of stock of the corporation by reason of their ownership of such stockParity Securities, an aggregate amount equal to the sum of (i) $1.00 per share 4,800,000 and (ii) any due but unpaid dividends on the Series C Preferred Stock (the "Liquidation Preference"). For purposes hereof, the "Per Share Liquidation Preference" shall mean the Liquidation Preference divided by [THE NUMBER OF SHARES OF SERIES C PREFERRED STOCK]. If upon the occurrence of such event, and after payment in full of the preferential amounts with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the Senior Securities, the assets and funds thus available to be distributed among the Holders and the holders of the Class A Convertible Preferred Parity Securities shall be insufficient to permit the payment to such holders of the full preferential amountamounts due to the Holders and the holders of the Parity Securities, respectively, then the entire assets and funds of the Corporation Company legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to Holders and the holders of the Preferred Stock Parity Securities, pro rata, based on the respective liquidation amounts to which each such series of stock is entitled by the Company's certificate of incorporation, as amended, and Common Stock (in the case any certificate(s) of the Preferred Stock, on an "as converted" basis into Common Stock)designation relating thereto. (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) In the event of Upon any voluntary or involuntary liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders of all shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled an amount in cash equal to receive$10.00 per share, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, plus an amount equal to $1.00 per share full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon, including Additional Dividends, to the date of final distribution (the "Liquidation Preference") and no more, before any distribution is made on any Series B Junior Securities. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the application of all amounts available for payments with respect to each share Series B Preferred Stock and all other Series B Parity Securities would not result in payment in full of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation Series B Preferred Stock and such other Series B Parity Securities, the assets Holders and funds thus distributed among the holders of the Class A Convertible Preferred Series B Parity Securities shall be insufficient to permit the payment to such holders share equally and ratably in any distribution of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts liquidation preference to which they would otherwise be respectively each is entitled. (3) . After payment in full pursuant to this paragraph A(4)(a), the Holders shall not be entitled to any further participation in any distribution in the event of liquidation, dissolution or winding up of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets affairs of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock)Corporation. (b) If any For the purposes of this paragraph A(4), neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation are to be distributed nor the consolidation, merger or other than in cash under this Section 4, then the board of directors business combination of the Corporation with one or more corporations (whether or not the Corporation is the surviving corporation) shall promptly engage independent competent appraisers be deemed to determine the value be a voluntary or involuntary liquidation, dissolution or winding up of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuationCorporation.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or ------------------------ winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class A Convertible Preferred shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence of a Liquidation the assets and funds thus distributed among the holders of the Class A Convertible Preferred shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. The holders of the Series A Preferred Stock ---------------------- shall be entitled to a liquidation preference as follows: (a) In the event of any liquidation, dissolution ----------------------- or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation")involuntary, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class Series A Convertible Preferred Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation Common Stock by reason of their ownership thereof, the amount of such stock, an amount equal to $1.00 10,000 per share (as adjusted for any stock dividends, combinations or splits with respect to each share of Class A Convertible Preferred. (2) such shares), respectively. If upon the occurrence of a Liquidation such event, the assets and funds thus distributed among the holders of the Class Series A Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amount, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Class Series A Convertible Preferred ratably Stock in proportion to the full amounts preferential amount each such holder is otherwise entitled to which they would otherwise be respectively entitledreceive. (3b) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Series A Preferred Stock of the amounts set forth in Section 5(a) hereof, the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be distributed among the holders of the Common Stock (in proportion to the case shares of the Preferred Stock, on an "as converted" basis into Common Stock)Stock then held by them. (bc) If any of Whenever the assets of the Corporation are to distribution provided for in this Section 5 shall be distributed payable in securities or property other than in cash under this Section 4cash, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of such distribution shall be the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt fair market value of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock securities or Common Stock of other property as determined in good faith by the appraiser's valuationBoard.

Liquidation Preference. (a) In the event of any a liquidation, dissolution ----------------------- or winding up of the CorporationCompany, whether voluntary or involuntary (a "Liquidation"), the holders of the Series A Preferred Stock then outstanding shall be entitled to receive out of the assets of the Corporation Company available for distribution to its stockholders the Company's stockholders, whether such assets are stated capital or surplus of any nature, after payment of the liquidation preference of any Senior Liquidation Stock (as hereinafter defined), an amount on such date equal to the Stated Value per share of Series A Preferred Stock (the "Liquidation Preference") plus an amount equal to any accrued and unpaid Base Dividends as of such date, calculated pursuant to Section 2 and no more. Such payment shall be made before any payment shall be made or any assets distributed to the holders of any class or series of the Common Stock or any other Junior Liquidation Stock (as follows: hereinafter defined). If upon any Liquidation, the amounts payable with respect to the Series A Preferred Stock and any Parity Liquidation Stock (1as hereinafter defined) The are not paid in full, holders of the Class Series A Convertible Preferred Stock and any Parity Liquidation Stock will share ratably in any distribution of the assets of the Company in proportion to the respective amounts that would be payable per share, if the assets of the Company were sufficient for all such amounts to be paid in full. Neither the consolidation or merger of the Company into or with any other entity, nor the sale or transfer by the Company of all or any part of its assets, nor the reduction of the capital stock of the Company, shall be entitled deemed to receive, prior be a Liquidation. (b) Any assets to be delivered to the holders of the other series of Series A Preferred Stock and prior and in preference pursuant to any distribution of the assets or surplus funds of the Corporation to the holders of any other shares of stock of the corporation by reason of their ownership of such stock, an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If upon occurrence this Section 3 as a consequence of a Liquidation shall be valued at their fair market value as determined in good faith by the assets and funds thus distributed among the holders Board of Directors of the Class A Convertible Preferred Company, whose determination shall be insufficient to permit the payment to such holders of the full preferential amount, then the entire assets conclusive and funds of the Corporation legally available for distribution shall be distributed among the holders of the Class A Convertible Preferred ratably in proportion to the full amounts to which they would otherwise be respectively entitledbinding absent manifest error. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock). (b) If any of the assets of the Corporation are to be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

Liquidation Preference. (a) In the event of any liquidation, dissolution ----------------------- or winding up of the Corporationthis corporation, whether either voluntary or involuntary (a "Liquidation")involuntary, the assets of the Corporation available for distribution to its stockholders shall be distributed as follows: (1) The holders of the Class Series A Convertible Preferred Stock shall be entitled to receive, prior to the holders of the other series of Preferred Stock and prior and in preference to any distribution of any of the assets or surplus funds of the Corporation this corporation to the holders of any other shares of stock of the corporation Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $1.00 (the "Original Series A Issue Price") for each outstanding share of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such stockshares), plus an amount equal to $1.00 per share with respect to each share of Class A Convertible Preferred. (2) If declared but unpaid dividends on such shares. If, upon the occurrence of a Liquidation such event, the assets and funds thus distributed among the holders of the Class Series A Convertible Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amountamounts, then the entire assets and funds of the Corporation this corporation legally available for distribution shall be distributed ratably among the holders of the Class Series A Convertible Preferred ratably Stock in proportion to the full amounts preferential amount each such holder is otherwise entitled to which they would otherwise be respectively entitled. (3) After payment of the full amounts to the holders of Class A Convertible Preferred as set forth above in (1), any remaining assets of the Corporation shall be distributed pro rata to the holders of the Preferred Stock and Common Stock (in the case of the Preferred Stock, on an "as converted" basis into Common Stock)receive. (b) If any Upon the completion of the distribution required by subparagraph (a) of this Section 2, any remaining assets of the Corporation are to shall be distributed other than in cash under this Section 4, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to ratably among the holders of Preferred Stock or the Common Stock. The Corporation shall. (c) A consolidation, upon receipt merger, sale, lease or other disposition of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock all or Common Stock substantially all of the appraiserCompany's valuationassets shall be deemed to be a liquidation, dissolution or winding up of the Company for the purposes of the liquidation preference contemplated by this Section 2.